OFFERING CIRCULAR

SURBANA JURONG PRIVATE LIMITED(Incorporated in the Republic of Singapore on 29 September 2014)

(Company Registration No. 201428879H)

US$1,000,000,000Multicurrency Debt Issuance Programme

Under this US$1,000,000,000 Multicurrency Debt Issuance Programme (the “Programme”), each of Surbana Jurong Private Limited (the“Company”) or any subsidiary of the Company specified in the applicable Pricing Supplement (as defined below) which has executed an IssuerDeed of Accession (as defined herein) (a “Subsidiary Issuer” and, any of the Company or a Subsidiary Issuer, an “Issuer” ), subject tocompliance with all relevant laws, regulations and directives, may from time to time issue notes (the “Notes”) or perpetual securities (the“Securities”) denominated in any currency as agreed between the relevant Issuer and the relevant Dealer (as defined below). Each Series (asdefined in “Summary of the Programme”) of Notes and Securities shall be issued only by either (i) the Company (the “Direct IssuanceInstruments”); or (ii) any Subsidiary Issuer. Notes and Securities issued by a Subsidiary Issuer shall be unconditionally and irrevocablyguaranteed by the Company (in its capacity as guarantor, the “Guarantor”) (the “Guaranteed Instruments”, and together with the DirectIssuance Instruments, the “Instruments”). The Securities may rank as senior obligations (the “Senior Securities”) or subordinated obligations(the “Subordinated Securities”) of the relevant Issuer.

Notes and Securities may be issued in bearer or registered form (respectively “Bearer Notes”, “Registered Notes”, “Bearer Securities” and“Registered Securities”). The maximum aggregate nominal amount of all Instruments from time to time outstanding under the Programme willnot exceed US$1,000,000,000 (or its equivalent in other currencies calculated as described in the Dealer Agreement described herein), subjectto increase as described herein.

The Instruments may be issued by the Company or a Subsidiary Issuer on a continuing basis to one or more Permanent Dealers (as definedherein) specified under “Overview of the Programme” and any additional Dealer appointed under the Programme from time to time by therelevant Issuer (each a “Dealer” and together the “Dealers”), which appointment may be for a specific issue or on an ongoing basis. Referencesin this Offering Circular to the “relevant Dealer” shall, in the case of an issue of Instruments being (or intended to be) subscribed by morethan one Dealer, be to all Dealers agreeing to subscribe to such Instruments.

An investment in Instruments issued under the Programme involves certain risks. For a discussion of these risks see “Risk Factors”.Application has been made to the Singapore Exchange Securities Trading Limited (the “SGX-ST”) for permission to deal in, and for a quotationof, any Instruments to be issued pursuant to the Programme and which are agreed at or prior to the time of issue thereof to be so listed on theSGX-ST. Such permission will be granted when such Instruments have been admitted to the Official List of the SGX-ST. The SGX-ST assumesno responsibility for the correctness of any of the statements made or opinions expressed or reports contained herein. The approval in-principlefrom, and the admission of any Instruments to the Official List of, the SGX-ST are not to be taken as an indication of the merits of the Company,any Subsidiary Issuer, the Programme or the Instruments.

Notice of the aggregate nominal amount of Instruments, interest (if any) or distribution (if any), as the case may be, payable in respect ofInstruments, the issue price of Instruments and any other terms and conditions not contained herein which are applicable to each Tranche ofInstruments (as defined under “Terms and Conditions of the Notes” or “Terms and Conditions of the Securities”, respectively), will be set outin a pricing supplement (the “Pricing Supplement”) which, with respect to Instruments to be listed on the SGX-ST, will be delivered to theSGX-ST on or before the date of listing of the Instruments of such Tranche.

The Programme provides that Instruments may be listed or admitted to trading, as the case may be, on such other or further stock exchangesor markets as may be agreed between the relevant Issuer and the relevant Dealer. The relevant Issuer may also issue Instruments which areunlisted and/or not admitted to trading on any market.

Each Tranche of Instruments of each Series in bearer form will be represented on issue by (i) in the case of Notes, a temporary global notein bearer form (each a “Temporary Global Note”) or a permanent global note in bearer form (each a “Permanent Global Note”) and (ii) inthe case of Securities, a temporary global perpetual security in bearer form (each a “Temporary Global Security”) or a permanent globalperpetual security in bearer form (each a “Permanent Global Security”). Notes and Securities in registered form will initially be representedby (i) in the case of Notes, a global note in registered form (each a “Registered Global Note” and together with any Temporary Global Notesand Permanent Global Notes, the “Global Notes” and each a “Global Note”) and (ii) in the case of Securities, a global perpetual security inregistered form (each a “Registered Global Security”, and together with any Temporary Global Securities and Permanent Global Securities,the “Global Securities” and each a “Global Security”). Global Notes and Global Securities may be deposited on the issue date with a commondepositary for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, S.A (“Clearstream Luxembourg”). Global Notes and GlobalSecurities may also be deposited with The Central Depository (Pte) Limited (“CDP”).

The Instruments have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) orany U.S. State securities laws and may not be offered or sold in the United States (or, in certain circumstances, to, or for the accountor benefit of, U.S. persons) unless an exemption from the registration requirements of the Securities Act is available and in accordancewith all applicable securities laws of any state of the United States and any other jurisdiction. See “Form of the Notes” and “Form of theSecurities” for descriptions of the manner in which the Notes and the Securities will be issued. The Instruments are subject to certainrestrictions on transfer, see “Subscription and Sale”.

This Offering Circular has not been registered as a prospectus with the Monetary Authority of Singapore (“MAS”). Accordingly, this OfferingCircular and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Instrumentsmay not be circulated or distributed, nor may the Instruments be offered or sold, or be made the subject of an invitation for subscription orpurchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securitiesand Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section275(1A), and in accordance with the conditions specified in Section 275, of the SFA or (iii) otherwise pursuant to, and in accordance with theconditions of, any other applicable provision of the SFA.

The Company or (in the case of Guaranteed Instruments) any Subsidiary Issuer and the Company may agree with any Dealer and theTrustee (as defined herein) that Notes and Securities may be issued in a form not contemplated by, as the case may be, the Terms andConditions of the Notes or the Terms and Conditions of the Securities, in which event a supplemental Offering Circular (including by wayof a Pricing Supplement), if appropriate, will be made available which will describe the effect of the agreement reached in relation tosuch Notes or Securities.

Instruments issued under the Programme may be rated or unrated. Where an issue of a certain series of Instruments is rated, its rating will notnecessarily be the same as the rating (if any) applicable to the Programme and (where applicable) such rating will be specified in the applicablePricing Supplement. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawalat any time by the assigning rating agency.

ArrangerDBS Bank Ltd.

Permanent Dealers

Australiaand

New ZealandBankingGroup

Limited

DBSBankLtd.

Industrialand

CommercialBank of

China Limited,Singapore

Branch

NationalAustralia

BankLimited

(ABN 12 004044 937)

StandardChartered

Bank

StandardChartered

Bank(Singapore)

Limited

UnitedOverseas

BankLimited

The date of this Offering Circular is 14 September 2018

IMPORTANT NOTICE

Each of the Company and any Subsidiary Issuer accepts responsibility for the information containedin this Offering Circular. To the best of the knowledge of each relevant Issuer (having taken allreasonable care to ensure that such is the case) the information contained in this Offering Circular is,in all material respects, in accordance with the facts and does not omit anything likely to affect theimport of such information.

Each Tranche of Notes or Securities will be issued on the terms set out herein under “Terms andConditions of the Notes” and “Terms and Conditions of the Securities” respectively, as amended and/orsupplemented by the Pricing Supplement specific to such Tranche. This Offering Circular must be readand construed together with any amendments or supplements hereto and with any informationincorporated by reference herein and, in relation to any Tranche of Instruments, must be read andconstrued together with the applicable Pricing Supplement.

References in this Offering Circular to “Conditions” shall, when made in respect of Notes, mean theConditions set out in the “Terms and Conditions of the Notes” and, when made in respect of Securities,mean the Conditions set out in the “Terms and Conditions of the Securities”.

No person is or has been authorised by the relevant Issuer, the Trustee, the Arranger or the Dealersto give any information or to make any representations other than those contained in this OfferingCircular in connection with the Programme, the Instruments and, if given or made, such informationor representations must not be relied upon as having been authorised by the relevant Issuer, theTrustee, the Arranger or the Dealers. Subject as provided in the applicable Pricing Supplement, theonly persons authorised to use this Offering Circular in connection with an offer of Instruments arethe persons named in the applicable Pricing Supplement as the relevant Dealers or the Managers, asthe case may be.

Copies of Pricing Supplements will be available from the specified office set out below of thePrincipal Paying Agent (as defined below) (save that a Pricing Supplement relating to an unlisted Noteor Security will only be available for inspection by a holder of such Note or Security and such holdermust produce evidence satisfactory to the Principal Paying Agent as to its holding of Instruments, asthe case may be, and its identity).

This Offering Circular is to be read in conjunction with all documents which are deemed to beincorporated herein by reference (see “Documents Incorporated by Reference”). This OfferingCircular shall be read and construed on the basis that such documents are incorporated and form partof this Offering Circular.

The Arranger, the Dealers and the Trustee have not separately verified the information contained inthis Offering Circular. To the fullest extent permitted by law, none of the Arranger, the Dealers or theTrustee makes any representation, warranty or undertaking, express or implied, or accepts anyresponsibility, with respect to the accuracy or completeness of any of the information in this OfferingCircular. None of the Arranger, the Dealers or the Trustee accepts any responsibility for the contentsof this Offering Circular or for any other statement made or purported to be made by the Arranger orDealers or on its behalf in connection with the Company, any subsidiary Issuer, the Programme or theissue and offering of the Instruments. Each of the Arranger, the Dealers and the Trustee accordinglydisclaims all and any liability whether arising in tort or contract or otherwise which it might otherwisehave in respect of this Offering Circular or any such statement.

Neither this Offering Circular nor any financial statements included or incorporated herein areintended to provide the basis of any credit or other evaluation and should not be considered as arecommendation by any of the Issuers, the Arranger, the Dealers or the Trustee that any recipient ofthis Offering Circular or any such financial statements should purchase the Instruments. Eachpotential investor should determine for itself the relevance of the information contained in thisOffering Circular and make its own independent investigation of the financial condition and affairs,

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and its own appraisal of the creditworthiness, of the Issuers and the risks involved. The purchase ofInstruments by investors should be based upon their investigation as they deem necessary. Neither thisOffering Circular nor any other information supplied in connection with the Programme or the issueof any Instruments constitutes an offer or invitation by or on behalf of the Issuers and of the Trustee,the Arranger or the Dealers to any person to subscribe for or to purchase any Instruments.

Neither the delivery of this Offering Circular nor the offering, sale or delivery of any Instruments shallin any circumstances imply that the information contained herein concerning the Company or anySubsidiary Issuer is correct at any time subsequent to the date hereof or that any other informationsupplied in connection with the Programme is correct as of any time subsequent to the date indicatedin the document containing the same. The Arranger, the Dealers and the Trustee expressly do notundertake to review the financial condition or affairs of the Company or any Subsidiary Issuer duringthe life of the Programme or to advise any investor or potential investor in the Instruments of anyinformation coming to their attention.

Neither this Offering Circular nor any applicable Pricing Supplement constitutes an offer to sellor the solicitation of an offer to buy any Instruments in any jurisdiction to any person to whomit is unlawful to make the offer or solicitation in such jurisdiction. The distribution of thisOffering Circular and the offer or sale of Instruments may be restricted by law in certainjurisdictions. None of the Company, any Subsidiary Issuer, the Arranger, the Dealers and theTrustee represents that this Offering Circular or any Pricing Supplement may be lawfullydistributed, or that any Instruments may be lawfully offered, in compliance with any applicableregistration or other requirements in any such jurisdiction, or pursuant to an exemptionavailable thereunder, or assumes any responsibility for facilitating any such distribution oroffering. In particular, no action has been taken by the Company, any Subsidiary Issuer, theArranger, the Dealers or the Trustee which would permit a public offering of any Instrumentsor distribution of this Offering Circular or any Pricing Supplement in any jurisdiction whereaction for that purpose is required. Accordingly, no Instruments may be offered or sold, directlyor indirectly, and neither this Offering Circular nor any applicable Pricing Supplement or anyadvertisement or other offering material may be distributed or published in any jurisdiction,except under circumstances that will result in compliance with any applicable laws andregulations. Persons into whose possession this Offering Circular, any Pricing Supplement or anyInstruments may come must inform themselves about, and observe, any such restrictions on thedistribution of this Offering Circular, any Pricing Supplement and the offering and sale ofInstruments. In particular, there are restrictions on the distribution of this Offering Circularand the offer or sale of the Instruments in the United States, the European Economic Area(including the United Kingdom), Japan, Hong Kong, Singapore and the People’s Republic ofChina. See “Subscription and Sale”.

The Instruments have not been and will not be registered under the Securities Act and are subject toU.S. tax law requirements. The Instruments may not be offered or sold in the United States (or, incertain circumstances, to, or for the account or benefit of, U.S. persons) unless an exemption from theregistration requirements of the Securities Act is available and in accordance with all applicablesecurities laws of any state of the United States and any other jurisdiction. Accordingly, theInstruments are being offered and sold only outside the United States in reliance on Regulation Sunder the Securities Act (see “Subscription and Sale”).

This Offering Circular has been prepared by the Company for use in connection with the offer and saleof the Instruments outside the United States. The Issuers and the Dealers reserve the right to rejectany offer to purchase the Instruments, in whole or in part, for any reason. This Offering Circular doesnot constitute an offer to any person in the United States. Distribution of this Offering Circular by anynon-U.S. person outside the United States, in respect of any offering of Instruments under Category2 of Regulation S under the Securities Act, to any U.S. person, or to any other person within the UnitedStates, is unauthorised and any disclosure without the prior written consent of the Issuers of any oftheir contents to, in respect of any offering of Instruments under Category 2 of Regulation S under theSecurities Act, any such U.S. person or other person within the United States, is prohibited.

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Market data and certain industry forecasts used throughout this Offering Circular have been obtainedfrom internal surveys, market research, publicly available information and industry publications.Industry publications generally state that the information that they contain has been obtained fromsources believed to be reliable but that the accuracy and completeness of that information is notguaranteed. Similarly, internal surveys, industry forecasts and market research, while believed to bereliable, have not been independently verified, and none of the Issuers, the Arranger, the Dealers, theTrustee or the Agents makes any representation as to the accuracy of that information. If a jurisdictionrequires that the offering be made by a licensed broker or dealer and the Dealers or any affiliate ofthe Dealers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be madeby that Dealer or its affiliate on behalf of the Issuer in such jurisdiction.

Notification under Section 309B of the SFA: Unless otherwise stated in the Pricing Supplement inrespect of any Instruments, all Instruments issued or to be issued under the Programme shall beprescribed capital markets products (as defined in the Securities and Futures (Capital MarketsProducts) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice onRecommendations on Investment Products).

MIFID II PRODUCT GOVERNANCE / TARGET MARKET

The Pricing Supplement in respect of any Instruments may include a legend entitled “MiFID II ProductGovernance” which will outline the target market in respect of the Instruments and which channels fordistribution of the Instruments are appropriate. Any person subsequently offering, selling orrecommending the Instruments (a “distributor”) should take into consideration the target marketassessment; however, a distributor subject to Directive 2014/65/EU (as amended (by either adoptingor refining the target market assessment), “MiFID II”) is responsible for undertaking its own targetmarket assessment in respect of the Instruments and determining appropriate distribution channels.

A determination will be made in relation to each issue about whether, for the purpose of the MiFIDProduct Governance rules under EU Delegated Directive 2017/593 (the “MiFID Product GovernanceRules”), any Dealer subscribing for any Instruments is a manufacturer in respect of such Instruments,but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be amanufacturer for the purpose of the MIFID Product Governance Rules.

PRIIPS / IMPORTANT — EEA RETAIL INVESTORS

If the Pricing Supplement in respect of any Instruments includes a legend entitled “Prohibition ofSales to EEA Retail Investors”, the Instruments are not intended to be offered, sold or otherwise madeavailable to and should not be offered, sold or otherwise made available to any retail investor in theEuropean Economic Area (“EEA”). For these purposes, a retail investor means a person who is one(or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II or (ii) a customerwithin the meaning of Directive 2002/92/EC (as amended, the “Insurance Mediation Directive”),where that customer would not qualify as a professional client as defined in point (10) of Article 4(1)of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the“Prospectus Directive”). Consequently no key information document required by Regulation (EU) No1286/2014 (as amended the “PRIIPs Regulation”) for offering or selling the Instruments or otherwisemaking them available to retail investors in the EEA has been prepared and therefore offering orselling the Instruments or otherwise making them available to any retail investor in the EEA may beunlawful under the PRIIPs Regulation.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Presentation of Financial Information

The Company’s audited consolidated financial statements are prepared in accordance with SingaporeFinancial Reporting Standards (“SFRS”), which differ in certain respects from generally accepted

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accounting principles in other countries, including International Financial Reporting Standards(“IFRS”), which differences might be material to the financial information presented herein. Potentialinvestors should consult their own professional advisers for an understanding of the differencebetween SFRS, IFRS and accounting principles in certain other jurisdictions, and how thosedifferences might affect the financial information presented herein. In making an investment decision,investors must rely upon their own independent examination of the Company, the Group, the terms ofthis offering and the recent financial information of the Company and the Group. Unless specified orthe context otherwise requires, all financial information in this Offering Circular is presented on aconsolidated basis.

Unless otherwise indicated, the financial information in this Offering Circular relating to the Companyhas been derived from the audited consolidated financial statements of the Company for the financialyears ended 31 December 2017 and 31 December 2016 (the “Financial Statements”).

The Company’s financial year ends on 31 December, and references in this Offering Circular to anyspecific year are to the 12-month period ending on 31 December of such year. The FinancialStatements have been prepared in accordance with Singapore Financial Reporting Standards issued bythe Accounting Standards Council of Singapore.

Comparability of Financial Information

The Group was formed in June 2015 when JTC Corporation and Temasek Holdings Pte. Ltd. mergedfour of their operating subsidiaries, Ascendas Pte Ltd, Singbridge Group Pte Ltd, JURONGInternational Holdings Pte. Ltd. and Surbana International Consultants Holdings Pte. Ltd.Accordingly, no financial statements of the Group are presented in this Offering Circular for thefinancial year ended 31 December 2015.

In addition, since 2015, the Group has made a number of acquisitions, including the acquisition of (i)KTP Consultants Pte. Ltd. and a 60 per cent. stake in Sino-Sun Architects & Engineers Co. Ltd.(September 2015); (ii) a 8.5 per cent. stake in HELIX RE Inc. (formerly known as FLUX Factory, Inc.)(November 2015); (iii) SMEC Holdings Limited (August 2016); (iv) AETOS Holdings Pte. Ltd.(October 2016); (v) a 20 per cent. stake in CITICC (Africa) Holding Limited (December 2016) and(vi) Robert Bird Group (December 2017). See “Business — Corporate History and StrategicAcquisitions”.

Some of these acquisitions have been significant. As a result, the audited consolidated financialstatements of the Company for the last two financial years may not be comparable and may not beindicative of its future performance. The Company’s revenue, expenses and operating results may alsovary from period to period in response to a variety of factors beyond its control.

For these reasons, the period-to-period comparison of the Company’s operating results for thefinancial years ended 31 December 2017 and 31 December 2016 may not be meaningful and cautionshould accordingly be exercised in using such comparisons as a basis for any investment decision orto predict the future performance of the Company.

