Nur Power

Strictly Private & Confidential No:
INFORMATION MEMORANDUM
NUR
N.U.R POWER SDN BHD

(Company No. 807660-K)
SUKUK OF UP TO RM650.0 MILLION IN NOMINAL VALUE TO BE

ISSUED UNDER THE SHARIAH PRINCIPLE OF MUDHARABAH
Principal Adviser, Lead Arranger and Lead Manager
http://www.maybank-ib.com
Maybank Investment Bank Berhad (15938-H)
This Information Memorandum is dated 5 June 2012

GLOSSARY........................................................................................................................................... 5
1 EXECUTIVE SUMMARY .......................................................................................................... 9

1.1 Brief Background of the Issuer 9
1.2 Brief Description of the Sukuk Mudharabah 9
1.3 Utilisation of Proceeds 12
1.4 Guarantee Facilities 13
1.5 Rating for the Sukuk Mudharabah 14
1.6 The SC’s Approval 14
2 SUMMARY OF PRINCIPAL TERMS AND CONDITIONS OF THE GUARANTEE

FACILITIES ............................................................................................................................... 15
2.1 The Al-Kafalah Facility 15
2.2 The BG-i Facility 15
3 BACKGROUND INFORMATION .......................................................................................... 17

3.1 Background Information of the Issuer 17
3.2 Business Overview 18
4 GENERAL IPU TECHNICAL DESCRIPTION ..................................................................... 21

4.1 Power Plant Layout 21
4.2 Power Plant Particulars 21
4.3 Distribution System 24
5 THE PROPOSED ACQUISITION ........................................................................................... 26

5.1 Background 26
5.2 Overview of the Proposed Acquisition 26
5.3 Brief Background of TDKSB 27
5.4 Brief Background of DESB 28
5.5 Salient terms of the Share Sale Agreement in relation to the Proposed Acquisition 28
6 PROJECT DOCUMENTS ......................................................................................................... 31

6.1 Salient terms of the Power Purchase Agreement 31
6.2 Salient terms of the Bulk Supply Agreement 31
6.3 Salient terms of the Energy Supply Agreement 31
6.4 Salient terms of the Gas Supply Agreement 32
6.5 Salient terms of the Operation and Maintenance Agreement 32
7 LICENSING AND INSURANCES ........................................................................................... 34

7.1 Licences 34
7.2 Insurances 35
8 KEY RISKS AND INVESTMENT CONSIDERATIONS ...................................................... 38

8.1 Considerations relating to the Sukuk Mudharabah 38
8.2 Considerations relating to the Issuer and its business 40
8.3 General Considerations 42
8.4 Forward Looking Statements 43
9 OTHER MATERIAL INFORMATION .................................................................................. 44

9.1 Potential Conflict of Interest 44
9.2 Material Litigation 45
10 INDUSTRY OVERVIEW .......................................................................................................... 46

10.1 Outlook on the Malaysian Economy 46
10.2 Overview of the Utilities Sector 48
APPENDICES
I : PRINCIPAL TERMS AND CONDITIONS OF THE SUKUK MUDHARABAH

FACILITY
II : SHARIAH PRONOUNCEMENT DATED 7 MAY 2012
III : CASHFLOW PROJECTIONS FOR THE FIFTEEN (15) FINANCIAL YEARS

FROM FINANCIAL YEAR ENDING 31 DECEMBER 2012 TO FINANCIAL
YEAR ENDING 31 DECEMBER 2027 AND THE RESPECTIVE ASSUMPTIONS
IV : MAP OF KHTP
N.U.R Power Sdn Bhd
Information Memorandum
Responsibility Statements
This Information Memorandum has been approved by the directors of N.U.R Power Sdn Bhd (Company No.
807660-K) (the “Issuer”) and the Issuer accepts full responsibility for the accuracy of the information
contained in this Information Memorandum. The Issuer, after having made all reasonable enquiries, confirms
that this Information Memorandum contains all information with respect to the Issuer which is material in the
context of the issuance of up to RM650.0 million in nominal value of guaranteed Sukuk under the Islamic
principle of Mudharabah (“Sukuk Mudharabah Facility”) comprising the following tranches:-
BG-i Tranche Sukuk

Sukuk of up to RM150.0 million in nominal value guaranteed by Maybank Islamic Berhad.
Al-Kafalah Tranche Sukuk

Sukuk of up to RM500.0 million in nominal value guaranteed by Danajamin Nasional Berhad.
(the BG-i Tranche Sukuk and Al-Kafalah Tranche Sukuk shall collectively be referred to as the “Sukuk
Mudharabah”).
The opinions and the intentions expressed in this Information Memorandum in relation to the Issuer are
honestly held, have been reached after considering all relevant circumstances and are based on reasonable
assumption(s) after having made reasonable enquiries and there are no false or misleading statements or other
facts in relation to the Issuer or the Sukuk Mudharabah, the omission of which would, in the context of the
issue of the Sukuk Mudharabah, make any statement in this Information Memorandum false or misleading in
any material respect and all reasonable enquiries have been made by the Issuer to ascertain such facts and to
verify the accuracy of all such information and statements. No representation or warranty, expressed or implied,
is made such that the information remains unchanged in any respect as of any date or dates after those stated
herein, with respect to any matter concerning the Issuer or any statement made in this Information
Memorandum. The Issuer and its board of directors accept full responsibility for the information contained in
this Information Memorandum.
Important Notice and General Statement of Disclaimer
This Information Memorandum is being furnished on a private and confidential basis solely to prospective
investors to consider the purchase of the Sukuk Mudharabah.
At the point of issuance of the Sukuk Mudharabah, the Sukuk Mudharabah shall not be issued, offered, sold,
transferred or otherwise disposed of, directly or indirectly, nor shall any document or other material in
connection therewith including this Information Memorandum be distributed, in Malaysia to any person unless
such issue, offer, sale, transfer or disposal is to such persons, whether as principal or agent, falling within
Schedule 6 or Section 229(1)(b), Schedule 7 or Section 230(1)(b) read together with Schedule 9 or section
257(3) of the Capital Markets and Services Act 2007, as amended from time to time (the “CMSA”) and section
4(6) of the Companies Act, 1965, as amended from time to time (the “CA”).
Subsequent to the issuance of the Sukuk Mudharabah, offer for subscription or purchase of, or invitation to
subscribe for or purchase the Sukuk Mudharabah and the contents of the Trust Deed to be entered into between
Issuer and the Trustee (as hereinafter defined) will be subject to the selling restrictions that the Sukuk
Mudharabah may not be offered or sold directly or indirectly, nor may any document or other material in
connection therewith be distributed in Malaysia other than to persons who fall within any of the categories of
persons specified under Schedule 6 or Section 229(1)(b) read together with Schedule 9 or Section 257(3) of the
CMSA and section 4(6) of the CA.
This Information Memorandum may not be, in whole or in part, reproduced or used for any other purpose, or
shown, given, copied to or filed with any other person including, without limitation, any government or
regulatory authority except with the prior consent of the Issuer or as required under Malaysian laws, regulations
or guidelines.
In relation to the prospective investors, Maybank Investment Bank Berhad as the principal adviser, lead
arranger and/or lead manager of the Sukuk Mudharabah Facility (the “PA/LA/LM”) states that no
Private & Confidential Page 1

N.U.R Power Sdn Bhd
representation, warranty or undertaking, expressed or implied, is given or assumed by the PA/LA/LM as to the
authenticity, origin, validity, accuracy or completeness of the information or data contained in this Information
Memorandum or that such information or data remains unchanged in any respect after the relevant date shown
in this Information Memorandum. To the fullest extent permitted by law, none of the PA/LA/LM accept any
responsibility for the contents of this Information Memorandum or for any other statement, made or purported
to be made by the PA/LA/LM or on their behalf in connection with the Issuer, the Sukuk Mudharabah or the
issue and offering of the Sukuk Mudharabah. The PA/LA/LM accordingly disclaim all and any liability
whether arising in tort or contract or otherwise (save as referred to herein) which any of them might otherwise
have in respect of this Information Memorandum or any such statement.
The information in this Information Memorandum supersedes all other information and material previously
supplied (if any) to the recipients. By taking possession of this Information Memorandum, the recipients are
acknowledging and agreeing and are deemed to have acknowledged and agreed that they will not rely on any
previous information supplied. No person is authorised to give any information or data or to make any
representation or warranty other than as contained in this Information Memorandum and, if given or made, any
such information, data, representation or warranty must not be relied upon as having been authorised by the
Issuer, the PA/LA/LM or any other person.
This Information Memorandum has not been and will not be made to comply with the laws of any jurisdiction
other than Malaysia (“Foreign Jurisdiction”), and has not been and will not be lodged, registered or approved
pursuant to or under any legislation of (or with or by any regulatory authorities or other relevant bodies of) any
Foreign Jurisdiction and it does not constitute an issue, offer or sale of, or an invitation to subscribe or
purchase the Sukuk Mudharabah or any other securities of any kind by any party in any Foreign Jurisdiction.
This Information Memorandum is not and is not intended to be a prospectus. Unless otherwise specified in this
Information Memorandum, the information contained in this Information Memorandum is current as at 5 June
2012.
The distribution or possession of this Information Memorandum in or from certain jurisdictions may be
restricted or prohibited by law. Each recipient is required to seek appropriate professional advice regarding,
and to observe, any such restriction or prohibition. Neither the Issuer nor the PA/LA/LM accept any
responsibility or liability to any person in relation to the distribution or possession of this Information
Memorandum in or from any such Foreign Jurisdiction.
By accepting delivery of this Information Memorandum, each recipient agrees to the terms upon which this
Information Memorandum is provided to such recipient as set out in this Information Memorandum, and
further agrees and confirms that (a) it will keep confidential all of such information and data, (b) it is lawful for
the recipient to subscribe for or purchase the Sukuk Mudharabah under all jurisdictions to which the recipient
is subject, (c) the recipient has complied with all applicable laws in connection with such subscription or
purchase of the Sukuk Mudharabah, (d) the Issuer, the PA/LA/LM and their respective directors, officers,
employees and professional advisers are not and will not be in breach of the laws of any jurisdiction to which
the recipient is subject as a result of such subscription or purchase of the Sukuk Mudharabah, and they shall not
have any responsibility or liability in the event that such subscription or purchase of the Sukuk Mudharabah is
or shall become unlawful, unenforceable, voidable or void, (e) it is aware that the Sukuk Mudharabah can only
be offered, sold, transferred or otherwise disposed of directly or indirectly in accordance with the relevant
selling restrictions and all applicable laws, (f) it has sufficient knowledge and experience in financial and
business matters to be capable of evaluating the merits and risks of subscribing or purchasing the Sukuk
Mudharabah, and is able and is prepared to bear the economic and financial risks of investing in or holding the
Sukuk Mudharabah, (g) it is subscribing or accepting the Sukuk Mudharabah for its own account, and (h) it is a
person to whom an issue, offer or invitation to subscribe or purchase the Sukuk Mudharabah would constitute
persons falling within any one or more of the categories of persons specified in Schedule 6 or Section
229(1)(b), and Schedule 7 or Section 230(1)(b) and Schedule 9 or Section 257(3) of the CMSA at issuance and
Schedule 6 or Section 229(1)(b) and Schedule 9 or Section 257(3) of the CMSA thereafter. Each recipient is
solely responsible for seeking all appropriate expert advice as to the laws of all jurisdictions to which it is
subject. For the avoidance of doubt, this Information Memorandum shall not constitute an offer or invitation to
subscribe or purchase the Sukuk Mudharabah in relation to any recipient who does not fall within item (h)
above.
This Information Memorandum or any document delivered under or in relation to the issue, offer and sale of
the Sukuk Mudharabah is not, and should not be construed as, a recommendation by the Issuer and/or the

N.U.R Power Sdn Bhd
PA/LA/LM to subscribe or purchase the Sukuk Mudharabah. This Information Memorandum is not a substitute
for, and should not be regarded as, an independent evaluation and analysis. The issue of the Sukuk
Mudharabah will carry different risks and all potential investors are strongly encouraged to evaluate the issue
on its own merit. Each recipient should perform and is deemed to have made its own independent investigation
and analysis of the Issuer, the Sukuk Mudharabah and all other relevant matters, and each recipient should
consult its own professional advisers. All information and statements herein are subject to the detailed
provisions of the respective agreements referred to herein and are qualified in their entirety by reference to
such documents.
Neither the delivery of this Information Memorandum nor the offering, sale or delivery of any Sukuk
Mudharabah shall in any circumstance imply that the information contained herein concerning the Issuer or
any other person referred to in this Information Memorandum is correct at any time subsequent to the date
hereof or that any other information supplied in connection with the Sukuk Mudharabah is correct as of any
time subsequent to the date indicated in the document containing the same. Neither the PA/LA/LM nor any
other advisers for the Sukuk Mudharabah undertake to review the financial condition or affairs of the Issuer
during the tenor of the Sukuk Mudharabah or to advise any investor of the Sukuk Mudharabah of any
information coming to its attention.
Certain statements, information, estimates and reports in this Information Memorandum are based on historical
data, which may not be reflective of the future, and others are forward-looking in nature and are subject to risks
and uncertainties, including, among others, the Issuer’s business strategy and expectation concerning each of
its position in the Malaysian economy, future operations, growth prospects and industry prospects. All of these
statements are based on estimates and assumptions made by the Issuer and although believed to be reasonable,
are subject to risks and uncertainties that may cause actual events or future results to be materially different
than expected or indicated by such statements and estimates and, no assurance can be given that any such
statements or estimates will be realised.
In light of all this and other uncertainties, the inclusion of forward-looking statements in this Information
Memorandum should not be regarded as a representation or warranty by the Issuer its advisers or any other
person that the plans and objectives of the Issuer will be achieved. Any such statements are not guarantees of
performance and involve risks and uncertainties many of which are beyond the control of the Issuer.
This Information Memorandum includes certain historical information, estimates, or reports thereon derived
from sources mentioned in this Information Memorandum and other parties with respect to the Malaysian
economy, the material businesses which the Issuer operates and certain other matters. Such information,
estimates, or reports have been included solely for illustrative purposes. No representation or warranty is made
as to the accuracy or completeness of any information, estimates and/or reports thereon derived from such
sources or from other third party sources.
Acknowledgement
The Issuer hereby acknowledges that it has authorised the PA/LA/LM to circulate or distribute this Information
Memorandum on its behalf in respect of or in connection with the proposed offer or invitation to subscribe for
and issue of, the Sukuk Mudharabah to prospective investors and that no further evidence of authorisation is
required.
Statements of Disclaimer by the Securities Commission
A COPY OF THIS INFORMATION MEMORANDUM HAS BEEN LODGED WITH THE SC

PURSUANT TO SECTION 229(4) AND/OR SECTION 230(4) OF THE CMSA. PURSUANT TO THE
LODGEMENT OF THIS INFORMATION MEMORANDUM UNDER THE DEEMED-APPROVAL
PROCESS, THE SC HAS GRANTED ITS APPROVAL FOR THE SUKUK MUDHARABAH.
PLEASE NOTE THAT THE APPROVAL OF THE SC SHALL NOT BE TAKEN TO INDICATE
THAT THE SC RECOMMENDS THE SUBSCRIPTION OR PURCHASE OF THE ISSUE.
THE SC, WHO TAKES NO RESPONSIBILITY FOR THE CONTENTS OF THIS INFORMATION
MEMORANDUM, SHALL NOT BE LIABLE FOR ANY NON-DISCLOSURE ON THE PART OF
THE ISSUER AND ASSUMES NO RESPONSIBILITY FOR THE CORRECTNESS OF ANY
STATEMENTS MADE OR OPINIONS OR REPORTS EXPRESSED IN THIS INFORMATION
MEMORANDUM.

N.U.R Power Sdn Bhd
THE ISSUE, OFFER FOR SUBCRIPTION OR PURCHASE, OR INVITATION TO SUBCRIBE FOR

OR PURCHASE IN RELATION TO THE SUKUK MUDHARABAH IN THIS INFORMATION
MEMORANDUM OR OTHERWISE IS SUBJECT TO FULFILLMENT OF VARIOUS CONDITIONS
PRECEDENT INCLUDING WITHOUT LIMITATION, THE APPROVAL FROM THE SC WHICH
HAS BEEN OBTAINED UNDER THE CMSA.
INVESTORS SHOULD RELY ON THEIR OWN EVALUATION TO ASSESS THE MERITS AND
RISKS OF THE INVESTMENT.
INVESTORS SHOULD READ THIS ENTIRE INFORMATION MEMORANDUM CAREFULLY AND

AS A WHOLE, INCLUDING THE APPENDICES.
IT IS RECOMMENDED THAT PROSPECTIVE INVESTORS CONSULT THEIR FINANCIAL,

LEGAL AND OTHER ADVISERS BEFORE PURCHASING OR ACQUIRING OR SUBSCRIBING
FOR THE SUKUK MUDHARABAH.
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N.U.R Power Sdn Bhd
GLOSSARY
ACQ : Annual contract quantity.
Al- Kafalah Facility : The Al- Kafalah facility of an aggregate amount of up to Ringgit
Five Hundred Million (RM500,000,000.00) only provided by
Danajamin in favour of the Trustee for and on behalf of the Al-
Kafalah Tranche Sukukholders under the terms of the Al-Kafalah
Facility Agreement.
Al- Kafalah Facility : The guarantee facility agreement to be entered into between
Agreement Danajamin and the Issuer, whereby Danajamin shall provide the
Danajamin Kafalah in favour of the Trustee for and on behalf of the
Al-Kafalah Tranche Sukukholders.
Al-Kafalah Tranche : The Sukuk Mudharabah which is guaranteed by the Danajamin

Kafalah.
Al-Kafalah Tranche : The sukukholders of the Al-Kafalah Tranche.

Sukukholders
Bank Guarantee-i : The irrevocable and unconditional bank guarantee(s) issued or to be

issued by Maybank Islamic pursuant to the terms and conditions of
the BG-i Facility Agreement in favour of the Trustee for and on
behalf of the BG-i Tranche Sukukholders.
BG-i Facility : The bank guarantee-i facility of an aggregate amount of up to

Ringgit One Hundred and Fifty Million (RM150,000,000.00) only
provided by Maybank Islamic in favour of the Trustee for and on
behalf of the BG-i Tranche Sukukholders under the terms of the
BG-i Facility Agreement.
BG-i Facility Agreement : The guarantee facility agreement to be entered into between
Maybank Islamic and the Issuer, whereby Maybank Islamic shall
provide the Bank Guarantee-i in favour of the Trustee for and on
behalf of the BG-i Tranche Sukukholders.
BG-i Tranche : The Sukuk Mudharabah which is guaranteed by the Bank

Guarantee-i.
BG-i Tranche : The sukukholders of the BG-i Tranche.

Sukukholders
Bulk Supply Agreement : The bulk supply agreement as set out in Section 6.2 of this
Information Memorandum.
Companies Act : Companies Act 1965, as amended from time to time.
CMSA : Capital Markets and Services Act 2007, as amended from time to
time.
Danajamin : Danajamin Nasional Berhad (Company No. 854686-K).
Danajamin Kafalah : The irrevocable and unconditional kafalah guarantee(s) issued or to

be issued by Danajamin pursuant to the terms and conditions of the
N.U.R Power Sdn Bhd
Al-Kafalah Facility Agreement in favour of the Trustee for and on

behalf of the Al-Kafalah Tranche Sukukholders.
DESB : Dulang Ekuiti Sdn Bhd (Company No. 870154-H).
Dissolution Event : An event which dissolves the Mudharib Venture.
EMAS : Energy Management Services Sdn Bhd (Company No. 428656-W).
Energy Supply : The energy supply agreement as set out in Section 6.3 of this
Agreement Information Memorandum.
ESBI : Electricity Supply Board of Ireland.
Exercise Price : Calculated as Mudharabah Capital plus Expected Profit less total
Periodic Distributions.
Expected Profit : The profit due to Sukukholders under the Mudharib Venture which
shall be the yield for the Sukuk Mudharabah up to the Scheduled
Dissolution or the date of Dissolution Event, whichever is
applicable.
Existing Lenders : As defined in Section 5.1 of this Information Memorandum.
Facility Agent : Maybank IB.
Gas Supply Agreement : The gas supply agreement as set out in Section 6.4 of this
GoM : Government of Malaysia.
Guarantors : Collectively, Danajamin, via the Al-Kafalah Facility and Maybank

Islamic via the BG-i Facility, as the case may be, and reference to a
“Guarantor” includes reference to each or any one of the
Guarantors.
Guarantee : The commitment of each Guarantor as set out in Section 1.4 of this
Commitments Information Memorandum.
Guarantee Facilities : Collectively, the Al-Kafalah Facility and the BG-i Facility.
HRSG : Heat Recovery Steam Generators.
Issuer : N.U.R Power Sdn Bhd (Company No. 807660-K).
IPP : Independent Power Producer.
IPU : Independent Power Utility.
KHTP : Kulim Hi-Tech Park.
KTPC : Kulim Technology Park Corporation Sdn Bhd (Company No.

44351-D).
Licences : Collectively, the generation licence and distribution licence dated

N.U.R Power Sdn Bhd
17 September 1998.
Maybank : Malayan Banking Berhad (Company No. 3813-K).
Maybank IB : Maybank Investment Bank Berhad (Company No. 15938-H).
Maybank Islamic : Maybank Islamic Berhad (Company No. 787435-M).
Mudharabah Capital : The 100% capital contribution from the Sukukholders as Rabb al
mal for the amount of up to RM650.0 million to the Mudharib
Venture.
NUR Distribution : N.U.R. Distribution Sdn Bhd (Company No. 407806-X) (Receivers
and Managers Appointed).
NUR Generation : N.U.R. Generation Sdn Bhd (Company No. 407808-K) (Receivers
and Managers Appointed).
NUR Power : N.U.R Power Sdn Bhd (Company No. 807660-K).
NUR Power Group : NUR Power and its subsidiary companies namely, NUR Generation
and NUR Distribution which are being acquired by DESB pursuant
to the Proposed Acquisition.
NUR : Northern Utility Resources Sdn Bhd (Company No. 407807-W)

(Receivers and Managers Appointed).
NUR Group : NUR and its subsidiary companies namely, NUR Power, NUR
Generation and NUR Distribution.
OMMA : The operations and maintenance agreement as set out in Section 6.5
of this Information Memorandum.
Petronas Petroliam Nasional Berhad (Company No. 20076-K).
Power Purchase The power purchase agreement as set out in Section 6.1 of this
Agreement Information Memorandum.
Periodic Distribution : The Expected Profit to be distributed periodically i.e. semi-

annually.
Purchase Undertaking : Issuer’s undertaking to purchase the Trust Assets at the Exercise
Price upon Scheduled Dissolution or upon occurrence of a
Dissolution Event.
Proposed Acquisition : As defined in Section 5 of this Information Memorandum.
Rating Agency : RAM Rating Services Berhad (Company No. 763588-T).
Receivers and Managers : Collectively, Mr. Adam Primus bin Abdullah and Mr. Duar Tuan
Kiat of Messrs Ernst & Young, appointed as receiver and manager
of NUR, NUR Generation and NUR Distribution.
SC : Securities Commission Malaysia.

