Common use of Details of the Proposals Clause in Contracts

Details of the Proposals. 2.1 Details of the Shareholders’ Agreement 2.1.1 To facilitate the implementation of the Proposed Development, ULHB had, on 9 June 2011, entered into the Shareholders’ Agreement with IHH and NLSB to establish the shareholding structure of NLSB, whereby the objectives of NLSB is to conceptualise, design, build and undertake the Proposed Development in accordance with the business plan to be approved by NLSB’s Board and the approved master development plan for Medini, Iskandar Malaysia. 2.1.2 The Shareholders’ Agreement is conditional upon the following being satisfied within 1 month from the date of the said agreement: (i) the approval of the Boards of ULHB and IHH for their respective equity subscription and participation in NLSB; and (ii) the approval of the Board of NLSB to enter into the relevant transaction documents in connection with the Shareholders’ Agreement, (collectively referred to as the “SA Conditions”). 2.1.3 Within 14 days from the date on which the SA Conditions have been fulfilled and/or waived, the parties agree to undertake the following: (i) the transfer of the 2 subscribers’ shares of RM1.00 each in NLSB (“NLSB Shares”) from the existing shareholders to ULHB and IHH respectively; and (ii) ULHB and IHH to subscribe for new NLSB Shares in the following manner (“Initial Subscription”): (a) ULHB to subscribe for 5,499,999 NLSB Shares for a total consideration of RM5,499,999; and (b) IHH to subscribe for 4,499,999 NLSB Shares for a total consideration of RM4,499,999. Immediately upon completion of the Initial Subscription, NLSB will have an issued and paid-up capital of RM10.0 million whilst ULHB and IHH will hold 55% and 45% equity interest in NLSB, respectively. 2.1.4 The parties acknowledge and agree that the cost of the Proposed Development (including the Lease Consideration), based on the current business plans to be approved, will not exceed RM665.0 million whilst the equity capital required from the shareholders of NLSB will not exceed an aggregate of RM125.0 million, unless otherwise mutually agreed in writing. 2.1.5 To undertake the Proposed Development, NLSB will appoint ULHB or its subsidiaries to provide the following services: (i) development management services at the rate of 3% based on the total development costs for the Proposed Development; (ii) sales agency fees for the residential units at 1.5% of the sales revenue or in the event ULHB or its subsidiary is required to outsource the said services to a third party, such rate as the said third party may charge up to the maximum rate of 2.0% of the sales revenue; and (iii) leasing agency fees for retail units at 1.5 months of monthly rental of the relevant tenancy secured or in the event ULHB or its subsidiary is required to outsource the said services to a third party, such rate as the said third party may charge up to the maximum rate of 2 months of the monthly rental of the relevant tenancy secured. 2.1.6 As a term to the Shareholders’ Agreement, no shareholder of NLSB (“Offeror”) shall sell, transfer or dispose of all or any of its NLSB Shares to any other person without first making an offer to the other shareholders of NLSB (“Offerees”) in respect of the Offeror’s entire shareholdings in NLSB (“Offer Shares”) at a stated offer price (“Offer Price”) (“Pre-emptive Right”). If the Offer Price is not accepted by the Offerees, they shall be entitled to request for a certification on the fair value of NLSB Shares (“Agreed Valuation Price”) by an independent appraiser/valuer to be mutually agreed by the Offeror and the Offerees, whereby the Pre-emptive Rights shall then apply with respect to the Agreed Valuation Price or the Offer Price, whichever is lower (“Final Offer Price”). Any accepting Offerees will be entitled to acquire the Offer Shares in proportion to their respective shareholdings in NLSB as well as the entitlement of any non- accepting Offeree. Where some but not all the Offer Shares are accepted by Offerees, the Offeror shall not be under any obligation to sell such portion of the accepted Offer Shares to the Offerees. The Offeror shall then be entitled to sell all or any part of the Offer Shares to any third party at a price which is not lower than the Final Offer Price, upon similar terms and conditions offered to the Offerees. The provisions relating to the Pre-emptive Right described above will not apply in the following circumstances: (i) any transfer effected with mutual agreement of all shareholders of NLSB; (ii) any transfer by IHH of up to 25% of its shareholdings in NLSB to its holding company, Khazanah Nasional Berhad (“Khazanah”); and (iii) any transfer of shares by the shareholders of NLSB to their (a) 100% direct subsidiary companies; (b) 100% direct holding companies; and/or