NON-SFRS/NON-IFRS FINANCIAL MEASURES

EBITDA and the financial ratios (the “Non-Accounting Measures”) presented in this OfferingCircular are supplemental measures of the performance and liquidity of the Company and the Groupthat are not required by, or presented in accordance with, SFRS or IFRS. EBITDA in this OfferingCircular represents the Company and the Group’s profit before tax plus interest expense, depreciationand amortisation and less interest income. The Non-Accounting Measures are not measurements offinancial performance or liquidity under SFRS or IFRS and should not be considered as alternatives

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to net income, operating income or any other performance measures derived in accordance with SFRSor IFRS or as alternatives to cash flow from operating activities as a measure of liquidity. In addition,the Non-Accounting Measures are not standardised terms, hence a direct comparison betweencompanies using such terms may not be possible.

The Company believes that EBITDA facilitates comparisons of operating performance from period toperiod and company to company by eliminating potential differences caused by variations in capitalstructures (affecting interest expense and finance charges), tax positions (such as the impact onperiods or companies of changes in effective tax rates or net operating losses), the age and bookeddepreciation and amortisation of assets (affecting relative depreciation and amortisation of expense).EBITDA has been presented because it is frequently used by securities analysts, investors and otherinterested parties in evaluating similar companies, many of whom present such non-SFRS/non-IFRSfinancial measures when reporting their results. Finally, EBITDA is presented as a supplementalmeasure of the Company and the Group’s ability to service debt. Nevertheless, EBITDA haslimitations as an analytical tool, and should not be considered in isolation from, or as a substitute foranalysis of, the financial condition or results of operations of the Company and the Group, as reportedunder SFRS. Because of these limitations, EBITDA should not be considered as a measure ofdiscretionary cash available to invest in the growth of the Company and the Group’s business.

Certain Defined Terms and Conventions

Capitalised terms which are used but not defined in any particular section of this Offering Circularwill have the meaning attributed to them in “Terms and Conditions of the Notes”, “Terms andConditions of the Securities” or any other section of this Offering Circular. In addition, the followingterms as used in this Offering Circular have the meanings defined below:

Unless otherwise specified or the context requires, references herein to:

• “CNY”, “RMB” and “Renminbi” are to the lawful currency of the People’s Republic of China;

• “Euro” and “ C= ” refer to the currency introduced at the start of the third stage of Europeaneconomic and monetary union pursuant to the Treaty on the Functioning of the European Union,as amended;

• “FY2016” means the financial year ended 31 December 2016;

• “FY2017” means the financial year ended 31 December 2017;

• the “Group” means the Company, together with its subsidiaries;

• “Latest Practicable Date” means 10 September 2018;

• “Singapore” are to the Republic of Singapore;

• “Singapore dollars”, “SGD” and “S$” are to the lawful currency of Singapore;

• “Sterling” and “£” are to the lawful currency of the United Kingdom; and

• “U.S. dollars” and “US$” are to the lawful currency of the United States of America;

Rounding adjustments have been made in calculating some of the financial and other numericalinformation included in this Offering Circular. As a result, numerical figures shown as totals in sometables may not be exact arithmetic aggregations of the figures that precede them.

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SUITABILITY OF INVESTMENT

The Instruments may not be a suitable investment for all investors. Each potential investor in the

Instruments must determine the suitability of that investment in light of its own circumstances. In

particular, each potential investor may wish to consider, either on its own or with the help of its

financial and other professional advisers, whether it:

(i) has sufficient knowledge and experience to make a meaningful evaluation of the Instruments, the

merits and risks of investing in the Instruments and the information contained or incorporated by

reference in this Offering Circular or any applicable supplement;

(ii) has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its

particular financial situation, an investment in the Instruments and the impact the Instruments

will have on its overall investment portfolio;

(iii) has sufficient financial resources and liquidity to bear all of the risks of an investment in the

Instruments, including Instruments with principal or interest payable in one or more currencies,

or where the currency for principal or interest payments is different from the potential investor’s

currency;

(iv) understands thoroughly the terms of the Instruments and is familiar with the behaviour of any

relevant indices and financial markets; and

(v) is able to evaluate possible scenarios for economic, interest rate and other factors that may affect

its investment and its ability to bear the applicable risks.

Legal investment considerations may restrict certain investments. The investment activities of certain

investors are subject to legal investment laws and regulations, or review or regulation by certain

authorities. Each potential investor should consult its legal advisers to determine whether and to what

extent (1) Instruments are legal investments for it, (2) Instruments can be used as collateral for various

types of borrowing, and (3) other restrictions apply to its purchase or pledge of any Instruments.

Financial institutions should consult their legal advisers or the appropriate regulators to determine the

appropriate treatment of Instruments under any applicable risk-based capital or similar rules.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some statements in this Offering Circular may be deemed to be forward looking statements. Forward

looking statements include statements concerning the Company’s, any Subsidiary Issuer’s and the

Group’s plans, objectives, goals, strategies, future operations and performance and the assumptions

underlying these forward looking statements. When used in this Offering Circular, the words

“anticipates”, “estimates”, “expects”, “believes”, “intends”, “plans”, “aims”, “seeks”, “may”, “will”,

“should”, “future”, “can” and any similar expressions generally identify forward looking statements.

The Company has based these forward looking statements on the current view of its management with

respect to future events and financial performance. Although the Company believes that the

expectations, estimates and projections reflected in its forward looking statements are reasonable as

of the date of this Offering Circular, if one or more of the risks or uncertainties materialise, including

those which the Company has identified in this Offering Circular under the section “Risk Factors”, or

if any of the Company’s underlying assumptions prove to be incomplete or inaccurate, the Company’s

actual results of operation may vary from those expected, estimated or predicted.

Any forward looking statements contained in this Offering Circular speak only as at the date of this

Offering Circular. Without prejudice to any requirements under applicable laws and regulations, the

Company expressly disclaims any obligation or undertaking to disseminate after the date of this

Offering Circular any updates or revisions to any forward looking statements contained in it to reflect

any change in expectations or any change in events, conditions or circumstances on which any such

forward looking statement is based.

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STABILISATION

In connection with the issue of any Tranche of Instruments, the Dealer or Dealers (if any) namedas the Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) inthe applicable Pricing Supplement may over-allot Instruments or effect transactions with a viewto supporting the market price of the Instruments at a level higher than that which mightotherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation action maybegin on or after the date on which adequate public disclosure of the terms of the offer of therelevant Tranche of Instruments is made and, if begun, may cease at any time, but it must endno later than the earlier of 30 days after the issue date of the relevant Tranche of Instrumentsand 60 days after the date of the allotment of the relevant Tranche of Instruments. Anystabilisation action or over-allotment must be conducted by the relevant StabilisationManager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in accordance with allapplicable laws and rules.

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CONTENTS

Page

DOCUMENTS INCORPORATED BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

OVERVIEW OF THE PROGRAMME. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

SUMMARY FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

FORM OF THE NOTES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

FORM OF PRICING SUPPLEMENT FOR NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

FORM OF THE SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

FORM OF PRICING SUPPLEMENT FOR SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

TERMS AND CONDITIONS OF THE NOTES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

TERMS AND CONDITIONS OF THE SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104

USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 146

CAPITALISATION AND INDEBTEDNESS OF THE GROUP . . . . . . . . . . . . . . . . . . . . . . . . . 147

THE COMPANY AND THE GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148

DIRECTORS AND MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 178

TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 190

SUBSCRIPTION AND SALE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 196

GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 201

INDEX TO THE FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

INDEX OF DEFINED TERMS

ix

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DOCUMENTS INCORPORATED BY REFERENCE

The following documents (including those published or issued from time to time after the date hereof)

shall be deemed to be incorporated in, and to form part of, this Offering Circular:

(a) each Pricing Supplement;

(b) the most recent audited consolidated financial statements of the Group (including the Auditors’

report thereon and notes thereto) (if published) and any unaudited consolidated interim financial

statements of the Group (if published), in each case published subsequently to the date of this

Offering Circular from time to time; and

(c) all supplements or amendments to this Offering Circular circulated by the relevant Issuer from

time to time,

save that any statement contained herein or in a document which is deemed to be incorporated by

reference herein shall be deemed to be modified or superseded for the purpose of this Offering

Circular to the extent that a statement contained in any such subsequent document which is deemed

to be incorporated by reference herein modifies or supersedes such earlier statement (whether

expressly, by implication or otherwise). Any statement so modified or superseded shall not be deemed,

except as so modified or superseded, to constitute a part of this Offering Circular.

Any unaudited interim financial statements which are, from time to time, deemed to be incorporated

by reference in this Offering Circular will not have been audited or subject to review by the auditors

of the Group. Accordingly, there can be no assurance that, had an audit or review been conducted in

respect of such financial statements, the information presented therein would not have been materially

different, and investors should not place undue reliance upon them.

Any website referenced in this Offering Circular is intended as a guide as to where other public

information relating to the Company and the Group may be obtained free of charge. Information

appearing in such websites does not form part of this Offering Circular or any applicable Pricing

Supplement and none of the Company, any Subsidiary Issuer, the Trustee, the Arranger and the Dealers

accepts any responsibility whatsoever that any information, if available, is accurate and/or up-to-date.

Such information, if available, should not form the basis of any investment decision by an investor

to purchase or deal in the Instruments.

The Trustee will provide, without charge, to each person to whom a copy of this Offering Circular has

been delivered, upon the request of such person, a copy of any or all of the documents deemed to be

incorporated herein by reference unless such documents have been modified or superseded as

specified above. Requests for such documents should be directed to the Trustee at its office set out

at the end of this Offering Circular. Pricing Supplements relating to unlisted Instruments will only be

available for inspection by a holder of such Instruments and such holder must produce evidence

satisfactory to the Trustee as to its holding of Instruments and its identity.

1

OVERVIEW OF THE PROGRAMME

The following summary does not purport to be complete and is taken from, and is qualified in itsentirety by, the remainder of this Offering Circular and, in relation to the terms and conditions of anyparticular Tranche of Instruments, the applicable Pricing Supplement. The relevant Issuer and anyrelevant Dealer may agree that Instruments shall be issued in a form other than that contemplated inthe Terms and Conditions, in which event, in the case of listed Instruments only and if appropriate,a supplemental Offering Circular will be published. Words and expressions defined in ”Form of theNotes”, ”Form of the Securities”, ”Terms and Conditions of the Notes” and “Terms and Conditions ofthe Securities” shall have the same meanings in this summary.

Issuers: Surbana Jurong Private Limited and any Subsidiary Issuer

Guarantor (in respect ofGuaranteed Instruments):

Surbana Jurong Private Limited

Description: Multicurrency Debt Issuance Programme

Guarantee (in respect ofGuaranteed Instruments):

The Guarantor will, in respect of a Tranche of GuaranteedInstruments, unconditionally and irrevocably guarantee (the“Guarantee”) the due and punctual payment of all sums fromtime to time expressed to be payable by any Subsidiary Issuerunder the Trust Deed and the Guaranteed Instruments.

Size: Up to US$1,000,000,000 (or the equivalent in othercurrencies at the date of issue) in aggregate principal amountof Instruments outstanding at any time. The relevant Issuermay increase the aggregate principal amount of theProgramme in accordance with the terms of the DealerAgreement.

Dealers: DBS Bank Ltd., Australia and New Zealand Banking GroupLimited, Industrial and Commercial Bank of China Limited,Singapore Branch, National Australia Bank Limited, StandardChartered Bank, Standard Chartered Bank (Singapore)Limited and United Overseas Bank Limited and any otherDealers appointed in accordance with the Dealer Agreement.

The relevant Issuer may from time to time appoint dealerseither in respect of one or more Tranches of Notes orSecurities or in respect of the whole Programme or terminatethe appointment of any dealer under the Programme.References in this Offering Circular to “Permanent Dealers”are to the persons that are appointed as dealers in respect ofthe whole Programme (and whose appointment has not beenterminated) and references to “Dealers” are to all PermanentDealers and all persons appointed as a dealer in respect of oneor more Tranches (and whose appointment has not beenterminated).

Certain Restrictions: Each issue of Instruments denominated in a currency inrespect of which particular laws, guidelines, regulations,restrictions or reporting requirements apply will only beissued in circumstances which comply with such laws,guidelines, regulations, restrictions or reporting requirementsfrom time to time (see “Subscription and Sale”) including thefollowing restrictions applicable at the date of this OfferingCircular.

2

Notes having a maturity of less than one year

Notes having a maturity of less than one year will, if theproceeds of the issue are accepted in the United Kingdom,constitute deposits for the purposes of the prohibition onaccepting deposits contained in Section 19 of the FinancialServices and Markets Act 2000 unless they are issued to alimited class of professional investors and have adenomination of at least £100,000 or its equivalent, see“Subscription and Sale”.

Trustee: The Bank of New York Mellon, London Branch

Principal Paying Agent, PayingAgent and Calculation Agent:

The Bank of New York Mellon, London Branch

Registrar: The Bank of New York Mellon SA/NV, Luxembourg Branch

CDP Issuing and Paying Agentand CDP Registrar:

The Bank of New York Mellon, Singapore Branch

Distribution: Instruments may be distributed by way of private or publicplacement and in each case on a syndicated or non-syndicatedbasis.

Instruments will be issued in series (each a “Series”) havingone or more issue dates and on terms otherwise identical (oridentical other than in respect of the first payment of interestor distribution, if any), the Instruments of each Series beingintended to be interchangeable with all other Instruments ofthat Series. Each Series may be issued in tranches (each a“Tranche”) on the same or different issue dates. The specificdates of each Tranche of the Instruments (which will besupplemented, where necessary, with supplemental terms andconditions and, save in respect of the issue date, issue price,first payment of interest or distribution and nominal amountof the Tranche, will be identical to the terms of other Tranchesof the same Series) will be set out in the applicable PricingSupplement.

Currencies: Subject to any applicable legal or regulatory restrictions,Instruments may be denominated in Euro, Sterling, U.S.dollars, Singapore dollars, Renminbi and any other currencyagreed between the relevant Issuer and the relevant Dealer.

Maturities: Notes will have such maturities as may be agreed between therelevant Issuer and the relevant Dealer, subject to suchminimum or maximum maturities as may be allowed orrequired from time to time by any laws or regulationsapplicable to the relevant Issuer or the relevant SpecifiedCurrency.

3

Securities are perpetual securities in respect of which there isno fixed redemption date and the relevant Issuer shall onlyhave the right to redeem or purchase them in accordance withthe Conditions of the Securities or as otherwise specified inthe applicable Pricing Supplement.

Issue Price: Instruments may be issued on a fully-paid or a partly-paidbasis and at an issue price which is at par or at a discount to,or premium over, par.

Form of Notes and Securities: The Notes will be issued in bearer form (“Bearer Notes”) orregistered form (“Registered Notes”) as described in “Formof the Notes”. Registered Notes will not be exchangeable forBearer Notes and vice versa.

The Securities will be issued in bearer form (“BearerSecurities”) or in registered form (“Registered Securities”)as described in “Form of the Securities”. Bearer Securitieswill not be exchangeable for Registered Securities and viceversa.

Denomination of Notes andSecurities:

Instruments will be issued in such denominations as may beagreed between the relevant Issuer and the relevant Dealersave that the minimum denomination of each Note or Securitywill be such as may be allowed or required from time to timeby the central bank (or equivalent body) or any laws orregulations applicable to the relevant Specified Currency, see“Certain Restrictions — Notes having a maturity of less thanone year” above.

Listing: Application has been made to the SGX-ST for permission todeal in, and for quotation of, any Instruments which areagreed at or prior to the time of issue to be so listed on theSGX-ST. There is no assurance that the application to theOfficial List of the SGX-ST for the listing of the Instrumentsof any Series will be approved. Such permission will begranted when such Instruments have been admitted to theOfficial List of the SGX-ST.

For so long as any Instruments are listed on the SGX-ST andthe rules of the SGX-ST so require, such Instruments will betraded on the SGX-ST in a minimum board lot size ofS$200,000 or its equivalent in other currencies.

The Instruments may also be listed and/or admitted to trading,as the case may be, on such other or further stock exchange(s)as may be agreed between the relevant Issuer and the relevantDealer in relation to each Series of Instruments.

Unlisted Instruments may also be issued pursuant to theProgramme.

The applicable Pricing Supplement will state whether or notthe relevant Instruments are to be listed and/or admitted totrading, as the case may be, and, if so, on which stockexchange(s) and/or markets.

4

Risk Factors: There are certain factors that may affect the relevant Issuer’sability to fulfil its obligations under Instruments issued underthe Programme. In addition, there are certain factors whichare material for the purpose of assessing the market risksassociated with Instruments issued under the Programme andrisks relating to the structure of a particular Series ofInstruments issued under the Programme. All of these are setout under “Risk Factors”.

Ratings: Tranches of Instruments may be rated or unrated. Where aTranche of Instruments is to be rated, such rating will bespecified in the applicable Pricing Supplement.

A rating is not a recommendation to buy, sell or holdsecurities and may be subject to suspension, revision,reduction or withdrawal at any time by the assigning ratingagency.

Clearing Systems: Euroclear, Clearstream Luxembourg, CDP and/or any otherclearing system as specified in the applicable PricingSupplement, see “Form of the Notes” or “Form of theSecurities”.

Selling Restrictions: There are restrictions on the offer, sale and transfer of theInstruments in the United States, the European EconomicArea (including the United Kingdom), Hong Kong, Singaporeand the People’s Republic of China and such other restrictionsas may be required in connection with the offering and sale ofa particular Tranche of Instruments, see “Subscription andSale”.

United States SellingRestrictions:

Regulation S, Category 1 or 2 as specified in the applicablePricing Supplement; C RULES/D RULES/TEFRA notapplicable, as specified in the applicable Pricing Supplement.

NOTES

Fixed Rate Notes: Fixed interest will be payable on Fixed Rate Notes on suchdate or dates as may be agreed between the relevant Issuerand the relevant Dealer and on redemption and will becalculated on the basis of such Day Count Fraction (asdefined in the Terms and Conditions of the Notes) as may beagreed between the relevant Issuer and the relevant Dealer.

Floating Rate Notes: Floating Rate Notes will bear interest at a rate determined:

(a) on the basis of a reference rate set out in the applicablePricing Supplement;

(b) on the same basis as the floating rate under a notionalinterest rate swap transaction in the relevant SpecifiedCurrency governed by an agreement incorporating the2006 ISDA Definitions (as defined in the Terms andConditions of the Notes); or

(c) on such other basis as may be agreed between therelevant Issuer and the relevant Dealer.

5

The margin (if any) relating to such floating rate will beagreed between the relevant Issuer and the relevant Dealer foreach series of Floating Rate Notes.

Floating Rate Notes may also have a maximum interest rate,a minimum interest rate or both.

Zero Coupon Notes: Zero Coupon Notes will be offered and sold at a discount totheir nominal amount and will not bear interest.

Other Notes: The relevant Issuer may agree with any Dealer and the Trusteethat Notes may be issued in a form not contemplated by theConditions of the Notes, in which event the relevantprovisions will be included in the applicable PricingSupplement.

Redemption of Notes: The applicable Pricing Supplement will indicate either thatthe relevant Notes cannot be redeemed prior to their statedmaturity (other than in specified instalments, if applicable, orfor taxation reasons or following an Event of Default (asdescribed in Condition 13 of the Notes)) or that such Noteswill be redeemable at the option of the relevant Issuer and/orthe Noteholders upon giving notice to the Noteholders or therelevant Issuer, as the case may be, on a date or datesspecified prior to such stated maturity and at a price or pricesand on such other terms as may be agreed between therelevant Issuer and the relevant Dealer.

Notes having a maturity of less than one year may be subjectto restrictions on their denomination and distribution, see“Certain Restrictions — Notes having a maturity of less thanone year” above.