N.U.R Power Sdn Bhd
SCADA : Substation Control and Data Acquisition System.
Scheduled Dissolution : Maturity date of the Sukuk Mudharabah.
Share Sale Agreement : The share sale agreement as set out in Section 5.5 of this
Sukuk Mudharabah : The Sukuk to be issued by the Issuer under the Sukuk Mudharabah
Facility.
Sukuk Mudharabah : The one-time issuance of Sukuk of up to RM650.0 million in
Facility nominal value based on the Islamic principle of Mudharabah to be
issued by the Issuer.
Sukukholders : Collectively, the Al-Kafalah Tranche Sukukholders and the BG-i

Tranche Sukukholders as the case may be, and reference to
“Sukukholders” includes reference to each or any one of the
Guarantors.
TOP : Take Or Pay
TDKSB : Teras Dara Konsortium Sdn Bhd (Company No. 472010-T).
TNB : Tenaga Nasional Berhad (Company No. 200866-W).
Trustee : Pacific Trustees Berhad (Company No. 317001-A).
Trust Assets : All the Issuer’s interests in the Mudharib Venture and rights under
all agreements relating to the Mudharib Venture.
ZRp : Zul Rafique and partners.

N.U.R Power Sdn Bhd
1 EXECUTIVE SUMMARY
1.1 Brief Background of the Issuer
The Issuer was incorporated in Malaysia under the Companies Act 1965 on 26 February 2008
as a private company limited by shares under the name of N.U.R Power Sdn Bhd. The
Issuer’s registered office is located at Unit A1-3-9, Solaris Dutamas, Mont Kiara, 50480
Kuala Lumpur.
NUR Power is an investment holding company with 100% equity interest in NUR Generation
and NUR Distribution.
1.2 Brief Description of the Sukuk Mudharabah
The Issuer proposes to issue up to RM650.0 million Sukuk Mudharabah.
The Sukuk Mudharabah are Sukuk of up to RM650.0 million in nominal value which shall be
issued in series and each series shall have a tenure of more than one (1) year and up to fifteen
(15) years. The payment obligation of the Issuer pursuant to the Exercise Price under the
Purchase Undertaking in respect of the nominal value of the Sukuk Mudharabah and one
Periodic Distribution payment (not including compensation for late payment and other
charges), will be irrevocably and unconditionally guaranteed on a several basis by the
Guarantors under the Guarantees issued proportionate to their Guarantee Commitments under
the Al-Kafalah Facility and the BG-i Facility respectively.
The aggregate outstanding nominal value of the Sukuk Mudharabah issued shall not exceed
RM650.0 million and shall be issued in the following series:
Tenure Issue Size

Series
(years) (RM million)
1 4 20.0
2 5 20.0
3 6 30.0
4 7 45.0
5 8 45.0
6 9 65.0
7 10 65.0
8 11 65.0
9 12 65.0
10 13 65.0
11 14 65.0
12 15 100.0
Total 650.0

N.U.R Power Sdn Bhd
The Sukuk Mudharabah shall be severally guaranteed by,
(i) unconditional and irrevocable Islamic bank guarantee(s) to be issued by Maybank Islamic
in form and substance acceptable to the PA/LA/LM to guarantee the repayment of the
aggregate nominal amount of up to RM150.0 million Sukuk Mudharabah under the
Sukuk Mudharabah Facility and one (1) semi-annual periodic distribution under the
Sukuk Mudharabah; and
(ii) unconditional and irrevocable financial guarantee(s) to be issued by Danajamin to

guarantee the repayment of the aggregate nominal amount of up to RM500.0 million
Sukuk Mudharabah under the Sukuk Mudharabah Facility and one (1) semi-annual
periodic distribution under the Sukuk Mudharabah.
on the following basis:
Amount
Series (RM Million)
BG-i Tranche Al-Kafalah Tranche
1 20.0
2 20.0
3 30.0
4 45.0
5 35.0 10.0
6 65.0
7 65.0
8 65.0
9 65.0
10 65.0
11 65.0
12 100.0
Total 150.0 500.0

N.U.R Power Sdn Bhd
The illustrative diagram of the Sukuk Mudharabah transaction is as follows:
Step 1 : The Trustee on behalf of the potential investors shall enter into a Mudharabah
Venture (“MV”) in its capacity as capital provider (“Rabb al-mal” or
“Sukukholders”) with the Issuer in its capacity as a manager (“Mudharib”).
The MV shall be the business venture(s) entered into or to be entered into
between the Issuer and the Sukukholders upon the terms of the MV agreement
which involves Shariah compliant investments by the Issuer/Mudharib.
Step 2 : Under the MV, as the Rabb al-mal, the Sukukholders shall contribute 100%
capital for the amount of up to RM650.0 million (“Mudharabah Capital”) and
the Sukukholders’ participation is via subscription of the Sukuk Mudharabah
issued by the Issuer under the Sukuk Mudharabah Facility. The Sukuk
Mudharabah shall represent the Sukukholders’ undivided proportionate interest
in the pool of Trust Assets (as defined herein) to be managed by the Issuer,
hence entitling the Sukukholders to receive its profit portion of the MV.
Step 3 : The Issuer shall subsequently make a declaration of trust (“Declaration of

Trust”) in favour of the Sukukholders over all the Issuer’s interests in the MV
and rights under all agreements relating to the MV and as prescribed in the
Declaration of Trust to be the trust assets (“Trust Assets”).
Step 4 : The profit sharing ratio in the MV between the Issuer and the Sukukholders is
10:90, respectively. Any profit in the MV shall be shared with the Sukukholders
in accordance with an agreed profit sharing ratio of the Sukuk Mudharabah but
the profit due to the Sukukholders shall be subject to a maximum amount
equivalent to the Expected Profit (as defined below) as agreed by the
Sukukholders. In the event the MV makes a loss, the loss shall be borne solely
by the Sukukholders, unless the Manager is not acting bona fide in the interest of
the MV.
The Expected Profit to the Sukukholders under the MV shall be the yield-to-

N.U.R Power Sdn Bhd
maturity of the relevant Sukuk Mudharabah at the point of issuance of the Sukuk
Mudharabah tranche calculated up to the Scheduled Dissolution Date or the
Dissolution Declaration Date (each as defined in the Principal Terms and
Conditions), whichever is applicable.
Income from the MV, for distribution to the Sukukholders, shall be based on the
Expected Profit which is an amount equal to a certain percentage of the face
value of the Sukuk Mudharabah per annum, calculated on the basis of the actual
number of days in the relevant period (“Expected Periodic Distribution”) and
will be distributed periodically in the form of periodic distribution (“Periodic
Distribution”). The Periodic Distribution shall be made semi-annually.
Actual income of the MV in excess of the Expected Periodic Distribution

amount shall be retained by the Issuer as an incentive fee in its capacity as
Manager cum Mudharib. The Sukukholders shall grant waiver/tanazul in
receiving any profit entitlement above the Expected Periodic Distribution. If the
actual income generated by the MV is lower than the Expected Periodic
Distribution, the Issuer shall make good the shortfall with top-up payment
amount (“Top-up Payment”). The Top-up Payment amount can be set-off
against the Exercise Price (as defined in Item 2(v)(1) of the Principal Terms and
Conditions) under the sale transaction pursuant to a Purchase Undertaking (as
defined in Item 2(v)(1) of the Principal Terms and Conditions).
Step 5 : Pursuant to the Purchase Undertaking, the Issuer shall purchase the
Sukukholders’ interest in the MV at an indicative Exercise Price to be calculated
based on an agreed formula between the Issuer and the Sukukholders on the
Scheduled Dissolution Date or the Dissolution Declaration Date or any other
events to be agreed between the parties. Upon purchase of the final series of the
Sukuk Mudharabah, the MV shall then be dissolved.
Step 6 : The payment of the Exercise Price up to the Guaranteed Amounts (as defined in
item 2(v)(2) of the Principal Terms and Conditions) is severally guaranteed by
the Guarantors. The Guarantee Facilities (as defined under item 2(v)(2) of the
Principal Terms and Conditions) are intended to be a separate arrangement from
the Sukuk Mudharabah Facility wherein separate financing agreements will be
entered into between the Issuer and the Guarantors.
1.3 Utilisation of Proceeds
The proceeds raised from the issuance of Sukuk Mudharabah under the Sukuk Mudharabah
Facility shall be utilized by the Issuer to advance to its subsidiaries using Shariah-compliant
facilities for the following Shariah-compliant purposes:
Amount
Purpose
(Up to RM million)
To part-finance the settlement sum to the existing lenders of NUR
560.0
(i) To reimburse any expenses related to the upgrade of the

IPU’s identified generation capacity from an open-cycle gas
turbine to a combined-cycle gas turbine. 90.0
(ii) To part-finance the upgrade of the IPU’s identified
generation capacity from an open-cycle gas turbine to a

N.U.R Power Sdn Bhd
combined-cycle gas turbine.

(iii) Any balance from item (i) and (ii) shall be to finance any
capital expenditure of the IPU’s generation and distribution
facilities to be identified.
TOTAL 650.0
1.4 Guarantee Facilities
The Guarantee Facilities comprising the Al-Kafalah Facility and the BG-i Facility, of up to
the aggregate maximum amount of RM650.0 million will be made available to the Issuer by
each of the Guarantors on a several basis and shall be proportionate to their Guarantee
Commitments as follows:
Guarantee Commitment
Guarantor Facility
(RM million)
Danajamin Danajamin Kafalah 500.0
Maybank Islamic Bank Guarantee-i 150.0
Total 650.0
1.4.1 Al-Kafalah Facility
The purpose of the Al-Kafalah Facility of up to RM500.0 million is to guarantee the

payment obligation of the Issuer pursuant to the Exercise Price under the Purchase
Undertaking in respect of the nominal value of the Al-Kafalah Tranche and one
Periodic Distribution payment (not including compensation for late payment and
other charges), provided always that the aggregate Guarantees issued and outstanding
at any point in time by each Guarantor shall not exceed their respective Guarantee
Commitments.
Each Danajamin Kafalah issued shall only allow for one (1) claim to be made against
Danajamin.
Danajamin shall not be responsible for the obligations of Maybank Islamic under
each Bank Guarantee-i.
1.4.2 BG-i Facility
The purpose of the BG-i Facility of up to RM150.0 million is to guarantee the

payment obligation of the Issuer pursuant to the Exercise Price under the Purchase
Undertaking in respect of the nominal value of the BG-i Tranche and one Periodic
Distribution payment (not including compensation for late payment and other
charges), provided always that the aggregate Guarantees issued and outstanding at
any point in time by each Guarantor shall not exceed their respective Guarantee
Commitments.
Each Bank Guarantee-i issued shall only allow for one (1) claim to be made against
Maybank Islamic.
Maybank Islamic shall not be responsible for the obligations of Danajamin under
each Al-Kafalah Policy.

N.U.R Power Sdn Bhd
1.5 Rating for the Sukuk Mudharabah Facility
The Sukuk Mudharabah Facility has been accorded a preliminary rating of AAA(bg)/AAA(fg)
by the Rating Agency via its letter dated 17 May 2012.
1.6 The SC’s Approval
The SC’s approval on the Sukuk Mudharabah Facility was obtained on the submission date of
the application to the SC under the deemed-approved application in view of the Sukuk
Mudharabah Facility’s indicative rating of AAA(bg)/AAA(fg).

N.U.R Power Sdn Bhd
2 SUMMARY OF PRINCIPAL TERMS AND CONDITIONS OF THE GUARANTEE

FACILITIES
2.1 The Al-Kafalah Facility
Danajamin has made available to the Issuer the Al-Kafalah Facility in accordance with the
terms and conditions as set out in the Kafalah Facility Agreement entered/to be entered into
between the Issuer and Danajamin. The Danajamin Kafalah(s) to be issued under the Al-
Kafalah Facility shall irrevocably and unconditionally guarantee the payment obligations of
the Issuer pursuant to the Exercise Price under the Purchase Undertaking in respect of the
nominal value of the Al-Kafalah Tranche (except payment obligation on late payment and
other charges in relation to the Sukuk Mudharabah) in relation to each of the Purchase
Undertakings relating to and corresponding with the Sukuk Mudharabah belonging to the
same series.
2.1.1 Tenure
The tenure of the Al-Kafalah Facility is for a period of up to fifteen (15) years from
the date of the issuance of the Sukuk Mudharabah. Each Danajamin Kafalah for the
Sukuk Mudharabah shall be effective from the date of the issuance of the said
Danajamin Kafalah (being the issue date of the Sukuk Mudharabah) and expire on the
expiry date of the said Danajamin Kafalah which shall be consistent with the
Scheduled Dissolution of the said issue of the Sukuk Mudharabah.
2.1.2 Claim Period
Each Danajamin Kafalah shall have a claim period of thirty (30) days from the expiry
of the respective Danajamin Kafalah.
Danajamin shall make payment under the Danajamin Kafalah upon receipt of a
written demand in the agreed form from the Trustee of the Sukuk Mudharabah.
Payment shall be made within ten (10) business days from the date of receipt by
Danajamin of such written demand.
2.2 The BG-i Facility
Maybank Islamic has made available to the Issuer the BG-i Facility in accordance with the
terms and conditions as set out in the BG-i Facility Agreement entered/to be entered into
between the Issuer and Maybank Islamic. The Bank Guarantee-i(s) to be issued under the BG-
i Facility shall irrevocably and unconditionally guarantee the payment obligations of the
Issuer pursuant to the Exercise Price under the Purchase Undertaking in respect of the
nominal value of the BG-i Tranche (except payment obligation on late payment and other
charges in relation to the Sukuk Mudharabah) in relation to each of the Purchase
Undertakings relating to and corresponding with the Sukuk Mudharabah belonging to the
same series.
2.2.1 Tenure
The BG-i Facility shall have a tenure of up to eight (8) years from the date of
issuance of Sukuk Mudharabah.
The tenure of each Bank Guarantee-i shall be for a validity period beginning from the
issue date of each Bank Guarantee-i and shall expire on the maturity date of such

N.U.R Power Sdn Bhd
Bank Guarantee-i, unless otherwise shortened due to the occurrence of any of the
following events:
(i) the date NUR Power fails to redeem any Sukuk Mudharabah or service the
Periodic Distribution of the Sukuk Mudharabah as notified by the Facility
Agent to the Trustee; or
(ii) the date of declaration of a Dissolution Event by the Trustee under the Sukuk
Mudharabah.
2.2.2 Claim Period
Any claim on the guarantee under the BG-i Facility must be made in writing no later
than thirty (30) days from the date of the declaration of a Dissolution Event under the
Sukuk Mudharabah or the expiry of the BG-i Facility, whichever is earlier, failing
which the Guarantor’s liability under the BG-i Facility shall be discharged.
Each Bank Guarantee-i shall only allow for one (1) claim in writing to be made
against the Guarantor. Each Bank Guarantee-i shall cease to be valid upon payment of
the amount guaranteed under the Bank Guarantee-i. Any claim in writing on the Bank
Guarantee-i under the BG-i Facility shall only take effect upon actual receipt of the
same by Maybank Islamic.

N.U.R Power Sdn Bhd
3 BACKGROUND INFORMATION
3.1 Background Information of the Issuer
3.1.1 Corporate History and Principal Activity
The Issuer was incorporated in Malaysia under the Companies Act 1965 on 26
February 2008 as a private company limited by shares under the name of N.U.R
Power Sdn Bhd. The Issuer’s registered office is located at Unit A1-3-9, Solaris
Dutamas, Mont Kiara, 50480 Kuala Lumpur.
NUR Power is an investment holding company with 100% equity interest in NUR
3.1.2 Authorised and Paid-Up Capital
The authorised, issued and paid up capital of the Issuer as at 29 February 2012 are as
follows:-
Share Capital No. Of Shares Par Value (RM) Total (RM)

Authorised 100,000 1.00 100,000.00
Issued and Paid-Up 2 1.00 2.00
3.1.3 Shareholding Structure
The shareholder of the Issuer as at 29 February 2012 is as follows:
Name No. of Shares %

NUR 2 100
3.1.4 Profile of Board of Directors
The directors of the Issuer and their respective profiles as at 29 February 2012 are as
follows:
Ganesan A/l Sundaraj

Director
(NRIC 611226-10-6653)
Mr. Ganesan a/l Sundaraj, aged 50, was appointed to the Board of NUR Power on 24
April 2009, and the Boards of NUR Generation and NUR Distribution on 10
December 2008.
He is a corporate advisor and sits as an Independent Non-Executive Director of

Analabs Resources Berhad, Perdana Petroleum Berhad and General Lumber Berhad
(in liquidation). He presently serves as the Chairman of the Audit Committee for
Analabs Resources Berhad and Perdana Petroleum Berhad.

N.U.R Power Sdn Bhd
He is a certified Chartered Accountant (CA) of the Malaysian Institute of

Accountants and an Associate Member of the Chartered Institute of Management
Accountants (CIMA). He is also a Chartered Audit Committee Director (CACD)
with the Malaysian Institute of Internal Auditors.
He was first employed in one of the big four accounting firms in Malaysia firstly in
the Audit Department and subsequently in the Corporate & Restructuring Services
Department.
Fung Beng Ee
Director
(NRIC 630717-03-5291)
Mr. Fung Beng Ee, aged 48, was appointed to the Board of NUR Power on 24 April
2009, and the Boards of NUR Generation and NUR Distribution on 10 December
2008.
Mr. Fung is the Managing Partner of Messrs Kamarudin & Partners. He also sits on
the Boards of Paragon Union Berhad, Major Team Holdings Berhad, General Lumber
Berhad (in liquidation), Celadon Capital Sdn Bhd and Climate Systems Sdn Bhd. He
graduated in 1987 and obtained a Master of Arts degree in Jurisprudence from the
University of Oxford. He was called to the Bar of England and Wales in 1987. He
was admitted to the High Court of Malaya in 1988 and subsequently to the Supreme
Court of Singapore in 1992.
3.1.5 Subsidiary Companies
The principal business of NUR Generation is the generation of electricity in

accordance with the licence granted to it by the Energy Commission. The principal
business of NUR Distribution is the distribution of electricity to tenants within the
gazetted area of KHTP in accordance with the licence granted to it by the Energy
Commission.
Together, NUR Generation and NUR Distribution operate as an IPU which is under
exclusive franchise from the GoM to generate and distribute electricity supply to
KHTP in Kedah Darul Aman. Both companies are granted the licence for a
concession period of 30 years from September 1998.
3.2 Business Overview
3.2.1 Business of IPU
NUR Group is a flagship project in the GoM’s vision for the high technology
electronic industry. It is the first IPU in Malaysia responsible for the generation,
transmission and distribution of power to the broad community of tenants at KHTP in
Kedah Darul Aman. It must not be confused as an IPP whose basis of formation is
solely to sell power to TNB. The presence of the NUR Group at KHTP provides high
technology companies with focused energy needs of high reliability, quality and
security (“RQS”). By virtue of the RQS concept, the IPU is an infrastructure driving
force for the growth of KHTP.
NUR was incorporated on 28 October 1996 to develop an IPU on a build-own-

operate basis to generate, transmit and distribute power to all categories of tenants at
KHTP.

N.U.R Power Sdn Bhd
In order to permit operational flexibility and for structural purpose to NUR, two (2)
subsidiary companies, NUR Generation and NUR Distribution, were established in
28 October 1996 to operate on an arm’s length basis under NUR as the holding
company.
3.2.2 IPU Operations
NUR has contracted with EMAS to operate and maintain the generation and
distribution facilities. EMAS also undertakes the management functions for the IPU
in order to ensure the many facets of a fully functional utility is in place and in good
working order. The requirements in operating the IPU are similar to operating a
national utility but in a much smaller scale. In order to set improved standards and to
cater for the hi-tech tenant requirements EMAS is in collaboration with the ESBI for
the necessary technical expertise and ESBI forms an integral part of the OMMA
between EMAS and NUR.
3.2.3 Overview of KHTP
KHTP was officially opened in 1996 as the first high technology industrial park in
Malaysia. KHTP is situated in Kulim, Kedah Darul Aman, in the north-west of
Peninsular Malaysia and comprises total land area of approximately 1700 hectares
(approximately 4000 acres).
KHTP is strategically located about 27 kilometers from the North-Butterworth

Container Terminal and about 45 kilometers from Bayan Lepas International Airport
by road.
One of the primary aims of KHTP is to propel the country towards realising the goals
of the Vision 2020, for Malaysia to be a fully industrialised nation by 2020.
KHTP is developed and managed by KTPC.
KHTP is envisioned by KTPC to be the ‘Science City of The Future’, an integrated

science park targeting technology-related industries primarily in the fields of
advanced electronics, mechanical electronics, telecommunications, semiconductors,
optoelectronics, biotechnology, advanced materials, research and development and
emerging technologies.
3.2.4 Tenant Profile
The majority of tenants in KHTP are multinational high technology manufacturing

industries involved in the fields of wafer fabrication, electronics, mechatronics,
telecommunications, photovoltaics, biomedical, and advances material, and
companies involved in research and development.
To become a tenant of KHTP, approval has to be obtained from the relevant

government agencies.

N.U.R Power Sdn Bhd
The tenant profile of KHTP as at 29 February 2012 is as follows:
Tenants No. MW %
High Voltage (NUR 1 0 0
Generation) (132kV)
High Voltage Tenant (33kV) 12 139.47 79%
High Voltage Tenant (11kV) 15 24.78 14%
Low Voltage Tenant 3,162 12.49 7%
Total 3,190 176.74 100%

N.U.R Power Sdn Bhd
4 GENERAL IPU TECHNICAL DESCRIPTION
4.1 Power Plant Layout
The NUR IPU main facilities and plant occupies a land area of approximately forty six point
five (46.5) hectares. The various buildings and plant facilities have been laid out to cater for
essential operational and maintenance requirements.
4.2 Power Plant Particulars
4.2.1 General
The Power Station comprises two (2) blocks of combined cycle generation plant in a
2:2:1 configuration, each comprising:
• Two (2) GE Frame 6B gas turbine generators.