Details of the Proposals. 2.1 Details of the Shareholders’ Agreement 2.1.1 To facilitate Proposed Securities Subscription On 15 January 2014, Miasa entered into the implementation Proposed Securities Subscription via the SWSA with SNMU and CStone to subscribe for 2,604 new ordinary shares of IDR1,000,000 each (“New Shares”), representing 9.43% equity interest of the enlarged paid-up capital of SNMU, at a consideration of USD2,000,000 or approximately RM6.52 million (based on the exchange rate of USD1.00:RM3.26 as at 13 January 2014). Upon completion of the Proposed DevelopmentSecurities Subscription, ULHB had, on 9 June 2011, entered into the Shareholders’ Agreement with IHH SNMU will become a 9.43% associate company of Miasa. The New Shares will be subscribed free from all claims and NLSB other encumbrances and will have been validly authorized and issued and not subject to establish the shareholding structure of NLSB, whereby the objectives of NLSB is to conceptualise, design, build and undertake the Proposed Development in accordance with the business plan to be approved by NLSB’s Board and the approved master development plan for Medini, Iskandar Malaysiapre-emptive rights which have not been waived. 2.1.2 The Shareholders’ Agreement is conditional upon the following being satisfied within 1 month from the date 2.2 Salient terms of the said agreementSWSA A summary of the salient terms of the SWSA, inter alia, are set out as follows: (i) The obligation of SNMU to issue the approval New Shares to Miasa is conditional upon the satisfaction of the Boards of ULHB and IHH for their respective equity subscription and participation in NLSB; and (ii) the approval of the Board of NLSB to enter into the relevant transaction documents in connection with the Shareholders’ Agreement, (collectively referred to as the “SA Conditions”). 2.1.3 Within 14 days from the date on which the SA Conditions have been fulfilled and/or waived, the parties agree to undertake the following: (i) the transfer of the 2 subscribers’ shares of RM1.00 each in NLSB (“NLSB Shares”) from the existing shareholders to ULHB and IHH respectively; and (ii) ULHB and IHH to subscribe for new NLSB Shares in the following manner (“Initial Subscription”):conditions:- (a) ULHB to subscribe for 5,499,999 NLSB Shares for one or more unanimous resolutions of the Shareholders of SNMU (“Shareholders Resolutions”) being passed, whether at a total consideration of RM5,499,999; andgeneral meeting or by circular resolutions, approving, among other things: (bI) IHH to subscribe for 4,499,999 NLSB Shares for a total consideration of RM4,499,999. Immediately upon completion the increase of the Initial Subscription, NLSB will have an issued subscribed and paid-up capital of RM10.0 million whilst ULHB SNMU to authorize the New Shares and IHH the issuance thereof under this agreement; (II) the entry of SNMU into the SWSA; and (III) the waiver of pre-emptive rights of Cstone and the other existing shareholder of SNMU with respect to the issuance of the New Shares under the SWSA; (b) SNMU having obtained an approval from Investment Coordinating Board (“BKPM”) for the increase of the subscribed capital in SNMU for the purpose of issuance of the New Shares to Miasa. (c) SNMU having restated the Shareholders Resolutions into notarial deed (“Notarial Deed”); and (d) SNMU having caused the Notarial Deed to be submitted to the Ministry of Law and Human Rights of the Republic of Indonesia (“MOLHR”) for report purposes and obtained official receipt of such report from the MOLHR. (ii) Pending completion of the Proposed Securities Subscription (“Closing”), Cstone shall procure that SNMU, and SNMU agrees that it shall continue to carry on business in the normal course in compliance with all laws and regulations applicable to it and in substantially the same manner as its business has been carried on before