Taxation: All payments of principal and interest in respect of the Notesand the Coupons by or on behalf of the relevant Issuer or (inrespect of each Tranche of Guaranteed Instruments) theGuarantor shall be made free and clear of, and withoutwithholding or deduction for or on account of, any present orfuture taxes, duties, assessments or government charges ofwhatever nature imposed, levied, collected, withheld orassessed by or on behalf of Singapore or any politicalsubdivision therein or any authority therein or thereof havingpower to tax as provided in Condition 12 of the Notes, unlessthe withholding or deduction of such taxes, duties,assessments or governmental charges is required by law. Inthat event, the relevant Issuer or (in respect of each Trancheof Guaranteed Notes) the Guarantor shall, save in certainlimited circumstances provided in Condition 12 of the Notes,pay such additional amounts as will result in receipt by theNoteholders and the Couponholders after such withholding ordeduction of such amounts as would have been received bythem had no such withholding or deduction been required.

Negative Pledge: The terms of the Notes will contain a negative pledgeprovision as further described in Condition 5(a) of the Notes.

6

Events of Default of the Notes: The terms of the Notes will contain certain events of default,including a cross default provision, as further described inCondition 13 of the Notes.

Status of the Notes: The Notes constitute direct, unconditional, unsubordinatedand (subject to the provisions of Condition 4 of the Notes)unsecured obligations of the relevant Issuer which will at alltimes rank at least pari passu and without preference orpriority among themselves and at least pari passu with allother present and future unsecured and unsubordinatedobligations of the relevant Issuer, save for such obligations asmay be preferred by provisions of law that are both mandatoryand of general application.

Governing Law: The Notes and (in the case of Notes governed by English law)any non-contractual obligations arising out of or inconnection with the Notes will be governed by, and shall beconstrued in accordance with, English law or Singapore law,as specified in the applicable Pricing Supplement.

SECURITIES

Fixed Rate Securities: Fixed distributions will be payable on Fixed Rate Securitieson such date or dates as may be agreed between the relevantIssuer and the relevant Dealer and on redemption and will becalculated on the basis of such Day Count Fraction (asdefined in the Terms and Conditions of the Securities) as maybe agreed between the relevant Issuer and the relevant Dealer.

Floating Rate Securities: Floating Rate Securities will confer a right to receivedistributions, in each case at a rate determined:

(a) on the basis of a reference rate set out in the applicablePricing Supplement;

(b) on the same basis as the floating rate under a notionalinterest rate swap transaction in the relevant SpecifiedCurrency governed by an agreement incorporating theISDA Definitions as defined in the Terms andConditions of the Securities ; or

(c) on such other basis as may be agreed between therelevant Issuer and the relevant Dealer.

The margin (if any) relating to such floating rate will beagreed between the relevant Issuer and the relevant Dealer foreach series of Floating Rate Securities.

Floating Rate Securities may also have a maximumdistribution rate, a minimum distribution rate or both.

Other Securities: The relevant Issuer may agree with any Dealer and the Trusteethat Securities may be issued in a form not contemplated bythe Conditions of the Securities, in which event the relevantprovisions will be included in the applicable PricingSupplement.

7

Optional Deferral ofDistributions:

The applicable Pricing Supplement will specify whether therelevant Issuer may, at its sole discretion, elect to defer, inwhole or in part, any Distribution (including any Arrears ofDistribution (as defined in Condition 6(c)(iv) of theSecurities) and any Additional Distribution Amount (asdefined in Condition 6(c)(iv) of the Securities)) which isotherwise scheduled to be paid on a Distribution PaymentDate (as defined in the Terms and Conditions of theSecurities) to the next Distribution Payment Date by giving anOptional Distribution Deferral Notice (as defined inCondition 6(c)(i) of the Securities) to the Securityholders notmore than 10 nor less than five Business Days (as defined inthe Terms and Conditions of the Securities) (or such othernotice period as may be specified in the applicable PricingSupplement) prior to a scheduled Distribution Payment Date.If Dividend Pusher is set out in the applicable PricingSupplement, the relevant Issuer may not elect to defer anydistributions if, during such period(s) as may be specified inthe applicable Pricing Supplement, a CompulsoryDistribution Payment Event (as defined in the Terms andConditions of the Securities) has occurred.

Cumulative Deferral ofDistributions:

The applicable Pricing Supplement will specify whether therelevant Issuer may, at its sole discretion, elect to (in thecircumstances set out in Condition 6(c)(iv) of the Securities)further defer any Arrears of Distribution by complying withthe notice requirements applicable to any deferral of anaccrued Distribution. The relevant Issuer is not subject to anylimit as to the number of times Distributions and Arrears ofDistribution may be deferred pursuant to Condition 6(c) of theSecurities except that Condition 6(c)(iv) of the Securitiesshall be complied with until all outstanding Arrears ofDistribution have been paid in full.

8

Non-Cumulative Deferral ofDistributions; OptionalDistribution:

If Non-Cumulative Deferral is specified as being applicablein the applicable Pricing Supplement, any distributiondeferred pursuant to Condition 6(c) of the Securities isnon-cumulative and will not accrue distribution. The relevantIssuer is not under any obligation to pay such distribution orany other Distributions that have not been paid in whole or inpart. If Optional Distribution is specified as being applicablein the applicable Pricing Supplement, the relevant Issuer may,in its sole discretion, and at any time, elect to pay an optionalamount equal to the amount of distribution which is unpaid inwhole or in part (an “Optional Distribution”) at any time bygiving notice of such election to the Securityholders (inaccordance with Condition 18 of the Securities) and theTrustee and the Principal Paying Agent not more than 15 andnot less than five Business Days (or such other notice periodas may be specified in the applicable Pricing Supplement)prior to the relevant payment date specified in such notice(which notice is irrevocable and shall oblige the relevantIssuer to pay the relevant Optional Distribution on thepayment date specified in such notice). Any partial paymentof outstanding Optional Distribution by the relevant Issuershall be shared by the Securityholders or Couponholders of alloutstanding Securities and the Coupons related to them on apro-rata basis.

Restrictions in the case ofDeferral:

If Dividend Stopper is specified as being applicable in theapplicable Pricing Supplement and on any DistributionPayment Date, payment of all Distribution paymentsscheduled to be made on such date is not made in full byreason of Condition 6(c)(i) of the Securities, neither therelevant Issuer nor (in respect of each Tranche of GuaranteedSecurities) the Guarantor shall:

(i) declare, pay or make any dividends, distributions orother payments on, and will procure that no dividend,distribution or other payment is declared, paid or madeon any of its Junior Obligations (as defined in the Termsand Conditions of the Securities) and, in the case ofSubordinated Securities, any of its Parity Obligations(as defined in the Terms and Conditions of theSecurities) except on a pro-rata basis with theSecurities; or

(ii) redeem, reduce, cancel, buy-back or acquire for anyconsideration any of its Junior Obligations and, in thecase of Subordinated Securities, any of its ParityObligations except on a pro-rata basis with theSecurities,

9

in each case, other than (i) in connection with any employeebenefit plan or similar arrangements with or for the benefit ofemployees, officers, directors or consultants or (ii) as a resultof the exchange or conversion of Parity Obligations for JuniorObligations, unless and until (1) (if Cumulative Deferral is setout in the applicable Pricing Supplement) the relevant Issuerhas satisfied in full all outstanding Arrears of Distributionsand any Additional Distribution Amounts, (2) (ifNon-Cumulative Deferral is set out in the applicable PricingSupplement) if all outstanding Securities have been redeemedin full, the next scheduled distribution has been paid in full oran Optional Distribution equal to the amount of distributionpayable with respect to the most recent Distribution PaymentDate that was unpaid in full or in part, has been paid in fullor (3) the relevant Issuer or (in respect of each Tranche ofGuaranteed Securities) the Guarantor, is permitted to do so byan Extraordinary Resolution of the Holders.

Redemption of Securities: The applicable Pricing Supplement will specify the basis forcalculating the redemption amounts payable and indicate thecircumstances in which the relevant Securities may beredeemed, whether due to the occurrence of a WithholdingTax Event (in the circumstances described in Condition 7(b)of the Securities), at the option of the relevant Issuer (in thecircumstances described in Condition 7(c) of the Securities),upon the occurrence of a Capital Event (as defined inCondition 7(d), upon the occurrence of a Tax DeductibilityEvent (as defined in Condition 7(e) of the Securities), uponthe occurrence of an Accounting Event (as defined inCondition 7(f) of the Securities) or in the case of a minimaloutstanding amount of Securities (in the circumstancesdescribed in Condition 7(g) of the Securities).

Taxation: All payments of principal and Distribution (including anyArrears of Distribution and any Additional DistributionAmount) in respect of the Securities and the Coupons by or onbehalf of the relevant Issuer or (in respect of each Tranche ofGuaranteed Securities) the Guarantor shall be made free andclear of, and without withholding or deduction for or onaccount of, any present or future taxes, duties, assessments orgovernment charges of whatever nature imposed, levied,collected, withheld or assessed by or on behalf of Singaporeor any political subdivision therein or any authority therein orthereof having power to tax, unless the withholding ordeduction of taxes, duties, assessments or governmentalcharges is required by law. In the event that any suchdeduction is made, the relevant Issuer or (in respect of eachTranche of Guaranteed Securities) the Guarantor shall, save incertain limited circumstances provided in Condition 10 of theSecurities, pay such additional amounts as will result inreceipt by the Securityholders and the Couponholders aftersuch withholding or deduction of such amounts as would havebeen received by them had no such withholding or deductionbeen required.

10

Enforcement Events There are no events of default under the Securities. The termsof the Securities will contain enforcement events as furtherdescribed in Condition 11(c) of the Securities.

Status of the Senior Securities: The Senior Securities constitute direct, unconditional,unsecured and unsubordinated obligations of the relevantIssuer which will at all times rank at least pari passu andwithout any preference or priority among themselves and atleast pari passu with all other present and future unsecuredand unsubordinated obligations of the relevant Issuer, save forsuch obligations as may be preferred by provisions of law thatare both mandatory and of general application.

Status of the SubordinatedSecurities:

The Subordinated Securities constitute direct, unsecured,unconditional and subordinated obligations of the relevantIssuer which shall at all times rank at least pari passu andwithout any preference among themselves and with any ParityObligations of the relevant Issuer, save for such obligations asmay be preferred by provisions of law that are both mandatoryand of general application. The rights and claims of theSubordinated Securityholders are subordinated in the manneras provided in Condition 4(b) of the Securities.

Subordination of theSubordinated Securities:

Subject to and to the extent permitted by the insolvency lawsof Singapore and other applicable laws, in the event that afinal and effective order is made or an effective resolution ispassed for the Winding-up (as defined in the Terms andConditions of the Securities) of the relevant Issuer, the rightsand claims of the Trustee and of the Securityholders topayment of principal of and distribution on the SubordinatedSecurities relating to them (and only such rights and claims)are expressly subordinated, junior to, and subject in right ofpayment to the prior payment in full of all, and the rights andclaims of all Senior Creditors (as defined in the Terms andConditions of the Securities) of the relevant Issuer, but atleast pari passu with each other and with the rights and claimsof any Parity Creditors or holders of Parity Obligations, andsenior to the rights and claims of holders of JuniorObligations, unless otherwise specified in the applicablePricing Supplement.

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Set-off in relation to theSubordinated Securities:

Subject to applicable law, no Subordinated Securityholdermay exercise, claim or plead any right of set-off, deduction,withholding or retention in respect of any amount owed to itby the relevant Issuer in respect of, or arising under or inconnection with the Subordinated Securities, or (in respect ofeach Tranche of Guaranteed Securities) the Guarantor inrespect of, or arising under or in connection with theGuarantee of the Subordinated Securities. Each SubordinatedSecurityholder shall, by virtue of his holding of anySubordinated Securities, be deemed to have waived all suchrights of set-off, deduction, withholding or retention againstthe relevant Issuer and (in respect of each Tranche ofGuaranteed Securities) the Guarantor. Notwithstanding thepreceding sentence, if any of the amounts owing to anySubordinated Securityholder by the relevant Issuer in respectof, or arising under or in connection with the SubordinatedSecurities or (in respect of each Tranche of GuaranteedSecurities) the Guarantor in respect of, or arising under or inconnection with the Guarantee of the Subordinated Securitiesis discharged by set-off, such Subordinated Securityholdershall, subject to applicable law, immediately pay an amountequal to the amount of such discharge to the relevant Issuer or(in respect of each Tranche of Guaranteed Securities) theGuarantor, as the case may be, (or, in the event of itsWinding-Up, the liquidator of the relevant Issuer or (inrespect of each Tranche of Guaranteed Securities) theGuarantor) and, until such time as payment is made, shallhold such amount in trust for the relevant Issuer or (in respectof each Tranche of Guaranteed Securities) the Guarantor, asthe case may be (or their respective liquidators), andaccordingly any such discharge shall be deemed not to havetaken place.

Governing Law: The Securities and (in the case of Securities governed byEnglish law) any non-contractual obligations arising out of orin connection with the Securities will be governed by, andshall be construed in accordance with, English law orSingapore law, as specified in the applicable PricingSupplement.

In relation to Subordinated Securities governed by Englishlaw, Condition 4 of the Securities and Clauses 5.7.3 and 5.7.4of the Trust Deed will be governed by, and construed inaccordance with, Singapore law.

12

SUMMARY FINANCIAL INFORMATION

The following tables present summary consolidated financial information of the Group as at and for

the periods indicated.

The summary consolidated financial information as at 31 December 2016 and 31 December 2017 and

for the years then ended has been derived from the Group’s consolidated financial statements for the

year ended 31 December 2017 that have been audited by KPMG LLP, and should be read in

conjunction with such audited consolidated financial statements and the notes thereto, included

elsewhere in this Offering Circular.

Since 2015, the Group has made a number of significant acquisitions. See “Presentation of Financial

and Other Information — Comparability of Financial Information” and “The Company and the Group

— Corporate History and Strategic Acquisitions”. Some of these acquisitions have been significant.

As a result, the audited consolidated financial statements of the Company for the last two financial

years may not be comparable and may not be indicative of its future performance. The Company’s

revenue, expenses and operating results may also vary from period to period in response to a variety

of factors beyond its control.

For these reasons, the period-to-period comparison of the Company’s operating results for the

financial years ended 31 December 2016 and 31 December 2017 may not be meaningful and caution

should accordingly be exercised in using such comparisons as a basis for any investment decision or

to predict the future performance of the Company.

13

Consolidated Statement of financial position

Year ended

31 December

2017

Year ended

31 December

2016

(audited) (audited)

$’000 $’000

Description

AssetsPlant and equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81,960 27,002Intangible assets and goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 469,675 450,846Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —Associates and joint venture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,326 20,306Other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,320 14,211Deferred tax assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,768 8,057Derivative financial asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 —

Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 612,054 520,422

Other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 6,891Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 548 693Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601,734 498,826Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 239,026 243,291Asset held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 126

Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 841,308 749,827

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,453,362 1,270,249

EquityShare capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 634,813 634,813Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (55,655) (77,209)

Equity attributable to owner of the Company . . . . . . . . . . . . . . . . . . . 579,158 557,604Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (154) 404

Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 579,004 558,008

LiabilitiesLoans and borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69,621 389,015Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,894 6,119Derivative financial liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 762 1,793Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,835 1,297Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,969 15,359

Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101,081 413,583

Loans and borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 397,778 1,879Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 330,450 262,667Derivative financial liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 664 —Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,393 22,108Current tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,992 12,004

Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 773,277 298,658

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 874,358 712,241

Total equity and liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,453,362 1,270,249

14

Consolidated statement of profit or loss

Year ended

31 December

2017

Year ended

31 December

2016

(audited) (audited)

$’000 $’000

Description

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,371,756 770,052

Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,026,932) (594,435)

Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 344,824 175,617

Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,008 17,637

Administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (283,345) (163,792)

Other expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (13,760) (102,908)

Results from operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63,727 (73,446)

Finance income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,567 3,483

Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (24,424) (9,326)

Net finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (20,857) (5,843)

Share of profit of associates (net of tax) . . . . . . . . . . . . . . . . . . . . . . . . . 599 492

Share of profit of joint ventures (net of tax) . . . . . . . . . . . . . . . . . . . . . . 1,831 1,027

Profit/(Loss) before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,300 (77,770)

Tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (16,092) (4,288)

Profit/(Loss) for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,208 (82,058)

Profit/(Loss) attributable to:

Owner of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,485 (82,403)

Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 723 345

Profit/(Loss) for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,208 (82,058)

15

Consolidated statement of comprehensive income

Year ended

31 December

2017

Year ended

31 December

2016

(audited) (audited)

$’000 $’000

Description

Profit/(Loss) for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,208 (82,058)

Other comprehensive incomeItems that are or may be reclassified subsequently to profit or loss:Share of foreign currency translation differences — joint venture . . . . . . (233) (213)Net change in fair value of available-for-sale financial assets . . . . . . . . . (1,739) (56)Net change in fair value of available-for-sale financial assets reclassified

to profit or loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3) (2)Effective portion of changes in fair value of cash flow hedges . . . . . . . . 235 (144)Net gain/(loss) on hedge of net investment in foreign operation . . . . . . . . 1,429 (6,346)Foreign currency translation differences relating to translation of the

financial statements of foreign operations . . . . . . . . . . . . . . . . . . . . . . . (1,790) 9,624

Other comprehensive (loss)/income for the year, net of tax . . . . . . . . . (2,101) 2,863

Total comprehensive income/(loss) for the year . . . . . . . . . . . . . . . . . . 27,107 (79,195)

Total comprehensive income/(loss) attributable to:Owner of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,245 (79,767)Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 862 572

Total comprehensive income/(loss) for the year . . . . . . . . . . . . . . . . . . 27,107 (79,195)

Other Financial Information

Year ended

31 December

2017

Year ended

31 December

2016

Description

EBITDA(1) ($’000) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86,433 37,464

Total Debt(2)/EBITDA (x). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.4 10.4

Net Debt(3)/EBITDA (x) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.6 3.9

EBITDA/Interest Expense (x). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.0 5.4

Total Debt/Total Assets (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32.16 30.77

Total Debt/Total Capitalisation(4) (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44.67 41.19

(1) EBITDA is derived from profit before tax plus interest expense, depreciation and amortisation less interest income. TheEBITDA for the year ended 31 December 2016 excludes one-time impairment expense on goodwill of S$88.6 million.

(2) Total Debt refers to current and non-current loans and borrowings.

(3) Net Debt refers to Total Debt less cash and cash equivalents.

(4) Total Capitalisation refers to Total Debt plus total equity.

16

Profit and loss statement for FY2017 versus FY2016

The Group’s revenue for FY2017 was S$1.4 billion, a 78% (or S$0.6 billion) year-on-year increase

from S$0.8 billion in FY2016. This was mainly due to full-year financial contributions from SMEC

Holdings Limited, now known as SMEC Holdings Pty Ltd (“SMEC”) (acquired in August 2016) and

AETOS Holdings Pte Ltd (“AETOS”) (acquired in October 2016) in FY2017 compared to the 5

months and 2.5 months post-acquisition financial contributions by SMEC and AETOS respectively in

FY2016.

Other income which mainly comprised re-insurance recoveries and claims and government grants

decreased by S$1.6 million in FY2017 mainly due to a reduction in re-insurance recoveries and claims,

partially offset by higher government grants received.

Other expenses included amortisation of intangible assets arising from acquisition and impairment of

goodwill. In FY2016, the Group impaired goodwill of S$88.6 million arising from the merger of

Surbana International Consultants Holdings Pte. Ltd. and JURONG International Holdings Pte Ltd (for

more information on the merger, please see “The Company and the Group — Corporate History and

Strategic Acquisitions”. There was no impairment of goodwill in FY2017, resulting in the decrease in

other expenses compared to FY2016.