• Two (2) natural circulation HRSG.
• One (1) steam turbine.
• One (1) air cooled condenser.
• Associated auxiliary and fuel handling and storage plant and civil works.
• Generator voltage is 10.5kV and stepped up via generator transformers to 132kV.
• The station A.C. supplies are operated at 6.6kV and 415V/240V and D.C.
supplies at 220V and 24V.
• The main machine sets and most balance of plant are housed either in the
gas/steam turbine buildings, its annexure or separate buildings, complete with
building services.
• The gas and steam turbine halls are to be provided with electric overhead
traveling cranes sized for major overhauls. Cranes and hoists are also to be
provided where necessary for maintenance purposes for the balance of plant.
• Other pertinent features include :-
Facility for island mode operation
Honeywell Distributed Control Systems
‘Black start’ facility
Independent operation of each gas turbine
Continuously manned control room (24 hours/7days)
The current plant is operating with one combined cycle block and 2 gas turbines in
open-cycle with rated installed capacity of 180MW. The second combined cycle
block is currently being re-commissioned and when completed will bring the installed
capacity to 220MW.
4.2.2 Main Machine Sets
Gas Turbines
Each GE Frame 6B gas turbine features:
• Dual-firing capability on gas and distillate oil with automatic changeover on falling
gas pressure.
• Diesel engine starting system & accessory drive gearbox.
• Lubrication / hydraulic oil supply system & pressure regulators, with closed cycle
secondary cooling water system.
• Automatic control for start-up, operation and shut-down – complete with protection
N.U.R Power Sdn Bhd
and interlocks systems. Individual unit controls are all linked to the plant’s central
Distributed Control System.
• Each unit is housed in separate enclosures complete with carbon dioxide fire-
protection system and ventilation system with 2 x 100% capacity fans.
• Air inlet system and exhaust systems complete with auxiliaries.
• Three-phase 50 Hz enclosed generator with brushless excitation system.
• One (1) generator transformer and one (1) unit transformer continuously rated to
supply all unit auxiliary loads and to transform the generator voltage to 6.6kV.
• The compressor on and off load wet washing system is a common unit for all the
four gas turbines.
HRSG
There are four (4) HRSG installed at the exhaust ends of each gas turbine. They are
designed and manufactured by Stork-Ketels BV of the Netherlands and comes with
the following main features:
• Unfired horizontal, natural circulation type with a 75 ton/hr steam generating

capacity.
• Dual pressure - high pressure at 68 bara 512°C and low pressure at 7 bara 200°C.
• Main components include:
High pressure and low pressure economizers and recirculation lines, boiler
steam drums, evaporators and superheaters.
SH outlet steam temperature control devices/equipment.
Boiler safety valves, silencers, vents, drains and blowdown system.
Insulated and metal-cladded HRSG casing.
Auxiliary steam systems.
• Fully automated operating environment with all controls linked to the plant’s
Distribution Control System, in addition to an independent safe guard system to
prevent improper operation.
• The boiler exhaust stack of 35m height with permanent on-line exhaust gas
sampling equipment for nitrogen oxides, carbon monoxide and oxygen
measurement.
• Supporting auxiliaries.
Steam Turbines
One (1) steam turbine is installed for each combined cycle block. The GE-designed and
manufactured turbines are single casing type with axial exhaust rated at 40MW each.
Other features include:
• High pressure stop/emergency and governor valves and supports.

• High pressure/low pressure steam strainers.
• Gland steam sealing systems including gland steam condensers.
• Lubrication oil supply systems & pressure regulators complete with oil purifier.
• Hydraulic/control oil supply systems & pressure regulators.
• Automatic control complete with protection and interlocks systems. Individual unit
controls are all linked to the plant’s central Distributed Control System.
• Closed cooling water systems for turbine, including chemical dosing system.
• Three-phase 50 Hz enclosed generator with permanent magnet generator (PMG)
brushless excitation system with single channel automatic voltage regulator.
• One (1) outdoor, core type, oil immersed, three-phase, ONAN/ONAF generator
transformer.

N.U.R Power Sdn Bhd
Air-Cooled Condenser
Two (2) GEA-Btt air-cooled condenser units are installed, one (1) for each steam
turbine. They are each forced-draft A-frame designed with an inlet steam capacity of
41 kg/s and operating pressure of 0.14 bara. The main features are:
• Galvanized structures complete with access walkways and windwalls.

• Steam ducting from steam turbine exhaust going through to a steam distribution
ducting.
• Eight (8) modules each with a single-speed fan driven by an AC electric motor via
single ratio gearbox.
• Individual fans are 8-bladed with manually adjustable blade pitch angle.
• Finned tube bundles.
• Condensate collection, storage and transfer system.
• Rupture disc assembly for over-pressure protection.
• Air ejector units for hogging and holding vacuum.
Other Main Auxiliary and Ancillary Systems
• Steam and Feed Systems

• Fuel Gas System
• Distillate Fuel Forwarding System
• Water Treatment Plant
• Town / Potable Water System
• Compressed Air Systems Service Air and Instrument Air
• Station Fire Protection and Fire Fighting Systems
• Electrical System
• Integrated Plant Control Systems
• Other minor systems:
Waste Water Treatment System
Integrated Plant Communication System
Integrated Plant Security System
IT and Computer Related Systems
4.2.3 Fuel
Natural gas is the main fuel with diesel fuel oil as the emergency back-up fuel.
4.2.4 Planned Maintenance
Recommended operating intervals between planned maintenance on GE heavy-duty

gas turbines using natural gas or distillate oil fuels are:
• A hot gas path inspection every 24,000 equivalent fired hours; and
• A major overhaul every 48,000 equivalent fired hours.
The gas turbine combustion parts have been upgraded to eliminate the requirement
for combustion inspection every 12,000 equivalent fired hours.
Other major planned maintenance include 3-year and 5-year inspection on steam
turbines, 18-month statutory inspections on HRSG and 2-yearly and 6-yearly
inspection of generators.

N.U.R Power Sdn Bhd
4.2.5 Buildings
The buildings are located within the power plant complex:
• Turbine hall inclusive of electrical annex

• Administration building
• Central control building
• Workshop and store
• Other ancillary buildings which includes:
Owners’ Engineer building
Water treatment plant building including chemical laboratories
Switchyard control building (under the control of NUR Distribution)
Fuel oil unloading pump house and fuel oil forwarding pump house
Gas receiving station
Fire fighting pumphouse
Guardhouse and garage for fire truck.
4.3 Distribution System
NUR Distribution has a licence to operate as a distributor of electricity in the KHTP area. As
majority of tenants in KHTP are in the electronic, computer and solar related businesses,
these tenants require electrical power of high quality. In particular, they need stable voltage
and continuous supply.
4.3.1 Design Philosophy
It is NUR Distribution’s policy to provide a reliable, quality and secure supply of

electricity to all its customers, but with particular emphasis on the industrial
customers. The following are the main technical features for distribution business:
• Two independent sources

• Strategically located substations – 132kV/33kV
• Underground insulated cables
• Hierarchical ring system with minimum two feeders to high voltage customers-
100% redundancy
• Modern protection system
• SCADA gives real time status information of the main distribution sub-stations
Electricity is supplied to the NUR Distribution system from:
a) NUR Generation power plant with capacity of 220MW (275MVA @ 0.8 pf)
b) TNB National Grid through two (2) 132kV feeders each with capacity of
240MVA.

N.U.R Power Sdn Bhd
Figure 1 - Simplified Arrangement of the Distribution System in KHTP
Note:
South S/S – South Substation
East S/S – East Substation
GICS – Grid Inter Connection Substation
PPS – Power Plant Switchyard
Table 1 – Customer Base as at 29 February 2012
Industrial 40
Commercial 187
Street Lights 73
Domestic 2890
Total 3190
NUR Distribution has developed a basic network infrastructure at 132kV, 33kV and
11kV voltages. All the major substations are equipped with the following major
equipment per their rating/capacity:
• High voltage transformers per installed capacity.

• Indoor or outdoor 132kV/33kV/11kV high voltage switchgears with
appropriate relay control panels
• Neutral Earthing Resistors (NER)
• Station service transformers
• Battery/charger system
• Fire fighting system
• Substation control system
• All high voltage/low voltage cablings
4.3.2 KHTP Substations
The main substations for the distribution system in KHTP are:

(i) Power plant switchyard
(ii) KHTP PMU substation
(iii) East substation
(iv) South substation
(v) 33kV/11 kV consumer substations
(vi) Package substation and low voltage feeder pillars
There are also SCADA/Dedicated Communication System, Management Information

System & other support systems.

N.U.R Power Sdn Bhd
5 THE PROPOSED ACQUISITION
5.1 Background
In 1997, four (4) banks namely Maybank, Bank Bumiputra Malaysia Berhad (now CIMB
Bank Berhad), Sime Bank Berhad (now RHB Bank Berhad) and AmBank Berhad
(collectively, the “Existing Lenders”) provided debt facilities amounting up to RM1.405
billion to NUR, NUR Generation and NUR Distribution to part finance the cost of the project
to develop an IPU on a build, own, operate basis to generate, transmit and distribute
electricity to tenants in KHTP.
Subsequently, NUR, NUR Generation and NUR Distribution were placed under receivership
on 24 November 2004 by the security agent of the Existing Lenders (“Security Agent”)
under powers contained in the respective debentures dated 27 November 1997, which secures
by way of a fixed and floating charge covering the asset and undertakings of NUR, NUR
Generation and NUR Distribution, all amounts due to the Existing Lenders. Pursuant to the
debenture of NUR, the Receivers & Managers shall have the necessary power to deal with the
charged assets of NUR, including its shareholdings in NUR Power.
The Receivers & Managers are in the process of disposing NUR’s entire equity shareholding
of 100% in NUR Power, namely the 100% equity shares held by NUR in NUR Power which
comprise of issued and paid up capital of RM2.00 divided into 2 ordinary shares of RM1.00
each.
5.2 Overview of the Proposed Acquisition
TDKSB, as the successful bidder, via its wholly-owned subsidiary DESB, has entered into a
share sale agreement (“Share Sale Agreement”) with NUR, subsequently to be amended in a
supplementary share sale agreement (“Supplementary Share Sale Agreement”), whereby
NUR shall sell and transfer to DESB the shares of NUR Power and NUR Generation. as set
out below, together with all rights and benefits ("Proposed Acquisition") attached thereto:
(a) RM3.00 only being consideration for two (2) ordinary shares of RM1.00 each and one
(1) class B share of RM1.00 in NUR Power representing the entire equity interest in
NUR Power; and
(b) RM1.00 only being consideration for one (1) class B share of RM1.00 in NUR
Distribution.
In addition, the Proposed Acquisition imposes an obligation on DESB to fully settle the
existing debt facilities of NUR Generation and NUR Distribution as follows:
(a) RM790.0 million cash payable to the Existing Lenders (“Settlement Sum”); and
(b) Issuance of forty (40) million ordinary shares in DESB (representing 40% equity stake in
DESB) to the Existing Lenders.
NUR Power shall issue the Sukuk Mudharabah wherein part of the proceeds shall be used to
satisfy part of the Settlement Sum.
NUR Power’s shareholding structure before and after the Proposed Acquisition is illustrated
below:

N.U.R Power Sdn Bhd
Before the Proposed Acquisition
After the Proposed Acquisition
5.3 Brief Background of TDKSB
5.3.1 Corporate History and Principal Activities
TDKSB was established on 13 November 1998 under the name of Reka Pesona Sdn
Bhd. On 2 February 1999, the company changed its name to TDKSB.
The principal activities of TDKSB include plantations, property development and

management, urban services, quarrying and National Service Camp facilities. These
activities are carried out through five (5) main business divisions undertaken by
several of TDKSB’s subsidiaries.
5.3.2 Authorised and Paid-Up Capital
As at 29 February 2012, TDKSB has an authorized share capital of RM5.0 million

comprising 5,000,000 ordinary shares of par value RM1.00 each. The issued and
paid-up capital of the TDKSB is RM4,187,912 comprising 4,187,912 million shares
of par value RM1.00 each.

N.U.R Power Sdn Bhd
5.3.3 Shareholding Structure
As at 29 February 2012, the shareholders of TDKSB are as follows:
Substantial Shareholder Shareholding (%)

Karya Kembara Sdn Bhd 65
Informasi Megah Sdn Bhd 15
Rantai Wawasan Sdn Bhd 11
Pahang State Secretary Incorporated 9
Total 100
5.3.4 Subsidiary and Associate Companies
The subsidiary and associate companies of TDKSB and their principal activities are
as set out below:
Company Interest (%) Principal Activity

Urban service provider (National
TDK Khidmat Sdn Bhd 100.0
Service Camp)
Kenanga Kukuh Sdn Bhd 100.0 Dormant
Kerisek Industries Sdn Bhd 100.0 Quarry industries
Semarak Mahir Sdn Bhd 100.0 Property Development
Oil palm plantation, processsing of
Sawira Sdn Bhd 76.0 fresh fruit bunches and trading in
crude palm oil and palm kernel
5.4 Brief Background of DESB
DESB is a special purpose vehicle incorporated to act as the holding company of the Issuer
moving forward.
5.5 Salient terms of the Share Sale Agreement in relation to the Proposed Acquisition
The Share Sale Agreement was executed between NUR as vendor (“Vendor”) and DESB as
purchaser (“Purchaser”) on 7 April 2012. Under the Share Sale Agreement, the Vendor
agrees to sell and the Purchaser agrees to purchase the Sale Shares (as defined herein) being
the 3 ordinary shares of RM1.00 only each in NUR Power, 1 ordinary share of RM1.00 only
each in NUR Generation and 1 ordinary share of RM1.00 only each in NUR Distribution
(collectively, the “Sale Shares”) for the purchase consideration of RM5.00 payable on the
completion date. On the completion date of the Share Sale Agreement, DESB shall
simultaneously procure the full and final settlement of the total indebtedness of NUR
Generation and NUR Distribution arising under the facility agreements set out in Appendix 2
of the Share Sale Agreement (“Indebtedness”) to the Existing Lenders by (a) paying in cash,
a sum of RM790 million only (“Settlement Sum”) and (b) issuing 40 million ordinary shares
in the share capital of DESB (pursuant to the capitalization of part of the Indebtedness),
credited as fully paid, and ranking pari passu with the issued ordinary shares (“Equity
Participation”).

N.U.R Power Sdn Bhd
The sale and purchase of the Sale Shares shall be conditional upon the following conditions
precedent:
(a) issuance of the approvals required from the Energy Commission of Malaysia, for the
change in shareholding in NUR Generation and NUR Distribution pursuant to the
transfer of the Sale Shares to DESB, being obtained;
(b) the acceptance by the Existing Lenders of the Settlement Sum and the Equity
Participation as full and final settlement of the Indebtedness, and agreement to waive
the principal portion of the difference between the Settlement Sum and the
Indebtedness; and
(c) the execution of the following agreements:
(i) Shareholders Agreement between TDKSB, and the respective Existing

Lenders in respect of shares held in DESB in accordance with the terms and
conditions as stipulated in Appendix 5 of the Share Sale Agreement and such
other terms to be mutually agreed by the parties thereto (the “Shareholders’
Agreement”);
(ii) a facility agreement and its security documents between the respective
Existing Lenders and DESB in respect of a proposed financing of up to
RM140,000,000.00 senior debt facility (the “Proposed Financing”) in
accordance with the terms and conditions as stipulated in Appendix 5 of the
Share Sale Agreement and such other terms to be mutually agreed by the
parties thereto; and
(iii) Put Option Agreement between TDKSB and the Existing Lenders in respect
of the shares held in DESB based on the terms and conditions as set out in
Appendix 3 of the Share Sale Agreement and such other terms to be mutually
agreed by the parties thereto (“Put Option Agreement”).
The Share Sale Agreement is subject to the following agreements becoming unconditional in
accordance with their respective terms and conditions (other than any condition therein
requiring the Share Sale Agreement to become unconditional):
(a) the facility agreement between the Existing Lenders and DESB in respect of the
Proposed Financing, together with its security documentation; and
(b) Put Option Agreement.
NUR and DESB are currently finalising the terms of the Supplementary Share Sale
Agreement to be executed prior to the signing of all of the transaction agreements. Key
amendments to the Share Sale Agreement are as follows:
(a) Sale Shares to be redefined as the following
(i) Two (2) ordinary shares of Ringgit Malaysia One (RM1.00) only each and
one (1) class B ordinary share of Ringgit Malaysia One (RM1.00) only each
in NUR Power; and
(ii) One (1) class B ordinary share of Ringgit Malaysia One (RM1.00) only in
NUR Generation.

N.U.R Power Sdn Bhd
The two class B shares are issued to capitalise debt owing to the Vendor. The terms and
conditions of the two (2) class B shares issued by NUR Power and NUR Generation are as
follows
(a) The class B shares shall not be entitled to receive any dividends, rights, allotments
and/or any other distributions that may be declared, made or paid;
(b) The class B shares shall not be entitled to any voting rights attached in the respective
companies; and
(c) The class B shares shall rank after the ordinary shares and redeemable preference
shares issued or to be issued by the respective companies in all respect.

N.U.R Power Sdn Bhd
6 PROJECT DOCUMENTS
6.1 Salient terms of the Power Purchase Agreement
The Power Purchase Agreement was executed between NUR Generation as the generator and
NUR Distribution as the purchaser on 27 November 1997. Under the Power Purchase
Agreement, NUR Generation has agreed to sell and NUR Distribution has agreed to purchase
and accept delivery of electricity energy generated by the power station and its distribution
system and to pay for the electrical generating capacity made available to NUR Distribution.
Unless earlier terminated, the Power Purchase Agreement shall subsist for the duration of the
licence granted to NUR Generation pursuant to Section 9 of the Electricity Supply Act 1990
to own and operate the power station and to supply energy and other services to NUR
Distribution (“Generator’s Licence”) and the licence granted to NUR Distribution pursuant
to Section 9 of the Electricity Supply Act 1990 to own and operate the transmission and
distribution system and to supply energy and other services to customers of NUR Distribution
(“Purchaser’s Licence”). The Power Purchase Agreement will terminate upon the expiry or
revocation of either the Generator’s Licence or the Purchaser’s Licence.
6.2 Salient terms of the Bulk Supply Agreement
The Bulk Supply Agreement was executed between TNB and NUR Distribution on 13
November 1997 as a back-up supply of electricity to the KHTP. Under the Bulk Supply
Agreement, TNB has agreed to provide electricity on a continuous and secured basis to NUR
Distribution by 132 kV lines and terminating at the KHTP substation for the purpose of NUR
Distribution’s eventual distribution to all consumers located or to be located within KHTP.
The scheme of supply of electricity by TNB to NUR Distribution shall be for bulk supply on a
priority basis subject to the national system stability not being jeopardised.
NUR Distribution shall pay to TNB monthly for all electricity consumed at the rate specified
in the bulk supply tariff as stated in the Bulk Supply Agreement provided always that TNB
may upon and subject to the approval of the relevant authority review the tariff imposed under
the Bulk Supply Agreement.
6.3 Salient terms of the Energy Supply Agreement
The Energy Supply Agreements entered into between NUR Distribution and the customers
within the KHTP are divided into the high voltage category and the low voltage category.
In relation to the high voltage Energy Supply Agreements (“High Voltage ESA”), the term of
such agreements range from a minimum period of 1 year to 5 years subject to extension as
may be agreed by the parties from time to time. During the term of the High Voltage ESA, the
customers of the High Voltage ESA shall pay NUR Distribution for all electricity consumed
at the rates as may be gazetted from time to time pursuant to the Electricity Supply Act 1990
at the applicable tariff chargeable by NUR Distribution to its large power customers or if no
such rates are gazetted in relation to NUR Distribution, at rates no higher than the tariff
chargeable by TNB.
In relation to the low voltage Energy Supply Agreements, NUR Distribution shall supply to
its customers electricity at low voltage and they shall pay the Tariff A from time to time
charged by NUR Distribution for the supply of electricity subject to a monthly minimum
charge.

N.U.R Power Sdn Bhd
6.4 Salient terms of the Gas Supply Agreement
The Gas Supply Agreement was executed between Petronas Nasional Berhad (“Petronas”)
and NUR Generation on 28 December 1999. Under the Gas Supply Agreement, Petronas
agreed to sell and deliver and NUR Generation agreed to purchase, receive and pay for dry
gas for the purpose of electricity generation in the KHTP, Mukim Padang China, Daerah
Kulim, Kedah. The Gas Supply Agreeement became effective on 28 December 1999 and
subject to any specific rights of termination or extension in the Gas Supply Agreement shall
expire on 28 December 2020. During each contract year and in each quarter of each contract
year, NUR Generation is bound to purchase and take delivery of a certain percentage of the
net annual contract quantity, failing which NUR Generation would be bound to pay for such
deficiency in accordance with the terms and conditions of the Gas Supply Agreement.
The price of dry gas supplied by Petronas to NUR Generation shall be the same as the price
paid by TNB to Petronas and in the event dry gas is supplied by Petronas to TNB at different
prices, the price payable by NUR Generation shall be the weighted average of the prices paid
by TNB. If TNB ceases to be supplied dry gas by Petronas, the parties would negotiate on the
price and pending final resolution, the price shall be calculated with a formula set out in the
Gas Supply Agreement.
In the event of a gas supply curtailment however arising, including as a result of force
majeure, emergency situation or maintenance shutdown, Petronas may provide priority of
supply to NUR Generation subject to various conditions as contained in the Gas Supply
Agreement. The provision of priority of supply to NUR Generation shall only be applicable in
the situation of NUR Generation generating electricity within KHTP and will not be
applicable for the purpose of generation of electricity by NUR Generation for transmission,
distribution or sale to the operator of the national electricity grid.
6.5 Salient terms of the Operation and Maintenance Agreement
The OMMA was executed between NUR and Energy Management Services Sdn Bhd
(“Operator”) on 27 November 1997 which was supplemented by the OMM Supplemental
Document dated 16 December 1998. Under the OMMA, the Operator will provide to NUR
various management services for NUR and operations and maintenance services in respect of
the power plant and the distribution network for the supply of electricity from the power plant
to the tenants and/or consumers within KHTP. The OMMA commenced on the effective date
being the date of the notice to proceed by which NUR confirmed that all the conditions
precedent is fulfilled to the satisfaction of NUR in accordance with the terms of OMMA.
With the consent of NUR, all the obligations of the Operator under the OMMA has been sub-
contracted to Electricity Supply Board Services BV (the “Sub-Contractor”) pursuant to the
OMM Sub-Contract Agreement dated 27 November 1997 entered into between the Operator
and the Sub-Contractor (“Sub-Contract”). The Sub-Contractor shall perform its obligations
under the Sub-Contract at the same time and for the same duration as the Operator would
perform under the OMMA.
Pursuant to the OMMA and the Sub-Contract, NUR, the Operator and the Sub-Contractor
entered into the OMM Direct Deed dated 27 November 1997 (“Direct Deed”) whereby NUR
agreed to give the Sub-Contractor notice of any breach of the OMMA by the Operator or any
event which it considers as being a repudiation of the OMMA by the Operator and that NUR
will not exercise any right to terminate the OMMA or withhold performance of its obligations
under the OMMA without giving the Sub-Contractor 90 days written notice of such intention
(“Termination Notice”). With effect from the giving of a Termination Notice, the Sub-
Contractor shall be entitled by giving 7 days’ written notice to NUR (“Step-in Notice”) to
require NUR and the Operator to novate the OMMA within 14 days of the date of the Step-in
N.U.R Power Sdn Bhd
Notice so that the Sub-Contractor assumes all the rights, title, interest and benefit of the
Operator in and to the OMMA.
Pursuant to the Direct Deed, ESB International Ltd (“Guarantor”) has provided a guarantee
dated 27 November 1997 to NUR as beneficiary (“Guarantee”) whereby the Guarantor
irrevocably and unconditionally guaranteed the due and punctual performance by the Sub-
Contractor and all of the obligations, duties and undertakings of the Sub-Contractor under the
Sub-Contract and the Direct Deed. Under the Guarantee, the Guarantor has also irrevocably
and unconditionally undertaken to indemnify NUR for all losses, damages, costs and
expenses suffered or incurred by NUR by reason of any act, default or omission on the part of
the Sub-Contractor under the Sub-Contract and the Direct Deed.
By a supplemental agreement dated 17 May 2012 entered into between NUR and the
Operator, the OMMA is expected to expire on 30 June 2014. Pursuant to various novation
agreements dated 17 May 2012 entered into between NUR, the Operator and NUR Power, the
OMMA, the Direct Deed and the Guarantee has been novated from NUR to NUR Power
whereby NUR Power shall be substituted as a party to the OMMA, the Direct Deed and the
Guarantee in place of NUR.

