Subscription Agreement

This agreement, made on the current date, involves three parties: the Issuer, the Guarantor, and the Lead Manager along with other Managers. The Issuer will issue bonds at a specific price on a given date. These bonds are floating rate guaranteed bonds and will be unconditionally guaranteed by the Guarantor. The payment of principal, premium, and interest will be secured through a Trust Deed or Supplemental Trust Deed. Payments will be made by agents appointed under an agency agreement. The Bonds will initially be represented by a temporary global bond and may be exchanged for a permanent global bond or definitive bearer bonds.

The Managers have agreed to act as agents for the Issuer and will procure subscribers for the Bonds. The Guarantor has agreed to provide an unconditional and irrevocable guarantee for the payment of the Bonds. The agreement includes provisions for listing the Bonds on a stock exchange, where the Issuer and the Guarantor will provide necessary documents and information. If the listing on the Stock Exchange becomes onerous, the Issuer will use its best efforts to obtain listing on another agreed stock exchange.

The Issuer and the Guarantor authorise the Lead Manager to arrange for the publication of Bond particulars in newspapers and periodicals as required by the Stock Exchange. In consideration of the Managers' agreement to procure subscribers for the Bonds, the Issuer and the Guarantor will pay a combined management and underwriting commission. The net subscription moneys for the Bonds will be paid to the Issuer on the Closing Date.

The agreement includes representations, warranties, and undertakings from the Issuer and the Guarantor. They confirm their compliance with applicable laws, the validity of the Agreement, Trust Deed, and Guarantee, and their ability to conduct business. They also confirm that all necessary actions have been or will be taken to comply with the terms of the Bonds, Guarantee, and the Agreement. The Offering Circular contains accurate and non-misleading information about the Issuer, the Guarantor, and the Bonds.

In summary, this agreement establishes the terms and conditions for issuing and guaranteeing bonds. It outlines the responsibilities of the Issuer, Guarantor, and Managers and includes provisions for listing the Bonds on a stock exchange. The Issuer and Guarantor make representations and warranties regarding their compliance with laws and the accuracy of information provided.

How to use this Document?

1. Start by entering the current date: Begin by filling in the current date at the top of the document, as indicated. This ensures that the agreement reflects the correct timeline.

2. Identify the parties involved: Insert the names and addresses of the Issuer (Party 1) and the Guarantor (Party 2) in the designated sections. Also, include the name of the Lead Manager (LM) and the other Managers involved.

3. Understand the context: Read through the "Whereas" section to understand the background and purpose of the agreement. It outlines the creation and issuance of bonds and the guarantee provided by the Guarantor.

4. Issue and subscription: Follow the instructions in Section 1 to issue and subscribe to the Bonds. The Issuer agrees to issue the Bonds, the Guarantor agrees to guarantee them, and the Managers agree to procure subscribers or subscribe themselves.

5. Listing: Review Section 2 to understand the process of listing the Bonds on the Stock Exchange. The Issuer and Guarantor authorise the Lead Manager to make the necessary applications and provide required documents for listing.

6. Announcements: Section 3 authorises the Lead Manager to arrange the publication of bond-related information in newspapers and periodicals as required by the Stock Exchange.

7. Management and Underwriting Commission: Refer to Section 4 to understand the commission payable to the Managers for their services. The Issuer and Guarantor agree to pay a combined management and underwriting commission.

8. Closing: Section 5 outlines the closing procedures. The Lead Manager will pay the net subscription moneys to the Issuer against the delivery of the Temporary Global Bond. The Issuer will also deliver the Permanent Global Bond and eventually exchange it for definitive Bonds.

9. Representations, warranties, and undertakings: Read through Section 6, which contains representations and warranties made by the Issuer and Guarantor. Ensure that the statements accurately reflect their status and compliance with relevant laws and regulations.

10. Review and finalise: Go through the entire document to ensure all sections are completed accurately. Make any necessary revisions or amendments. Seek legal advice if needed.

11. Signatures: Once the document is reviewed and finalised, sign it along with the other parties involved. Ensure that all signatories understand and agree to the terms of the agreement.

Using this document in a step-by-step manner ensures that the agreement is properly executed and all necessary parties are involved. It establishes a clear understanding of the obligations, responsibilities, and procedures related to the issuance and guarantee of the Bonds.