The FY2017 finance costs of S$24.4 million were S$15.1 million higher than in FY2016. This was

mainly due to exchange loss of S$9.3 million in FY2017 as compared to an exchange gain of S$1.7

million in FY2016 and higher interest expense of S$7.4 million. The increase was partially offset by

a change in fair value and unwinding of discount of contingent consideration payable of S$1.7 million.

The higher interest expense was due to (i) the full-year impact of interest expense on the loans drawn

down to finance the acquisition of SMEC, (ii) interest expense on the loan drawn down to finance

AETOS’ new purpose-built complex in FY2017 and (iii) interest expense on the loan drawn down to

finance the acquisition of Robert Bird Group (“RBG”) in FY2017.

Higher share of profit of joint ventures in FY2017 was due to contribution from the Group’s new joint

venture with China Highway Engineering Consulting Corporation in China.

Balance Sheet position as at 31 December 2017 versus 31 December 2016

Total assets increased by S$183.1 million largely due to (i) addition of assets from the acquisitions

of RBG and Robow Investments No. 52 Pty Ltd, (ii) purchase of the AETOS purpose-built complex

and (iii) goodwill of S$35.5 million arising from the acquisition of RBG.

Total liabilities increased by S$162.1 million due to (i) an increase in the Group’s borrowings of

S$76.5 million to finance both the acquisition of RBG and the purchase of the AETOS purpose-built

complex and (ii) addition of liabilities from the acquisition of RBG.

17

RISK FACTORS

The following factors may affect the ability of the Company or a Subsidiary Issuer to fulfil theirobligations under Instruments issued under the Programme. Most of these factors are contingencieswhich may or may not occur and the Company and any Subsidiary Issuer are not in a position toexpress a view on the likelihood of any such contingency occurring.

In addition, factors which are material for the purpose of assessing the market risks associated withInstruments issued under the Programme are also described below.

Each of the Company and the Subsidiary Issuer believes that the factors described below represent theprincipal risks inherent in investing in Instruments issued under the Programme, but the inability ofthe Company or any Subsidiary Issuer to pay interest, distributions, principal or other amounts on orin connection with any Instruments may occur for other reasons which may not be consideredsignificant risks by the Company and any Subsidiary Issuer based on information currently availableto them or which they may not currently be able to anticipate. Prospective investors should also readthe detailed information set out elsewhere in this Offering Circular and reach their own views priorto making any investment decision.

RISKS RELATING TO THE GROUP

Risks relating to the Group’s business generally

Uncertainties and instability in global market conditions could adversely affect the business,financial condition and results of operations of the Group.

The global financial markets have experienced, and may continue to experience, volatility andliquidity disruptions, which have resulted in the consolidation, failure or near failure of a number ofinstitutions in the banking and insurance industries. There remains a concern that the recent tradetensions between the United States of America (“U.S.”) and its trading partners (including theEuropean Union (“EU”) and China), the debt situation in Europe (most recently, in Italy), prevailinguncertainty surrounding the monetary policy direction of the U.S. Federal Reserve as well as theslowdown in China’s economic growth will impinge upon the health of the global financial system.In addition, there remains uncertainty arising from the referendum held by the United Kingdom on 23June 2016 in which a majority voted for the exit of the United Kingdom from the EU (“Brexit”). Oneyear after the United Kingdom triggered Article 50 of the Brexit process, there remains a lack of cleardirection about the future relationship between the United Kingdom and the EU, causing significantpolitical and economic uncertainty. Brexit has also given rise to calls for the governments of other EUmember states to consider withdrawal.

These developments, or the perception that any of them could occur, have had and may continue tohave a material adverse effect on global economic conditions and the stability of global financialmarkets, and may significantly reduce global market liquidity and restrict the ability of key marketparticipants to operate in certain financial markets. These uncertainties and instability in the globalmarkets could adversely affect the Group’s funding sources, business, financial condition, or resultsof operations.

Unpredictable economic cycles and downturns in economic conditions in the markets in which theGroup operates may impact the demand for its services and could have a material adverse effect onits business, results of operations or financial condition.

The growth in demand for the Group’s urban and infrastructure development services and managementservices generally correlates with economic conditions in the countries in which it operates. Economicdownturns or otherwise uncertain economic outlooks in one or more of the Group’s principal markets,in any other markets in which it operates or will operate, or on a global scale could adversely affectthe demand for its services, which could have a material adverse effect on the Group’s business,

18

results of operations or financial condition. Adverse economic conditions may decrease customers’willingness to make capital expenditures or otherwise reduce their spending for management servicesor hold back development projects, which could result in diminished revenue and margins for theGroup. In addition, at times of economic uncertainty, the Group’s public sector customers may facebudgetary and/or political pressures and periods of recession or deflation may have an adverse impacton prices, payment terms and on the demand for the Group’s services.

Although the Group’s operations are functionally and geographically diversified, significant erosionin levels of activity in any industry which the Group operates could have a negative impact on theGroup’s business, results of operations or financial condition.

The Group’s operations are subject to country-specific risks, including political, regulatory,economic and currency risks as well as risks associated with international operations.

As at the date of this Offering Circular, the Company has operations in over 40 countries and mayexpand to other countries. Accordingly, the Group is subject to all the risks inherent in doing businessin the jurisdictions in which it operates. The Group’s business, earnings, prospects and value of assetsthat it manages may be materially and adversely affected by a variety of conditions and developments,including:

• inflation, interest rates, and general economic conditions;

• governmental policies, laws and regulations and changes to such policies, laws and regulations;

• difficulties and costs of staffing and managing international operations;

• changes in labour conditions;

• price controls;

• the ability of the Group’s management to deal with multiple, diverse regulatory regimes;

• potentially adverse tax consequences;

• the risk of nationalisation and expropriation of the Group’s assets;

• currency fluctuation and regulation risks;

• social unrest or political instability; and

• adverse economic, political and other conditions,

in each of the countries in which the Group currently, or may in the future, conducts business.

Such conditions, developments, measures and the introduction of any new measures and other risksassociated with conducting business in the countries the Group operates in, many of which are outsideits control, may have an adverse effect on the business, financial condition and results of operationsof the Group. Other policies and measures introduced and which may be introduced by the respectivegovernments of the countries in which the Group operates in may lead to changes in market conditions,including price instability and an imbalance between supply of and demand for the Group’s servicesin the markets in which the Group operates. The respective governments may adjust interest rates, taxrates and other economic policies or impose other regulations or restrictions that may have an adverseeffect on the industries in which the Group operates, which may adversely affect the Group’s business.The Company expects its exposure to these risks to increase as it continues to expand its operations

19

into other countries. The Group’s international operations may also be subject to greater risk ofuncollectible accounts and longer collection cycles as well as logistical and communicationschallenges. These risks could impact the Group’s overall operations and adversely affect its business,financial condition and results of operations.

The Group and its clients are subject to government regulation in the countries where they operate.

The various industries in the countries in which the Group operates are subject to significantgovernment regulations. These government regulations may affect the operations and profitability ofthe Group’s clients who operate in these industries and which may in turn indirectly affect the Group’sbusiness, financial condition and results of operation. For example, the Group’s clients in the propertyand infrastructure development industries may require regulatory approvals for, among other things,development planning and design as well as construction. Such regulations are at times ambiguous andthe interpretation and application of these regulations can be inconsistent, which can affect theprojects that have been awarded to the Group and hence may potentially be detrimental to the Group.If any of the Group’s clients fail to obtain the relevant approvals or comply with applicable laws andregulations, it may, among other things, be subject to penalties, have its licences or approvals revoked,or lose its right to develop the projects that have been awarded to it. This could adversely impact theGroup’s contract with the client involved and thus have an adverse impact on the business, financialcondition and results of operations of the Group. In addition, in the countries in which the Groupoperates, in order to develop and complete a project, a project developer must obtain various permits,licences, certificates and other approvals from the relevant administrative authorities at various stagesof the project development process, including land use rights certificates, planning permits andcertificates or confirmation of completion and acceptance. Each approval is dependent on thesatisfaction of certain conditions. Problems may be encountered in obtaining such governmentapprovals or in fulfilling the conditions required for obtaining the approvals, especially as new laws,regulations or policies may come into effect from time to time with respect to the industry in generalor the particular processes with respect to the granting of approvals. If the Group’s clients fail toobtain relevant approvals or fulfil the conditions of those approvals for its project developments, thesedevelopments may not proceed as scheduled, and the Group’s business, financial condition,profitability and results of operations may in turn be adversely affected.

The Group is subject to risks associated with doing business in emerging markets.

The Group’s strategy involves expanding its business in several emerging markets in which itcurrently operates, including countries in Africa, Asia and Latin America. It may also commenceoperations in other emerging market countries. Political, economic and legal systems and conditionsin emerging market economies are generally less predictable than in countries with more developedinstitutional structures, making the Group subject to additional risks of doing business in emergingmarket economies. Additional risks associated with doing business in emerging markets includeincreased risks associated with inflation, recession, currency and interest rate fluctuations, reducedintellectual property protection, an inability to enforce remedies, difficulty in adequately establishing,staffing and managing operations, risk of non-compliance and business integrity issues, changes inregulation and governmental policies, and the consistency with which such regulations and policiesare interpreted and risk of political and social instability, including war, civil disturbance andterrorism.

The Group has operations in countries that are currently subject to U.S. and international traderestrictions, economic embargoes and sanctions.

The U.S., including the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”),the U.S. Department of State, and the U.S Department of Commerce; the United Nations SecurityCouncil; the EU and Her Majesty’s Treasury of the United Kingdom, have comprehensive andstringent economic sanctions targeting certain countries, including Cuba, Iran, Syria, Liberia,Zimbabwe and North Korea.

20

OFAC administers a number of sanctions programmes and maintains a list of persons and entities(including the OFAC Specially Designated Nationals and Blocked Persons List (the “SDN List”),which are subject to trade restrictions and economic embargoes that prohibit U.S. incorporatedentities, U.S. citizens and permanent residents, and persons in the U.S. as well as in certaincircumstance persons owned or controlled by U.S. persons, from engaging in, either directly orindirectly, commercial, financial, or trade transactions with such entities, unless authorised by OFACor exempt by statute.

The EU and other authorities maintain similar lists, and the individuals and entities identified on theSDN List, the Sectoral Sanctions Identifications (“SSI”) List, the Foreign Sanctions Evaders (“FSE”)List and other similar lists are generally referred to as “Prohibited Parties”. In addition, the EU andthe U.S. target particular countries or territories and persons or entities involved in certaintransnational activities, such as terrorism, narcotics trafficking, and proliferation of weapons of massdestruction. Under the U.S. programmes, these list-based sanctions extend to entities that are directlyor indirectly: (i) majority owned by one or more individuals or entities identified on the SDN List or(ii) majority owned by one or more individuals or entities identified on the SSI List pursuant to thesame sectoral sanctions directive. Individuals or entities who engage in any transactions or dealingswith individuals or entities identified on the SDN List or the FSE List may themselves be subject tosanctions (including identification on such lists). Violations of U.S. sanctions laws can result insubstantial civil monetary and criminal fines and penalties, loss of business and other licences,freezing or forfeiture of assets or funds involved in or derived from the violative conduct, andreputational damage.

Notwithstanding the fact that the Group has instituted and maintained policies and proceduresdesigned to screen the counterparties that it conducts business activities with to ensure that none ofsuch counterparties are on the SDN List, there can be no assurance that entities with whom the Groupnow, or in the future may, engage in transactions and employ will not be subject to U.S. andinternational sanctions.

There can also be no assurance that the countries in which the Group currently operates will not besubject to further and more restrictive sanctions in the future, or that OFAC or other U.S. andinternational government agencies will not impose sanctions on other countries or entities with whichthe Group currently operates or may in the future operate. As a result of its business activities withcountries that are subject to international sanctions, the Group may be subject to negative media orinvestor attention and investors may incur reputational or other risks.

In addition, there can be no assurance that the Group will not make future or additional investmentsin countries subject to U.S. or international sanctions, or itself become subject to sanctions. Further,if more sanctions are imposed on countries in which the Group does business, this could have anegative impact on its operations in these countries. If the Group were to increase its business in orwith these countries, particularly relative to its total business, this could have a negative impact onits ability to raise money in international capital markets and on the international marketability of itssecurities.

The Group may not be able to successfully implement its business strategies or manage its growthsuccessfully.

For a description of the strategies for the Group’s businesses see “The Company and the Group —Strategies”. In determining its strategies, the Group has made certain assumptions about the futureeconomic performance of the countries and industries in which it operates. The ability of the Groupto implement its strategies successfully is dependent on various factors, including but not limited tothe ability to manage its existing businesses, to identify suitable opportunities to grow its businesses,to obtain additional financing to fund its operations and support its growth, to retain its key employeesand to attract and retain customers as well as the competition the Group faces in its businesses.

21

The Group may also explore strategic alliances, whether with related parties or unrelated third parties,if suitable opportunities that would further the Group’s strategic objectives arise. With respect to suchbusiness initiatives, the Group may not be able to identify suitable business partners, consummate atransaction on terms that are favourable to the Group, or achieve the expected returns and realise thedesired benefits. The future plans and new initiatives embarked by the Group may not be profitable,may not achieve profitability that justify the investments made or may take a long period of timebefore the Group could realise any return.

Further, such future plans and new initiatives may require additional funding support and could alsoresult in the incurrence of capital commitments, debt and contingent liabilities as well as increasedoperating expenses, all of which may materially and adversely affect the business of the Group.

In the event that the Group is not able to successfully implement its business strategies, this mayadversely affect the business, operations and financial condition of the Group.

Failure to successfully execute the Group’s merger and acquisition strategy may inhibit its growth.

The Group has grown in part as a result of its mergers and acquisitions over the last several years, andthe Group expects continued growth in the form of additional acquisitions and expansion into newmarkets. However, there is no assurance that suitable mergers and acquisitions or investmentopportunities will continue to be identified or that any of those transactions can be consummated onfavourable terms or at all. Any future mergers and acquisitions will involve various inherent risks,such as:

• the direct and indirect costs in connection with such transactions;

• the Group’s ability to accurately assess the value, strengths, weaknesses, liabilities and potentialprofitability of acquisition candidates;

• the potential loss of key personnel of an acquired business;

• difficulty in maintaining favourable business relationships of acquired operations;

• restructuring and/or terminating unfavourable relationships;

• encountering unforeseen liabilities of the acquisition of businesses;

• increased burdens on the staff and on the Group’s administrative, internal control and operatingsystems, which may hinder the Group’s legal and regulatory compliance activities;

• post-acquisition integration challenges;

• post-acquisition deterioration in an acquired business that could result in goodwill impairmentcharges;

• the risk of entering markets in which the Group may have no or limited prior experience;

• the risk that an investment or acquisition may reduce the enlarged Group’s future earnings; and

• exposure to unknown liabilities.

Any of these factors could prevent the Group from realising the anticipated benefits of its acquisitions,including additional revenue, operational synergies and economies of scale. The Group’s failure torealise the anticipated benefits of acquisitions could adversely affect its business and operatingresults. Furthermore, during the mergers and acquisitions process and thereafter, the Group’smanagement may need to assume significant mergers and acquisitions related responsibilities, which

22

may cause them to divert their attention from the existing operations. If the Group’s management is

unable to successfully integrate acquired companies or implement the Group’s growth strategy, the

Group’s operating results could be harmed. Moreover, there is no assurance that the Group will

continue to successfully expand or that growth or expansion will result in profitability.

The Group may be adversely affected by disruption in the global credit markets and associatedimpacts.

In recent years, disruption in the global credit markets, coupled with a re-pricing of credit risks, and

a slowdown in the global economy have created increasingly difficult conditions in the financial

markets. These developments have resulted in volatility in the equity securities markets, tightening of

liquidity in the credit markets, widening of credit spreads and loss of market confidence. Further,

these developments have also resulted in the failure of a number of financial institutions in the U.S.,

the EU and unprecedented actions by governmental authorities and central banks around the world.

There is potential for new laws and regulations regarding lending and funding practices, and

governments and bank regulatory agencies are expected to be aggressive in adopting such new

measures in response to concerns and identified trends. It is difficult to predict how long these

developments and measures will exist and how the Group may be affected. These developments may

be exacerbated by persisting volatility in the financial sector and the capital markets or concerns

about, or a default by, one or more financial institutions which could lead to significant market-wide

liquidity problems, losses or defaults by other financial institutions. The Group accordingly may facedifficulties in raising funds for working capital purposes, to refinance existing debt or to financefuture acquisitions. If the Group does not have sufficient internal cash or external financing onacceptable terms, it may be unable to undertake new projects when the opportunity arises, fundpotential asset enhancements and any on-going capital expenditure requirements or to refinance itsexisting debt. Accordingly, these conditions could adversely affect the Group’s business andoperations.

Fluctuations in exchange rates may adversely affect the Group’s business and its reported financialresults.

Because of the geographic diversity of the Group’s business, it receives income and incurs expensesin a variety of currencies. However, the Group’s financial statements are presented in Singaporedollars. The value of the variety of currencies against the Singapore dollar fluctuates and is affectedby changes to the Singapore and international political and economic conditions and by many otherfactors. The Group monitors its currency exchange rates exposure and engages in simple hedginginstruments to mitigate such exposures. The Group also manages its currency exchange exposure bymatching the currencies of the assets and liabilities on its balance sheet. However, there can be noassurance that these actions will be adequate to fully hedge such exposures. Therefore, fluctuationsin the value of any of these currencies relative to the Singapore dollar may still adversely affect theGroup’s reported results of operations. Changes in the value of any of these currencies relative to theSingapore dollar could also cause fluctuations in the Group’s business, financial condition and resultsof operations and could have an adverse effect on the Group’s reported financial statements.

The Company is subject to fluctuations in interest rates.

The Group manages its interest rate exposure by tracking interest rate movements closely andmaintaining a debt portfolio with appropriate fixed and/or floating rates of interests. Whereapplicable, interest rate derivatives are used to hedge its interest rate exposure for specific underlyingdebt obligations. However, there can be no assurance that such measures will be adequate to cover theCompany’s exposure to interest rate fluctuations. Any failure to adequately mitigate the risk of interestrate fluctuations could adversely affect the Group’s operations or financial condition.

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The Group is subject to restrictions in repatriation of funds.

The Group may be subject to foreign exchange controls that may adversely affect the ability torepatriate the income arising from the Group’s operations that are located outside of Singapore.Repatriation of income and capital may require the consent of the relevant governments. Delays in ora refusal to grant any such approval, a revocation or variation of consents previously granted, or theimposition of new restrictions may adversely affect the Group’s business, financial condition andresults of operations.

The Group could be subject to potential environmental liabilities.

A portion of the Group’s business is exposed to laws and regulations related to environmental matters.For example, the Group’s engineering services, construction management, facilities and assetsmanagement and sustainability and environmental consultancy businesses involve the assessment,analysis, handling and management of matters that could be closely related to the environment.Violations of environmental laws and regulations could subject the Group to civil and criminalpenalties and other liabilities which could have material adverse effects on the Group’s business,results of operations, reputation or financial condition.

Terrorist attacks, other acts of violence or war and adverse political developments may affect thebusiness, results of operations and financial condition of the Group.

Terrorist activities globally have contributed to the substantial and continuing economic volatility andsocial unrest. Any developments stemming from these events or other similar events could causefurther volatility. The consequences of any of these terrorist attacks or armed conflicts areunpredictable, and the Company may not be able to foresee events that could have an adverse effecton its business, financial condition and results of operations.