the date of the SWSA, so as to maintain its business as a going concern and with a view to profit. (iii) Pending Closing, Cstone shall procure SNMU take, and SNMU agrees that it shall take all reasonable steps to preserve and protect its business and assets and Cstone or SNMU shall notify Miasa in writing promptly of any material adverse change in such business or assets. (iv) Pending Closing, Cstone shall procure that Miasa and any person authorized by it:- a) is given full access to all the books and records, documents, information, data and financial affairs, including the register of members and special register, minute books, contracts, customer lists, supplier lists and leases of SNMU; and b) on prior arrangement with SNMU, may visit and inspect any premises of SNMU and discuss the affairs, finances and accounts of SNMU (as the case may be) with its officers and employees. (v) In the event that the Closing has not been occurred for any reason on or prior to 30 days following the date of this agreement (“the Closing Date”), this agreement will hold 55% automatically terminate, and 45all rights and obligations of the parties shall lapse and no party shall have any remedies or recourse against each other, save with respect to the specific provisions stated in item (vi) below which shall continue. SNMU may, at any time up to and on the Closing Date give a Notice of Termination to terminate this agreement forthwith in the event that Miasa commits a material breach of any terms and conditions of this agreement, which material breach is continuing at the time of giving such Notice of Termination and which breach, if rectifiable, is not rectified by Miasa within three (3) days of the receipt of such Notice of Termination by Miasa requiring the breach to be rectified. (vi) Miasa may, at any time up to and on the Closing Date give a Notice of Termination to the Cstone and SNMU to terminate this agreement forthwith in the event that: (a) Cstone or SNMU fails, neglects or refuses to complete the issuance of the New Shares in accordance with and subject to the terms and conditions of the provisions of this agreement; (b) Cstone or SNMU are in material breach of any of the warranties given in this agreement (“the Warranties”); (c) Cstone does not comply with items (ii), (iii) and (iv) above; (d) Miasa becomes aware that any of the warranties was at the date of this agreement, or has since become, untrue or misleading in any material respect or has been breached in any material respect or Cstone is in material breach of items (ii), (iii) and (iv) above; and (e) any of the conditions stated in item (i) above has not been satisfied or waived by the Closing Date. (vii) Following a termination of this agreement, no party will have any further obligation under this agreement to the other party, except in respect of: (a) their respective obligations to return all documents which have been delivered to each other within 5 business days of a Notice of Termination; (b) any obligation under this agreement which is expressed to apply after the termination of this agreement; (c) any accrued rights, remedies and obligations of any party prior to such termination; and (d) the subscription consideration, which SNMU will be obligated to refund to Miasa not later than 5 business days following termination of this agreement. (viii) Contemporaneous with the issuance of New Shares, 1,781,136 new free warrants are also to be issued by SNMU to Miasa which are exercisable for 1,781,136 new ordinary shares in SNMU at par value of IDR 10,000 each on the basis of 684 new free warrants for each new ordinary share issued. 2.3 Details of the Proposed Conditional Securities Subscription On 15 January 2014, Miasa entered into the Proposed Conditional Securities Subscription via a CSWSA with SNMU and CStone to subscribe for 8,033 new ordinary shares of IDR1,000,000 each (“New Additional Shares”), representing 22.54% equity interest in NLSB, respectively. 2.1.4 The parties acknowledge and agree that the cost of the Proposed Development enlarged paid-up capital of SNMU, at a consideration of USD6,170,000 or approximately RM20.11 million (including the Lease Consideration), based on the current exchange rate of USD1.00:RM3.26 as at 13 January 2014). The consideration for the subscription of USD6,170,000 will be in cash and shall not be later than three (3) business plans to be approved, will not exceed RM665.0 million whilst the equity capital required from the shareholders days of NLSB will not exceed an aggregate each of RM125.0 million, unless otherwise mutually agreed in writing. 