Bank Limited

BRAC Bank 25% Subordinated Convertible Bonds

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Key Features of Subordinated Convertible Bond of BRAC Bank Limited:

Issuer: BRAC Bank Limited

Purpose: To raise Tier 2 Capital (subject to regulatory approval) andundertake normal commercial banking activities with theproceeds as permitted by the Bangladesh Bank.

Lead Arranger: RSA Capital LimitedIssue

Manager: IDLC Finance LimitedTrustee: The City Bank Limited

Investors: 90% of the total Issue Size shall be offered to institutionalinvestors including onshore and offshore investors and theremaining 10% shall be offered to public through IPO.

Issue Size: BDT 3,000,000,000 (Bangladesh Taka Three Billion)

Issue Type: Subordinated Convertible Bond Issue (“Bond”) of BRACBank Ltd. with qualification as Tier 2 Capital.

Tenor: 84 Months from the date of issue, bullet repayment.

Face Value: Each Bond will have a Face Value of BDT 1,000 (OneThousand).

Market Lot: Each market lot will consist 5 (five) bonds each with a FaceValue of BDT 1,000 (One Thousand).

Listing Size: Public listing of BDT 3,000,000,000 SubordinatedConvertible Bond in the ratio of 90:10 for private placementand repeat public offerings, respectively in DSE and CSE. .

Reference Rate: The Reference Rate is the latest 182-days BangladeshGovernment T-Bill as published on Bangladesh Bank website or other sources of publication.”Quotation Day” means, in relation to any period for whichan interest rate is to be determined, 5 Business Daysbefore the first day of that period.If the Reference Rate is not available on the Quotation Day,the Trustee will be entitled to apply a Treasury Bill rate withthe next lower maturity; or if such a rate is unavailable thenthe Issuer shall negotiate in good faith with the Trustee(upon the request of the Investors) in order to arrive at amutual agreement upon the applicable interest rate andperiod of interest for the Facility. Such determinationthereof shall be conclusive and binding on the Issuer.Interest Margin above theReference Rate for the

Issue:Margin is 6.50% determined during the book buildingexercise and market conditions at the precise time of

Increased Risk Interest

2% above the Interest Floor or the Interest Margin and theReference Rate; whatever is higher. This will be triggeredunder the following conditions:

(i) Non-Payment: a default is made in the paymentof any principal or in the payment of any interestdue in respect of the Bonds;

(ii) Breach of Financial Covenant: any financialcovenant requirement is not satisfied at any timeas per terms and conditions of the bond;

(iii) Downgrade of Credit Rating: the credit rating ofthe Issuer and of the Bonds falling belowInvestment Grade;

(iv) Breach of Other Obligations: the Issuer does notperform or comply with one or more of its otherobligations in the Bonds or the Trust Deed whichdefault is incapable of remedy or, if in theopinion of the Trustee capable of remedy, is notin the opinion of the Trustee remedied within 30days after written notice of such default shallhave been given to the Issuer by the Trustee

(v) Misrepresentation: any representation orstatement made or deemed to be made by theIssuer in any Bond Document or any otherdocument delivered by or on behalf of the Issuerunder or in connection with any Bond Documentis or proves to have been incorrect ormisleading in any material respect when madeor deemed to be made;

(vi) Failure to deliver Shares: any failure by theIssuer to deliver any Shares as and when theShares are required to be delivered followingConversion of Bonds and such failure continuesfor more than three days or a Delisting Eventoccurs;

(vii) Insolvency: the Issuer or any of its Subsidiariesis (or is, or could be, deemed by law or a courtto be) insolvent or bankrupt or unable to pay itsdebts,

(viii) Cross-Default: any other present or futureindebtedness (whether actual or contingent) ofthe Issuer or any of its Subsidiaries for or inrespect of moneys borrowed or raised becomes(or becomes capable of being declared) due andpayable prior to its stated maturity by reason ofany actual or potential default, event of defaultor the like (howsoever described);

(ix) Enforcement Proceedings: a distress,attachment, execution, seizure before judgmentor other legal process is levied, enforced orsued out on or against any material part of theproperty, assets or turnover of the Issuer or anyof its Subsidiaries and is not discharged orstayed within 30 days;

(x) Winding-up: an order is made or an effectiveresolution passed for the winding-up ordissolution or administration of the Issuer or anyof its Subsidiaries (except for a members’voluntary solvent winding up of a Subsidiary), orthe Issuer or any of its Subsidiaries ceases orthreatens to cease to carry on all or a materialpart of its business or operations, except for thepurpose of and followed by a reconstruction,amalgamation, reorganisation, merger orconsolidation;

(xi) Security Enforced: an encumbrancer takespossession or an administrative or otherreceiver or an administrator or other similarofficer is appointed of the whole or a materialpart of the property, assets or turnover of theIssuer or any of its Subsidiaries (as the casemay be) and is not discharged within 30 days;

(xii) Governmental Intervention: by or under theauthority of any government or of theBangladesh Bank (as the case may be) (a) themanagement of the Issuer or any member of theGroup is wholly or partially displaced; or (b) theauthority of the Issuer or any member of theGroup in the conduct of its business is wholly orpartially curtailed; or (c) any of the Shares of theIssuer or any member of the Group or any partof its revenues or assets is seized, nationalised,expropriated or compulsorily acquired;

(xiii) Nationalisation: (a) any step is taken by anyperson with a view to the seizure, compulsoryacquisition, expropriation or nationalisation of allor a material part of the assets of the Issuer orany of its Subsidiaries or (b) the Issuer, or any ofits Subsidiaries is prevented from exercisingnormal control over all or a material part of itsproperty, assets and turnover;

(xiv) Repudiation: it rescinds or purports to rescind orrepudiates or purports to repudiate a BondDocument or evidences an intention to rescindor repudiate a Bond Document;

(xv) Illegality: it is or will become unlawful for theIssuer to perform or comply with any one ormore of its obligations under any of the Bonds orthe Trust Deed;

(xvi) Material Adverse Change: any event orcircumstance (or any series of events orcircumstances) occurs which the Trusteereasonably believes might have a MaterialAdverse Effect; or

(xvii) Analogous Events: any event occurs whichunder the laws of any relevant jurisdiction ananalogous effect to any of the events hasreferred to in any of the foregoing paragraphs.The Bonds shall automatically bear interest from (andincluding) the date of the occurrence of any such eventat the Step-Up Interest Rate. The Trustee shall notifythe Bondholders in accordance not less than 3business days after it has become aware of an Eventof Default that the Step-Up Interest Rate has takeneffect.

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Streets of PAKISTAN views 150000.00 ——-

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1955 CHEVY BEL-AIR CONVERTIBLE GEARBOX PEDAL CAR/BANK LTD.ED. #68002-NEW IN BOX $0.00

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1935 NORTH OF SCOTLAND BANK LIMITED £1 NOTE * J * $0.00

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1980 ROYAL BANK OF SCOTLAND LIMITED £5 NOTE * A/83 698716 * gVF * $0.00

1949 COMMERCIAL BANK OF SCOTLAND LIMITED £1 NOTE * 26G 824866 * GVF * $0.00

1963 NATIONAL COMMERCIAL BANK OF SCOTLAND LIMITED £1 NOTE * U 988578 * gVF * $0.00

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