The occurrence of natural or other catastrophes, severe weather conditions or other acts of God,may have an adverse impact on the Group.

Natural disasters, severe weather conditions and the outbreak of epidemics, all of which are beyondthe Group’s control, may adversely affect the economy and infrastructure of the countries in which theGroup has operations. Some cities where the Group operates have previously been or may be underthe threat of flood, earthquake, sandstorm, snowstorm, tsunami, fire, drought, or epidemics such asSevere Acute Respiratory Syndrome (SARS), H5N1 avian flu, the human swine flu, also known asInfluenza A (H1N1), Middle East respiratory syndrome coronavirus (MERS-CoV) and the Zika virus.There can be no assurance that the occurrence of such natural catastrophes or other acts of God willnot materially disrupt operations. While the Group has sufficient insurance coverage to comprehendany insurable risks, the occurrence of natural or other catastrophes, severe weather conditions or otheracts of God may still adversely affect the Group’s business, financial condition and operations.

The Group faces risks associated with its work sites and the maintenance of adequate safetystandards.

Construction and maintenance sites are inherently dangerous workplaces and place the Group’semployees in close proximity to dangers of the work site, such as mechanized equipment and movingvehicles. While the Group routinely plans and implements site-specific safety programmes andtraining for its employees and subcontractors, its failure to maintain and implement adequate safetystandards and procedures may result in workplace accidents which could impact the Group’soperations, reputation and potential financial losses.

The Company is, and any Subsidiary Issuer may be, holding companies and will be dependent uponpayments from their respective subsidiaries.

The Company is, and a Subsidiary Issuer may be, holding companies and have no material businessoperations of their own. As such, most of the Company’s assets are, and a Subsidiary Issuer’s assets

24

may be, shareholdings in their respective subsidiaries and associated companies, which in turn carryout the Group’s operations in the various sectors and geographies in which the Group operates. TheCompany’s and such Subsidiary Issuer’s ability to continue to satisfy its payment obligations,including obligations under the Instruments, is therefore subject to the up-streaming of dividends,distributions and other payments received from its subsidiaries and associated companies. Both thetiming and ability of certain subsidiaries and associated companies to pay dividends and distributionswill depend on their respective distributable earnings and cash flow conditions and may be subject torestrictions that may be contained in applicable laws and conditions contained in a certain number oftheir agreements. Further, outstanding bank loans of certain subsidiaries of the Company and aSubsidiary Issuer may contain provisions which restrict such subsidiary from declaring dividends ormaking distribution to its shareholders without the prior written consent from its respective lender.There is no assurance that such companies will be able to make dividend payments and otherdistributions and payments in an amount sufficient to meet the Company’s and a Subsidiary Issuer’scash requirements or to enable them to meet their respective payment obligations under theInstruments.

In the event that the Company’s or a Subsidiary Issuer’s subsidiaries and associated companies do notpay any dividends or distributions or do so irregularly, the Company’s or such Subsidiary Issuer’sliquidity performance may be adversely affected. The Company’s or a Subsidiary Issuer’s subsidiariesand associated companies may have difficulty in accessing the financial markets and as a result seekfurther capital funding or financial support from the Group and this may affect the Group’s financialcondition and results of operations.

The Group is subject to risks inherent in joint venture structures.

The Group has, and may have in the future, interests in joint venture entities in connection with itsdevelopment plans. Disagreements may occur between the Group and its joint venture partnersregarding the business and operations of the joint ventures which may not be resolved amicably. Inaddition, the Group’s joint venture partners may:

(i) have economic or business interests or goals that are inconsistent with that of the Group;

(ii) take actions contrary to the Group’s instructions, requests, policies and/or objectives;

(iii) be unable or unwilling to fulfil their obligations;

(iv) have financial difficulties; or

(v) have disputes with the Group as to the scope of their responsibilities and obligations.

Joint venture partners may not be restricted from competing with the Group on other projects.Although the Group does not believe that it has experienced any significant problems with respect toits partners to date, should such problems occur in the future they could have a material adverse effecton the businesses and financial condition of the Group.

Additionally, the Group’s joint venture partners may not be able to fulfil their respective contractualobligations with the Group (for example they may default in making payments during future capitalcalls or capital raising exercises) or may experience a decline in their creditworthiness. Theoccurrence of any of these events may materially and adversely affect the performance of the Group’sjoint ventures and/or may result in the Group making additional funding or capital contributions to theGroup’s joint ventures, which in turn may affect the Group’s financial condition and results ofoperations.

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The Company is dependent upon sub-consultants, contractors and third party service providers forthe provision of various services.

The Company engages sub-consultants, contractors and third party service providers for the provisionof various services in respect of its business. There is no assurance that the services rendered by thesub-consultants, contractors or third party service providers engaged by the Company will besatisfactory or match the level of quality required by the Company. Moreover, the Company’ssub-consultants, contractors or service providers may experience financial or other difficulties suchas procuring foreign labour that may affect their ability to carry out the work for which they werecontracted, thus affecting the Company’s projects. Any interruption or termination in the services ordeterioration in the performance of the Company’s sub-consultants, contractors or third party serviceproviders may cause disruptions to the business, service levels and reputation of the Company, andnegatively impact the profitability, financial performance and reputation of the Company, and mayalso result in litigation and damages claims made against the Company. If the Company’sarrangements with any of its sub-consultants, contractors or third party service providers areterminated, the Company may have to source for alternative sub-consultants, contractors and/orservice providers and there is no assurance that these engagements will be on terms no less favourableto the Company as compared to the Company’s existing arrangements.

Information relating to the Group’s order book may not be representative of its future results.

Although the contracts that make up the Group’s order book have a significant impact on its futurerevenues and profits, they do not necessarily indicate future earnings related to the Group’sperformance. Further, while projects in the order book represent business that the Group considersfirm, defaults or scope adjustments by the customers or other unforeseen delays may occur. Becauseof these uncertainties, the Group cannot predict when or if the projects in the order book will beperformed and will generate revenue. In addition, even where a project proceeds as scheduled, it ispossible that contracting parties may default and fail to pay amounts owed or dispute the amountsowed. There can be no assurance that the Group would be able to recover against such defaultingparties. There may also be delays associated with collection of receivables from its customers. Anydelay, cancellation or payment default could materially harm the Group’s cash flow position, revenuesor profits.

There is no assurance that the Group will continue to have the support of its clients.

The continued success of the business of the Group depends on the support of its existing clients. TheGroup will need to continuously strive to meet its clients’ expectations and maintain goodrelationships with its existing clients. In the event that its competitors are able to provide comparableservices at lower prices or respond to changes in market conditions more swiftly and effectively thanthe Group, this may result in the loss of tender bids and projects or the lowering of profit margins,all of which may adversely affect the Group’s operations and financial performance. There is noassurance that the Group will be able to compete effectively with its existing and future competitorsand adapt quickly to changing market conditions and trends. Any failure by the Group to remaincompetitive may adversely affect the demand for its services, operating results and financialperformance. There is no assurance that the Group will not lose the support of its key existing clientsand any such loss will have an adverse impact on the financial performance and prospects of theGroup.

A failure in the Group’s information technology systems or a shutdown in communications networksmay adversely affect the Group’s operations.

The Group is dependent on its information technology systems as well as third partytelecommunications systems to provide integrated services to its customers. The provision of theGroup’s services depends on the stability of its information technology systems as well as the externalnetwork infrastructure of its telecommunications provider(s). Although the Group’s centralised datasystems and back-up systems are located separately in different places, there is no assurance that both

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systems will not be simultaneously damaged or destroyed in the event of a major disaster. Both theinformation technology systems and the external network may be vulnerable to damage orinterruptions in operation due to fire, power loss, telecommunications systems failure, physicalbreak-ins, a significant breakdown in internal controls, fraudulent activities by employees, failure ofsecurity measures or back-up systems, or other events beyond the Group’s control. Further, anyintroduction of new information technology systems may not be implemented successfully or may takea period of time for troubleshooting so as to ensure smooth operation. Any such failure in theinformation technology systems or the external network may adversely affect the Group’s business,financial conditions and results of operations.

The Group may be involved in legal, regulatory and other proceedings arising from its operationsfrom time to time.

The Group may be involved from time to time in disputes with various parties involved in thedevelopment of its projects such as contractors, sub-consultants, third party service providers,suppliers, and clients. These disputes may lead to legal or other proceedings, and may cause the Groupto incur additional costs and delays.

In addition, the Group may become subject to regulatory proceedings with, or investigations by,regulatory bodies in the course of its operations, which may subject it to administrative proceedingsand unfavourable orders, directives or decrees that result in financial losses and delays in theconstruction or completion of its projects.

For example, the Australian Federal Police has commenced investigations into a small number ofprojects in which certain subsidiaries of SMEC Holdings Limited, now known as SMEC Holdings PtyLtd (“SMEC”) are or have been involved, based on alleged contraventions of various bribery-relatedoffences under Australian criminal law and the Australian Securities and Investments Commission hascommenced investigations into certain current and former employees of SMEC and SMEC for allegedcontraventions of the Australian corporations law. See “The Company and the Group — Legal andRegulatory Compliance” for further details.

There can be no assurance that enforcement action will not be commenced against SMEC or othermembers of the Group in Australia or in the countries where it is alleged this conduct has occurredand if so, investors in the Instruments may incur reputational or other risks. Further, any suchregulatory actions (and/or any civil or other litigation proceedings in relation to alleged violation orbreach of legal or regulatory requirements) against SMEC and/or any other members of the Group mayhave a material adverse effect on the Group’s financial condition and results of operations.

The Group could be adversely affected by violations of anti-bribery laws or other regulationsapplicable in the countries or territories where it conducts its business.

An increasing number of anti-bribery and anti-corruption laws and regulations and other similar lawsand regulations related to regulatory compliance (“Anti-Corruption Laws”) have been implementedand/or strengthened worldwide and apply in a significant number of countries and territories where theGroup conducts its business. These laws and regulations are amended from time to time and theirscope and reach may change. Anti-Corruption Laws, amongst other things, prohibit companies andtheir intermediaries from granting financial or other advantages to officials or others for the purposeof obtaining or retaining business.

The Group conducts operations in certain jurisdictions that have experienced governmental corruptionin varying degrees. In addition, some of the jurisdictions in which the Group operates or intends tooperate lack a developed legal system or may have failed to implement laws and regulations or enforcesuch laws and regulations, and consequently are susceptible to high levels of corruption. Accordingly,the Group’s continued expansion, development of joint venture relationships with local entities andthe use of local agents increases the Group’s risk of being exposed to violations of Anti-CorruptionLaws by its local partners or agents.

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Although the Group believes that, as part of its aim to comply with the best international practices inits risk control functions, its current risk and control systems provide adequate protection fromviolations of Anti-Corruption Laws, should such policies and procedures fail to protect it from thepossible reckless or criminal acts committed by its employees, agents, partners, subcontractors orsuppliers, the Group could suffer from criminal or civil penalties or other sanctions, including fines,injunctions, asset seizures, debarment from government or international financial institution contracts,termination of existing contracts, revocations or restrictions of licences, criminal fines orimprisonment of key personnel, any of which could adversely affect the Group’s ability to bid forgovernment contracts, and which in turn, could materially and adversely affect the Group’s business,financial condition and results of operations. For example, and as a result of the Negotiated ResolutionAgreement between SMEC and the World Bank, certain SMEC entities are debarred from bidding for,or participating in, any projects financed by the World Bank. See “The Company and the Group —Legal and Regulatory Compliance”. In addition, such violations could also negatively impact theGroup’s reputation and, consequently, its ability to win future business.

Accounting standards applicable to the Company are subject to change in the future.

The financial statements of the Company may be affected by the introduction of new or revisedaccounting standards applicable to it, which includes Singapore Financial Reporting Standards,recommended accounting practices issued by the Institute of Singapore Chartered Accountants. Theextent and timing of changes in applicable accounting standards are currently unknown and subject toconfirmation by relevant authorities. The Company is unable to estimate and quantify the effects ofany proposed changes and there can be no assurance that any changes will not have a significantimpact on the preparation of the Company’s financial statements or on the moment in which it presentsits financial condition and results of operations.

The Group is subject to credit risk arising from defaulting counterparties.

Credit risk may arise when counterparties default on their contractual obligations resulting in financialloss to the Group. Although the Group adopts a policy of only dealing with creditworthycounterparties and the Group regularly reviews its credit exposure to its customers, credit risks maynevertheless arise from events or circumstances that are difficult to anticipate or detect, including, butnot limited to, political, social, legal, economic and foreign exchange risks that may have an impacton its customers’ ability to make timely payment and render the Group’s enforcement for paymentsineffective.

The Group may suffer an uninsured loss.

The Group maintains insurance policies covering its assets, projects and operations (i.e. publicliability insurance) in line with general business practices in the various industries in which itoperates, with policy specifications and insured limits which it believes are adequate. There are,however, certain types of risks (such as wars or acts of God) that are generally not insured becausethey are either uninsurable or not economically insurable. Should an uninsured loss or a loss in excessof insured limits occur, the Group could be required to pay compensation. Any such loss couldadversely affect the business, financial condition and results of operations of the Group. No assurancecan be given that material losses in excess of insurance proceeds will not occur in the future or thatadequate insurance coverage for the Group will be available in the future on commercially reasonableterms or at commercially reasonable rates.

The Group is affected by existing and possible new competitors.

The Group operates in highly competitive markets and faces competition on a local, regional andinternational level. Maintaining or increasing its market share will depend upon its ability toanticipate and respond to various competitive factors affecting its business segments, including itsability to improve its processes, respond to pricing strategies of its competitors and adopt newtechnology efficiently.

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The Group expects to face increased competition from existing competitors and any new entrants into

the market in the future. Competitive factors include price, delivery schedule, quality/specifications

and credit terms of the products and services offered by other providers. Some of the Group’s

competitors have longer operating histories, greater economies of scale, greater degrees of vertical

integration, larger customer bases, stronger relationships with customers and other partners and

possess greater financial, technical, political, marketing and other resources in the markets that the

Group operates in or intends to venture into.

There can be no assurance that the Group will be able to continue to compete successfully in the

markets in which it operates. Any failure to compete effectively, including any delay in the Group’s

reaction to changes in market conditions, may affect its competitiveness, thereby reducing its market

share and resulting in a decline in its revenues. If the Group fails to compete successfully against

existing competitors and new entrants, its business, financial condition and results of operations may

be adversely affected.

The Group is dependent on a skilled and stable workforce.

The Group relies on a skilled and stable workforce to carry out its projects. In particular, the Grouprequires a significant number of professionals with various skills and expertise to operate its variousbusiness divisions. In view of the competitive labour market, there is no assurance that the Group willnot experience problems with recruiting and retaining skilled employees in the future. As a result, theGroup may have to offer better remuneration packages and other benefits to attract and retain keypersonnel and skilled labour. There can be no assurance that the Group will possess sufficientresources for this purpose. If the Group cannot recruit or retain enough skilled employees to executeits projects, it may experience delay in project delivery. Its ability to handle future projects would inturn be significantly reduced.

Risks relating to the Group’s urban development and infrastructure development business

There is no assurance that the Group will continue to secure new projects or that its securedprojects will not be cancelled.

As most of the Group’s urban and infrastructure development projects are undertaken on anon-recurring basis, it is critical that the Group is able to regularly and consistently secure newprojects. The profitability of the business of the Group is dependent on its ability to stay abreast ofmarket developments, build on past clients’ relationships and secure a continuous pipeline of projectsfrom existing and new clients. There is no assurance that the Group will be able to do so. In the eventthat the Group is not able to regularly and consistently secure new projects of similar or higher valueand on terms and conditions that are favourable to the Group, the Group’s business, results ofoperations or financial condition may be adversely affected.

In addition, the scope of work in a project, which is dependent on its scale and complexity, may affectthe profit margin of the project and the Group’s financial performance. In the event that the Group hasto sub-contract a material portion of the project work to a third-party subcontractor, its profit marginsfrom such projects may be reduced. Cancellation or delays in the commencement of secured projectsdue to factors such as poor market conditions and/or lack of funds on the part of the project ownersmay materially and adversely affect the Group’s business, results of operations or financial condition.In addition, there may be a lapse of time between the completion of the Group’s projects and thecommencement of its subsequent projects. Any cancellation of or delay in projects could lead to idleor excess capacity, and in the event that the Group is unable to secure replacement projects on a timelybasis, this may materially and adversely affect the Group’s business, results of operations or financialcondition.

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Timely completion of projects and performance of obligations.

The Group may sometimes guarantee to its clients that it will complete a project by a scheduled date.If the project is not completed by the scheduled date, the Group may either incur significant additionalcosts or be held responsible for the costs incurred by the client to rectify damages due to the latecompletion. To the extent that such an event occurs, the total costs of the project could exceed theGroup’s estimates and it could experience reduced profits or, in some cases, a loss on that project. TheGroup’s success depends in large part on whether the Group fulfils its contractual obligations withclients and keeps its clients satisfied. If the Group fails to satisfactorily perform its contractualobligations or address performance issues, or makes professional errors in the services that it provides,then clients could terminate projects, exposing the Group to legal liability, loss of its professionalreputation and risk of reduced profits or, in some cases, a loss on that project.

A substantial portion of the Group’s revenue is derived from contracts with public sector agencies,departments of national, state and local governments and multilateral agencies.

As a consultant and service provider to governments, public sector bodies and agencies, members ofthe Group must comply with specific procurement regulations and other requirements, which canchange from time to time. The Group may also be subject to additional data protection andconfidentiality requirements in relation to government contracts. These requirements, althoughcustomary when entering into contracts with public sector bodies, increase the Group’s bidding,performance and compliance costs. There is also a risk that procurement requirements or “eligibilityto bid” criteria may change, which could affect the Group’s eligibility to bid for such contracts andincrease the costs of bidding for, or complying with, such contracts. Failure to comply with or satisfybid criteria, procurement rules and regulations, to meet service levels and performance obligations, orto meet data protection and confidentiality requirements, could result in reductions in the number orvalue of contracts to be awarded to the Group, the Group not being allowed to participate in futuretenders with government, public sector, government regulated customers and multilateral agencies, orcontract modifications or terminations. The inability of members of the Group to contract with publicsector bodies at all or for a period of time could negatively impact the Group’s reputation and abilityto procure public sector work in the future. Public sector projects may also require relevantgovernmental or other approvals. Difficulties in obtaining such approvals may lead to projects beingdelayed or cancelled. The Group may also face competition which could lead to delays in awardingpublic contracts. These matters are beyond the Group’s control and any resulting delays could havea material adverse effect on the Group’s business, results of operations, and financial condition andtherefore on the ability of the Company to fulfil its obligations under the Instruments.

Governmental agencies may modify, curtail or terminate contracts at any time prior to theircompletion.

Government contracts may be modified, curtailed or terminated by the government either at itsconvenience or upon the default of the contractor. If the government terminates a contract at itsconvenience, the Group is typically only able to recover only costs incurred or committed, settlementexpenses and profit on work completed prior to termination, which could prevent the Group fromrecognising all of its potential revenue and profits from that contract. If the government bodyterminates the contract due to the Group’s default, the Group could be liable for excess costs incurredby the government body in obtaining services from another source.

The Group’s business and operating results could be adversely affected by losses underfixed-percentage contracts.

A portion of the Group’s revenue comes from fixed-percentage contracts. A fixed-percentage contractrequires the Group to either perform all or a specified part of work under the contract for a specifiedpercentage of the total construction costs. Fixed-percentage contracts expose the Group to a numberof risks not inherent in cost-plus contracts, including underestimation of costs, ambiguities in

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specifications, unforeseen costs or difficulties, delays beyond the control of the Group, failures ofsubcontractors to perform and economic or other changes that may occur during the contract period.Potential losses under fixed-percentage contracts could have an adverse effect on the Group’sbusiness, financial condition and results of operations.

