continued - The Lion Group

29. PREFERENCE SHARES (continued)
Terms of Preference “E” Shares
The Preference “E” Shares of RM0.01 each includes the following salient features:
(i) The Preference “E” Shares shall be issued at a par value of RM0.01 with a premium of RM0.99 per Preference
“E” Share;
(ii) The Preference “E” Shares shall carry the right to preference dividend (cumulative) of RM0.05 per Preference
“E” Share after the Preference “G” Shares but in priority to the Preference “D” Shares, the Preference “F”
Shares and the ordinary shares in Megasteel;
(iii) The Preference “E” Shares shall rank both as regards dividend and return of capital after the Preference
“G” Shares but in priority to the Preference “D” Shares, the Preference “F” Shares and the ordinary shares
in Megasteel;
(iv) The Preference “E” Shares shall not be entitled to any right of voting at any general meeting of Megasteel
nor receipt of any notices of meetings of Megasteel;
(v) The Preference “E” Shares shall be subordinated to (a) the Syndicated Term Loans of Megasteel; and (b) the
full redemption of the Preference “G” Shares;
(vi) The Preference “E” Shares shall be redeemed at the par value of RM0.01 with a premium of RM0.99 per
Preference “E” Share, at the option of Megasteel in priority to the Preference “D” Shares and the Preference
“F” Shares subject to the full settlement of the Syndicated Term Loans of Megasteel and the full redemption
of the Preference “G” Shares; and
(vii) The Preference “E” Shares shall be transferable but not convertible.
Terms of Preference “G” Shares
The Preference “G” Shares of RM0.01 each includes the following salient features:
(i) The Preference “G” Shares shall be issued at a par value of RM0.01 with a premium of RM0.99 per Preference
“G” share;
(ii) The Preference “G” Shares shall carry the right to a fixed cumulative preference dividend of RM0.05 per
share per annum, subject to the availability of profits;
(iii) The Preference “G” Shares shall rank in priority to the ordinary shares and the existing Preference “D”, “E”
and “F” Shares of Megasteel in the event of liquidation, dissolution, winding-up or other repayment of capital
of Megasteel and dividends declared (if any) provided that there shall be no further right to participate in
the surplus assets or profits of Megasteel;
(iv) The Preference “G” Shares shall be subordinated to the existing Syndicated Term Loans of Megasteel and
in the event of a refinancing of the existing Syndicated Term Loans, the Preference “G” Shares shall be
subordinated up to the amount utilised to repay the existing Syndicated Term Loans from the proceeds of
the refinancing (“Subordination”). The Preference “G” Shares shall rank pari passu with all other present
and future indebtedness;
(v) The Preference “G” Shares shall be for an initial tenure of five years (“Initial Tenure”). On the fourth
anniversary of the date of issue, Megasteel has the option to extend the tenure of the Preference “G” Shares
for a further five years from the maturity date of the Initial Tenure (“Extended Tenure”).
During the Extended Tenure, the Preference “G” Shares shall bear a fixed cumulative preference dividend
per preference share per annum calculated based on the issue price of RM1.00 multiplied by the base
lending rate of Malayan Banking Berhad at the date of declaration of dividend plus 1.5% per annum subject
to availability of profits;
91