Tropicana Corporation Berhad Annual Report 2020

30. IRREDEEMABLE CONVERTIBLE PREFERENCE SHARES AND PERPETUAL BOND (CONT'D.) Irredeemable Convertible Preference Shares (cont'd.) The salient terms of the ICPS were as follows: (cont'd.) (i) Variation of Rights No alteration, variation, amendment, addition, deletion or substitution to the provisions of this Clause 20A shall be made unless the Company shall have obtained the written consent of the ICPS Holders representing not less than seventy-five per cent (75%) of the total voting rights of the ICPS Holder or the sanction of a special resolution passed at a separate meeting of the ICPS Holders. While any ICPS remains unconverted into ordinary shares, no resolution shall be passed for reducing the share capital of the Company, unless the Company shall have obtained the written consent of the ICPS Holders representing not less than seventy-five per cent (75%) of the total voting rights of the ICPS Holder or the sanction of a special resolution passed at a separate meeting of the ICPS Holders. To every such separate meeting, the provisions of this Constitution relating to general meetings shall mutatis mutandis apply except that in the case of having only one ICPS Holder, one ICPS Holder personally present at a meeting shall constitute a quorum. (j) Priority in winding up On winding up or repayment of capital, the ICPS Holder shall be entitled to repayment of the capital paid up on these ICPS (together with a sum equal to any arrears or deficiency of the fixed dividend, whether declared or earned or not, calculated down to the date of the return of capital) in priority to any payment to the holders of the ordinary shares. (k) Listing Status The ICPS will not be listed on the Main Market of the Exchange. The new ordinary shares in the Company to be issued upon the conversion of ICPS will be listed and quoted on the Main Market of the Exchange. (l) Governing Law The ICPS will be governed under the laws of Malaysia. Perpetual bond Group and Company 2020 2019 RM'000 RM'000 At 1 January 252,661 – Issuance of perpetual bond – 248,000 Distribution for the financial year 17,361 4,661 Distribution paid for the financial year (17,409) – At 31 December 252,613 252,661 On 25 September 2019, the Company issued a total of RM248 million in nominal value of senior unrated Perpetual Sukuk (" Sukuk Musharakah ") pursuant to a Sukuk Musharakah Programme (" Perpetual bond ") of up to RM2 billion in nominal value. The Perpetual bond is established to raise funds as and when required to be utilised for Shariah-compliant purposes which include refinancing existing financing/ debt obligations (whether in whole or in part), and/or to finance working capital requirements, investments, capital expenditure and/or general corporate purposes of the Group. 30. IRREDEEMABLE CONVERTIBLE PREFERENCE SHARES AND PERPETUAL BOND (CONT'D.) Perpetual bond (cont'd.) The salient features of the Perpetual bond were as follows: (i) the Perpetual bond is issued under the Shariah principle of Musharakah; (ii) perpetual in tenure, where the Company has a call option to redeem the Perpetual bond at the end of the 5 th year and on each periodic distribution date thereafter; (iii) the Company also has the option to redeem the Perpetual bond upon the occurrence of an Accounting Event, Tax Event and/or any Stepped Up Event; (iv) the expected periodic distribution up to year 5 is 7% per annum payable semi-annually. If the Company does not exercise its option to redeem at the end of the 5 th year, the periodic distribution increases by 2% per annum in year 6 and subsequently the periodic distribution increases by 1% per annum in year 7 onwards and subject to a maximum rate of 15% per annum; (v) deferred periodic distribution, if any, will be cumulative and shall be added for the purpose of calculating the Additional Periodic Distribution Amount; (vi) payment obligations on the Perpetual bond will at all times, rank ahead of the holders of Junior Obligations of the Company and rank pari passu with all other present and future unsecured, unconditional and unsubordinated obligations of the Company; and (vii) the Perpetual bond is not rated and is unsecured. (viii) Accounting Event If as a result of any changes or amendments to the Malaysian Financial Reporting Standards (" MFRS ") in Malaysia or any other accounting standards that may replace MFRS for the purposes of the Issuer's consolidated financial statements, the Sukuk Musharakah are no longer recorded, or will no longer be recorded entirely as "equity" pursuant to the Relevant Accounting Standard, an Accounting Event shall have occurred. (ix) Tax Event If the Issuer has or will become obliged to pay additional amounts of tax (" Additional Amounts ") or increase the payment of such Additional Amounts or the Expected Periodic Distribution Amount made by the Issuer would not in the immediately following Periodic Distribution Date be fully tax deductible by the Issuer for Malaysian income tax purposes as a result of: (a) any change in, or amendment to, the laws (or any regulations, rulings or other administrative pronouncements of Malaysia) or any political subdivision or any authority thereof or therein having power to tax; or (b) any change in the application or official interpretation of such laws, regulations, rulings or other administrative pronouncements. Which change or amendment is made public on or after the issue date of the relevant Sukuk Musharakah and such obligations cannot be avoided by the Issuer taking reasonable measures available to it, then a Tax Event shall have occurred. (x) Stepped Up Event The Periodic Distribution Rate of the Sukuk Musharakah shall be stepped up to the Maximum Rate from the expiry of 45 days period from the date any of the Stepped Up Events first occurred until such Stepped Up Event ceases to subsist. NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 31 December 2020 ANNUAL REPORT 2020 TROPICANA CORPORATION BERHAD FINANCIAL STATEMENTS AND OTHER INFORMATION 258 259