Public Bank : RM20.0 Billion Subordinated Medium Term Notes Programme

(3) Date of incorporation:

Public Bank Berhad ("PBB" or the "Issuer")

Registered Address

27th Floor, Menara Public Bank

146 Jalan Ampang

50450 Kuala Lumpur

Business Address

Menara Public Bank

146 Jalan Ampang

50450 Kuala Lumpur

30 December 1965

1. Principal activities of : Issuer

PBB is principally engaged in all aspects of commercial banking and the provision of related financial services. PBB's group of companies is involved in banking, Islamic banking, investment banking, financing, credit card business, stock broking, sale of trust units and management of unit trust funds, bancassurance and general insurance and other related financial services such as trustee and nominee services.

1. Issued and paid-up : share capital

(13) Board of directors :

Issued and paid-up share capital as at 15 August 2023 is as follows:

RM9,417,653,714.00, comprising 19,410,691,735 ordinary shares.

The substantial shareholders and their respective shareholdings as at 15 August

2023 are as follows:

Note:

• Deemed to have interests in PBB shares held by other corporations by virtue of Section 8(4) of the Companies Act, 2016

1. Lai Wan
2. Tan Sri Dato' Sri Dr. Tay Ah Lek
3. Cheah Kim Ling
4. Lee Chin Guan
5. Dato' Mohd Hanif bin Sher Mohamed

1. If the Issuer or : its board members have been convicted or charged with any offence under any securities laws, corporation laws or other laws involving fraud or dishonesty in a court of law, or if any action has been initiated against the Issuer or its board members for breaches of the same, for the past ten years prior to the lodgement/ since incorporation (for Issuer incorporated less than ten years)
2. If the Issuer has: been subjected to any action by the stock exchange for

1. Tham Chai Fhong
2. Lim Chao Li
3. Gladys Leong

Additional Notes:

The board of directors of the Issuer as at 15 August 2023.

None.

None.

(5) Shariah principles : (for sukuk)

1. Facility description : (for ringgit- denominated sukuk, to provide description as cleared by the SC)

Not applicable

The issuance of Sub-Notes under a Sub-Notes Programme of RM20.0 billion in nominal value, whereby PBB may from time to time issue Sub-Notes where the aggregate outstanding nominal value of the Sub-Notes shall not exceed RM20.0 billion at any point of time.

The Sub-Notes are intended to qualify as Tier 2 capital of PBB and PBB's group of companies and shall comply with Bank Negara Malaysia's ("BNM") Capital Adequacy Framework (Capital Components) issued on 9 December 2020, as amended from time to time ("CA Framework").

Ringgit

Up to MYR 20,000,000,000.00

1. Option to upsize (for : programme)

Yes

Additional Notes:

The Issuer shall have the option to upsize the limit of the Sub-Notes Programme at any time and from time to time, subject to the following being fulfilled prior to the exercise of the option:

1. the Credit Rating Agency (as defined in the section entitled "Details of credit rating, if applicable") has confirmed that there is no adverse impact on the prevailing credit rating of the Sub-Notes Programme following such upsizing;
2. the relevant guidelines as may be issued by the SC from time to time including the LOLA Guidelines in relation to such upsizing have been complied with;
3. if applicable, execution of the relevant documentation to evidence the upsizing of the Sub-Notes Programme;
4. the relevant regulatory approvals have been obtained (if applicable); and
5. such other terms and/or conditions as may be advised by the Solicitors, if any.

By subscribing to the Sub-Notes, the holders of the Sub-Notes ("Noteholders") shall be deemed to have consented to such upsizing of the limit of the Sub-Notes Programme limit from time to time in the Trust Deed. Accordingly, no further consent will be required from the Noteholders, the Trustee or from any other party under the Sub-Notes Programme for the Issuer to exercise the option to increase the limit of the Sub-Notes Programme from time to time.

1. Availability period of : debt/ sukuk programme

(14) Selling restrictions :

The Sub-Notes may be issued at any time during the period commencing from completion of documentation and compliance of all conditions precedent to the satisfaction of the Lead Arranger (unless otherwise waived by the Lead Arranger).

The first issuance of the Sub-Notes under the Sub-Notes Programme shall be made within ninety (90) business days from the date of the lodgement of information and documents relating to the Sub-Notes Programme with the SC or such other extended period as may be allowed by the SC.

BNM, or its successor-in-title or successor in such capacity.

Private/direct placement

Bought deal

Book building

Additional Notes:

The Sub-Notes may be issued through any of the modes marked above on a best effort basis.

(i) At issuance:

Read together with Schedule 9 of the CMSA

Schedule 5, Part I, 1(b) of the CMSA (consideration not less than RM250,000 or equivalent in foreign currencies for each transaction)

Other-TheSub-Notes may only be offered, sold, transferred or otherwise disposed of, directly or indirectly, to persons to whom an offer or invitation to subscribe the Sub-Notes may be made and to whom the Sub-Notes are issued would fall within (i) paragraphs 1(a), (b) or (d) of Part I of Schedule 5 of the CMSA; and (ii) Schedule 6 and Schedule 7 of the CMSA, read together with Schedule 9 (or Section 257(3)) of the CMSA, subject to any change in the applicable laws.

(ii) After issuance:

Read together with Schedule 9 of the CMSA

Schedule 5, Part I, 1(b) of the CMSA (consideration not less than RM250,000 or equivalent in foreign currencies for each transaction)

Other-TheSub-Notes may only be offered, sold, transferred or otherwise disposed of, directly or indirectly, to persons to whom an offer or invitation to purchase the Sub-Notes would fall within (i) paragraphs 1(a), (b) or (d) of Part I of Schedule 5 of the CMSA; and (ii) Schedule 6 (or Section 229(1)(b)) of the CMSA, read together with Schedule 9 (or Section 257(3)) of the CMSA, subject to any change in the applicable laws.

Size in Ringgit which are tradable and transferable:

MYR 20,000,000,000.00

Size in Ringgit which are non-tradable and non-transferable:

Not applicable

1. Secured/combinatio : n of unsecured and secured, if applicable

Size in Ringgit which are restricted transferability: Not applicable

Unsecured

1. Details of guarantee,: if applicable

Not guaranteed

Non-convertible

Non-exchangeable

(22) Details of covenants :

No put option

Positive Covenants

The Issuer shall covenant that so long as any of the Sub-Notes shall remain outstanding:

1. Compliance with Transaction Documents: the Issuer shall at all times perform all its obligations and promptly comply with all provisions of the Transaction Documents (as defined under the section entitled "Other terms and conditions - Transaction Documents" below) and the terms and conditions of the Sub-Notes and immediately notify the Trustee in the event that the Issuer is unable to fulfil or comply with any of the provisions of the Transaction Documents;
2. Proper books and accounting records: the Issuer shall keep proper books and accounting records at all times on a basis consistently applied in accordance with the laws of Malaysia and generally accepted accounting principles and standards in Malaysia and provide the Trustee and any person appointed by it (e.g. auditors)

No.

Long

Rated/Un

Credit rating

Credit rating

Final/

Name of

Amount