1.

Issuer

OM Sarawak

2.

Investors

1. SISB

2. OMS

3.

Instrument

CPS which are convertible into new ordinary shares in OM Sarawak ("OM Sarawak Ord Shares") in the manner set out below.

4.

Par value per CPS

RM0.10

5.

Issue size

Up to RM450,000,000 in value in aggregate comprising up to 450,000,000 CPS of par value RM0.10 each to be issued as follow:

• to SISB, up to 300,000,000 CPS; and

• to OM, up to 150,000,000 CPS.

6.

Issue Price payable per CPS

RM1.00 (equivalent to approximately A$0.34 each2)

7.

Form and denomination

Each CPS shall be issued in registered form and in multiples of par value RM0.10 per CPS

8.

Ranking

The CPSs to be issued shall be unsecured and shall as between each CPS, rank pari passu in all respects and without discrimination or preference, but as between the CPSs and any OM Sarawak Ord Shares, shall rank in priority where in the event of any liquidation, dissolution or winding up of OM Sarawak (including a merger or consolidation and a sale, lease, transfer, exclusive license or other disposition of all or substantially all of the assets of OM Sarawak) ("Liquidation Event"), the Issue Price plus accrued dividends attributable to the CPSs shall be first paid from the proceeds of the Liquidation Event.

9.

Maturity Date

The CPSs will mature on the date which is ten (10) years from the date of issuance of the CPSs to SISB and OMS

10.

Dividend

The CPSs will bear a cumulative fixed dividend rate of 6.5% per annum on the Issue Price (compounded annually).

If any conversion of the CPSs occurs in between dividend payment dates, dividends accrued up to and including the date of conversion shall be payable.

Any dividend not paid for a financial year shall be cumulative and payable in arrears in subsequent financial years.

Any dividends that remain unpaid at the Maturity Date shall be automatically converted into OM Sarawak Ord Shares at the Conversion Price (defined in item 12 below).

11.

Conversion Rights

The CPSs will be convertible into OM Sarawak Ord Shares at any time on the date which is five years after the issue date of the CPSs. The CPSs will not be convertible prior to this date.

12.

Conversion Price

The CPS shall be converted into new OM Sarawak Ord Shares at RM1.00 per OM Sarawak Ord Share with the surrender of the CPS to OM Sarawak without any additional cash consideration. One (1) CPS shall be converted into one (1) new OM Sarawak Ord Share.

SISB shall give 90 days' prior written notice to OMS of its intention to convert the CPSs held by it into OM Sarawak Ord Shares and OMS must purchase (and SISB must sell) such number of CPSs as is necessary to ensure that OMS retains the same 75% holding of OM Sarawak Ord Shares following the conversion of CPSs by SISB described in the notice received from SISB. The purchase price will equal the aggregate Issue Price of the CPSs being acquired by OMS plus any accrued dividends on such CPSs.

13.

Redemption

The CPS shall not be redeemable. Any outstanding CPS not converted to OM Sarawak Ord Shares at the Maturity Date shall be automatically converted by OM Sarawak at the Conversion Price.

14.

Listing

The CPSs (and any OM Sarawak Ord Shares into which such CPSs are converted) shall not be listed on any stock exchange

15.

Call Option

At any time after the 2nd anniversary of the entry into the Subscription Agreement, OMS shall have the option to purchase (and SISB shall have the obligation to sell to OMS) such number of CPS held by SISB which is necessary to ensure that the ratio

of CPSs held by OMS and SISB mirrors the ratio of OM Sarawak Ord Shares held by them as at the date of entry into the Subscription Agreement at a purchase price equal to the aggregate Issue Price of the CPSs being acquired by OMS plus any accrued dividends on such CPS's.

16.

Voting rights

The CPS holders shall not be entitled to voting rights except where there is a proposal to:

1. alter, modify, reduce or in any way change the capital structure of OM Sarawak that disproportionately and adversely affects the rights attached to the CPS;

2. make any material change in the business of OM Sarawak;

3. liquidate, dissolve or wind up the affairs of OM Sarawak;

4. amend, alter, or repeal any provision of OM Sarawak's Memorandum and Articles of Association in a way that disproportionately and adversely affects the CPS; or

5. create or authorise the creation of or issue any other securities that would rank equal to or higher than the CPS in a liquidation, dissolution or winding up of OM Sarawak.

17.

Shareholders' Agreement

The Investors shall not have any rights under the existing shareholders' agreement between OMS and SISB as a result of holding the CPS

18.

Participation in surplus assets and profits

The CPS holders shall not be entitled to participate in profits and surplus assets in a winding up or upon reduction of capital of OM Sarawak

19.

Governing law

Malaysian law