Risks relating to the Group’s management services business

The Group may not be able to successfully retain or compete for management service agreementsand as a result, it may not be able to achieve its planned growth.

Termination of the Group’s management service contracts by its clients prior to their expiration, orremoval as manager in accordance with the terms of the management service contracts or applicablelaw, or inability to renew management service contracts on terms that are commercially reasonable toit could have an adverse effect on the business, financial condition and results of operations of theGroup. As significant manpower and resources are dedicated to these contracts, the termination or lossof these contracts would require the Group to redeploy these manpower and resources to other projectsor contracts. Failure to redeploy these manpower and resources efficiently could affect the overallbusiness profitability of the Group. The Group believes that its ability to compete for managementservice agreements primarily depends on its brand recognition and reputation, the results of its overalloperations and the success of the customers that it currently contracts with. The terms of any newmanagement service agreements that the Group obtains also depend on the terms that its competitorsoffer for those agreements and if the Group does not price its services competitively, it may not beable to compete effectively for new management service agreements. As a result, it may not be ableto achieve its planned growth and the business, financial condition and results of operations of theGroup may be adversely affected.

Failure to deliver stable and secure IT systems and to combat cyber and other security risks tosensitive and confidential business information and physical sites could adversely affect the abilityof the Group to perform current contracts and to win future contracts and in the event of a breachof security could lead to business disruption and reputational damage.

The Group holds sensitive and confidential business information and is at risk of cyber and physicalattack by criminal organisations and individual hackers. There is also the risk that an individual withlegitimate access to such sensitive and confidential business information could disclose itinappropriately, or that an insider could disrupt availability of key systems. An information securitybreach could have a number of adverse consequences including: censure and fines by nationalgovernments; loss of confidence in the Group’s brand and the Group’s reputation; specific loss of trustby customers, especially those in government and financial sectors; and disruption to service deliveryand integrity. Should the Group fail to deliver stable and secure IT systems and to combat cyber andother security risks to information, and maintain adequate disaster recovery processes, this may havea material adverse effect on the Group’s business, results of operations and financial condition and inturn affect the ability of the Company to fulfil its obligations under Instruments issued under theProgramme.

Risks relating to the Instruments Issued under the Programme

The Trustee may request that the Noteholders and Securityholders provide an indemnity and/orsecurity and/or pre-funding to its satisfaction.

In certain circumstances, the Trustee may (at its sole discretion) request the Noteholders or theSecurityholders to provide an indemnity and/or security and/or prefunding to its satisfaction before ittakes actions on behalf of Noteholders or Securityholders. The Trustee shall not be obliged to take anysuch actions if not indemnified and/or secured and/or pre-funded to its satisfaction. Negotiating andagreeing to any indemnity and/or security and/or pre-funding can be a lengthy process and may impacton when such actions can be taken. The Trustee may not be able to take actions notwithstanding the

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provision of an indemnity and/or security or pre-funding to it, in breach of the terms of the Trust Deedconstituting the relevant Instruments and in circumstances where there is uncertainty or dispute as tothe applicable laws or regulations and, to the extent permitted by the agreements and the applicablelaw, it will be for the Noteholders or Securityholders to take such actions directly.

The Instruments and the Guarantees are unsecured obligations and payments under theInstruments and the Guarantees of the Instruments will be structurally subordinated to liabilitiesand obligations of certain of the relevant Issuer’s and the Guarantor’s subsidiaries.

As the Instruments and the Guarantees are unsecured obligations, the repayment of the Instrumentsand payments under the Guarantee may be adversely affected if:

• the relevant Issuer or (in the case of a Series of Guaranteed Instruments) the Guarantor entersinto bankruptcy, liquidation, reorganisation or other winding-up proceedings; or

• there is a default in payment under the relevant Issuer’s or (in the case of a Series of GuaranteedInstrument) the Guarantor’s future secured indebtedness or other unsecured indebtedness, orthere is an acceleration of any of the relevant Issuer’s or (in the case of a Series of GuaranteedInstruments) the Guarantor’s indebtedness.

If any of these events were to occur, the relevant Issuer’s or (in the case of a Series of GuaranteedInstruments) the Guarantor’s assets may not be sufficient to pay amounts due on the Instruments.

Further, the relevant Issuer or (in the case of a Series of Guaranteed Instruments) the Guarantor onlyhas a shareholder’s claim on the assets of its subsidiaries. This shareholder’s claim is junior to theclaims that creditors of any such subsidiary have against it. The Noteholders and the Securityholderswill only be creditors of the relevant Issuer or (in the case of a Series of Guaranteed Instruments) theGuarantor, and not of the relevant Issuer’s or (in the case of a Series of Guaranteed Instruments) theGuarantor’s other subsidiaries, who are not providing any Guarantees of the Instruments. In addition,neither the Noteholders nor any Securityholders will have the benefit of any security interest over theshares of any of the relevant Issuer’s or (in the case of a Series of Guaranteed Instruments) theGuarantor’s other subsidiaries or any security interest over the assets of the relevant Issuer or (in thecase of a Series of Guaranteed Instruments) the Guarantor’s other subsidiaries. As a result, liabilitiesof any of the Company’s other subsidiaries will be effectively senior to the Instruments and theGuarantees. Any of these other subsidiaries may in the future have other liabilities, includingcontingent liabilities, which may be significant.

The Instruments may not be a suitable investment for all investors.

Each potential investor in any Instruments must determine the suitability of that investment in lightof its own circumstances. In particular, each potential investor should:

• have sufficient knowledge and experience to make a meaningful evaluation of the relevantInstruments, the merits and risks of investing in the relevant Instruments and the informationcontained or incorporated by reference in this Offering Circular, any applicable supplement tothe Offering Circular or any Pricing Supplement;

• have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of itsparticular financial situation, an investment in the relevant Instruments and the impact suchinvestment will have on its overall investment portfolio;

• have sufficient financial resources and liquidity to bear all of the risks of an investment in therelevant Instruments, including where principal, distribution or interest is payable in one or morecurrencies, or where the currency for principal, distribution or interest payments is different fromthe potential investor’s currency;

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• understand thoroughly the terms of the relevant Instruments and be familiar with the behaviourof any relevant indices and financial markets; and

• be able to evaluate (either alone or with the help of a financial adviser) possible scenarios foreconomic, interest rate and other factors that may affect its investment and its ability to bear theapplicable risks.

Some Instruments may be complex financial products and such products may be purchased as a wayto reduce risk or enhance yield with an understood, measured, appropriate addition of risk to thepurchaser’s overall portfolios. A potential investor should not invest in Instruments which are complexfinancial products unless it has the expertise (either alone or with the help of a financial adviser) toevaluate how the Instruments will perform under changing conditions, the resulting effects on thevalue of such Instruments and the impact this investment will have on the potential investor’s overallinvestment portfolio.

Legal investment considerations may restrict certain investments.

The investment activities of certain investors are subject to legal investment laws and regulations, orreview or regulation by certain authorities. Each potential investor should consult its legal advisersto determine whether and to what extent (1) the Instruments are legal investments for it, (2) theInstruments can be used as collateral for various types of borrowing, and (3) other restrictions applyto its purchase of any Instruments. Financial institutions should consult their legal advisers or theappropriate regulators to determine the appropriate treatment of the Instruments under any applicablerisk-based capital or similar rules.

The Conditions of the Notes and the Securities contain provisions which may permit theirmodification without the consent of all investors and confer significant discretions on the Trusteewhich may be exercised without the consent of the Noteholders or Securityholders and withoutregard to the individual interests of particular Noteholders or Securityholders.

Each of the Conditions of the Notes and the Securities contain provisions for calling meetings ofNoteholders or Securityholders (as the case may be) to consider matters affecting their interestsgenerally. These provisions permit defined majorities to bind all Noteholders or Securityholdersincluding Noteholders and Securityholders who did not attend and vote at the relevant meeting andNoteholders or Securityholders who voted in a manner contrary to the majority.

Each of the Conditions of the Notes and the Securities provide that the Trustee may, without theconsent or sanction of Noteholders or Securityholders and without regard to the interests of particularNoteholders or Securityholders, agree to (i) any modification of, or to the waiver or authorisation ofany breach or proposed breach of, any of the provisions of the Notes or the Securities or (ii) determinewithout the consent of the Noteholders or Securityholders that (in the case of Notes) any Event ofDefault or potential Event of Default or (in the case of Securities) Enforcement Event, shall not betreated as such.

The value of the Instruments could be adversely affected by a change in English law, Singapore lawor administrative practice.

The conditions of the Notes and Securities are based on English law and Singapore law in effect asat the date of this Offering Circular. No assurance can be given as to the impact of any possiblejudicial decision or change to English law, Singapore law or the respective administrative practiceafter the date of this Offering Circular and any such change could materially adversely impact thevalue of any Instruments affected by it.

Investors who hold less than the minimum Specified Denomination may be unable to sell their Notesand Securities and may be adversely affected if definitive Notes and Securities are subsequentlyrequired to be issued.

In relation to any issue of Notes or Securities which have denominations consisting of a minimumSpecified Denomination plus one or more higher integral multiples of another smaller amount, it is

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possible that such Notes or Securities may be traded in amounts in excess of the minimum Specified

Denomination that are not integral multiples of such minimum Specified Denomination. In such a case

a holder who, as a result of trading such amounts, holds an amount which is less than the minimum

Specified Denomination in his account with the relevant clearing system would not be able to sell the

remainder of such holding without first purchasing a principal amount of Notes or Securities at or in

excess of the minimum Specified Denomination such that its holding amounts to a Specified

Denomination. Further, a holder who, as a result of trading such amounts, holds an amount which is

less than the minimum Specified Denomination in his account with the relevant clearing system at the

relevant time may not receive a definitive Note or Security in respect of such holding (should

definitive Notes or Securities be printed or issued) and would need to purchase a principal amount of

Notes or Securities at or in excess of the minimum Specified Denomination such that its holding

amounts to a Specified Denomination.

If such Notes or Securities in definitive form are issued, holders should be aware that definitive Notes

or Securities which have a denomination that is not an integral multiple of the minimum SpecifiedDenomination may be illiquid and difficult to trade.

The Notes and Securities may be represented by Global Notes or Global Securities and holders ofa beneficial interest in a Global Note or Global Security must rely on the procedures of the relevantClearing System(s).

Notes and Securities issued under the Programme may be represented by one or more Global Notesor Global Securities. Such Global Notes or Global Securities will be deposited with a commondepositary for, and registered in the name of a common nominee of, Euroclear and ClearstreamLuxembourg or deposited with CDP or its nominee (each of Euroclear, Clearstream Luxembourg andthe CDP, a “Clearing System”). Except in the circumstances described in the relevant Global Note orGlobal Security, investors will not be entitled to receive the Notes or Securities in definitive form. Therelevant Clearing System(s) will maintain records of the beneficial interests in the Global Notes orGlobal Securities. While the Notes or the Securities are represented by one or more Global Notes orGlobal Securities, investors will be able to trade their beneficial interests only through the ClearingSystems.

While the Notes or the Securities are represented by one or more Global Notes or, as the case may be,Global Securities, the relevant Issuer will discharge its payment obligations under the Notes and theSecurities by making payments to or to the order of the relevant Clearing System(s) for distributionto their account holders.

A holder of a beneficial interest in a Global Note or Global Security must rely on the procedures ofthe relevant Clearing System(s) to receive payments under the relevant Notes or, as the case may be,the relevant Global Securities. The relevant Issuer has no responsibility or liability for the recordsrelating to, or payments made in respect of, beneficial interests in the Global Notes or GlobalSecurities (as the case may be).

Holders of beneficial interests in the Global Notes or Global Securities will not have a direct right tovote in respect of the relevant Notes or, as the case may be, Securities. Instead, such holders will bepermitted to act only to the extent that they are enabled by the relevant Clearing System(s) to appointappropriate proxies.

Similarly, holders of beneficial interests in the Global Notes or Global Securities will not have a directright under the respective Global Notes or Global Securities to take enforcement action against therelevant Issuer in the event of a default under the relevant Notes or an enforcement event under therelevant Securities but will have to rely upon their rights under the Trust Deed.

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Investors of the Notes are exposed to risks relating to Singapore taxation.

The Notes to be issued from time to time under the Programme during the period from the date of thisOffering Circular to 31 December 2023 are, pursuant to the Income Tax Act, Chapter 134 of Singapore(“ITA”) and the MAS Circular FDD Cir 11/2018 entitled “Extension of Tax Concessions forPromoting the Debt Market” issued by MAS on 31 May 2018, intended to be “qualifying debtsecurities” for the purpose of the Income Tax Act, Chapter 134 of Singapore, subject to the fulfilmentof certain conditions more particularly described in the section “Taxation — Singapore Taxation”.

However, there is no assurance that such Notes will continue to enjoy the tax concessions inconnection therewith should the relevant tax laws or MAS circulars be amended or revoked at anytime.

Risks related to the structure of a particular issue of Instruments

A wide range of Instruments may be issued under the Programme. A number of these Instruments mayhave features which contain particular risks for potential investors. Set out below is a description ofthe most common such features, distinguishing between factors which may occur in relation to anyInstruments and those which might occur in relation to certain types of Instruments:

If the relevant Issuer has the right to redeem any Instruments at its option, this may limit the marketvalue of the Instruments concerned and an investor may not be able to reinvest the redemptionproceeds in a manner which achieves a similar effective return.

An optional redemption feature of any Instruments is likely to limit their market value. During anyperiod when the relevant Issuer may elect to redeem such Instruments, the market value of thoseInstruments generally will not rise substantially above the price at which they can be redeemed. Thismay also be true prior to any redemption period.

The relevant Issuer may be expected to redeem Instruments when its cost of borrowing is lower thanthe interest rate on the Notes or the rate of distribution on the Securities. At those times, an investorgenerally would not be able to reinvest the redemption proceeds at an effective interest rate as highas the interest rate on the Notes or the rate of distribution on the Securities being redeemed and mayonly be able to do so at a significantly lower rate. Potential investors should consider reinvestmentrisk in light of other investments available at that time.

Instruments which are issued at a substantial discount or premium may experience price volatility inresponse to changes in market interest rates.

The market values of securities issued at a substantial discount (such as Zero Coupon Notes) orpremium to their principal amount tend to fluctuate more in relation to general changes in interestrates than do prices for more conventional interest-bearing securities. Generally, the longer theremaining terms of such securities, the greater the price volatility as compared to more conventionalinterest-bearing securities with comparable maturities.

Risks applicable to Securities

Securities may be issued for which investors have no right to require redemption.

Securities may be issued by the relevant Issuer under the Programme. Securities have no fixed finalmaturity date. Holders of Securities have no right to require the relevant Issuer to redeem Securitiesat any time, and an investor who acquires Securities may only dispose of such Securities by sale.Holders of Securities who wish to sell their Securities may be unable to do so at a price at or abovethe amount they have paid for them, or at all. Therefore, holders of Securities should be aware thatthey may be required to bear the financial risks of an investment in Securities for an indefinite periodof time.

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If specified in the applicable Pricing Supplement, holders of Securities may not receive Distributionpayments if the relevant Issuer elects to defer Distribution payments.

If Distribution Deferral is specified as being applicable in the applicable Pricing Supplement, therelevant Issuer may, at its sole discretion, elect to defer any scheduled distribution (in whole or inpart) on the Securities for any period of time. The relevant Issuer may be subject to certain restrictionsin relation to the payment of dividends on its junior or parity obligations and the redemption andrepurchase of its junior or parity obligations until any Arrears of Distribution (as defined in theConditions of the Securities) and any Additional Distribution Amounts (as defined in the Conditionsof the Securities) are satisfied. The relevant Issuer is not subject to any limits as to the number oftimes distributions can be deferred pursuant to the Conditions of the Securities subject to compliancewith the foregoing restrictions. Distributions may be cumulative or non-cumulative, as will be set outin the applicable Pricing Supplement. The relevant Issuer may defer its payment for an indefiniteperiod of time by delivering the relevant deferral notices to the holders, and holders have no rightsto claim any distribution, Arrears of Distribution or Additional Distribution Amount if there is sucha deferral. Investors should be aware that the interests of the relevant Issuer may be different to theinterests of the holders of Securities.

If specified in the applicable Pricing Supplement, the Securities may be redeemed at the relevantIssuer’s option at date(s) specified in the applicable Pricing Supplement or on the occurrence ofcertain other events.

The Conditions of the Securities provide that the Securities may, if Redemption at the Option of therelevant Issuer is specified as being applicable in the applicable Pricing Supplement, be redeemed atthe option of the relevant Issuer on certain date(s) specified in the applicable Pricing Supplement atthe amount specified in the applicable Pricing Supplement.

In addition, the relevant Issuer may also have the right (but not the obligation) to redeem the Securitiesat an amount specified in the applicable Pricing Supplement upon the occurrence of a Withholding TaxEvent (as described in Condition 7(b) of the Securities), at the option of the relevant Issuer (in thecircumstances described in Condition 7(c) of the Securities), upon the occurrence of a Capital Event(as defined in Condition 7(d) of the Securities), upon the occurrence of a Tax Deductibility Event (asdefined in Condition 7(e) of the Securities), upon the occurrence of an Accounting Event (as definedin Condition 7(f) of the Securities), or at the option of the relevant Issuer where the aggregateprincipal amount of the Securities outstanding is less than 10 per cent. of the aggregate principalamount originally issued (details of each case as further set out in Condition 7 of the Securities).

The date on which the relevant Issuer elects to redeem the Securities may not accord with thepreference of individual holders of Securities. This may be disadvantageous to holders of Securitiesin light of market conditions or the individual circumstances of a holder of Securities. In addition, aninvestor may not be able to reinvest the redemption proceeds in comparable securities at an effectivedistribution rate at the same level as that of the Securities.

There are limited remedies for default under the Securities.

Any scheduled distribution will not be due if the relevant Issuer elects to defer that distributionpursuant to the Conditions of the Securities. Notwithstanding any of the provisions relating tonon-payment defaults, the right to institute Winding-Up (as defined in the Conditions of theSecurities) proceedings is limited to circumstances where the relevant Issuer fails to make the paymentin respect of the Securities within seven days of the due date of payment thereof or failing to makepayment in respect of any distribution or other amounts (other than principal) payable by it under anyof the Securities within fourteen days of the due date for payment thereof. Subject to the Conditionsof the Securities, the only remedy against the relevant Issuer available to any holder of Securities forrecovery of amounts in respect of the Securities following the occurrence of a payment default after

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any sum becomes due in respect of the Securities will be proving in such Winding-Up and/or claimingin the liquidation of the relevant Issuer and (in the case of Guaranteed Securities) the Company inrespect of any payment obligations of the relevant Issuer or, as the case may be, the Company arisingfrom the Securities.

The relevant Issuer may raise or redeem other capital which affects the price of the Securities.

The relevant Issuer may raise additional capital through the issue of other securities or other means.There is no restriction, contractual or otherwise, on the amount of securities or other liabilities whichthe relevant Issuer may issue or incur and which rank senior to, or pari passu with, the Securities.Similarly, subject to compliance with the Conditions of the Securities, the relevant Issuer may redeemsecurities that rank junior to, pari passu with, or senior to the Securities. The issue of any suchsecurities or the incurrence of any such other liabilities or the redemption of any such securities mayreduce the amount (if any) recoverable by holders of Securities on a Winding-Up of the relevantIssuer, and may increase the likelihood of a deferral of distribution under the Securities. The issue ofany such securities or the incurrence of any such other liabilities or the redemption of any suchsecurities might also have an adverse impact on the trading price of the Securities and/or the abilityof holders of Securities to sell their Securities.