N.U.R Power Sdn Bhd
7 LICENSING AND INSURANCES
7.1 Licences
The GoM through its regulatory and licensing body, the Energy Commission, issued two
separate generation and distribution licences in January 1997 to NUR Generation and NUR
Distribution respectively. Both licences were subsequently updated and reissued in September
1998 and runs for a duration of 30 years until 2028.
The generation licence dated 17 September 1998 (“Generation Licence”) allows for the
development of a power station and in-situ generation in the KHTP with a nominal capacity
of 440MW. The distribution licence dated 17 September 1998 (“Distribution Licence”)
allows for transmission and distribution of electricity to the KHTP franchise area. Together
these two licences provide the framework for the existence of the IPU and granting of an
exclusive franchise to generate and distribute power in the KHTP area.
Summary of the Salient Terms of the Distribution Licence
A summary of the salient terms of the Distribution Licence is as follows:
(i) Requirement to notify the Energy Commission in not less than two months prior
written notice of its intention to acquire, dispose of or relinquish control over any
asset with a value in excess of RM10.0 million.
(ii) Any change in the shareholders and shareholding structure of NUR Distribution
requires prior written approval of the Minister for the time being charged with the
responsibility for matters relating to the supply of electricity (“Minister”).
(iii) The Distribution License shall not be transferred, charged, pledged or otherwise
encumbered without the prior written approval of the Minister.
(iv) The creation of any charge, mortgages, pledges, lien or other securities over the land
used for the power plant is prohibited without express consent of the Minister.
Summary of the Salient Terms of the Generation Licence
A summary of the salient terms of the Generation Licence is as follows:
(i) Requirement to notify the Energy Commission in not less than two months prior
written notice of its intention to acquire, dispose of or relinquish control over any
asset with a value in excess of RM10.0 million.
(ii) Any change in the shareholders and shareholding structure of NUR Generation
requires prior written approval of the Minister.
(iii) The Generation License shall not be transferred, charged, pledged or otherwise
encumbered without the prior written approval of the Minister.
(iv) The creation of any charge, mortgages, pledges, lien or other securities over the land
used for the power plant is prohibited without express consent of the Minister.

N.U.R Power Sdn Bhd
7.2 Insurances
The NUR Power Group has in place the following main insurance policies with regard to the
IPU for the year 2012:
(a) Industrial all risks insurance (material damage and business interruption)
Property insured
Section I – Material Damage
On all real and personal property of the insured of every nature and description
comprising the power plant and the distribution system including the gas receiving
station.
Section II – Business Interruption

Loss resulting from interruption and interference of business in consequence of damage
indemnifiable under Section I.
Sum insured
Section I
(a) In respect of NUR Generation: On power plant (operating section and silent section) -
RM 935,500,350.00
(b) In respect of NUR Distribution: On all parts of the distribution system and PMU
within the KHTP park and cables - RM 487,824,000.00
Total for Section I: RM1,423,324,350.00
Section II
(a) In respect of NUR Generation: On gross profit and standing charges - RM
294,426,144.00; On auditors fees - RM 50,000.00
(b) In respect of NUR Distribution: On gross profit and standing charges - RM
128,211,464.00; On auditors fees - RM 50,000.00
Total for Section II: RM422,737,698.00
Total Sum Insured: RM 1,846,061,958.00
(b) Machinery breakdown insurance (material damage and business interruption)
Property insured
All machinery, plant and equipment of every kind and description the property of the
insured or for which they are responsible to insure, held in their care, control or custody
and as declared or intended to be declared by the insured for insurance hereunder it being
the insured intention to insure all plant, machinery and equipment that are operating
comprising the power plants, distribution systems and all parts there of forming the
KHTP IPU.
Sum insured
Section I - Material Damage
(a) In respect of NUR Generation: On power plant operating sections:
RM636,238,274.00
(b) In respect of NUR Distribution: machinery and equipment in respect of the whole of
the distribution system and PMU: RM246,334,000.00
On all cables: RM184,000,000.00
Total for Section I: RM 1,066,572,274.00
N.U.R Power Sdn Bhd
It shall be a requirement to this section of the policy that the sum insured is equal to 85%
of the cost of the replacement of the insured machinery by new machinery of the same
kind and capacity, which means its cost of replacement including e.g. freight, dues and
customs duties, if any, and cost of erection. If the sum insured is less than the amount
required to be insured, the insurers will pay only in such proportion as the sum insured
bears to the amount required to be insured. Every item if more than one shall be subject to
this condition separately.

(a) In respect of NUR Generation: On loss of gross profit and standing charges:
RM294,426,144.00
On auditors fees: RM50.000.00
(b) In respect of NUR Distribution: On loss of gross profit and standing charges:
RM64,105,732.00
On auditors fees: RM50,000.00
Total for Section II: RM358,631,876.00
Total Sum Insured: RM1,425,204,150.00
(c) Office equipment all risks insurance
Property insured
On office furniture, fixtures and fittings and all office equipment including office
electronic data processing, projectors, office contents, maintenance tools and equipment
located within the Insured’s premises or in the cable/fault detection vehicle or anywhere
within the KHTP industrial park or within Malaysia.
Sum insured
RM6,000,000.00
(d) Comprehensive general liability insurance.
Property insured
The policy shall indemnify the insured for all claims made against the insured for sums
which the insured shall be legally liable to pay compensation in respect of:
(i) Personal injury; or

(ii) Property damage,
lodged against the insured provided the claim is both first made against the Insured during
the policy period and notified to the insurer during the policy period. In addition, the
‘personal injury’ and/or ‘property damage’ did not occur before the retroactive date of 4
April 2002 or after the end of the policy period.
Sum insured
RM30,000,000 any one accident and in the aggregate for the period of insurance.

N.U.R Power Sdn Bhd
(e) Erection All Risks Insurance (until 2 July 2012)
Property insured
1.01 The Works

The Work(s) including, inter alia, all permanent and temporary, constructional, erection,
installation, rehabilitation and servicing works executed in performance of the contract(s)
including materials used therein (incorporated or to be incorporated), costs and expenses
incurred from work performed, labour, all services, freight, erection and hire of temporary
structures, constructional plant, tools and equipment (but excluding loss or damage to
constructional plant, tools and equipment unless stated in the Schedule) and all other
expenses incurred in connection with the contract.
1.02 Principal’s Existing Property / Surrounding Property

The Work(s) involves depreservation, re-commissioning and/or repairs and/or servicing
and/or rehabilitation and live (hot) testing of existing plant and equipment for the
Combined Cycle Block 2 (CCB2) and 4 units of Heat Recovery Steam Generating Sets
(HRSG).
Item 1.02 is in respect of insured principals existing property of every description whether
they be a part of the Works (or otherwise) adjacent to or forming a part of or a component
of existing machinery, plant, equipment where such loss or damage arises from the
contractors’ activities.
Indemnity under Section I, (1.01) and (1.02) of this policy shall include all cost and
expenses incurred as a consequent of loss or damage and shall include cost and expense
to re-instate work carried out or to recompense the Insured for, inter alia, work carried
out, replacement of damaged items, parts, materials, spare parts, labour and overtime,
expediting cost and expenses, professional fees including removal of debris and others as
per extension clauses attached to this policy.
Section II – Third party Liability
Liability to third parties arising from the Works for bodily injury and third party property
damage excluding consequential loss suffered by third parties for failure to supply
electricity.
Sum insured
(a) Material Damage to the ‘works’ as outlined in property insured (Provisional Sum
Insured subject to Premium Adjustment Clause) – RM54,460,000.00
(b) Damage to principal existing / surrounding property (Limit of Liability) –
RM50,000,00.00
Section II – Third Party Liability
RM7,500,000.00 any one occurrence and unlimited for any one period of insurance.

N.U.R Power Sdn Bhd
8 KEY RISKS AND INVESTMENT CONSIDERATIONS
The following is a summary of certain investment considerations of the Sukuk Mudharabah

which prospective Investors should be aware; however this summary is not intended to be
exhaustive and the Investors should read the detailed information set out elsewhere in this
Information Memorandum. Prospective investors should undertake their own investigations
and analysis on the Issuer, its business and the risks associated with the issue and should
consider carefully, in light of their own financial circumstances and investment objectives, the
investment considerations set forth below along with other information set forth in this
Information Memorandum before making an investment decision.
8.1 Considerations relating to the Sukuk Mudharabah
8.1.1 Rating of the Sukuk Mudharabah is no guarantee of Issuer's paying ability
It is a condition to the issuance of the Sukuk Mudharabah that they shall be accorded
a rating of AAA. The Sukuk Mudharabah has been accorded an indicative rating of
AAA(bg)/AAA(fg) by the Rating Agency.
A rating addresses the likelihood of full and timely payment of interest and principal
to the holders of the Sukuk Mudharabah. A rating is not a recommendation to buy,
hold or sell the Sukuk Mudharabah and there can be no assurance that such a rating
will not be revised on a periodic review basis by the said rating agency during the
tenure of the Sukuk Mudharabah or that such a rating will not be withdrawn entirely
if circumstances in the future so warrant.
Further, such a rating is not a guarantee of payment or that there will be no default by
the Issuer or its Guarantors under the Sukuk Mudharabah. In the event that the ratings
initially assigned to the Sukuk Mudharabah are subsequently lowered or withdrawn
for any reason, no person or entity will be obligated to provide any additional credit
enhancement with respect to the Sukuk Mudharabah. Any downgrade or withdrawal
of a rating will not necessarily constitute a Dissolution Event but may have an
adverse effect on the liquidity and the market price of the Sukuk Mudharabah.
8.1.2 Issuer's ability to meet its obligations under the Sukuk Mudharabah
The Sukuk Mudharabah represent the direct obligations of the Issuer. Under the terms
of the Sukuk Mudharabah, payment under the Sukuk Mudharabah will not be the
obligations or responsibilities of any other person other than Issuer. In particular, the
Sukuk Mudharabah will not be the obligations or responsibilities of the Principal
Adviser/Lead Arranger/Lead Manager, the Facility Agent, the Trustee or any
subsidiary or affiliate thereof, and any other person involved or interested in the
transactions envisaged under the Sukuk Mudharabah.
8.1.3 Sukuk Mudharabah are unsecured obligations
The Sukuk Mudharabah are unsecured obligations of the Issuer and accordingly the
Sukukholders will not have any priority right in respect of its recourse to the assets of
the Issuer to satisfy payment obligations of the Issuer under the Sukuk Mudharabah.
Although the Sukuk Mudharabah are supported by the Bank Guarantee-i pursuant to
the BG-i Facility and Danajamin Kafalah pursuant to the Al-Kafalah Facility, such
financial guarantees are merely contractual obligations of the respective Guarantors to
pay the guaranteed amount on demand upon occurrence of certain specified event(s)
and does not confer on the Sukukholders with rights to priority of payment out of the

N.U.R Power Sdn Bhd
assets of the Issuer in the event of insolvency or winding up of the Issuer.

Sukukholders are considered unsecured creditors of the Issuer.
8.1.4 Payment Risk
The primary source of the payment on the Sukuk Mudharabah will be the operating
cash flows from the subsidiaries of NUR Power. NUR Generation and NUR
Distribution may not be able to generate sufficient operating cash flows in time to
meet the Issuer’s repayment obligations under the Sukuk Mudharabah and upon
expiry of the tenure, there is also uncertainty as to whether the Issuer will be able to
obtain refinancing to settle all outstanding Sukuk Mudharabah under the Sukuk
Mudharabah Facility.
8.1.5 Liquidity of the Sukuk Mudharabah
The Sukuk Mudharabah comprise a new issue of securities for which there is
currently no public market. The Sukuk Mudharabah will not be listed on Bursa
Malaysia Securities Berhad or any other exchange. In other words, there can be no
assurance regarding the future development of a secondary market for the Sukuk
Mudharabah and liquidity of any market that may develop, the ability of the
Sukukholders to sell their Sukuk Mudharabah, or the prices at which such
Sukukholders may be able to sell their Sukuk Mudharabah. In the event that a
secondary market for the Sukuk Mudharabah does develop, there is no assurance that
it will continue. Accordingly, the purchase or subscription of the Sukuk Mudharabah
is suitable only for investors who can bear the risks associated with a lack of liquidity
in the Sukuk Mudharabah apart from the financial and other risks associated with an
investment in the Sukuk Mudharabah. Notwithstanding the above, as the Sukuk
Mudharabah are assigned a long term rating of AAA(bg) /AAA(fg) by the Rating
Agency, there is a high level of liquidity due to strong demand for highly rated
papers, by virtue that the Sukuk Mudharabah are irrevocably and unconditionally
guaranteed by the Guarantee Facilities.
8.1.6 The market value of the Sukuk Mudharabah may be subject to fluctuation
Trading prices of the Sukuk Mudharabah may be influenced by numerous factors,

including the general political, economic, financial and any other factors that can
affect capital markets in general. Any adverse economic and financial developments
could have an effect on the market value of the Sukuk Mudharabah.
8.1.7 An investment in the Sukuk Mudharabah is subject to interest rate risk
The Sukuk Mudharabah are fixed income securities and may therefore see their prices
fluctuate due to movements in interest rates. Generally, a rise in interest rates may
cause a fall in the price of the Sukuk Mudharabah. The Sukuk Mudharabah may be
similarly affected resulting in a capital loss for the Sukukholders. Conversely, when
interest rates fall, the prices of the Sukuk Mudharabah and the price at which the
Sukuk Mudharabah trade may rise. Sukukholders may enjoy a capital gain but profit
received may be reinvested for lower returns.
8.1.8 An investment in the Sukuk Mudharabah is subject to inflation risk
The Sukukholders would have an anticipated rate of return based on expected

inflation rates on the purchase of the Sukuk Mudharabah. An unexpected increase in
inflation could reduce the real rate of return to the Sukukholders.

N.U.R Power Sdn Bhd
8.1.9 Risks Inherent to the Guarantors
The Sukuk Mudharabah are guaranteed by Danajamin and Maybank Islamic, in

respect of the payment obligations of the Issuer pursuant to the Exercise Price under
the Purchase Undertaking in respect of the nominal value of the Al-Kafalah Tranche
and one Periodic Distribution payment (not including compensation for late payment
and other charges in respect of the Sukuk Mudharabah). The payment under such
Guarantee Facilities will be dependent upon the financial strength and the ability to
pay of the respective Guarantors and subject to the risks inherent to the business and
operations of the respective Guarantors.
The prospective investors are requested to conduct their own independent assessment
and evaluation of the Guarantors.
8.2 Considerations relating to the Issuer and its business
8.2.1 Demand Risk
As an IPU with exclusive rights to generate and distribute electricity to tenants of

KHTP, the Issuer is dependent on electricity demand from tenants of KHTP. The
majority of tenants in KHTP are multinational high technology manufacturing
industries involved in the fields of electronics, mechatronics, telecommunications,
photovoltaics, biomedical, advances material and companies involved in research and
development.
Electricity demand in KHTP has risen in tandem with the increase of tenants in KHTP
with 10.6% growth recorded for the period from December 2010 to December 2011.
As of 29 February 2012, electricity park demand is reported to be around 176.74 MW.
As at 29 February 2012, approximately 97% of electricity produced is supplied to 27

industrial customers (33kV and 11kV), of which five (5) industrial customers
constitute 72% of demand in the electricity supplied. These customers include First
Solar (Malaysia) Sdn Bhd, Intel Technology Sdn Bhd, Fuji Electric (Malaysia) Sdn
Bhd, Infineon Technologies (Kulim) Sdn Bhd and SilTerra Malaysia Sdn Bhd.
Demand from these industrial customers are deemed stable and the risk for these
industrial customers to discontinue their operations in the short-to-medium future is
further mitigated by the following factors:
(a) Significant investments made to set up and establish their facilities at KHTP;
and
(b) Majority of the high-voltage customers are global multi-national companies and
have a minimum of three years’ operating presence in KHTP.
8.2.2 Revocation of Licences
The Licences granted by the Energy Commission may be revoked by the Energy
Commission where any of the conditions imposed in the Licences is breached. NUR
Power Group will take all the necessary steps and measures to be in compliance with
all conditions of the Licences to mitigate the risk of having the Licences suspended or
revoked.
The governing laws are subject to change from time to time which is not within the
control of the Issuer. Notwithstanding this, NUR Power Group will take all steps
necessary to be in compliance with the applicable governing laws.

N.U.R Power Sdn Bhd
8.2.3 Operations and Maintenance Risk
NUR Power Group faces the ongoing risk of operation which includes but not limited
to meet technical parameters such as heat rate, system availability, system reliability,
breakdown, failure of equipment or the aging of equipment. Any of the foregoing
could increase the costs of operating the plant including maintenance and repair costs,
hence reducing the net income and cashflow to NUR Power Group.
These risks are addressed to a certain extent via the appointment of EMAS through
the OMMA to undertake the operations and maintenance of the power plant. The
OMMA which is expected to be supplemented will be expected to expire in June
2014.
The operations and maintenance risks is also mitigated to a certain extent by virtue of
EMAS conducting its role in collaboration with the ESBI. ESBI is a growing
international energy company and one of Europe's leading engineering and
consultancy organizations. ESBI invests in, develops, owns, operates and maintains
power stations both nationally and internationally, and also trades electricity in
competitive European energy markets. However, there can be no assurance that the
Issuer’s financial position will not be materially affected in the event EMAS does not
perform satisfactorily according to the OMMA.
8.2.4 Gas Supply Risk
NUR Power Group is solely reliant on the supply of gas from Petronas in order to
generate electricity. Any curtailment of the supply of gas would affect the operations
of the power plant and subsequently the distribution to the consumers within KHTP.
8.2.5 Gas Price
NUR Generation currently purchases gas at a subsidized rate. The gas price is
determined by the GOM, hence NUR Generation has no flexibility over determination
of gas price. There is risk that NUR Generation and NUR Distribution may not be
able to pass through the cost increase to customers which would adversely affect its
operations. The gazetted tariff increase being disproportionate to the gas price
increase is a risk to NUR Power Group.
8.2.6 TOP obligations under the Gas Supply Agreement
In accordance with the Gas Supply Agreement entered into between NUR Generation
and Petronas, NUR Generation is obliged to purchase the TOP quantity of a certain
percentage of the net ACQ of natural gas in each Gas Supply Agreement contract
year. NUR Generation is subject to the TOP charges on the shortfall of actual gas
purchased against an agreed minimum quantity of gas to be purchased by NUR
Generation. Backed by the increasing demand from major customers, NUR
Generation’s gas uptake has exceeded the TOP quantity of gas as at December 2011
with the current 2-block regime recognised under the Gas Supply Supplemental
Agreement. Where NUR Generation has in any Gas Supply Agreement contract year,
paid for any quantity of natural gas but not taken delivery of the same, NUR
Generation may subject to Petronas’ delivery capability, take delivery of such
quantities of natural gas in the following Gas Supply Agreement contract year.