2.1.5 To undertake the Proposed Development, NLSB will appoint ULHB or its subsidiaries to provide the following services:to occur:- (i) development management services at the rate date or dates on which SNMU has delivered to Miasa a true photocopy of 3% based on the total development costs an akta jual beli (“Sale and Purchase Agreement”) between SNMU and any minority shareholder or minority shareholders of Hamparan providing for the Proposed Developmentpurchase by SNMU of shares in Hamparan owned by such shareholder or shareholders at a price which shall have been previously approved in writing by Miasa; (ii) sales agency fees the date or dates on which SNMU has delivered to Miasa a true photocopy of a Sale and Purchase Agreement between SNMU and any minority shareholder or minority shareholders of Sumber providing for the residential units purchase by SNMU of shares in Sumber owned by such shareholder or shareholders at 1.5% of the sales revenue or a price which shall have been previously approved in the event ULHB or its subsidiary is required to outsource the said services to a third party, such rate as the said third party may charge up to the maximum rate of 2.0% of the sales revenuewriting by Miasa; and (iii) leasing agency fees Provided that Hamparan has then received its ‘hak guna usaha’ (”Land Title” or “HGU”), the date or dates on which SNMU has delivered to Miasa an agreement or agreements made by Hamparan or Sumber for retail units at 1.5 months the repayment of monthly rental any of their loans from persons who are as of the relevant tenancy secured date hereof minority shareholders of Hamparan or Sumber (the amount of each such repayment having been approved in advance by Miasa). (hereinafter referred to as “the event ULHB or its subsidiary is required to outsource the said services to a third party, such rate as the said third party may charge up to the maximum rate of 2 months Relevant Funding Dates”) Upon completion of the monthly rental Proposed Conditional Securities Subscription, SNMU will become a 29.85% associate company of the relevant tenancy secured. 2.1.6 As a term Miasa. The New Additional Shares will be subscribed free from all claims and other encumbrances and will have been validly authorized and issued and not subject to the Shareholders’ Agreement, no shareholder of NLSB (“Offeror”) shall sell, transfer or dispose of all or any of its NLSB Shares to any other person without first making an offer to the other shareholders of NLSB (“Offerees”) in respect of the Offeror’s entire shareholdings in NLSB (“Offer Shares”) at a stated offer price (“Offer Price”) (“Prepre-emptive Right”). If the Offer Price is rights which have not accepted by the Offerees, they shall be entitled to request for a certification on the fair value of NLSB Shares (“Agreed Valuation Price”) by an independent appraiser/valuer to be mutually agreed by the Offeror and the Offerees, whereby the Pre-emptive Rights shall then apply with respect to the Agreed Valuation Price or the Offer Price, whichever is lower (“Final Offer Price”). Any accepting Offerees will be entitled to acquire the Offer Shares in proportion to their respective shareholdings in NLSB as well as the entitlement of any non- accepting Offeree. Where some but not all the Offer Shares are accepted by Offerees, the Offeror shall not be under any obligation to sell such portion of the accepted Offer Shares to the Offerees. The Offeror shall then be entitled to sell all or any part of the Offer Shares to any third party at a price which is not lower than the Final Offer Price, upon similar terms and conditions offered to the Offerees. The provisions relating to the Pre-emptive Right described above will not apply in the following circumstances: (i) any transfer effected with mutual agreement of all shareholders of NLSB; (ii) any transfer by IHH of up to 25% of its shareholdings in NLSB to its holding company, Khazanah Nasional Berhad (“Khazanah”); and (iii) any transfer of shares by the shareholders of NLSB to their (a) 100% direct subsidiary companies; (b) 100% direct holding companies; and/orbeen waived.