Tax treatment of the Securities is unclear.

It is not clear whether any particular tranche of the Securities (the “Relevant Tranche of theSecurities”) will be regarded as debt securities by the Inland Revenue Authority of Singapore(“IRAS”) for the purposes of the ITA and whether the tax concessions available for qualifying debtsecurities under the qualifying debt securities scheme (as set out in “Taxation — Singapore Taxation”)would apply to the Relevant Tranche of the Securities.

If the Relevant Tranche of the Securities is not regarded as debt securities for the purposes of the ITAand holders thereof are not eligible for the tax concessions under the qualifying debt securitiesscheme, the tax treatment to holders may differ. Investors and holders of the Relevant Tranche of theSecurities should consult their own accounting and tax advisers regarding the Singapore income taxconsequences of their acquisition, holding and disposal of the Relevant Tranche of the Securities.

The Subordinated Securities are unsecured and subordinated obligations.

The obligations of the relevant Issuer under the Subordinated Securities will constitute unsecured andsubordinated obligations of the relevant Issuer. In the event of the Winding-Up of the relevant Issuer,the rights of the holders of Subordinated Securities to receive payments in respect of the SubordinatedSecurities will rank senior to the holders of all Junior Obligations and pari passu with the claims ofany Parity Creditors or holders of all Parity Obligations, but junior to the claims of all other creditors,including, for the avoidance of doubt, the holders of any Senior Securities and/or Notes. In the eventof a shortfall of funds or a Winding-Up, there is a real risk that an investor in the SubordinatedSecurities will lose all or some of its investment and will not receive a full return of the principalamount or any unpaid Arrears of Distribution, Additional Distribution Amounts or accruedDistribution.

Further, subject to the limit on the aggregate principal amount of Securities that can be issued underthe Programme (which can be amended from time to time by the relevant Issuer without the consentof the Securityholders), there is no restriction on the amount of unsubordinated securities or otherliabilities which the relevant Issuer may issue or incur and which rank senior to, or pari passu with,the Securities. The issue of any such securities or the incurrence of any such other liabilities mayreduce the amount (if any) recoverable by holders of Securities on a winding-up of the relevant Issuerand/or may increase the likelihood of a non-payment under the Securities.

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Risks related to the market generally

Set out below is a brief description of the material market risks, including liquidity risk, exchange raterisk, interest-rate risk and credit risk:

An active secondary market in respect of the Instruments may never be established or may beilliquid and this would adversely affect the value at which an investor could sell his Instruments.

Instruments may have no established trading market when issued, and one may never develop. If amarket does develop, it may not be very liquid. Therefore, investors may not be able to sell theirInstruments easily or at prices that will provide them with a yield comparable to similar investmentsthat have a developed secondary market. This is particularly the case for Instruments that areespecially sensitive to interest rate, currency or market risks, are designed for specific investmentobjectives or strategies or have been structured to meet the investment requirements of limitedcategories of investors. These types of Instruments generally would have a more limited secondarymarket and more price volatility than conventional debt securities.

If an investor holds Instruments which are not denominated in the investor’s home currency, he willbe exposed to movements in exchange rates adversely affecting the value of his holding. In addition,the imposition of exchange controls in relation to any Instruments could result in an investor notreceiving payments on those Instruments.

The relevant Issuer will pay principal and interest on the Notes and principal and distributions on theSecurities in the Specified Currency. This presents certain risks relating to currency conversions if aninvestor’s financial activities are denominated principally in a currency or currency unit (the“Investor’s Currency”) other than the Specified Currency. These include the risk that exchange ratesmay significantly change (including changes due to devaluation of the Specified Currency orrevaluation of the Investor’s Currency) and the risk that authorities with jurisdiction over theInvestor’s Currency may impose or modify exchange controls. An appreciation in the value of theInvestor’s Currency relative to the Specified Currency would decrease (1) the Investor’sCurrency-equivalent yield on the Instruments, (2) the Investor’s Currency-equivalent value of theprincipal payable on the Instruments and (3) the Investor’s Currency-equivalent market value of theInstruments.

Government and monetary authorities may impose (as some have done in the past) exchange controlsthat could adversely affect an applicable exchange rate or the ability of the relevant Issuer to makepayments in respect of the Instruments. As a result, investors may receive less interest, distributionor principal than expected, or no interest, distribution or principal.

The value of Fixed Rate Instruments may be adversely affected by movements in market interestrates.

Investment in Fixed Rate Instruments involves the risk that if market interest rates subsequentlyincrease above the rates paid on the Fixed Rate Instruments, this will adversely affect the value of theFixed Rate Instruments.

Credit ratings assigned to the relevant Issuer or any Instruments may not reflect all the risksassociated with an investment in those Instruments.

One or more independent credit rating agencies may assign credit ratings to the relevant Issuer or theInstruments. The ratings may not reflect the potential impact of all risks related to structure, market,additional factors discussed above, and other factors that may affect the value of the Instruments. Acredit rating is not a recommendation to buy, sell or hold securities and may be revised, suspended orwithdrawn by the rating agency at any time.

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FORM OF THE NOTES

The Notes of each Series will be in either bearer form, with or without interest coupons attached, orregistered form, without coupons attached. Notes (whether in bearer or registered form) will be issuedoutside the United States in reliance on Regulation S under the Securities Act (“Regulation S”).

Bearer Notes

Each Tranche of Bearer Notes will be in bearer form and will be initially issued in the form of atemporary global note (a “Temporary Global Note”) or, if so specified in the applicable PricingSupplement, a permanent global note (a “Permanent Global Note” and, together with the TemporaryGlobal Notes, each a “Bearer Global Note”) which, will be delivered on or prior to the original issuedate of the Tranche to (i) a common depositary (the “Common Depositary”) for Euroclear andClearstream Luxembourg or (ii) CDP.

Whilst any Bearer Note is represented by a Temporary Global Note, payments of principal, interest (ifany) and any other amount payable in respect of the Notes due prior to the Bearer Note Exchange Date(as defined below) will be made against presentation of the Temporary Bearer Global Note only to theextent that certification (in a form to be provided) to the effect that the beneficial owners of interestsin such Bearer Note are not U.S. persons or persons who have purchased for resale to any U.S. person,as required by U.S. Treasury regulations, has been received by Euroclear and/or ClearstreamLuxembourg and/or CDP and (in the case of a Temporary Bearer Global Note delivered to a CommonDepositary for Euroclear and Clearstream Luxembourg) Euroclear and/or Clearstream Luxembourghas given a like certification (based on the certifications it has received) to the Principal Paying Agent.

On and after the date (the “Bearer Note Exchange Date”) which is 40 days after a Temporary GlobalNote is issued, interests in such Temporary Global Note will be exchangeable (free of charge) upona request as described therein either for (a) interests in a Permanent Global Note of the same Seriesor (b) for definitive Bearer Notes of the same Series with, where applicable, receipts, interest couponsand talons attached (as indicated in the applicable Pricing Supplement and subject, in the case ofdefinitive Bearer Notes, to such notice period as is specified in the applicable Pricing Supplement),in each case against certification of beneficial ownership as described above unless such certificationhas already been given, provided that the purchasers in the United States and certain U.S. personswill not be able to receive definitive Bearer Notes. The holder of a Temporary Global Note will notbe entitled to collect any payment of interest, principal or other amount due on or after the ExchangeDate unless, upon due certification, exchange of the Temporary Global Note for an interest in aPermanent Global Note or for definitive Bearer Notes is improperly withheld or refused.

Payments of principal, interest (if any) or any other amounts on a Permanent Global Note will be madethrough Euroclear and/or Clearstream Luxembourg and/or CDP against presentation or surrender (asthe case may be) of the Permanent Global Note without any requirement for certification.

The applicable Pricing Supplement will specify that a Permanent Global Note will be exchangeable(free of charge), in whole but not in part, for definitive Bearer Notes with, where applicable, receipts,interest coupons and talons attached only upon the occurrence of an Exchange Event.

For these purposes, “Exchange Event” means:

(a) in the case of Notes cleared through Euroclear and/or Clearstream Luxembourg, that:

(i) an Event of Default (as defined in Condition 13 of the Notes) has occurred and iscontinuing;

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(ii) both Euroclear and Clearstream Luxembourg have closed for business for a continuousperiod of 14 days (other than by reason of holiday, statutory or otherwise) or the relevantclearing system has announced an intention permanently to cease business or has in factdone so and no successor or alternative clearing system satisfactory to the Trustee isavailable; or

(iii) the relevant Issuer has or will become subject to adverse tax consequences which would notbe suffered if the Bearer Notes represented by the Permanent Global Note were representedin definitive form and a certificate to such effect signed by an officer of the relevant Issueris given to the Trustee; and

(b) in the case of Notes cleared through CDP, that:

(i) an event of default, enforcement event or analogous event entitling the Trustee to declarethe Notes to be due and payable as provided in the Conditions of the Notes has occurredand is continuing;

(ii) CDP has closed for business for a continuous period of 14 days (other than by reason ofholiday, statutory or otherwise) or has announced an intention to permanently ceasebusiness and no alternative clearing system is available; or

(iii) CDP has notified the relevant Issuer that it is unable or unwilling to act as depository forthe Notes and to continue performing its duties set out in its terms and conditions for theprovision of depository services, and no alternative clearing system is available.

The relevant Issuer will promptly give notice to Noteholders in accordance with Condition 20 of theNotes if an Exchange Event occurs. In the event of the occurrence of an Exchange Event, CDP orEuroclear and/or Clearstream Luxembourg (acting on the instructions of any holder of an interest insuch Permanent Global Note), or, as the case may be, the Common Depositary acting on their behalf,may give notice to the Principal Paying Agent or the CDP Issuing and Paying Agent (as the case maybe) requesting exchange and, in the event of the occurrence of an Exchange Event as described in(a)(iii) above, the relevant Issuer may also give notice to the Principal Paying Agent requestingexchange. Any such exchange shall occur not later than 45 days after the date of receipt of the firstrelevant notice by the Principal Paying Agent or the CDP Issuing and Paying Agent, as the case maybe.

The following legend will appear on all Bearer Global Notes and all definitive Bearer Notes whichhave an original maturity of more than 365 days and on all receipts and interest coupons relating tosuch Notes:

“ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TOLIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THELIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUECODE”.

The sections referred to provide that United States holders, with certain exceptions, will not beentitled to deduct any loss on Bearer Notes, receipts or interest coupons and will not be entitled tocapital gains treatment of any gain on any sale, disposition, redemption or payment of principal inrespect of such Notes, receipts or interest coupons.

Notes which are represented by a Bearer Global Note will only be transferable in accordance with therules and procedures for the time being of Euroclear, Clearstream Luxembourg or CDP, as the casemay be.

The rights of the holders are set out in and subject to the provisions of the Trust Deed and theConditions.

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Direct Rights in respect of Bearer Global Notes cleared through CDP

Where a Bearer Global Note is cleared through CDP, if an Event of Default as provided in the

Conditions has occurred and is continuing, the Trustee may state in a written notice to the CDP Issuing

and Paying Agent and the relevant Issuer (the “default notice”) that an Event of Default has occurred

and is continuing.

Following the giving of the default notice, the holder of the Notes represented by the Bearer Global

Note cleared through CDP may (subject as provided below) elect that direct rights (“Direct Rights”)

under the provisions of the CDP Deed of Covenant (as defined in the Conditions) shall come into

effect in respect of a nominal amount of Notes up to the aggregate nominal amount in respect of whichsuch default notice has been given. Such election shall be made by notice to the CDP Issuing andPaying Agent and presentation of the Bearer Global Note to or to the order of the CDP Issuing andPaying Agent for reduction of the nominal amount of Notes represented by the Bearer Global Note bysuch amount as may be stated in such notice and by endorsement of the appropriate schedule to theBearer Global Note of the nominal amount of Notes in respect of which Direct Rights have arisenunder the CDP Deed of Covenant. Upon each such notice being given, the Bearer Global Note shallbecome void to the extent of the nominal amount stated in such notice, save to the extent that theappropriate Direct Rights shall fail to take effect. No such election may however be made on or beforethe Exchange Date unless the holder elects in such notice that the exchange for such Notes shall nolonger take place.

Registered Notes

The Registered Notes of each Tranche offered and sold in reliance on Regulation S, which will be soldto persons outside the United States, will be represented by a global note in registered form (a“Registered Global Note”, together with any Bearer Global Note, the “Global Notes”). Beneficialinterests in a Registered Global Note may not be offered or sold within the United States and may notbe held otherwise than through Euroclear or Clearstream Luxembourg or CDP.

Registered Global Notes will be deposited with a Common Depositary for, and registered in the nameof a common nominee of, Euroclear or Clearstream Luxembourg or deposited with CDP or itsnominee, as specified in the applicable Pricing Supplement. Persons holding beneficial interests inRegistered Global Notes will be entitled or required, as the case may be, under the circumstancesdescribed below, to receive physical delivery of definitive Notes in fully registered form.

Payments of principal, interest or any other amount in respect of the Registered Notes in definitiveform will, in the absence of provision to the contrary, be made to the person shown on the Register(as defined in Condition 3(d) of the Notes) as the registered holder of such Registered Global Notes.None of the relevant Issuer, the Trustee, any Paying Agent or the Registrar will have any responsibilityor liability for any aspect of the records relating to, or payments or deliveries made on account of,beneficial ownership interests in the Registered Global Notes or for maintaining, supervising orreviewing any records relating to such beneficial ownership interests.

Payments of principal, interest or any other amount in respect of the Registered Notes in definitiveform will, in the absence of provision to the contrary, be made to the persons shown on the Registeron the relevant Record Date (as defined in Condition 11(f) of the Notes) immediately preceding thedue date for payment in the manner provided in that Condition.

Interests in a Registered Global Note will be exchangeable (free of charge), in whole but not in part,for definitive Registered Notes without receipts, interest coupons or talons attached only upon theoccurrence of an Exchange Event.

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For these purposes, “Exchange Event” means:

(a) in the case of Notes cleared through Euroclear and/or Clearstream Luxembourg, that

(i) an Event of Default has occurred and is continuing;

(ii) both Euroclear and Clearstream Luxembourg have closed for business for a continuousperiod of 14 days (other than by reason of holiday, statutory or otherwise) or haveannounced an intention permanently to cease business or have in fact done so and, in anycase, no successor or alternative clearing system satisfactory to the Trustee is available; or

(iii) the relevant Issuer has or will become subject to adverse tax consequences which would notbe suffered if the Notes represented by the Registered Global Notes were represented indefinitive form and a certificate to such effect signed by an officer of the relevant Issueris given to the Trustee; and

(b) in the case of Notes cleared through CDP, that:

(i) an event of default, enforcement event or analogous event entitling the Trustee to declarethe Notes to be due and payable as provided in the Conditions of the Notes has occurredand is continuing;

(ii) CDP has been closed for business for a continuous period of 14 days (other than by reasonof holiday, statutory or otherwise) or has announced an intention to permanently ceasebusiness and no alternative clearing system is available; or

(iii) CDP has notified the relevant Issuer that it is unable or unwilling to act as depository forthe Notes and to continue performing its duties set out in its terms and conditions for theprovision of depository services, and no alternative clearing system is available.

The relevant Issuer will promptly give notice to Noteholders in accordance with Condition 20 of theNotes if an Exchange Event occurs. In the event of the occurrence of an Exchange Event, CDP orEuroclear and/or Clearstream Luxembourg, or as the case may be, a nominee for the CommonDepositary acting on their behalf (acting on the instructions of any holder of an interest in suchRegistered Global Note), may give notice to the Registrar, requesting exchange and, in the event ofthe occurrence of an Exchange Event as described in (a)(iii) above, the relevant Issuer may also givenotice to the Registrar or the CDP Issuing and Paying Agent requesting exchange. Any such exchangeshall occur not later than ten days after the date of receipt of the first relevant notice by the Registrar,or the CDP Issuing and Paying Agent, as the case may be (the last date for such exchange, the“Registered Note Exchange Date”).

Transfer of Interests

Interests in a Registered Global Note may, subject to compliance with all applicable restrictions, betransferred to a person who wishes to hold such interest in another Registered Global Note. Nobeneficial owner of an interest in a Registered Global Note will be able to transfer such interest,except in accordance with the applicable procedures of Euroclear or Clearstream Luxembourg andCDP, in each case to the extent applicable.

Direct Rights in respect of Registered Global Notes cleared through CDP

Where a Registered Global Note is cleared through CDP, if an Event of Default as provided in theConditions has occurred and is continuing, the Trustee may state in a default notice given to the CDPIssuing and Paying Agent and the relevant Issuer that an Event of Default has occurred and iscontinuing.

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Following the giving of the default notice, the holder of the Notes represented by the Registered

Global Note cleared through CDP may (subject as provided below) elect that Direct Rights under the

provisions of the CDP Deed of Covenant shall come into effect in respect of a nominal amount of

Notes up to the aggregate nominal amount in respect of which such default notice has been given. Such

election shall be made by notice to the CDP Issuing and Paying Agent and presentation of the

Registered Global Note to or to the order of the CDP Issuing and Paying Agent for reduction of the

nominal amount of Notes represented by the Registered Global Note by such amount as may be stated

in such notice and by entry by or on behalf of the Registrar in the Register of the nominal amount of

Notes in respect of which Direct Rights have arisen under the CDP Deed of Covenant. Upon each such

notice being given, the Registered Global Note shall become void to the extent of the nominal amount

stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect. No

such election may however be made on or before the Registered Note Exchange Date unless the holder

elects in such notice that the exchange for such Notes shall no longer take place.

General

Pursuant to the Agency Agreement (as defined under “Terms and Conditions of the Notes”), the

Principal Paying Agent or the CDP Issuing and Paying Agent shall arrange that, where a further

Tranche of Notes is issued which is intended to form a single Series with an existing Tranche of Notes,

the Notes of such further Tranche shall be assigned a common code and ISIN which are different from

the common code, and ISIN assigned to Notes of any other Tranche of the same Series until at least

the expiry of the distribution compliance period (as defined in Regulation S under the Securities Act),

if any, applicable to the Notes of such Tranche.

For so long as any of the Notes is represented by a Global Note held on behalf of Euroclear and/or

Clearstream Luxembourg or CDP, each person (other than Euroclear and/or Clearstream Luxembourg

or CDP or its nominee) who is for the time being shown in the records of Euroclear or of Clearstream

Luxembourg or CDP, as the case may be, as the holder of a particular nominal amount of such Notes

(in which regard any certificate or other document issued by Euroclear or Clearstream Luxembourg

or CDP, as the case may be, as to the nominal amount of such Notes standing to the account of any

person shall be conclusive and binding for all purposes save for manifest error) shall be treated by the

relevant Issuer, the Trustee and the relevant Agents as the holder of such nominal amount of such

Notes for all purposes other than with respect to the payment of principal or interest, and in the case

of Notes cleared through CDP, premium redemption, purchase and/or any other amounts which accrue

or are otherwise payable by the relevant Issuer through CDP, on such nominal amount of such Notes,

for which purpose the bearer of the relevant Bearer Global Note or the registered holder of the relevant

Registered Global Note shall be treated by the relevant Issuer, the Trustee and any relevant Agent as

the holder of such nominal amount of such Notes in accordance with and subject to the terms of the

relevant Global Note and the expressions “Noteholder” and “holder of Notes” and related expressions

shall be construed accordingly.

Any reference herein to Euroclear and/or Clearstream Luxembourg and/or CDP shall, whenever the

context so permits, be deemed to include a reference to any additional or alternative clearing system

specified in the applicable Pricing Supplement.