N.U.R Power Sdn Bhd
8.2.7 Insurance
The operation of the power plant may be affected by many factors such as the
breakdown of equipment, financial loss resulting from interruption of business,
damage to plant, machinery and equipment, fire and lightning. The management has
taken steps to ensure that NUR Power Group’s business and assets are adequately
insured. However, there can be no assurance that the insurance cover would be
sufficient to pay for the replacement cost of all its assets, businesses or any
consequential costs arising therefrom.
Any loss in excess of insured/covered limits would result in the loss of future revenue
and the Issuer may be required to fund the repair or replacement of any asset damaged
or lost. Any such loss may adversely affect the results of operations and financial
conditions of the Issuer.
8.2.7 Cash Flow Projections
The cash flow projections of the Issuer are based on reasonable assumptions made by
the Issuer that are nevertheless subject to uncertainties and contingencies. Owing to
the subjective judgments and inherent uncertainties of the forecast/projections and
given that events and circumstances may not occur as expected, there can be no
assurance that the forecast/projections contained herein will be achieved, or, that
actual results may be materially different from those forecast/projected. A fluctuation
in the demand profile or reduction of load by the high –voltage customers resulting in
a lower demand of electricity may adversely affect the cash flow projections of the
Issuer.
8.2.8 Capital and Operational Expenditure
The operations of the NUR Power Group may be affected by unexpected capital and
operational expenditure resulting from unbudgeted items, damage to equipment and
such damage has not been insured or major purchases which have not been budgeted
for. The NUR Power Group’s ability to meet capital and operational expenditure may
be affected by unforeseen power plant outages or unplanned disruption in machinery
use which would result in the need to import electricity supply from TNB and thereby
causing the NUR Power Group to incur higher than normal charges.
8.3 General Considerations
8.3.1 Regulatory Considerations
Changes in law and regulations are unpredictable and beyond the Issuer’s control and
may affect the way the Issuer conducts its business. Such changes may be more
restrictive or result in higher costs than current requirements or otherwise materially
impact its businesses, results of operations or financial condition.
8.3.2 Political and Economic Considerations
The development and performance of the Issuer may be affected by economic and
political uncertainties, which are beyond the control of the Issuer, such as change in
government, risk of war, risk of terrorist attacks, expropriation and renegotiations or
nullification of existing contracts.
8.3.3 Change of law

N.U.R Power Sdn Bhd
The structure of the transaction and, inter alia, the issue of the Sukuk Mudharabah are
based on Malaysian law, tax and administrative practice in effect as at the date hereof
and having due regard to the expected tax treatment of all relevant statutes under such
law and practice. No assurance can be given that Malaysian law, tax or administrative
practice will not change after the date of Issue or that such change will not adversely
impact the structure of the transaction and the treatment of the Sukuk Mudharabah.
8.3.4 Force Majeure
An event of force majeure is an event which is not within the control of the party
affected, which that party is unable to prevent, avoid or remove and includes war and
acts of terrorism, riot and disorders, natural catastrophes and others. The occurrence
of a force majeure event may have a material impact on the company’s business.
8.4 Forward Looking Statements
Certain statements in this Information Memorandum are historical in nature and are not
necessarily reflective of future results, which are subject to uncertainties. Similarly, other
statements are forward-looking and based on assumptions and estimates of the Issuer.
Although the Issuer believes that these statements and assumptions are reasonable, they are
nevertheless subject to risks known and unknown, uncertainties and uncontrollable factors
that may cause the actual performance and results to differ significantly from what is
forecasted in this Information Memorandum.
No assurance can be given that any of these forward looking statements can be realised. As a
result, such forward looking statements should not be interpreted as a warranty or
representation by the Issuer or any other person that the objectives of the companies will be
accomplished.

N.U.R Power Sdn Bhd
9 OTHER MATERIAL INFORMATION
9.1 Potential Conflict of Interest
9.1.1 Maybank IB
Maybank IB and Maybank Islamic are wholly owned subsidiaries of Maybank.
Maybank IB has been appointed as the principal adviser, lead arranger, lead manager,
facility agent (“PA/LA/LM/FA”) for the Sukuk Mudharabah Facility. Maybank is
one of the Existing Lenders. Part of the proceeds raised from the Sukuk Mudharabah
Facility shall be utilised to finance the settlement sum to Maybank as one of the
Existing Lenders.
Maybank will also be a syndicate lender under a proposed facility to be granted to

DESB pursuant to the terms of the Share Sale Agreement (“Proposed Senior Debt
Facility”). The proceeds arising from the Proposed Senior Debt Facility will
ultimately form part of the settlement sum to the Existing Lenders.
Maybank Islamic will act as the Guarantor for the Sukuk Mudharabah Facility
pursuant to the BG-i Facility. In addition, Maybank IB has been appointed as the
adviser to DESB with respect to the Proposed Acquisition.
In view of the above, there is a potential conflict of interest arising from Maybank
IB’s role as the PA/LA/LM/FA.
Maybank IB has considered the factors involved and it believes that objectivity and
independence, in carrying out its role as the PA/LA/LM/FA, have been and will be
maintained at all times for the following reasons:
(i) Maybank IB is a licensed investment bank and its appointment as

PA/LA/LM/FA for the Sukuk Mudharabah Facility is in its ordinary course of
business; and
(ii) the role of Maybank IB will be governed by the relevant agreements and
documentation which shall clearly set out the rights, duties and responsibilities
of Maybank IB in its capacity as PA/LA/LM/FA for the Sukuk Mudharabah
Facility.
9.1.2 ZRp
Messrs ZRp has been appointed as the solicitors for the PA/LA/LM/FA and the
Guarantors under the Sukuk Mudharabah Facility (“Solicitors for PA/LA/LM/FA
and Guarantors”) and the solicitors for DESB with respect to the Proposed
Acquisition (“Solicitors for DESB”).

N.U.R Power Sdn Bhd
In view of the above, there is a potential conflict of interest arising from Messrs
ZRp’s role as the Solicitors for PA/LA/LM/FA and Guarantors and the Solicitors for
DESB.
Messrs ZRp has considered the factors involved and it believes that objectivity and
independence, in carrying out its role as the Solicitors for PA/LA/LM/FA and
Guarantors and the Solicitors for DESB, have been and will be maintained at all
times as the role of Messrs ZRp has been clearly set out in the mandate letters issued
by Messrs ZRp in relation to its role as Solicitors for PA/LA/LM/FA and Guarantors
and the Solicitors for DESB, respectively.
9.1.3 Pacific Trustees
Pacific Trustees has been appointed as the trustee for the Sukuk Mudharabah Facility.
After making enquiries as were reasonable in the circumstances, Pacific Trustees has
confirmed that they are not aware of any circumstances which would give rise to a
conflict of interest or potential conflict of interest in its capacity as the trustee for the
Sukuk Mudharabah Facility.
Appropriate Mitigating Measures
As a mitigating measure and to address the potential conflicts of interest set out
above, the following measures have been taken:
(i) The Issuer’s board of directors is fully aware of the potential conflict of
interest. Notwithstanding the aforementioned potential conflict of interest, the
Issuer’s board of directors is agreeable to proceed with the implementation of
the Sukuk Mudharabah Facility based on the present arrangement and terms
herein; and
(ii) Disclosures will be made to all prospective investors in the information

memorandum to be issued by the Issuer in respect of the Sukuk Mudharabah
Facility.
9.2 Material Litigation
As at 29 February 2012, the Issuer, NUR Generation and NUR Distribution are not engaged in
any material litigation, claims or arbitration either as plaintiff or defendant, and the Issuer,
NUR Generation and NUR Distribution are not aware of any proceedings pending or
threatened or any judgments entered against the Issuer, NUR Generation and NUR
Distribution or any other facts likely to give rise to any proceedings which would materially
and adversely affect the financial position or the business of the Issuer, NUR Generation and
NUR Distribution.

N.U.R Power Sdn Bhd
10 INDUSTRY OVERVIEW
10.1 Outlook on the Malaysian Economy
The global economic and financial conditions continued to experience stress in the fourth
quarter of 2011, following heightened concerns over the resolution of the European sovereign
debt crisis. Growth in the advanced economies was affected by high unemployment, weak
housing markets and fiscal issues while growth in Asia was affected by weaker external
demand. Despite the challenging external environment, the Malaysian economy expanded by
5.2% (3Q 11: 5.8%), with growth being underpinned by domestic demand. The favourable
domestic demand conditions were supported by both private and public sector spending. On
the supply side, the services sector recorded slower growth, while the manufacturing sector
grew at a similar pace to the previous quarter, reflecting the weaker external environment
amid sustained growth in domestic activity. Other sectors, however, recorded improvements
during the quarter, while the agriculture sector continued to record strong growth. For the
whole year, the Malaysian economy expanded by 5.1%.
Domestic demand expanded by 10.5% during the quarter (3Q 11: 9.0%), driven by the
continued expansion in household and business spending, and public sector expenditure.
Private consumption increased by 7.1% (3Q 11: 7.3%), supported by favourable income
growth while public consumption expanded by 23.6% (3Q 11: 21.7%) following higher
expenditure on emoluments and supplies and services. Gross fixed capital formation
increased by 8.5% (3Q 11: 6.1%), supported by continued expansion in capital spending by
the private sector and the non-financial public enterprises. The Federal Government
development expenditure during the quarter was mostly channelled into the transportation,
and trade and industry sectors.
On the supply side, activity in the services sector moderated in the fourth quarter, while the
manufacturing sector expanded at a similar pace to the previous quarter. This trend reflected
the weaker external environment amid strong performance in domestic-oriented activity. The
agriculture sector continued to expand on account of strong production of crude palm oil,
while mining output recorded a slower contraction. The construction sector registered higher
growth, supported by the implementation of major infrastructure projects.
The headline inflation rate, as measured by the annual change in the Consumer Price Index
(CPI), declined to 3.2% in the fourth quarter (3Q 11: 3.4%). Inflation in the transport
category was lower at 3.2% (3Q 11: 4.3%) as the impact of the one-off adjustment on the
prices of RON95 petrol, diesel and LPG in December 2010 wore off. Inflation in the food and
non-alcoholic beverages category, however, rose to 5.3% during the quarter (3Q 11: 4.8%),
mainly due to higher prices in the fish and seafood subcategory.
In the external sector, the current account surplus narrowed in the fourth quarter, but
remained large at RM22 billion, equivalent to 10.1% of GNI. The lower surplus reflected the
lower goods surplus, higher trade deficits and larger income outflows. The goods surplus was
slightly lower at RM36.9 billion as gross exports expanded at a more moderate pace (9.8%;
3Q 11: 11.4%), while import growth was sustained (7.6%; 3Q 11: 7.4%).
The financial account turned around from a net outflow position to record a small net inflow
of RM0.2 billion in the fourth quarter (3Q 11: -RM23.3 billion), due to the significantly
smaller net outflow of portfolio funds and higher net inflow of other investments. During the
quarter, foreign direct investment recorded a higher net inflow of RM6.5 billion (3Q 11:
+RM5.2 billion), supported by higher retained earnings by the multinational companies
(MNCs) in Malaysia and higher inflow of equity capital. Direct investments abroad by
Malaysian companies increased further to -RM14.4 billion (3Q 11: -RM12.9 billion),
reflecting higher outflow of equity capital and larger earnings retained abroad for
reinvestment purposes. The overall balance of payments continued to remain strong,
N.U.R Power Sdn Bhd
recording a surplus of RM6.3 billion in the fourth quarter (3Q 11: RM10.9 billion), as the
current account surplus remained high and the financial account registered a net inflow
position.
The international reserves of Bank Negara Malaysia amounted to RM423.4 billion

(equivalent to USD133.6 billion) as at 31 December 2011. The reserves level as at 31
December 2011 has taken into account the quarterly adjustment of the foreign exchange
revaluation loss, following the strengthening of the ringgit against some major currencies
during the quarter. As at 31 January 2012, the reserves position amounted to RM424.8 billion
(equivalent to USD134.1 billion), sufficient to finance 9.6 months of retained imports and is
4.1 times the short-term external debt.
The Overnight Policy Rate (OPR) was left unchanged at 3.00% in the fourth quarter of 2011
given the higher downside risks to growth and lower upside risks to inflation. At the
prevailing level, the OPR remains supportive of economic activity.
Reflecting the unchanged OPR, the average overnight interbank rate and interbank rates of
other maturities were relatively stable. In terms of retail interest rates, the average quoted
fixed deposit (FD) rates of commercial banks were stable during the quarter. The average
base lending rate (BLR) of commercial banks decreased slightly to 6.53% as at end-
December due to the inclusion of a new foreign bank with a lower BLR in December. The
weighted average lending rate (ALR) on loans outstanding moderated slightly to 5.66% as at
end-December 2011 (end-September 5.70%). The cost of borrowing for businesses and
households is still below pre-crisis levels and remains supportive of the economy.
In the fourth quarter, total gross financing raised by the private sector through the banking
system and the capital market increased to RM240.6 billion (3Q 11: RM223.9 billion). The
higher financing reflected increased loan disbursements during the quarter. On a net basis,
banking system loans and PDS outstanding expanded at an annual growth rate of 12.5% as at
end- December (3Q 11: 13.4%). The major loan indicators posted strong performances in the
fourth quarter.
Net funds raised in the capital market increased to RM19.4 billion during the quarter (3Q 11:
RM12.7 billion). Of this amount, RM15.9 billion was raised by the public sector. There was a
significantly lower amount of redemptions by the public sector during the quarter. In the
private sector, fund raising activity remained healthy. After adjusting for redemptions, net
funds raised by the private sector amounted to RM3.5 billion.
The monetary aggregates grew at a stronger pace during the fourth quarter. M3, or broad
money, expanded at a faster annual growth rate of 14.4% as at end-December (end-September
2011: 12.5%).
The global economic recovery continued in the fourth quarter, albeit at a more modest pace.
Growth prospects, however, have become increasingly uncertain with the emergence of
greater downside risks. In particular, policy uncertainty on the resolution of the ongoing
sovereign debt crisis in Europe amid fiscal consolidation in the advanced economies could
add further strains to the international financial system, thus affecting the prospects for
continued global growth.
For the Malaysian economy, the favourable growth in the fourth quarter was underpinned by
sustained domestic demand amid weaker external demand. Going forward, the more
challenging external environment could present greater downside risks to Malaysia’s growth
prospects. Nevertheless, domestic demand is expected to continue to be the key driver of
growth, supported primarily by the continued expansion of private sector activity. Public
sector expenditure is also expected to lend strong support to the overall growth performance.
N.U.R Power Sdn Bhd
(Source: 4th Quarter 2011 Quarterly Report, Bank Negara Malaysia)
10.2 Overview of the Utilities Sector
The 2012 Budget is anchored on the national transformation agenda, comprising four pillars
to drive change. The New Economic Model (NEM) to be achieved through the Economic
Transformation Programme (ETP) constitutes a key pillar which will propel Malaysia to a
developed and high-income economy that is both inclusive and sustainable. The ETP
comprises two parts, namely the Strategic Reform Initiatives (SRIs) and National Key
Economic Areas (NKEAs). The two other pillars are the 1Malaysia, People First,
Performance Now concept and the Government Transformation Programme (GTP). The
1Malaysia, People First Performance Now concept permeates all public sector programmes
and aims to unite all Malaysians to face the challenges ahead as a nation. Meanwhile, the GTP
was formulated to strengthen public services as well as facilitate and enable the outcomes
defined under the National Key Result Areas (NKRAs) and NKEAs. The Tenth Malaysia
Plan (10MP), the fourth pillar, provides the policy support for various programmes from 2011
to 2015.
The utilities sub-sector is expected to expand by 3.1% in 2011 (2010: 8.2%) mainly due to
higher electricity consumption in the industrial and commercial segments. During the first
seven months of 2011, electricity generation and sales rose 2.6% and 2.7% (January – July
2010: 10.7%; 13.6%), respectively. The industrial segment accounted for 43.9% of total
electricity consumption, followed by the commercial (33.8%) and household (20.8%)
segments. Maximum demand for electricity peaked at 15,476 megawatts (MW) in May 2011
(January – July 2010: 15,072 MW in May). Meanwhile, water supply to consumers increased
4.2% to 14,648 million litres per day (mld) (January – July 2010: 4.2%; 14,060mld). As of
September 2011, five states have participated in the water asset restructuring programme
aimed at ensuring sustainability and efficiency of water supply. Meanwhile, negotiations with
Kelantan and Perak are expected to be concluded by end-2011.
(Source: Economic Report 2011/2012, Ministry of Finance Malaysia)

N.U.R Power Sdn Bhd
APPENDIX 1
PRINCIPAL TERMS AND CONDITIONS OF THE SUKUK MUDHARABAH FACILITY

N.U.R POWER SDN BHD
Principal Terms and Conditions
Proposed Sukuk Mudharabah Facility of up to RM650.0 million in Nominal Value
1. BACKGROUND INFORMATION ON THE ISSUER
(i) Name N.U.R Power Sdn. Bhd. (“NUR Power” or the

“Issuer”).
(ii) Address Registered address
Unit A1-3-9
Solaris Dutamas, Mont Kiara
50480 Kuala Lumpur
Wilayah Persekutuan
Business Address
Lot 30, 12 & 361 - 365

Jalan Hi Tech 4
Kulim Hi-Tech Park
09000 Kulim
Kedah Darul Aman
(iii) Business Registration 807660-K

No.
(iv) Date and Place of 26 February 2008 / Malaysia

Incorporation
(v) Date of Listing Not applicable
(vi) Status Resident-controlled company
(vii) Principal Activities Investment holding company
(viii) Board of Directors The Board of Directors of NUR Power as at 29

February 2012 are as follows:
1. Ganesan A/L Sundaraj

2. Fung Beng Ee
(ix) Structure of As at 29 February 2012, the substantial

shareholdings and shareholders of NUR Power based on the register
names of shareholders of substantial shareholders are as follows:
or, in the case of a
public company, names
of all substantial Shareholder Shareholding
shareholders
Northern Utility Resources
Sdn Bhd (Receivers and
100%
Managers Appointed)
(407807-W) (“NUR”)
1
N.U.R POWER SDN BHD
(x) Authorised Capital and Authorised Share Capital as at 29 February 2012

Paid-up Capital
RM100,000.00 comprising 100,000 ordinary
shares of RM1.00 each.
Issued and Paid-Up Share Capital as at 29

February 2012
RM2.00 comprising 2 ordinary shares of RM1.00

each.
2. PRINCIPAL TERMS AND CONDITIONS
(a) Names of parties involved in the proposed transaction

(i) Principal Adviser Maybank Investment Bank Berhad (“Maybank
IB”)
(ii) Lead Arranger Maybank IB
(iii) Co-Arranger Not applicable
(iv) Solicitor Messrs Zul Rafique & partners
(v) Financial Adviser Not applicable
(vi) Technical Adviser Not applicable
(vii) Trustee Pacific Trustees Berhad
(viii) Guarantors Danajamin Nasional Berhad (“Danajamin”) in

which Danajamin agrees to provide unconditional
and irrevocable financial guarantee(s), as further
described in item 2(v)(2) herein.
Maybank Islamic Berhad (“Maybank Islamic”) in

which Maybank Islamic agrees to provide
unconditional and irrevocable Islamic bank
guarantee(s), as further described in item 2(v)(2)
herein.
(ix) Valuer Not applicable
(x) Facility Agent Maybank IB
(xi) Primary Subscriber The Primary Subscriber (if any) will be

(Under a Bought-Deal determined prior to the issuance.
Arrangement) and
Amount Subscribed
(xii) Underwriter and Amount Not applicable

Underwritten
2
N.U.R POWER SDN BHD
(xiii) Shariah Adviser Maybank Islamic
(xiv) Central Depository Bank Negara Malaysia (“BNM”)
(xv) Paying Agent BNM
(xvi) Reporting Accountant Messrs KPMG
(xvii) Calculation Agent Not applicable
(xviii) Others (Please Lead Manager

Specify)
Maybank IB
(b) Facility description A one-time issuance of Sukuk of up to RM650.0

million in nominal value to be issued under the
Shariah principle of Mudharabah (“Sukuk
Mudharabah Facility”).
Underlying Transaction
The Trustee on behalf of the potential investors

shall enter into a Mudharabah Venture (“MV”) in
its capacity as capital provider (“Rabb al-mal” or
“Sukukholders”) with the Issuer in its capacity
as a manager (“Mudharib”).
The MV shall be the business venture(s) entered

into or to be entered into between the Issuer and
the Sukukholders upon the terms of the MV
agreement which involves Shariah compliant
investments by the Issuer/Mudharib.
Under the MV, as the Rabb al-mal, the

Sukukholders shall contribute 100% capital for
the amount of up to RM650.0 million
(“Mudharabah Capital”) and the Sukukholders’
participation is via subscription of the Sukuk
issued by the Issuer (“Sukuk Mudharabah”)
under the Sukuk Mudharabah Facility. The Sukuk
Mudharabah shall represent the Sukukholders’
undivided proportionate interest in the pool of
Trust Assets (as defined herein) to be managed
by the Issuer, hence entitling the Sukukholders to
receive its profit portion of the MV.
The Issuer shall be the Manager cum Mudharib.

