We refer to the announcement made by Tan Chong Motor Holdings Berhad (“TCMH”) on 2 December 2010 in relation to the up to RM600.0 million Medium Term Notes Programme (the “MTN Programme” and the medium term notes issued thereunder, the “Notes”) established by Premium Commerce Berhad (“PCB”).

By a notice to holders of the Notes (the “Noteholders”) dated 28 January 2011, PCB had sought the consent of Noteholders to amend the Relevant Documents to incorporate certain variations to the terms and conditions of the MTN Programme as set out below (“Proposed Variations”):

1. To remove the current limit of seven (7) years on the tenure of the Notes to be issued;
2. In relation to the exercise of the “Clean Up” Call Option for future Notes Series, to remove the condition that all the Class A Notes for a particular Hire Purchase Receivables Series has been fully redeemed first and thereby the only condition for the exercise of the “Clean-Up” Call Option would be if the Investment Amount of a Receivables Series falls below five percent (5%) of its Initial Investment Amount;
3. To increase the tenure of the MTN Programme from 15 April 2026 to 31 December 2029 to be in line/consistent with the variation to the tenure of the Notes; and
4. To increase the limit of any outstanding Notes under the MTN Programme from RM600.0 Million to RM2.0 Billion.

The Proposed Variations will only be applicable for issuances of Notes after these variations become effective and are not intended for any outstanding Notes. In relation to Proposed Variation (4), approval from the Securities Commission (“SC”) was also sought via an application dated 4 March 2011.

We are pleased to announce that PCB has received the consent of Noteholders on 11 March 2011 and the approval of SC on 29 March 2011 to amend the Relevant Documents to give effect to the Proposed Variations.

Terms used herein in relation to the MTN Programme shall have the same meanings ascribed to them in the Trust Deed and the Master Definitions Schedule, both dated 10 May 2005 (including any supplementals thereto).