The Issuer as the Manager cum Mudharib shall
undertake to pay all transaction expenses
incurred in relation to the MV.
The Issuer shall subsequently make a

declaration of trust (“Declaration of Trust”) in
3
N.U.R POWER SDN BHD
favour of the Sukukholders over all the Issuer’s

interests in the MV and rights under all
agreements relating to the MV and as prescribed
in the Declaration of Trust to be the trust assets
(“Trust Assets”).
The profit sharing ratio in the MV between the

Issuer and the Sukukholders is 10:90,
respectively. Any profit in the MV shall be shared
with the Sukukholders in accordance with an
agreed profit sharing ratio of the Sukuk
Mudharabah but the profit due to the
Sukukholders shall be subject to a maximum
amount equivalent to the Expected Profit (as
defined herein) as agreed by the Sukukholders.
In the event the MV makes a loss, the loss shall
be borne solely by the Sukukholders, unless the
Manager is not acting bona fide in the interest of
the MV.
The Expected Profit to the Sukukholders under

the MV shall be the yield-to-maturity of the
relevant Sukuk Mudharabah at the point of
issuance of the Sukuk Mudharabah tranche
calculated up to the Scheduled Dissolution Date
or the Dissolution Declaration Date (each as
defined herein), whichever is applicable.
Income from the MV, for distribution to the

Sukukholders, shall be based on the Expected
Profit which is an amount equal to a certain
percentage of the face value of the Sukuk
Mudharabah per annum, calculated on the basis
of the actual number of days in the relevant
period (“Expected Periodic Distribution”) and
will be distributed periodically in the form of
periodic distribution (“Periodic Distribution”).
The Periodic Distribution shall be made semi-
annually.
Actual income in the MV in excess of the

Expected Periodic Distribution amount shall be
retained by the Issuer as an incentive fee in its
capacity as Manager cum Mudharib. The
Sukukholders shall grant waiver / tanazul in
receiving any profit entitlement above the
Expected Periodic Distribution.
If the actual income generated by the MV is lower

than the Expected Periodic Distribution, the
Issuer shall make good the shortfall with top-up
payment amount (“Top-up Payment”). The Top-
up Payment amount can be set-off against the
4
N.U.R POWER SDN BHD
Exercise Price (as defined in item 2(v)(1) herein)

under the sale transaction pursuant to a
Purchase Undertaking (as defined herein).
The Sukukholders shall receive the Exercise

Price of the respective Sukuk Mudharabah upon
the Scheduled Dissolution Date or the
Dissolution Declaration Date, whichever is
applicable, following the exercise of the Purchase
Undertaking (as described in paragraph below
and item 2(v)(1)).
Pursuant to the Purchase Undertaking, the Issuer

shall purchase the Sukukholders’ interest in the
MV at an indicative Exercise Price to be
calculated based on an agreed formula between
the Issuer and the Sukukholders on the
Scheduled Dissolution Date or the Dissolution
Declaration Date or any other events to be
agreed between the parties. Upon purchase of
the final series of the Sukuk Mudharabah, the MV
shall then be dissolved.
The payment of the Exercise Price up to the

Guaranteed Amount (as defined under item
2(v)(2) herein) is severally guaranteed by the
Guarantors. The Guarantee Facilities (as defined
herein) are intended to be a separate
arrangement from the Sukuk Mudharabah
wherein separate financing agreements will be
entered into between the Issuer and the
Guarantors.
A diagrammatical illustration of the Mudharabah

transaction and the other terms and conditions
are set out in Appendix 1.
(c) Issue / programme size The nominal value of Sukuk Mudharabah issued
shall not exceed RM650.0 million and shall be
issued in the following series:
Tenure Issue Size

Series
(years) (RM million)
1 4 20.0
2 5 20.0
3 6 30.0
4 7 45.0
5 8 45.0
6 9 65.0
7 10 65.0
5
N.U.R POWER SDN BHD
8 11 65.0
9 12 65.0
10 13 65.0
11 14 65.0
12 15 100.0
Total 650.0
The BG-i Tranche shall guarantee Series 1,

Series 2, Series 3, Series 4 and Series 5 (in part)
and the Al-Kafalah Tranche shall guarantee
Series 5 (in part), Series 6, Series 7, Series 8,
Series 9, Series 10, Series 11 and Series 12 as
set out in item 2(v)(2) below.
(d) Tenure of issue / sukuk The Sukuk Mudharabah shall be issued in series
programme (of facility) and each series shall have a tenure of more than
one (1) year and up to fifteen (15) years from the
issue date as the Issuer may select in
consultation with the Lead Manager, provided
that the Sukuk Mudharabah when so issued shall
adhere to the Reduction Schedule.
(e) Availability period of sukuk Within one (1) year from the date of approval
programme (of facility) from the Securities Commission (“SC”).
(f) Profit/coupon/rental rate The Sukuk Mudharabah will be issued with

Periodic Distributions.
The Expected Profit rate shall be determined and

agreed prior to the issuance of the Sukuk
Mudharabah.
(g) Profit/coupon/rental payment The Expected Profit will be payable semi-

frequency annually in arrears with the first payment to be
made six (6) months from the date of issuance of
the Sukuk Mudharabah, with the last Expected
Profit payment to be made on the respective
maturity dates of the Sukuk Mudharabah.
(h) Profit/coupon/rental payment The periodic distributions shall be calculated on

basis an actual number of days/365 days basis.
(i) Security/collateral Clean. However, the Issuer’s payment

(if any) obligations (pursuant to the Purchase
Undertaking) under the Sukuk Mudharabahshall
be severally guaranteed by Danajamin and/or
Maybank Islamic in accordance with the BG-i
Tranches and Al-Kafalah Tranches set out in
item (v)(2) below.
6
N.U.R POWER SDN BHD
(j) Details on utilisation of The proceeds raised from issuance of the Sukuk
proceeds by the Issuer Mudharabah shall be utilised by the Issuer to
advance to its subsidiaries using Shariah-
compliant facilities for the following Shariah-
compliant purposes:
Amount
Purpose (Up to
RM’ million)
To part-finance the settlement 560.0

sum to the existing lenders
(“Existing Lenders”) of N.U.R.
Generation Sdn Bhd (Receivers
and Managers Appointed)
(“NUR Generation”) and
N.U.R. Distribution Sdn Bhd
(Receivers and Managers
Appointed) (“NUR
Distribution”).
(i) To reimburse any 90.0

expenses related to the
upgrade of the
independent power
utility’s (“IPU”) identified
generation capacity from
an open-cycle gas turbine
to a combined-cycle gas
turbine.
(ii) To part-finance the

upgrade of the IPU’s
identified generation
capacity from an open-
cycle gas turbine to a
combined-cycle gas
turbine.
(iii) Any balance from item (i)

and (ii) shall be to finance
any capital expenditure of
the IPU’s generation and
distribution facilities to be
identified.
TOTAL 650.0
(k) Sinking fund and designated Not applicable.

accounts (if any)
7
N.U.R POWER SDN BHD
(l) Rating
• Credit rating(s) assigned Preliminary rating of AAA(bg)/AAA(fg).
• Name of rating agency RAM Rating Services Berhad (Company No.

763588-T) (“Rating Agency”).
(m) Mode of issue The Sukuk Mudharabah shall be issued by way

of private placement on a best effort basis and/or
bought deal basis as the Issuer may select.
The Sukuk Mudharabah shall be issued in

accordance with:
(1) the Participation and Operation Rules for

Payment and Securities Services issued by
Malaysian Electronic Clearing Corporation
Sdn Bhd (“MyClear”) (“MyClear Rules”);
and
(2) the Operational Procedures for Securities

Services issued by MyClear (“MyClear
Procedures”),
as amended or substituted from time to time

(collectively the “MyClear Rules and
Procedures”).
(n) Selling restriction, including The Sukuk Mudharabah may only be offered,
tradability (i.e. tradable or sold, transferred or otherwise disposed directly or
non-tradable) indirectly to relevant category of persons falling
within:
(i) at the point of issuance of the Sukuk

Mudharabah, Schedule 6 or Section
229(1)(b), Schedule 7 or Section 230(1)(b)
read together with Schedule 9 or Section
257(3) of the Capital Markets and Services
Act, 2007 as amended from time to time
(the “CMSA”);
(ii) after the issuance of the Sukuk

Mudharabah, Schedule 6 or Section
229(1)(b) read together with Schedule 9 or
Section 257(3) of the CMSA;
and Section 4(6) of the Companies Act, 1965, as

amended from time to time.
The Sukuk Mudharabah are tradeable, subject to
the selling restrictions above.
8
N.U.R POWER SDN BHD
(o) Listing status and types of The Sukuk Mudharabah will not be listed on
listing Bursa Malaysia Securities Berhad or any other
stock exchange.
(p) Other regulatory approvals Not applicable.

required in relation to the
issue, offer or invitation and
whether or not obtained
(please specify)
(q) Conditions precedent Usual and customary condition precedents for a

facility of such nature, which shall include but not
limited to the following:-
A. Main Documentation
All documents in relation to the Sukuk

Mudharabah (“Transaction Documents”)
and the Guarantee Facilities (as defined
herein) (where relevant) documents have
been duly executed, and where applicable
stamped (unless otherwise exempted) and
presented for registration with the relevant
registries (where applicable).
B. The Issuer
Receipt from the Issuer of:
(i) Certified true copies of the Certificate of

Incorporation and the Memorandum and
Articles of Association of the Issuer;
(ii) Certified true copies of the most recent

Forms 24, 44 and 49 of the Issuer;
(iii) Certified true copies of the board

resolution of the Issuer authorising,
among others, the issuance of the
Sukuk Mudharabah and the execution
of the Transaction Documents to which
it is a party and all relevant documents
thereto;
(iv) A list of the Issuer’s authorised

signatories and their respective
specimen signatures who will sign all
Transaction Documents and will
thereafter be giving notices in relation to
the Sukuk Mudharabah;
(v) A report of the relevant company search
9
N.U.R POWER SDN BHD
of the Issuer; and
(vi) A report of the relevant winding up

search conducted on the Issuer with
confirmation from the Insolvency
Department of Malaysia that the Issuer
has not been wound up.
C. General
(i) Evidence that the approval from the

relevant authorities (where applicable)
including but not limited to the SC in
respect of the Sukuk Mudharabah has
been obtained;
(ii) Confirmation from the Rating Agency

that the Sukuk Mudharabah has
obtained a minimum rating of
AAA(bg)/AAA(fg) (or its equivalent);
(iii) Evidence that the Shariah approval from

the Shariah Adviser has been obtained
in respect of the Sukuk Mudharabah;
(iv) Receipt of the requisite consent and/or

indulgence from lenders of the Issuer
(where applicable) for the Issuer to
undertake and issue the Sukuk
Mudharabah;
(v) Receipt of redemption statement cum

undertaking from the Existing Lenders
of N.U.R. Generation and N.U.R.
Distribution in the form and substance
acceptable to the Facility Agent;
(vi) Evidence that all transaction fees, costs

and expenses due from the Issuer in
relation to the Sukuk Mudharabah and
the Guarantee Facilities have been paid
in full or such arrangement for payment
has been made;
(vii) Written legal opinion from the Solicitors

addressed to the Lead Arranger,
confirming among others:-
(a) the legality, validity and

enforceability of the Transaction
Documents; and
(b) all conditions precedents have
10
N.U.R POWER SDN BHD
been fulfilled or waived (as the

case may be); and
(viii) Such other conditions precedent to be

advised by the Solicitor and mutually
agreed between the Lead Arranger and
the Issuer.
(r) Representations and Including but not limited to the following:

warranties
(i) The Issuer is a company duly established
and existing under Malaysian law and it has
the power and authority to carry on or enter
into the business in which it is or proposes
to be engaged and has the power under its
Memorandum and Articles of Association to
enter into, exercise its rights under and
perform its obligations under the
Transaction Documents;
(ii) The Issuer’s entry into, exercise of its rights

and performance of its obligations under the
Transaction Documents does not violate
any law or the Issuer's Memorandum and
Articles of Associations or existing
agreements;
(iii) All necessary actions, authorisations and

consents required under the Transaction
Documents have been taken, fulfilled and
obtained and remain in full force and effect
and no further approvals, or other third
party consents are required other than
those already obtained;
(iv) The Transaction Documents create valid

and binding obligations which are
enforceable against the Issuer;
(v) To the best of the Issuer’s knowledge, there

is no change of law or other governmental
action has occurred which shall make it
illegal for the Issuer to perform the
covenants and obligations on its part to be
performed under the Transaction
Documents;
(vi) The Issuer’s financial statements have been

prepared in accordance with generally
approved accounting standards in Malaysia;
(vii) There has been no event or occurrence

which constitutes a violation of the law or
11
N.U.R POWER SDN BHD
contravention of or default under any

agreement, by the Issuer which would have
a Material Adverse Effect (as herein
defined);
(viii) There is no change in its business,

condition (financial or otherwise),
performance or results of the operations of
the Issuer which would have a Material
Adverse Effect;
(ix) Except as disclosed in the information

memorandum, there is no litigation or
arbitration which is current or, to the best of
the Issuer’s knowledge and belief,
threatened against the Issuer, which if
adversely determined would have a
Material Adverse Effect; and
(x) Such other representations and warranties

as may be advised by the Solicitor of the
Lead Arranger and to be mutually agreed
between the Lead Arranger and the Issuer.
(s) Events of default Usual and customary Events of Default or

Dissolution Events for facility of such nature,
which shall include but not limited to the following:
(i) (1) any amount due under any series of

the Sukuk Mudharabah is not paid. For
the purpose of this item (s)(i)(1):
(A) non-payment of any amount due

under the BG-i Tranche (as hereinafter
defined in item 2(v)(2)) shall not constitute
a Dissolution Event in respect of the Al-
Kafalah Tranche (as hereinafter defined in
item 2(v)(2));
(B) non-payment of any amount due

under a particular series of the Al-Kafalah
Tranche shall not constitute a Dissolution
Event in respect of other series of the Al-
Kafalah Tranche;
(C) save for the series comprising of one

(1) BG-i Tranche and one (1) Al-Kafalah
Tranche which shall be severally
guaranteed by Danajamin and Maybank
Islamic, non-payment of any amount due
under the Al-Kafalah Tranche shall not
constitute a Dissolution Event in respect
of the BG-i Tranche;
12
N.U.R POWER SDN BHD
or (2) the Issuer is unable to pay any

other amount due under the Transaction
Documents (other than under item (i)(1)),
on the due date or on demand, if so
payable;
(ii) The Issuer breaches any of its obligations

under any of the Transaction Documents
(other than payment due under item (i)
above) which has a Material Adverse
Effect and, if such breach is in the
reasonable opinion of the Trustee is
capable of being remedied, the Issuer
does not remedy the breach within a
period of thirty (30) days after the Issuer
becomes aware or having been notified
by the Trustee of the breach, whichever is
earlier;
(iii) Any representation or warranty by the

Issuer under the Transaction Documents
or which is contained in any certificate,
document or statement furnished at any
time pursuant to the terms of the
Transaction Documents is or proves to be
untrue or misleading in any material
respect and which will in the reasonable
opinion of the Trustee have a Material
Adverse Effect;
(iv) Save for such indebtedness which are

being contested in good faith by the
Issuer, any indebtedness of any member
of the Group for monies borrowed
becomes due or payable or capable of
being declared due or payable prior to its
stated maturity by reason of a default by
any member of the Group in its
obligations in respect of the same, or any
member of the Group fails to make any
payment in respect thereof on the due
date for such payment or if due on
demand when demanded or the security
for any such indebtedness becomes
enforceable or any guarantee or similar
obligations of any member of the Group
for any such indebtedness is not
discharged at maturity or when called
provided that no Dissolution Event under
this sub-paragraph (iv) shall occur if the
aggregate amount of indebtedness for
monies borrowed is less than fifty per
13
N.U.R POWER SDN BHD
centum (50.0%) of the Group’s total

borrowed monies (including Islamic
financing but excluding the Sukuk
Mudharabah issued) or Ringgit Malaysia
One Hundred Million
(RM100,000,000.00), whichever is the
higher.
For the purpose of this sub-clause,

“Group” shall mean the Issuer and its
subsidiaries, if any;
(v) A resolution is passed or an order of court

is made that the Issuer be wound up or
similar proceedings which are reasonably
determined by the Trustee to be
analogous in effect being instituted (other
than for the purposes of an intra Group
reorganisation on a solvent basis or an
amalgamation, merger or reconstruction
the terms whereof have previously been
approved by the Trustee unless during or
following such reconstruction the Issuer
becomes or is declared to be insolvent); or
a bona fide petition (which for the
avoidance of doubt, excludes frivolous or
vexatious petition) is presented for the
winding-up or dissolution of the Issuer by
an order of court of competent jurisdiction
unless such petition is stayed, withdrawn
or dismissed within sixty (60) days (or
such extended period as the Trustee may
consent, such consent not to be
unreasonably withheld) of its presentation;
or the Issuer undergoes any scheme of
reconstruction, arrangement or
compromise pursuant to Section 176 of
the Companies Act, 1965 or the same has
been instituted against it.
For the purpose of this sub-clause,

“Group” shall mean the Issuer and its
subsidiaries, if any;
(vi) All or material part of the property or

assets of the Issuer shall be condemned,
seized, or otherwise appropriated,
nationalised or compulsorily acquired by
any person acting under the authority of
the governmental body, which will in the
reasonable opinion of the Trustee have a
Material Adverse Effect;
14
N.U.R POWER SDN BHD
(vii) The Issuer repudiates any of the

Transaction Documents or the Issuer
does or causes to be done any act or
thing evidencing an intention to repudiate
any of the Transaction Documents;
(viii) Any provision of the Transaction

Documents is or becomes, for any
reason, invalid, illegal, void or
unenforceable which would prevent the
Issuer from or entitle the Issuer to refrain
from performing any of its obligations
thereunder;
(ix) The Issuer ceases to carry on all or a

substantial part of its business operation
as from the date of the Trust Deed, which
will in the reasonable opinion of the
Trustee have a Material Adverse Effect;
(x) Save for the receivership of N.U.R.

Generation and N.U.R. Distribution which
will be uplifted on the instructions of the
Existing Lenders upon receipt by the
Existing Lenders of the agreed settlement
sum in respect of all outstanding amounts
due and owing by N.U.R. Generation and
N.U.R. Distribution to its Existing Lenders,
an encumbrancer takes possession of, or
a trustee, liquidator, receiver or similar
officer is appointed in respect of, all or a
substantial part of the business, assets or
undertaking of the Issuer and is not paid
out, withdrawn or discharged within thirty
(30) days of such appointment, and which
will have a Material Adverse Effect;
(xi) The Issuer fails to satisfy any judgement

which has a Material Adverse Effect
passed against it by any court of
competent jurisdiction and no appeal
against such judgement has been made
to any appropriate appellate court within
the time prescribed by law or such appeal
has been dismissed;
(xii) the Issuer is unable to pay its debts within

section 218(2) of the Companies Act,
1965 and the Issuer has not taken any
action in good faith to set aside such
claims within twenty one (21) days from
the date of service of such claims for
payment;
15
N.U.R POWER SDN BHD
(xiii) the Issuer makes a general assignment or

enters into any composition or
arrangement with or for the benefit of its
creditors in respect of or affecting all or a
material part of (or a particular type of) its
indebtedness; and
(xiv) any other event which in the reasonable

opinion of the Trustee has or will have a
Material Adverse Effect.
Such other dissolution events to be mutually

agreed by the Issuer and the Lead Arranger.
Specific Dissolution Events in respect of the

BG-i Tranche
(i) Maybank Islamic has served a notice on

the Trustee to require the Trustee to make
a demand or claim on any Bank
Guarantee-i pursuant to and in
accordance with the terms of the BG-i
Facility and the Bank Guarantee-i. For the
purpose of this item, such notice by
Maybank Islamic requiring the Trustee to
demand or claim on a Bank Guarantee-i
issued in relation to a BG-i Tranche shall
constitute a Dissolution Event in respect
of the other BG-i Tranches.
(ii) The Trustee has declared or required to

declare a Dissolution Event in respect of
all series of the BG-i Tranches;
(iii) Occurrence of any of the following events:
(a) if the Bank Guarantee-i ceases to

be, or claimed by Maybank Islamic
not to be, in full force and effect;
(b) if it is or will become unlawful for

Maybank Islamic to perform or
comply with any one or more of its
obligations under the Bank
Guarantee-i;
(c) if a resolution being passed or an

order of court is made that Maybank
Islamic be wound up or similar
proceedings which are reasonably
determined by the Trustee to be
analogous in effect being instituted
16
N.U.R POWER SDN BHD
or a bona fide petition (which for the

avoidance of doubt, excludes
frivolous or vexatious petition) is
presented for the winding-up or
dissolution of Maybank Islamic by
an order of a court of competent
jurisdiction unless an application to
stay, withdraw or dismiss such
petition has been filed by Maybank
Islamic with the relevant authority
within thirty (30) days of its
presentation and such petition is
stayed, withdrawn or dismissed
within seventy five (75) days of its
presentation;
(d) Maybank Islamic repudiates the

Bank Guarantee-i or does or causes
to be done any act or thing
evidencing an intention to repudiate
the Bank Guarantee-i;
(e) Maybank Islamic is unable to pay its

debts within Section 218(2) of the
Companies Act, 1965 and Maybank
Islamic has not taken any action in
good faith to set aside such claims
within twenty one (21) days from the
date of service of such claims for
payment.
Specific Dissolution Events in respect of the

Al-Kafalah Tranche
(i) Danajamin has served a notice on the

Trustee to require the Trustee to make a
demand or claim on any Danajamin
Kafalah pursuant to and in accordance
with the terms of the Al-Kafalah Facility
and the Danajamin Kafalah. For the
purpose of this item, such notice by
Danajamin requiring the Trustee to
demand or claim on a Danajamin Kafalah
issued in relation to a series of the Al-
Kafalah Tranche shall not constitute a
Dissolution Event in respect of the other
series of the Al-Kafalah Tranche unless
Danajamin has also served a notice to the
Trustee to make a demand or claim on
the Danajamin Kafalah issued in relation
to such other series of the Al-Kafalah
Tranche;
17
N.U.R POWER SDN BHD
(ii) Occurrence of any of the following

events:
(a) the Danajamin Kafalah ceases to be,

or is claimed by Danajamin not to
be, in full force and effect;
(b) it is or will become unlawful for

Danajamin to perform or comply with
any one or more of its obligations
under the Danajamin Kafalah;
(c) a resolution being passed or an order

of court is made that Danajamin be
wound up or similar proceedings
which are reasonably determined by
the Trustee to be analogous in effect
being instituted or a bona fide
petition (which for the avoidance of
doubt, excludes frivolous or
vexatious petition) is presented for
the winding-up or dissolution of
Danajamin by an order of a court of
competent jurisdiction unless an
application to stay, withdraw or
dismiss such petition has been filed
by Danajamin with the relevant
authority within thirty (30) days of it
presentation and such petition is
stayed, withdrawn or dismissed
within seventy five (75) days of its
presentation;
(d) other than such failure by Danajamin

as described in item (ii)(f) below,
Danajamin stops or threatens to stop
payment in respect of its obligations
generally or any other debenture of
or monies borrowed or any
guarantee or indemnity given by
Danajamin is not honoured when
due and called upon or any
indebtedness of the Danajamin for
monies borrowed becomes due or
payable or capable of being
declared due or payable prior to its
stated maturity by reason of a
default by Danajamin in its
obligations in respect of the same, or
Danajamin fails to make any
payment in respect thereof on the
due date for such payment or if due
on demand when demanded or the
18
N.U.R POWER SDN BHD
security for any such indebtedness

becomes enforceable or any
guarantee or similar obligations of
the Danajamin is not discharged at
maturity or when called provided that
the aggregate amount of the
Danajamin’s obligations in respect of
which one or more of the events set
out in item (ii)(d) herein has occurred
equals or exceeds RM100 million;
(e) Danajamin ceases to carry on its

business operation;
(f) Danajamin fails to pay any amount

due from it under the Danajamin
Kafalah issued by Danajamin in
relation to the Al-Kafalah Tranche
when due and called upon;
(g) Danajamin repudiates the

Danajamin Kafalah or does or
causes to be done any act or thing
evidencing an intention to repudiate
the Danajamin Kafalah;
(h) Danajamin is unable to pay its debts

within Section 218(2) of the
Companies Act, 1965 and
Danajamin has not taken any action
in good faith to set aside such claims
within twenty one (21) days from the
date of service of such claims for
payment.
Consequence of Dissolution Events for the

Sukuk Mudharabah generally
Upon the occurrence of any of the events above

(other than the Dissolution Event referred to in
item (s)(i)(1), Specific Dissolution Event in
respect of the BG-i Tranche and Specific
Dissolution Event in respect of the Al-Kafalah
Tranche), the Trustee may, or shall if directed to
do so by the Sukukholders of all series pursuant
to a special resolution, declare that a Dissolution
Event (other than the Dissolution Event referred
to in item (s)(i)(1), Specific Dissolution Event in
respect of the BG-i Tranche and Specific
Dissolution Event in respect of the Al-Kafalah
Tranche), has occurred in respect of the Sukuk
Mudharabah of all series, whereupon:
19
N.U.R POWER SDN BHD
(1) the Exercise Price pursuant to all the

Purchase Undertakings shall become
immediately due and payable; and
(2) upon Issuer’s failure to pay the Exercise

Price, the Trustee shall submit a claim on
all the Bank Guarantee(s)-i and on all the
Danajamin Kafalah(s).
Declaration of Dissolution Event for the BG-i

Tranche Sukukholders and Consequence
Upon the occurrence of any of the Specific

Dissolution Events in respect of the BG-i Tranche
(other than Specific Dissolution Events in respect
of the BG-i Tranche, item (i)), the Trustee may, or
shall if directed to do so by the BG-i Tranche
Sukukholders pursuant to a special resolution,
declare that a Dissolution Event has occurred in
respect of all other BG-i Tranches, whereupon:
(1) the Exercise Price pursuant to all

Purchase Undertakings in respect of the
BG-i Tranches shall become immediately
due and payable; and

Price pursuant to all Purchase
Undertakings in respect of the BG-i
Tranches, the Trustee shall submit a
claim on the Bank Guarantee(s)-i in
respect of all BG-i Tranches.
Upon the occurrence of a Dissolution Event

referred to in item s(i)(1) in relation to the BG-i
Tranche, the Trustee shall without the need to
seek further instructions or directions from the
BG-i Tranche Sukukholders, declare that such
Dissolution Event has occurred in respect of the
BG-i Tranche, whereupon:

BG-i Tranches, shall become immediately
due and payable; and

the Bank Guarantee-i in respect of all
BG-i Tranches.
Upon the occurrence of the Dissolution Event

referred to in Specific Dissolution Event in
20
N.U.R POWER SDN BHD
respect of the BG-i Tranche item (i) in relation to

a series of the BG-i Tranche (“BG-i Invited
Series”), the Trustee shall without the need to
seek further instructions or directions from the
Sukukholders of the BG-i Invited Series and all
other BG-i Tranches, declare that such
Dissolution Event has occurred in respect of all
the BG-i Tranches, whereupon:

BG-i Invited Series and all other BG-i
Tranches, shall become immediately due
and payable; and

the Bank Guarantee-i in respect of all
BG-i Tranches.
Declaration of Dissolution Event for the Al-

Kafalah Tranche Sukukholders and
Consequence
Upon the occurrence of any of the Specific

Dissolution Events in respect of the Al-Kafalah
Tranche (other than the Specific Dissolution
Events in respect of the Al-Kafalah Tranche,
items (i) and (ii)(f)), the Trustee may, or shall if
directed to do so by the Al-Kafalah Tranche
Sukukholders pursuant to a special resolution,
declare that a Dissolution Event has occurred in
respect of all other Al-Kafalah Tranches,
whereupon:

Al-Kafalah Tranches shall become
immediately due and payable;

all the Danajamin Kafalah(s) in respect of
the Al-Kafalah Tranches.

referred to in item (s)(i)(1) in relation to a series
of the Al-Kafalah Tranche (“Affected Series”),
the Trustee shall without the need to seek further
instructions or directions from the Sukukholders
of the Affected Series, declare that such
Affected Series, whereupon:
21
N.U.R POWER SDN BHD
(1) the Exercise Price pursuant to the

Affected Series, shall become

the Danajamin Kafalah in respect of the
Affected Series.
For the avoidance of doubt, apart from the

Affected Series, all other series of the Al-Kafalah
Tranche will continue unaffected and will
continue to be guaranteed under the respective
Danajamin Kafalah.

respect of the Al-Kafalah Tranche item (i) in
relation to a series of the Al-Kafalah Tranche
(“Al-Kafalah Invited Series”), the Trustee shall
without the need to seek further instructions or
directions from the Sukukholders of the Al-
Kafalah Invited Series, declare that such
Al-Kafalah Invited Series, whereupon:
(1) the Exercise Price pursuant to the

Al-Kafalah Invited Series, shall become

the Danajamin Kafalah in respect of the
Al-Kafalah Invited Series.
For the avoidance of doubt, apart from the Al-

Kafalah Invited Series, all other series of the Al-
Kafalah Tranche will continue unaffected and will
continue to be guaranteed under the respective
Danajamin Kafalah.

respect of the Al-Kafalah Tranche item (ii)(f), the
Trustee shall without the need to seek further
instructions or directions from the Sukukholders
of all the other series, being the series other than
the Affected Series which Danajamin has failed
to pay such amount that is due and called upon
22
N.U.R POWER SDN BHD
it, (such other series is hereinafter referred to as

“Unaffected Series”), declare that such
Dissolution Event has occurred in respect of all
the Unaffected Series, whereupon:
(1) Upon the exercise of the Purchase

Undertaking, the Exercise Price in respect
of all the Unaffected Series, shall become

the Danajamin Kafalah in respect of all
the Unaffected Series.
(t) Covenants
1) Positive Covenants The Issuer shall provide covenants which are

typical and customary for an issuance of this
nature which shall include but not limited to the
following:
(i) The Issuer shall maintain its corporate

existence and its right to carry on
operations and exercise reasonable
diligence in carrying out its business in a
proper and efficient manner;
(ii) The Issuer shall maintain all relevant

authorisations, consents, rights, licences,
approvals and permits (governmental and
otherwise);
(iii) The Issuer shall procure and maintain such

insurances/takaful in respect of its assets
and business (where applicable) against all
risks which a prudent company carrying a
similar business would normally insure;
(iv) The Issuer shall utilize the proceeds only as

permitted under the Transaction
Documents;
(v) The Issuer shall notify the Trustee of any

material change in the directorship,
management and substantial shareholders
and any other changes that may affect its
business condition (financial or otherwise),
or operations;
(vi) The Issuer shall perform all obligations or

the relevant obligations under the
Transaction Documents;
23
N.U.R POWER SDN BHD
(vii) The Issuer shall keep and maintain proper

books and accounts and prepare financial
statements on a basis consistently applied
in accordance with approved accounting
standards in Malaysia and those financial
statements shall give a true and fair view of
the results of the operations;
(viii) Any other covenants as may be advised by

the Solicitor and to be mutually agreed
2) Negative Covenants Usual and customary negative covenants for a

limited to the following. The Issuer shall not:
(i) reduce its issued and paid up capital

without the prior consent of the Trustee;
(ii) unless otherwise required by law, shall not

amend its Memorandum and Articles of
Association in a manner inconsistent with
any of the provisions of the Transaction
Documents;
(iii) cancel, surrender, abandon or otherwise

amend related licenses, grants or
agreements in any way which has a
Material Adverse Effect unless imposed by
any applicable legislation or authorities;
(iv) cancel, surrender transfer assign relinquish

or otherwise dispose of any of its rights and
interest under the Transaction Documents
which would have a Material Adverse
Effect;
(v) enter into any related party transactions

whether directly or indirectly with interested
persons (including a director, substantial
shareholder or persons connected with
them) unless such transaction shall be on
terms that are no less favourable to the
Issuer than those which could have been
obtained in a comparable transaction from
persons who are not interested persons and
provided that the Issuer certifies to the
Trustee that the transaction complies with
this clause (v); and
(vi) such other undertakings as may be advised

by the Solicitor and to be mutually agreed
24
N.U.R POWER SDN BHD
3) Information Covenants Usual and customary information covenants for a

limited to the following:
(i) provision of annual compliance certificate to

the Trustee signed by the Issuer’s
authorised signatory;
(ii) provision of annual audited accounts to the

Trustee;
(iii) notification of occurrence of any Dissolution

Events or potential Dissolution Event to the
Trustee; and
any other covenants as may be advised by the

Solicitor and mutually agreed between the Issuer
and Lead Arranger.
(u) Provisions on buy-back and Not applicable.

early redemption of sukuk
(v) Other principal terms and

conditions for the issue
(1) Purchase Undertaking Under the Purchase Undertaking, the Issuer shall
give an undertaking to the Trustee that the Issuer
shall purchase the Trust Assets at the Exercise
Price upon the earliest of:
(i) maturity date of the respective outstanding

Sukuk Mudharabah (“Scheduled
Dissolution Date”);
(ii) or upon declaration of a Dissolution Event

(as per item 2(s) above) (“Dissolution
Declaration Date”).
The Exercise Price shall be based on

Mudharabah Capital plus Expected Profit less
Periodic Distributions made and received up to
the Scheduled Dissolution Date or Dissolution
Declaration Date, as the case may be.
(2) Guarantee Facilities The Guarantee Facilities (as defined herein) are
intended to be a separate arrangement from the
Sukuk Mudharabah wherein separate financing
agreements will be entered into between the
Issuer and the Guarantors.
25
N.U.R POWER SDN BHD
BG-i Facility and BG-i Tranche
The Issuer shall enter into the BG-i Facility

whereby Maybank Islamic will issue Bank
Guarantee-i(s) in favour of the Trustee on behalf
of the BG-i Tranche Sukukholders which shall
unconditionally and irrevocably guarantee the
payment obligation of the Issuer pursuant to the
Exercise Price to the extent of the nominal value
of the BG-i Tranche and one (1) semi-annual
Periodic Distribution payment in relation thereto
(the “BG-i Guaranteed Amount”) under the
Purchase Undertaking.
Only one (1) demand in writing may be made

under the BG-i Facility, which shall cease to be
valid upon payment of the amount guaranteed.
Any demand on the guarantee under the BG-i
Facility shall only take effect upon actual receipt
of the same by Maybank Islamic.
Al-Kafalah Facility and Al- Kafalah Tranche
The Issuer shall enter into the Al-Kafalah Facility

whereby Danajamin will issue Danajamin
Kafalah(s) in favour of the Trustee on behalf of
the Al-Kafalah Tranche Sukukholders which shall
unconditionally and irrevocably guarantee the
payment obligation of the Issuer pursuant to the
Exercise Price to the extent of the nominal value
of the Al-Kafalah Tranche and one (1) semi-
annual Periodic Distribution payment in relation
thereto of up to RM15.0 million (the “Al-Kafalah
Guaranteed Amount”) under the Purchase
Undertaking.
The “BG-i Guaranteed Amount” and the “Al-

Kafalah Guaranteed Amount” shall be collectively
referred to as the “Guaranteed Amounts” and
reference made to “Guaranteed Amount” shall
mean each or any one of them.
Each Danajamin Kafalah issued by Danajamin

shall allow only one (1) demand to be made
against them under each series. Any demand on
the Kafalah Guarantee under the Al-Kafalah
Facility shall only take effect upon actual receipt
of the same by Danajamin.
The Sukuk Mudharabah shall be severally

guaranteed by the Guarantors on the following
basis:
26
N.U.R POWER SDN BHD
Amount
(RM’ million)
Series
BG-i Al-Kafalah
Tranche Tranche
1 20.0
2 20.0
3 30.0
4 45.0
5 35.0 10.0
6 65.0
7 65.0
8 65.0
9 65.0
10 65.0
11 65.0
12 100.0
Total 150.0 500.0
(3) Material Adverse Effect Means in relation to any event or circumstances,

the occurrence or effect of which is or will be
likely to have a material adverse effect on:-
(a) the assets, business, operations or

condition (financial or otherwise) of the
Issuer and its subsidiaries, as the case may
be; or
(b) the Issuer’s ability to perform or comply with

its obligations under any provision of the
Transaction Documents; or
(c) the rights and benefits available to the

Sukukholders under the Transaction
Documents,
and references herein to an event or

circumstances which “has” or “would have” a
Material Adverse Effect shall be construed
accordingly.
(4) Compensation on Late In the event any overdue amounts or payments

Payment (“Ta’widh”) under the Purchase Undertaking, the Issuer shall
pay to the Trustee (for the benefit of the
Sukukholders), a compensation on such overdue
amounts at the rate and in the manner prescribed
by the SC’s Shariah Advisory Council from time
27
N.U.R POWER SDN BHD
to time in accordance with the Shariah principles.
(5) Repurchase & Cancellation The Issuer may at any time purchase the Sukuk
Mudharabah in the open market at any price or
by private treaty. The Sukuk Mudharabah
purchased will be cancelled and may not be
resold or reissued. The Sukuk Mudharabah held
by interested persons (including directors, major
shareholders and chief executive), subject to the
exceptions in the Trust Deeds Guidelines
(Revised as at 12 July 2011), shall not be
counted for purposes of voting.
(6) Redemption Unless previously redeemed or purchased and

cancelled, the Sukuk Mudharabah shall be
redeemed at their respective nominal value on
the respective Scheduled Dissolution Dates.
(7) Status The obligations represented by the Sukuk

Mudharabah, upon the exercise of the Purchase
Undertaking, will constitute direct, unconditional
unsecured and unsubordinated obligations of the
Issuer ranking pari passu without any preference
or priority among themselves and with other
present and future unsecured and
unsubordinated obligations of the Issuer, save
and except for those obligations preferred by law.
(8) Taxation All payments by the Issuer shall be made free

and clear of all present and future taxes, duties,
withholdings or other deductions whatsoever
imposed by the Government or any political sub-
division or tax authority thereof unless required
by law. In the event that any such taxes are in
future imposed, the Issuer will be required to
make such additional payments as are necessary
to cause the participating institution(s) under the
Sukuk Mudharabah to receive the net amount
that they would otherwise have received had no
such withholding or deduction been made..
(9) Adverse Market There shall be no occurrence of any significant

change in the market conditions or condition of
the Issuer which may, in the reasonable opinion
of the Lead Arranger have the effect of
prejudicing the successful completion of this
transaction.
28
N.U.R POWER SDN BHD
(10) Clear Market From the date of acceptance of this offer until
sixty (60) days after the issue date of the Sukuk
Mudharabah, the Issuer shall ensure that no
other financing facilities or debt instruments or
debt securities issued and/or guaranteed by the
Issuer or any affiliates are mandated, placed or
syndicated directly or on its behalf without the
Lead Manager’s prior written consent.
(11) Transaction Documents and The standard Transaction Documents for a

Facility Documents facility of this nature, would include, inter alia:
(i) Sukuk Mudharabah Issuance Facility

Agreement
(ii) Trust Deed
(iii) BG-i Guarantee
(iv) Danajamin Kafalah
(as amended from time to time) and any other

agreements and documents as and when
required and deemed necessary by the Legal
Counsel and/or the Lead Arranger or Facility
Agent which shall reflect and incorporate
conditions stated herein and other conditions,
warranties, covenants, events of default and all
relevant provisions under the Sukuk
Mudharabah.
The standard Facility Documents relating to the

BG-i Facility and Al-Kafalah Facility, would
include, inter alia:
(i) Bank Guarantee-i Facility Agreement

(ii) Al-Kafalah Facility Agreement
(iii) Security Sharing Agreement
(iv) Security Documents in relation to the Bank
Guarantee-i Facility and Al-Kafalah Facility
(as amended from time to time) and any other

agreements and documents as and when
required and deemed necessary by the
Guarantors under the BG-i Facility and Al-
Kafalah Facility.
(12) Governing Law Laws of Malaysia.
(13) Jurisdiction The Issuer shall unconditionally and irrevocably

submit to the non-exclusive jurisdictions of the
courts of Malaysia.
29
N.U.R POWER SDN BHD
Appendix 1
2 Issue Sukuk Mudharabah Sukukholders

(Rabb al mal)
Guarantee Issuer’s ability to Periodic Provide

make payment of Exercise 6 4 2 capital
Distributions
Price pursuant to PU
Undertaking 4
Trustee Mudharabah
NUR Power
Guarantors (on behalf of Arrangement
(Issuer/Mudharib)
2 Sukukholders)
Enter into Purchase

Mudharabah 1 2 Provide capital 5 Undertaking
Venture
Mudharabah
Venture (MV) 3
Trust Asset held on
trust for Sukukholders
Step 1 : The Trustee on behalf of the potential investors shall enter into a Mudharabah
Venture (“MV”) in its capacity as capital provider (“Rabb al-mal” or
“Sukukholders”) with the Issuer in its capacity as a manager (“Mudharib”). The
MV shall be the business venture(s) entered into or to be entered into between
the Issuer and the Sukukholders upon the terms of the MV agreement which
involves Shariah compliant investments by the Issuer/Mudharib.
Step 2 : Under the MV, as the Rabb al-mal, the Sukukholders shall contribute 100%
capital for the amount of up to RM650.0 million (“Mudharabah Capital”) and the
Sukukholders’ participation is via subscription of the Sukuk Mudharabah issued
by the Issuer under the Sukuk Mudharabah Facility. The Sukuk Mudharabah
issued by the Issuer shall represent the Sukukholders’ undivided proportionate
interest in the pool of Trust Assets (as defined herein) to be managed by the
Issuer, hence entitling the Sukukholders to receive its profit portion of the MV.
The Issuer shall be the Manager cum Mudharib. The Issuer as the Manager cum
Mudharib shall undertake to pay all transaction expenses incurred in relation to
the MV.
Step 3 : The Issuer shall subsequently make a declaration of trust (“Declaration of

Trust”) in favour of the Sukukholders over all the Issuer’s interests in the MV and
rights under all agreements relating to the MV and as prescribed in the
Declaration of Trust to be the trust assets (“Trust Assets”).
Step 4 : The profit sharing ratio in the MV between the Issuer and the Sukukholders is
10:90, respectively. Any profit in the MV shall be shared with the Sukukholders in
accordance with an agreed profit sharing ratio of the Sukuk Mudharabah but the
30
N.U.R POWER SDN BHD
profit due to the Sukukholders shall be subject to a maximum amount equivalent

to the Expected Profit (as defined below) as agreed by the Sukukholders. In the
event the MV makes a loss, the loss shall be borne solely by the Sukukholders,
unless the Manager is not acting bona fide in the interest of the MV.
The Expected Profit to the Sukukholders under the MV shall be the yield-to-
maturity of the relevant Sukuk Mudharabah at the point of issuance of the Sukuk
Mudharabah tranche calculated up to the Scheduled Dissolution Date or the
Dissolution Declaration Date (each as defined herein), whichever is applicable.
Income from the MV, for distribution to the Sukukholders, shall be based on the
Expected Profit which is an amount equal to a certain percentage of the face
value of the Sukuk Mudharabah per annum, calculated on the basis of the actual
number of days in the relevant period (“Expected Periodic Distribution”) and
will be distributed periodically in the form of periodic distribution (“Periodic
Distribution”). The Periodic Distribution shall be made semi-annually.
Actual income of the MV in excess of the Expected Periodic Distribution amount

shall be retained by the Issuer as an incentive fee in its capacity as Manager
cum Mudharib. The Sukukholders shall grant waiver / tanazul in receiving any
profit entitlement above the Expected Periodic Distribution.
If the actual income generated by the MV is lower than the Expected Periodic
Distribution, the Issuer shall make good the shortfall with top-up payment
amount (“Top-up Payment”). The Top-up Payment amount can be set-off
against the Exercise Price (as defined in item 2(v)(1) herein) under the sale
transaction pursuant to a Purchase Undertaking (as defined in item 2(v)(1)
herein).
The Sukukholders shall receive the Exercise Price of the respective Sukuk
Mudharabah upon the Scheduled Dissolution Date or the Dissolution Declaration
Date, whichever is applicable, following the exercise of the Purchase
Undertaking (as described in paragraph below and item 2(v)(1)).
Step 5 : Pursuant to the Purchase Undertaking, the Issuer shall purchase the
Sukukholders’ interest in the MV at an indicative Exercise Price to be calculated
based on an agreed formula between the Issuer and the Sukukholders on the
Scheduled Dissolution Date or the Dissolution Declaration Date or any other
events to be agreed between the parties. Upon purchase of the final series of the
Sukuk Mudharabah, the MV shall then be dissolved.
Step 6 : The payment of the Exercise Price up to the Guaranteed Amount (as herein
defined under item 2(v)(2)) is severally guaranteed by the Guarantors. The
Guarantee Facilities (as herein defined under item 2(v)(2)) are intended to be a
separate arrangement from the Sukuk Mudharabah Facility wherein separate
financing agreements will be entered into between the Issuer and the
Guarantors.
31
N.U.R Power Sdn Bhd
APPENDIX II
SHARIAH PRONOUNCEMENT DATED 7 MAY 2012

SHARIAH PRONOUNCEMENT
In the name of Allah, the Most Gracious, the Most Merciful

All praise is due to Allah, the Cherisher of the world, and peace and blessing upon
The Prophet of Allah, on his family and all his companions
N.U.R POWER SDN BHD
PROPOSED ISSUANCE OF SUKUK OF UP TO RM650.0 MILLION IN NOMINAL VALUE

UNDER THE SHARIAH PRINCIPLE OF MUDHARABAH
("SUKUK MUDHARABAH FACILITY")
The Shariah Committee of Maybank Islamic Berhad (the "Shariah Adviser") has reviewed the
structure and mechanism to be entered into in respect of the Sukuk Mudharabah Facility to be
issued by N.U.R Power Sdn Bhd (the "Issuer" or "NUR Power") as described in the principal terms
and condition ("PTC") as attached in the Appendix.
The defined terms used in this Shariah Pronouncement have the same meanings appeared in the
PTC in respect of the Sukuk Mudharabah Facility thereto.
1. Description of the Islamic structure
The Trustee on behalf of the potential investors shall enter into a Mudharabah Venture ("MV")
in its capacity as capital provider ("Rabb ai-mal" or "Sukukholders") with the Issuer in its
capacity as a manager ("Mudharib"). The MV shall be the business venture(s) entered into or
to be entered into between the Issuer and the Sukukholders upon the terms of the MV
agreement which involves Shariah compliant investments by the Issuer/Mudharib.
Under the MV, as the Rabb ai-mal, the Sukukholders shall contribute 100% capital for the
amount of up to RM650.0 milnon ("Mudharabah Capital") and the Sukukholders' participation
is via subscription of the Sukuk issued by the Issuer ("Sukuk Mudharabah") under the Sukuk
Mudharabah Facility. The Sukuk Mudharabah issued by the Issuer shall represent the
Sukukholders' undivided proportionate interest in the pool of Trust Assets (as defined herein)
to be managed by the Issuer, hence entitling the Sukukholders to receive its profit portion of
the MV.
The Issuer shall be the Manager cum Mudharib. The Issuer as the Manager cum Mudharib
shall undertake to pay all transaction expenses incurred in relation to the MV. The Issuer shall
subsequently make a declaration of trust ("Declaration of Trust") in favour of the
Sukukholders over all the Issuer's interests in the MV and rights under all agreements relating
to the MV and as prescribed in the Declaration of Trust to be the trust assets ("Trust
Assets").
The profit sharing ratio in the MV between the Issuer and the Sukukholders is 10:90,
respectively. Any profit in the MV shall be shared with the Sukukholders in accordance with an
agreed profit sharing ratio of the Sukuk Mudharabah but the profit due to the Sukukholders
shall be subject to a maximum amount equivalent to the Expected Profit (as defined herein) as
agreed by the Sukukholders. In the event the MV makes a loss, the loss shall be borne solely
by the Sukukholders, unless the Manager is not acting bona fide in the interest of the MV.
The Expected Profit to the Sukukholders under the MV shall be the yield-to-maturity of the
relevant Sukuk Mudharabah at the point of issuance of the Sukuk Mudharabah tranche
calculated up to the Scheduled Dissolution Date or the Dissolution Declaration Date (each as
defined herein), whichever is applicable.
1
Income from the MV, for distribution to the Sukukholders, shall be based on the Expected
Profit which is an amount equal to a certain percentage of the face value of the Sukuk
Mudharabah per annum, calculated on the basis of the actual number of days in the relevant
period ("Expected Periodic Distribution") and will be distributed periodically in the form of
periodic distribution ("Periodic Distribution"). The Periodic Distribution shall be made semi-
annually.
Actual income in the MV in excess of the Expected Periodic Distribution amount shall be
retained by the Issuer as an incentive fee in its capacity as Manager cum Mudharib. The
Sukukholders shall grant waiver/tanazul in receiving any profit entitlement above the Expected
Periodic Distribution. If the actual income generated by the MV is lower than the Expected
Periodic Distribution, the Issuer shall make good the shortfall with top-up payment amount
("Top-up Payment"). The Top-up Payment amount can be set-off against the Exercise Price
(as defined below) under the sale transaction pursuant to a Purchase Undertaking (as defined
below).
The Sukukholders shall receive the Exercise Price of the respective Sukuk Mudharabah upon
the Scheduled Dissolution Date or the Dissolution Declaration Date, whichever is applicable,
following the exercise of the Purchase Undertaking
Pursuant to the Purchase Undertaking, the Issuer shall purchase the Sukukholders' interest in
the MV at an indicative Exercise Price to be calculated based on an agreed formula between
the Issuer and the Sukukholders on the Scheduled Dissolution Date or the Dissolution
Declaration Date or any other events to be agreed between the parties. Upon purchase of the
final series of the Sukuk Mudharabah, the MV shall then be dissolved.
The payment of the Exercise Price is guaranteed by Danajamin Nasional Berhad and
Maybank Islamic Berhad ("Guarantors"). The Guarantee Facilities are intended to be a
separate arrangement from the Sukuk Mudharabah Facility wherein separate financing
agreements will be entered into between the Issuer and the Guarantors.
Purchase Undertaking
Under the Purchase Undertaking, the Issuer shall give an undertaking to the Trustee that the
Issuer shall purchase the Trust Assets at the Exercise Price upon the earliest of:
(a) maturity date of the respective outstanding Sukuk Mudharabah ("Scheduled

Dissolution Date"); or
(b) upon declaration of a dissolution event ("Dissolution Declaration Date").
Exercise Price
The Exercise Price shall be based on Mudharabah Capital plus Expected Profit less Periodic
Distributions made and received up to the Scheduled Dissolution Date or Dissolution
Declaration Date, as the case may be.
2
2. Important Shariah Highlight
The Shariah Adviser wishes to highlight the following:-
2.1 Utilisation of Proceeds
The proceeds raised from issuance of the Sukuk Mudharabah shall be utilised by the
Issuer to advance to its subsidiaries using Shariah-compliant facilities for the following
Shariah-compliant purposes:
(a) Up to RM560.0 million to part-finance the settlement sum to the eXisting lenders
of N.U.R. Generation Sdn Bhd (Receivers and Managers Appointed) and N.U.R.
Distribution Sdn Bhd (Receivers and Managers Appointed); and
(b) Up to RM90.0 million for the following:

(i) To reimburse any expenses related to the upgrade of the IPU identified
generation capacity from an open-cycle gas turbine to a combined-cycle gas
turbine.
(ii) To part-finance the upgrade of the IPU's identified generation capacity from
an open-cycle gas turbine to a combined-cycle gas turbine.
(iii) Any balance from item (i) and (ii) shall be to finance any capital expenditure
of the IPU's generation and distribution facilities to be identified.
2.2 Purchase Undertaking
Among the salient features of this structure is the establishment of a unilateral wa'ad
i.e. the Purchase Undertaking. Majority of Shariah scholars approve wa'ad instead of
Muwa'adah Mulzimah (binding bilateral undertaking) which may resemble the feature of
a sale contract. The Purchase Undertaking is issued by NUR Power who is also acting
as the Manager of the MV to purchase the Sukukholders' interest in the MV at an
Exercise Price on the Scheduled Dissolution Date or Dissolution Declaration Date to
gradually diminish the Sukukholders' interest in the MV.
The Exercise Price of the sale agreement pursuant to the Purchase Undertaking is
based on pre determined formula agreed by the Issuer and the Trustee for and on
behalf of the Sukukholders. From the Shariah point of view, the permissibility of such
pre determined formula of the Exercise Price as mentioned above would be based on
the following:
a) Pursuant to the Purchase Undertaking both parties i.e. NUR Power and the
Sukukholders have agreed to adopt a certain formula based on the concept of
mutual consent (a/- Taraadhl) which have taken into consideration the
performance of the MV (i.e. profit distribution). The agreed formula for the
Exercise Price is determined so as to avoid any future dispute or uncertainty in
the computation of the Exercise Price. The actual price will only be calculated and
agreed at the date of purchase of the Sukukholders' interest in the MV;
b) The SUkukholders are not devoid of all risks as the performance of the Sukuk
Mudharabah is still subject to the operation and performance of the MV and in
case of a dissolution event, to the credit standing of the Issuer; and
c) The current investment rating parameter adopted by most rating agencies
stresses on the assurance/guarantee of principal and profit from the investment
and this parameter applies to all types of Sukuk. Hence, the pre determined
formula of the Exercise Price under Purchase Undertaking for the Sukuk
Mudharabah is inevitable.
3
2.3 Tanazul
Tanazul means cessation of right to claim. The SAC resolved that the basic preference
share (non-cumulative) is permissible based on Tanazul. The SAC ruled that non-
cumulative preference shares are permissible based on Tanazul where the right to
profit of the ordinary shareholder is willingly given to a preference shareholder. In this
case, the Sukukholders may waive their right to receive profit entitlement above the
Expected Periodic Distribution based on the Tanazul concept. Below are some
justifications to support the practice of Tanazul:
1. The basis of permissibility of Tanazul has been elaborated by Shaykh Mustafa al

Zarqa' who mentioned that the Shariah scholars accept the applicability the
concept of huniyyat a/-ta'aqud wa a/-tasyarrut (freedom in entering contract and
determining conditions). AI Zarqa' elucidated that the Shariah scholars however
disputed on the limitations in applying this concept. Some of the Shariah
scholars including Ibn Taymiyyah and Ibn Qayyim endorsed the concept
hurriyyat a/-ta'aqud wa a/-tasyarrut so long as it does not violate muqtada al aqd
(objective of the contract) (Muhammad Yusuf Musa, al-Amwal wa Nazariyyat al-
'Aqd fi al-Fiqh al-lslami, pp. 376 - 399). Under the Sukuk Mudharabah, it is
apparent that application of Tanazul does not violate the Mudharabah's
objective/pillar Le., profit sharing as both partners will enjoy the return if the is
Mudharabah Venture profitable.
2. MOIFI Shariah Standard stated that:
"If one of the two parlies should stipulate for itself a specific amount (of profit),
the mudharabah will be void. This prohibition, however, is not inclusive of an
agreement by the two parlies that if the profits exceed a cerlain percentage then
one of those two parlies will receive the excess exclusively such that the
distribution will be according to what the two have agreed." (AAOIFI Standard
13, para 8.5).
3. The justification of Tanazul may also be found in what certain jurists have
mentioned in regard to the lawfulness of offering incentives in contracts of
waka/ah or in brokerage. AI-Imam al-Bukhari mentioned the same on the
authority of the Companion Ibn 'Abbas and Ibn Sirin:
"There is no impediment to one's saying, 'Sell this cloth and whatever is in

excess of this or that will be yours. '" Said Ibn Sirin: ''When someone says, 'Sel/ it
for this much and whatever profits are realized beyond that will be yours, or will
be shared between us: then there is no problem with that."
In this regard, Shaykh Taqi Uthmani clarified that the incentives also applicable
in case of being a wage-earning employee (ajir) or an investment agent (waki/),
thus resembling a broker, or on the basis of its being an investment manager
(mudharib), or a working partner (shank 'ami/) (Sukuk and their contemporary
applications, p. 6).
4
3. Shariah approval
After taking into consideration the nature of the Sukuk market in Malaysia and the legal
requirements under which the Sukuk Mudharabah Facility is being structured, we are of the
view that the attached structure and mechanism of the Sukuk Mudharabah Facility are in
compliance with the principles of Shariah and hereby approve the proposed Sukuk
Mudharabah Facility, subject to satisfactory documentation.
And Allah knows best.
Members of the Shariah Committee of Maybank Islamic Berhad:
Name Tan Sri Dato' Seri (Dr.) Haji Harussani Haji Zakaria
Position Chairman, Shariah Committee
Date
c::::.
~
Name Dr. Mohammad Deen Mohd Napiah
Position Shariah Adviser
Date
07 MAY 2012 \ "
Name
Position
if>
Dr. Isrn;;;?t;in Mohd @ Abu Hassan
Shariah Adviser
Date J) 7 MAY 2012
-rU ,
Name Dr. Ahcene Lahsasna

Date ,0 7 MAY 2012
Name Encik Sarip bin Adul

Date
5
N.U.R Power Sdn Bhd
APPENDIX III
CASHFLOW PROJECTIONS FOR THE SIXTEEN (16) FINANCIAL YEARS FROM

FINANCIAL YEAR ENDING 31 DECEMBER 2012 TO FINANCIAL YEAR ENDING 31
DECEMBER 2027 AND THE RESPECTIVE ASSUMPTIONS

N.U.R Power Sdn Bhd
N.U.R Power Sdn Bhd
The cashflow projections for the sixteen (16) financial years from financial year ending 31 December 2012 to financial year ending 31 December
2027

N.U.R Power Sdn Bhd
N.U.R Power Sdn Bhd
The cashflow projections for the sixteen (16) financial years from financial year ending 31 December 2012 to financial year ending 31 December
2027 - Continued

N.U.R Power Sdn Bhd
N.U.R Power Sdn Bhd
Assumptions for the cashflow projections
In the preparation of the consolidated cash flows projections of NUR Power and its subsidiaries
(collectively known as, the “Group”), NUR Generation and NUR Distribution, the Board of Directors
have considered and made the following assumptions:
1.0 General Assumptions
(a) There will be no significant changes in the present legislation and Government
regulations, rates and duties, tariffs, levies and taxes, which will adversely affect the
operations of the Group and the market in which they operate.
(b) There will be no significant changes to the prevailing economic and political conditions
and unforeseen weather, natural disaster or civil unrest in Malaysia and elsewhere that
will have direct or indirect effect to the Group.
(c) There will be no material litigation against the Group during the cash flow projection
period.
(d) There will be no significant changes in cost of spares and the major operating costs.
(e) The Group will operate as planned and there are no factors which would significantly
affect their operations.
(f) The inflation is assumed to be 4.0% per annum.
(g) The total operating expenditure of the IPU will be split between NUR Generation and
NUR Distribution using the ratio of 70:30 until 2027.
2.0 Assumptions for NUR Power
(a) NUR Power will successfully raise new Sukuk Mudharabah financing of RM650.0
million which is expected to be fully drawn in 2012. The new fund will then be advanced
to NUR Generation and NUR Distribution amounting to RM455.0 million and RM195.0
million respectively.
(b) Profit rates for the Sukuk Mudharabah ranges between 4.15% to 5.10%.
(c) The upfront fee for the new financing is 2.0%.
(d) The annual expense of the financing is assumed to be 0.0606% on the nominal value of
the financing. The guarantee cost will be 1.75% per annum on the outstanding balances of
the Sukuk Mudharabah.
(e) The repayment schedule of the loan is as follows:
Amount payable per annum

Year
(RM’000)
2016 - 2017 20,000
2018 30,000
2019 - 2020 45,000
Private & Confidential

N.U.R Power Sdn Bhd
Amount payable per annum

Year
(RM’000)
2021 - 2026 65,000
2027 100,000
(f) NUR Power will issue 40,000,000 new ordinary shares of RM1.00 each to DESB as
settlement for the 40,000,000 ordinary shares issued by DESB to Existing Lenders.
(g) NUR Power will receive shareholder advances amounting to RM200.0 million from
DESB at an interest rate of up to 10% per annum commencing from July 2012 and any
applicable taxes payable arising from the shareholders’ advances.
(h) The restructuring related costs to be incurred in year 2012 will be RM20.0 million.
(i) Advisors' fees of RM20.0 million will be incurred in year 2012.
(j) Administrative expenses will be RM9.5 million in year 2012 and RM8.1 million in year
2013. Thereafter, the administrative expenses will increase by 4% per annum representing
inflationary adjustments.
(k) NUR Power will have adequate profits and cash for the distribution of dividend to DESB.
3.0 Assumptions for NUR Generation
(a) Availability factor of the IPU is 90.0% throughout the projection period.
(b) NUR Generation will supply electricity to NUR Distribution at a price equivalent to
75.0% of the tariff charged by NUR Distribution to its customers.
(c) The price of gas from Petronas is RM13.7/mmBTU throughout the projection period.
In the event of gas price increases, the escalated gas cost will be pass-through
successfully to NUR Distribution and eventually, the end-users (the increases in gas price
and electricity tariff to customers is subject to approval by the authorities).
(d) The IPU will suffer transmission loss of 1.2% of electricity generated per annum.
(e) The IPU’s unpaid electricity export is 0.5% of the capacity per annum.
(f) The internal electricity usage by the IPU will be 3.0MW per day throughout the
projection period.
(g) The minimum annual electricity import from TNB includes scheduled outages and
unscheduled outages of 2.0% and 6.0% respectively of the total capacity throughout the
projection period.
(h) The capacity payment to TNB is RM46.103/kW/month throughout the projection period.
(i) Block 1 nominal capacity is 110.0 MW throughout the projection period and will operate
on a combined cycle basis.
(j) Block 2 nominal capacity is 70.0MW in 2012 and will operate on an open cycle basis.
NUR Generation will successfully complete the re-commissioning of Block 2 to a
combined cycle system in year 2013 which is capable of generating 110.0MW.
N.U.R Power Sdn Bhd
Thereafter, Block 2 nominal capacity will remain at 110.0MW until the end of the
projection period.
(k) The average heat rate for combined cycle block is 8,165.0 BTU/kWh and the average heat
rate for open cycle block is 12,000.0 BTU/kWh.
(l) Total capital expenditure (“capex”) for re-commissioning the combined cycle block is
RM95.0 million, of which RM14.8 million has been incurred in year 2011 and the
remaining of RM80.2 million will be incurred in year 2012.
(m) The operation & maintenance fee charged by the operators will be reduced by a total of
30.0% over a period of three (3) years from June 2014.
(n) There will be sufficient gas supply by Petronas until 2027.
(o) The final settlement of the existing loans is RM541.0 million and will be paid in 2012.
The remaining balance of RM642.2 million will be waived by the Existing Lenders.
(p) IPU will incur maintenance costs which include combustion turbine major
inspection/overhaul charge, as set out in Note 1, subject to inflationary adjustments.
4.0 Assumptions for NUR Distribution
(a) The electricity tariff charged to KHTP tenants is 0.305 RM/kWh throughout the
projection period.
In the event of costs escalation due to changes in TNB tariff and/or gas price, NUR
Distribution will be able to pass-through those costs to the end-users successfully with
appropriate adjustment made to the electricity tariff to KHTP (the increases in gas price
and electricity tariff to customers is subject to approval by the authorities).
(b) The energy charge from TNB is 0.215 RM/kWh throughout the projection period.
(c) The electricity load demand for year 2012 is 157.4MW/hour. The electricity load demand
growth is assumed to be four (4) percent per annum in 2013, three (3) percent per annum
from 2014-2016, two (2) percent per annum from 2017-2019 and one (1) percent per
annum from 2020 onwards until the end of the projection period.
(d) The connection charge is RM3.0 million per one (1) percent growth in electricity demand.
(e) NUR Distribution will incur capex of RM48.1 million in 2013 and RM48.0 million in
2014 for a new 132kV substation.
(f) NUR Distribution will incur capex of RM12.8 million in 2013 for the SCADA system
upgrades.
(g) The final settlement sum to TNB is RM25.0 million and will be settled in 2012.
(h) The final settlement of the existing loans is RM249.0 million and will be paid in 2012;
the remaining balance of RM180.7 million will be waived by the Existing Lenders.
(i) The existing Energy Supply Agreement (High Voltage) will be renewed until 2027.
(j) The maintenance costs are set out in Note 1.

N.U.R Power Sdn Bhd
5.0 Tax assumptions
(a) The corporate tax rate is assumed at the current Malaysian corporate income tax rate of
25.0% per annum throughout the projection period and is to be paid in same financial
period.
(b) Implication of possible future implementation of Goods and Services Tax in Malaysia is
not considered in this cash flow projection.
(c) It is assumed that NUR Generation and NUR Distribution are not eligible for any
investment tax allowance nor reinvestment allowance.
(d) The pricing in respect of related party transactions namely, the operating expenditure
sharing and revenue sharing between NUR Generation and NUR Distribution are at arm’s
length.

N.U.R Power Sdn Bhd
Note 1

N.U.R Power Sdn Bhd
APPENDIX IV
MAP OF KHTP

N.U.R Power Sdn Bhd

N.U.R Power Sdn Bhd
THE ISSUER
N.U.R POWER SDN BHD

(Company No. 807660-K)
Unit A1-3-9
Solaris Dutamas
Mont Kiara
50480 Kuala Lumpur
PRINCIPAL ADVISER / LEAD ARRANGER / LEAD MANAGER
Maybank Investment Bank Berhad

(Company No. 15938-H)
33rd Floor, Menara Maybank
100 Jalan Tun Perak
50050 Kuala Lumpur
TRUSTEE SOLICITORS
Pacific Trustees Berhad Zul Rafique & partners

(Company No. 317001-A) Unit D3-3-8
Unit A-9-8, 9th Floor Solaris Dutamas
Megan Avenue 1 No. 1, Jalan Dutamas 1
No. 189, Jalan Tun Razak 50480 Kuala Lumpur
Off Persiaran Hampshire
50400 Kuala Lumpur
GUARANTORS
Danajamin Nasional Berhad Maybank Islamic Berhad

(Company No. 854686-K) (Company No. 787435-M)
Level 25, The Gardens North Tower 10th Floor, Tower A,
Mid Valley City Dataran Maybank,
Lingkaran Syed Putra No. 1, Jalan Maarof,
59200 Kuala Lumpur 59000 Kuala Lumpur
SHARIAH ADVISER
Maybank Islamic Berhad

(Company No. 787435-M)
10th Floor, Tower A,
Dataran Maybank,
No. 1, Jalan Maarof,
59000 Kuala Lumpur

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Strictly Private & Confidential No:

N.U.R POWER SDN BHD

SUKUK OF UP TO RM650.0 MILLION IN NOMINAL VALUE TO BE

Principal Adviser, Lead Arranger and Lead Manager

This Information Memorandum is dated 5 June 2012

1 EXECUTIVE SUMMARY .......................................................................................................... 9

2 SUMMARY OF PRINCIPAL TERMS AND CONDITIONS OF THE GUARANTEE

3 BACKGROUND INFORMATION .......................................................................................... 17

4 GENERAL IPU TECHNICAL DESCRIPTION ..................................................................... 21

5 THE PROPOSED ACQUISITION ........................................................................................... 26

6 PROJECT DOCUMENTS ......................................................................................................... 31

7 LICENSING AND INSURANCES ........................................................................................... 34

8 KEY RISKS AND INVESTMENT CONSIDERATIONS ...................................................... 38

9 OTHER MATERIAL INFORMATION .................................................................................. 44

10 INDUSTRY OVERVIEW .......................................................................................................... 46

I : PRINCIPAL TERMS AND CONDITIONS OF THE SUKUK MUDHARABAH

II : SHARIAH PRONOUNCEMENT DATED 7 MAY 2012

III : CASHFLOW PROJECTIONS FOR THE FIFTEEN (15) FINANCIAL YEARS

BG-i Tranche Sukuk

Al-Kafalah Tranche Sukuk

Important Notice and General Statement of Disclaimer

Private & Confidential Page 1

Private & Confidential Page 2

Statements of Disclaimer by the Securities Commission

A COPY OF THIS INFORMATION MEMORANDUM HAS BEEN LODGED WITH THE SC

Private & Confidential Page 3

THE ISSUE, OFFER FOR SUBCRIPTION OR PURCHASE, OR INVITATION TO SUBCRIBE FOR

INVESTORS SHOULD READ THIS ENTIRE INFORMATION MEMORANDUM CAREFULLY AND

IT IS RECOMMENDED THAT PROSPECTIVE INVESTORS CONSULT THEIR FINANCIAL,

(The rest of this page has been intentionally left blank)

Private & Confidential Page 4

Al-Kafalah Tranche : The Sukuk Mudharabah which is guaranteed by the Danajamin

Al-Kafalah Tranche : The sukukholders of the Al-Kafalah Tranche.

Bank Guarantee-i : The irrevocable and unconditional bank guarantee(s) issued or to be

BG-i Facility : The bank guarantee-i facility of an aggregate amount of up to

BG-i Tranche : The Sukuk Mudharabah which is guaranteed by the Bank

BG-i Tranche : The sukukholders of the BG-i Tranche.

Companies Act : Companies Act 1965, as amended from time to time.

Danajamin : Danajamin Nasional Berhad (Company No. 854686-K).

Danajamin Kafalah : The irrevocable and unconditional kafalah guarantee(s) issued or to

Al-Kafalah Facility Agreement in favour of the Trustee for and on

DESB : Dulang Ekuiti Sdn Bhd (Company No. 870154-H).

Dissolution Event : An event which dissolves the Mudharib Venture.

EMAS : Energy Management Services Sdn Bhd (Company No. 428656-W).

ESBI : Electricity Supply Board of Ireland.

Existing Lenders : As defined in Section 5.1 of this Information Memorandum.

Facility Agent : Maybank IB.

GoM : Government of Malaysia.

Guarantors : Collectively, Danajamin, via the Al-Kafalah Facility and Maybank

HRSG : Heat Recovery Steam Generators.

Issuer : N.U.R Power Sdn Bhd (Company No. 807660-K).

IPP : Independent Power Producer.

IPU : Independent Power Utility.

KHTP : Kulim Hi-Tech Park.

KTPC : Kulim Technology Park Corporation Sdn Bhd (Company No.

Licences : Collectively, the generation licence and distribution licence dated

Maybank : Malayan Banking Berhad (Company No. 3813-K).

Maybank IB : Maybank Investment Bank Berhad (Company No. 15938-H).

Maybank Islamic : Maybank Islamic Berhad (Company No. 787435-M).