No Noteholder, Receiptholder or Couponholder shall be entitled to proceed directly against the

relevant Issuer unless the Trustee, having become bound so to proceed, fails to do so within a

reasonable period and the failure shall be continuing.

43

FORM OF PRICING SUPPLEMENT FOR NOTES

Set out below is the form of Pricing Supplement which will be completed for each Tranche of Notesissued under the Programme.

PRIIPS REGULATION/PROHIBITION OF SALES TO EEA RETAIL INVESTORS — The Notesare not intended to be offered, sold or otherwise made available to and should not be offered, sold orotherwise made available to any retail investor in the European Economic Area (“EEA”). For thesepurposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point(11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within themeaning of Directive 2002/92/EC, where that customer would not qualify as a professional client asdefined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined inDirective 2003/71/EC as amended. Consequently no key information document required by Regulation(EU) No 1286/2014 (the “PRIIPs Regulation”) for offering or selling the Notes or otherwise makingthem available to retail investors in the EEA has been prepared and therefore offering or selling theNotes or otherwise making them available to any retail investor in the EEA may be unlawful underthe PRIIPs Regulation.

[MiFID II product governance / Professional investors and ECPs only target market — Solely forthe purposes of [the/each] manufacturer’s product approval process, the target market assessment inrespect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligiblecounterparties and professional clients only, each as defined in [Directive 2014/65/EU (as amended,“MiFID II”); and (ii) all channels for distribution of the Notes to eligible counterparties andprofessional clients are appropriate. Any person subsequently offering, selling or recommending theNotes (a “distributor”) should take into consideration the manufacturer[’s/s’] target marketassessment; however, a distributor subject to MiFID II is responsible for undertaking its own targetmarket assessment in respect of the Notes (by either adopting or refining the manufacturer[’s/s’] targetmarket assessment) and determining appropriate distribution channels.]

Pricing Supplement dated [�]

Surbana Jurong Private Limited / [Subsidiary Issuer]

Issue of [Aggregate Nominal Amount of Series] [Title of Notes]under the U.S.$1,000,000,000 Multicurrency Debt Issuance Programme [Guaranteed by

Surbana Jurong Private Limited]

The document constitutes the Pricing Supplement relating to the issue of the Notes described herein.

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the“Conditions”) set forth in the Offering Circular dated [�]. This Pricing Supplement contains the finalterms of the Notes and must be read in conjunction with such Offering Circular [and the supplementalOffering Circular dated [date]].

[The following alternative language applies if the first tranche of an issue which is being increasedwas issued under an Offering Circular with an earlier date:

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the“Conditions”) set forth in the Offering Circular dated [original date]. This Pricing Supplementcontains the final terms of the Notes and must be read in conjunction with the Offering Circular dated[current date] [and the supplemental Offering Circular dated [�]], save in respect of the Conditionswhich are extracted from the Offering Circular dated [original date] and are attached hereto.]

The Notes have not been, and will not be, registered under the United States Securities Act of 1933,as amended (the “Securities Act”) or with any securities regulatory authority of any state or otherjurisdiction of the United States, and Notes in bearer form are subject to U.S. tax law requirements.

44

The Notes may not be offered, sold or (in the case of Notes in bearer form) delivered within the UnitedStates or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under theSecurities Act (“Regulation S”)) except in certain transactions exempt from the registrationrequirements of the Securities Act.

[Where interest, discount income, prepayment fee, redemption premium or break cost is derived fromany of the Notes by any person who is not resident in Singapore and who carries on any operationsin Singapore through a permanent establishment in Singapore, the tax exemption available forqualifying debt securities (subject to certain conditions and if applicable) under the Income Tax Act,Chapter 134 of Singapore (the “ITA”), shall not apply if such person acquires such Notes using thefunds and profits of such person’s operations through a permanent establishment in Singapore. Anyperson whose interest, discount income, prepayment fee, redemption premium or break cost derivedfrom the Notes is not exempt from tax (including for the reasons described above) shall include suchincome in a return of income made under the ITA.]

[Notification under Section 309B of the SFA: The Notes are prescribed capital markets products (asdefined in the Securities and Futures (Capital Markets Products) Regulations 2018) and ExcludedInvestment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of InvestmentProducts and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).]

[Include whichever of the following apply or specify as “Not Applicable” (N/A). Note that thenumbering should remain as set out below, even if “Not Applicable” is indicated for individualparagraphs or sub-paragraphs. Italics denote guidance for completing the Pricing Supplement.]

1. (i) Issuer: Surbana Jurong Private Limited / [Subsidiary Issuer]

[(ii) Guarantor: (where the Issuer is a Subsidiary Issuer) SurbanaJurong Private Limited]

2. [(i) Series Number:] [�]

[(ii) Tranche Number: [�]

[(ii) Date on which the Notesbecome fungible:

[Not Applicable]/[The Notes shall be consolidated,form a single series and be interchangeable fortrading purposes with the [identify earlier tranches ofNotes] on [[�]/the Issue Date/exchange of theTemporary Global Note for interests in the PermanentGlobal Note, as referred to in paragraph 25 below[which is expected to occur on or about [�]].]

3. Specified Currency or Currencies: [�]

4. Aggregate Nominal Amount: [�]

(i) Series: [�]

(ii) Tranche: [�]

5. Issue Price: [�] per cent. of the Aggregate Nominal Amount [plusaccrued interest from [insert date] (in the case offungible issues only, if applicable)]

6. (i) Specified Denominations: [�]

(ii) Calculation Amount: [�]

45

7. (i) Issue Date: [�]

(ii) Interest Commencement Date: [Specify/Issue Date/Not Applicable]

8. Negative Pledge: [Condition 5(a)]

9. Maturity Date: [Specify date or (for Floating Rate Notes) InterestPayment Date falling in or nearest to the relevantmonth and year]

[If the Maturity Date is less than one year from theIssue Date and either (a) the issue proceeds arereceived by the Issuer in the United Kingdom, or (b)the activity of issuing the Notes is carried on from anestablishment maintained by the Issuer in the UnitedKingdom, (i) the Notes must have a minimumredemption value of £100,000 (or its equivalent inother currencies) and be sold only to “professionalinvestors” or (ii) another applicable exemption fromsection 19 of the FSMA must be available.]

10. Interest Basis: [[�] per cent. Fixed Rate]

[[Specify reference rate] +/- [�] per cent. FloatingRate]

[Zero Coupon]

[Other (Specify)]

(further particulars specified below)

11. Redemption/Payment Basis: Subject to any purchase and cancellation or earlyredemption, the Notes will be redeemed on theMaturity Date at [[�]/[100]] per cent. of theirnominal amount.

[Other (Specify)]

12. Change of Interest or Redemption/Payment Basis:

[Specify details of any provision for convertibility ofthe Notes into another interest orredemption/payment basis][Not Applicable]

13. Put/Call Options: [Redemption for tax reasons]

[Redemption at the option of the Issuer]

[Redemption at the option of the Noteholders]

[(further particulars specified below)]

[Not Applicable]

14. [Date [Board] approval for issuanceof Notes [and Guarantee of the Notes][respectively]] obtained

[�] [and [�], respectively] (N.B. Only relevant whereBoard (or similar) authorisation is required for theparticular tranche of Notes or related Guarantee ofthe Notes)

46

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15. Fixed Rate Note Provisions [Applicable/Not Applicable]

(If not applicable, delete the remainingsub-paragraphs of this paragraph)

(i) Rate[(s)] of Interest: [�] per cent. per annum [payable [annually/semi-annually/quarterly/monthly/ other (specify)] inarrear]

(ii) Interest Payment Date(s): [�] in each year [adjusted in accordance with [specifyBusiness Day Convention and any applicableBusiness Centre(s) for the definition of “BusinessDay”]/not adjusted]

(iii) Fixed Coupon Amount[(s)]: [�] per Calculation Amount

(iv) Broken Amount(s): [�] per Calculation Amount, payable on the InterestPayment Date falling [in/on] [�]

(v) Day Count Fraction: [30/360/Actual/Actual (ICMA/ISDA)/other]

(vi) Other terms relating to themethod of calculating interestfor Fixed Rate Notes:

[Not Applicable/give details]

16. Floating Rate Note Provisions [Applicable/Not Applicable]

(If not applicable, delete the remainingsub-paragraphs of this paragraph)

(i) Interest Period(s): [�]

(ii) Specified Period: [�]

(Specified Period and Specified Interest PaymentDates are alternatives. A Specified Period, ratherthan Specified Interest Payment Dates, will only berelevant if the Business Day Convention is the FRNConvention, Floating Rate Convention or EurodollarConvention. Otherwise, insert “Not Applicable”)

(iii)Specified Interest Payment Dates: [�]

(Specified Period and Specified Interest PaymentDates are alternatives. If the Business DayConvention is the FRN Convention, Floating RateConvention or Eurodollar Convention, insert “NotApplicable”)

(iv) First Interest Payment Date: [�]

(v) Business Day Convention: [Floating Rate Convention/Following Business

47

Day Convention/Modified Following Business DayConvention/Preceding Business DayConvention/FRN Convention/Floating RateConvention/Euroclear Convention/ other (givedetails)][Not Applicable]

(vi) Additional Business Centre(s): [Not Applicable/give details]

(vii) Manner in which the Rate(s) ofInterest is/are to be determined:

[Screen Rate Determination/ISDADetermination/other (give details)]

(viii) Party responsible forcalculating the Rate(s) ofInterest and/or InterestAmount(s) (if not the PrincipalPaying Agent):

[[Name] shall be the Calculation Agent (no need tospecify if the Principal Paying Agent is to performthis function)]

(ix) Screen Rate Determination:

• Reference Rate: [For example, LIBOR, EURIBOR or CNH HIBOR]

• Interest DeterminationDate(s):

[�]

• Relevant Screen Page: [For example, Reuters LIBOR 01/EURIB0R 01]

• Relevant Time: [For example, 11.00 a.m. London time/Brussels time]

• Relevant Financial Centre: [For example, London/Euro-zone (where Euro-zonemeans the region comprised of the countries whoselawful currency is the euro]

(x) ISDA Determination:

• Floating Rate Option: [�]

• Designated Maturity: [�]

• Reset Date: [�]

• [ISDA Definitions [2006]

(xi) [Linear Interpolation: Not Applicable/Applicable — the Rate of Interest forthe [long/short] [first/last] Interest Period shall becalculated using Linear Interpolation (specify foreach short or long interest period)]

(xii) Margin(s): [+/-][�] per cent. per annum

(xiii) Minimum Rate of Interest: [�] per cent. per annum

(xiv) Maximum Rate of Interest: [�] per cent. per annum

(xv) Day Count Fraction: [�]

48

(xvi) Fall back provisions, roundingprovisions, denominator andany other terms relating to themethod of calculating intereston Floating Rate Notes, ifdifferent from those set out inthe Conditions:

[�]

17. Zero Coupon Note Provisions [Applicable/Not Applicable]

(If not applicable, delete the remainingsub-paragraphs of this paragraph)

(i) [Amortisation/Accrual] Yield: [�] per cent. per annum

(ii) Reference Price: [�]

(iii) Day Count Fraction in relationto Early Redemption Amount:

[30/360/Actual/Actual (ICMA/ISDA)/other]

(iv) Any other formula/basis ofdetermining amount payable:

[Consider whether it is necessary to specify a DayCount Fraction for the purposes of Condition 9(h)]

PROVISIONS RELATING TO REDEMPTION

18. Call Option [Applicable/Not Applicable]

(If not applicable, delete the remainingsub-paragraphs of this paragraph)

(i) Optional Redemption Date(s): [�]

(ii) Optional Redemption Amount(Call) of each Note and method,if any, of calculation of suchamount(s):

[�] per Calculation Amount

(iii) If redeemable in part:

(a) Minimum RedemptionAmount:

[�] per Calculation Amount

(b) Maximum RedemptionAmount:

[�] per Calculation Amount

(iv) Notice period: [�]

19. Put Option [Applicable/Not Applicable]

(If not applicable, delete the remainingsub-paragraphs of this paragraph)

(i) Optional Redemption Date(s): [�]

(ii) Optional Redemption Amount(Put) of each Note and method,if any, of calculation of suchamount(s):

[�] per Calculation Amount

(iii) Notice period: [�]

49

20. Final Redemption Amount [�] per Calculation Amount

21. Early Redemption Amount [Not Applicable

Early Redemption Amount(s) perCalculation Amount payable onredemption for taxation reasons, oron event of default or other earlyredemption and/or the method ofcalculating the same (if required orif different from that set out in theConditions):

(If each of the Early Redemption Amount (Tax), andthe Early Termination Amount are the principalamount of the Notes/specify the Early RedemptionAmount (Tax) and/or the Early Termination Amount ifdifferent from the principal amount of the Notes)]

GENERAL PROVISIONS APPLICABLE TO THE NOTES

22. Form of the Notes: Bearer Notes:1

[Temporary Global Note exchangeable for aPermanent Global Note which is exchangeable forDefinitive Notes on [�] days’ notice /in the limitedcircumstances specified in the Permanent GlobalNote]

[Temporary Global Note exchangeable for DefinitiveNotes on [�] days’ notice]

[Permanent Global Note exchangeable for DefinitiveNotes on [�] days’ notice/in the limitedcircumstances specified in the Permanent GlobalNote]

Registered Notes:

[Global Note Certificate exchangeable for IndividualNote Certificates on [�] days’ notice /in the limitedcircumstances described in the Global NoteCertificate]

23. Additional Financial Centre(s) orother special provisions relating topayment dates:

[Not Applicable/give details.]

[Note that this paragraph relates to the date andplace of payment, and not interest period end dates,to which sub paragraph 17(vi) relates]

24. Talons for future Coupons to beattached to Definitive Notes (anddates on which such Talonsmature):

[No/Yes.]

25. Any applicable currency disruption/fallback provisions:

[Not Applicable/Renminbi fallback/give details]

1 Bearer Notes issued in compliance with the D Rules must initially be represented by a Temporary Global Note.

50

26. Other terms or special conditions: [Not Applicable/give details]

LISTING AND ADMISSION TO TRADING

27. Listing/Admission to Trading: [Singapore Exchange Securities TradingLimited/Other (specify)/None] Trading

28. Net Proceeds: [�] (Applicable to listed Notes only)

DISTRIBUTION

29. Method of distribution: [Syndicated/Non-syndicated]

(i) If syndicated, names ofManagers:

[Not Applicable/give names]

(ii) Stabilising Manager(s) (if any): [Not Applicable/give name]

(iii) If non-syndicated, name andaddress of Dealer:

[Not Applicable/give name and address]

30. Total commission and concession: [�] per cent. of the Aggregate Nominal Amount

31. U.S. Selling Restrictions: Reg. S Category [1/2]

(In the case of Bearer Notes) — [C RULES / DRULES / TEFRA not applicable]2

32. Additional selling restrictions: [Not Applicable/give details]

33. Prohibition of sales to EEA investors: [Applicable/Not Applicable]

(If the Notes clearly do not constitute “packaged”products, “Not Applicable” should be specified. If theNotes may constitute “packaged” products and noKID will be prepared, “Applicable” should bespecified.)

OPERATIONAL INFORMATION

34. ISIN Code: [�]

35. Common Code: [�]

36. Any clearing system(s) other thanEuroclear/Luxembourg and CDPand the relevant identificationnumber(s):

[Not Applicable/give name(s) and number(s)]

37. Delivery: Delivery [against/free of] payment

38. Names and addresses of additionalPaying Agent(s) (if any):

[�]/[Not Applicable]

2 TEFRA not applicable may only be used for Registered Notes, or Bearer Notes with a maturity of 365 days or less (takinginto account any unilateral rights to extend or rollover).

51

GENERAL

39. Private Bank Rebate/Commission: [Applicable/Not Applicable]

[(To be included if a PB rebate is paid) In addition,the Issuer has agreed with the Joint Lead Managersthat it will pay a commission to certain private banksin connection with the distribution of the Notes totheir clients. This commission will be based on theprincipal amount of the Notes so distributed, and maybe deducted from the purchase price for the Notespayable by such private banks upon settlement.]

40. The aggregate principal amount ofSecurities issued has beentranslated into U.S. dollars at therate of [�], producing a sum of (forSecurities not denominated in [U.S.dollars]):

[Not Applicable/U.S.$[�]]

[USE OF PROCEEDS

Give details if different from the “Use of Proceeds” section in the Offering Circular.]

[STABILISATION

In connection with this issue, [insert name of Stabilising Manager] (the “Stabilising Manager”) (or

persons acting on behalf of any Stabilising Manager) may over allot Notes or effect transactions with

a view to supporting the market price of the Notes at a level higher than that which might otherwise

prevail. However, stabilisation may not occur. Any stabilisation action may begin on or after the date

on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made

and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the issue

date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant

Tranche of Notes. Any stabilising or over-allotment shall be conducted in accordance with all

applicable laws and rules. Any loss or profit sustained as a consequence of any such over-allotment

or stabilising shall, as against the Issuer and the Guarantor, be for the account of the Stabilising

Manager.]

PURPOSE OF PRICING SUPPLEMENT

This Pricing Supplement comprises the final terms required for issue and admission to trading on the

Singapore Exchange Securities Trading Limited (“SGX-ST”) of the Notes described herein pursuant

to the U.S.$1,000,000,000 Multicurrency Debt Issuance Programme of the Issuer.

52

RESPONSIBILITY

The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions

expressed or reports contained in this Pricing Supplement. The admission of the Notes to the Official

List of the SGX-ST is not to be taken as an indication of the merits of the Issuer[, the Guarantor], the

U.S.$1,000,000,000 Multicurrency Debt Issuance Programme of the Issuer or the Notes.

The Issuer [and the Guarantor each] accepts responsibility for the information contained in this

Pricing Supplement.

Signed on behalf of Surbana Jurong Private Limited / [�] as Issuer:

By:

Duly authorised

Name:

Title:

[Signed on behalf of Surbana Jurong Private Limited as Guarantor:

By:

Duly authorised

Name:

Title: ]

53

FORM OF THE SECURITIES

The Securities of each Series will be in either bearer form, with or without distribution couponsattached, or registered form, without coupons attached. Securities (whether in bearer or registeredform) will be issued outside the United States in reliance on Regulation S under the Securities Act(“Regulation S”).

Bearer Securities

Each Tranche of Bearer Securities will be in bearer form and will be initially issued in the form ofa temporary global perpetual security (a “Temporary Global Security”) or, if so specified in theapplicable Pricing Supplement, a permanent global perpetual security (a “Permanent GlobalSecurity” and, together with the Temporary Global Securities, each a “Bearer Global Security”)which, will be delivered on or prior to the original issue date of the Tranche to (i) a commondepositary (the “Common Depositary”) for Euroclear and Clearstream Luxembourg or (ii) CDP.

Whilst any Bearer Security is represented by a Temporary Global Security, payments of principal,distribution (if any) and any other amount payable in respect of the Securities due prior to the BearerSecurity Exchange Date (as defined below) will be made against presentation of the Temporary BearerGlobal Security only to the extent that certification (in a form to be provided) to the effect that thebeneficial owners of interests in such Bearer Security are not U.S. persons or persons who havepurchased for resale to any U.S. person, as required by U.S. Treasury regulations, has been receivedby Euroclear and/or Clearstream Luxembourg and/or CDP and (in the case of a Temporary BearerGlobal Security delivered to a Common Depositary for Euroclear and Clearstream Luxembourg)Euroclear and/or Clearstream Luxembourg has given a like certification (based on the certificationsit has received) to the Principal Paying Agent.

On and after the date (the “Bearer Security Exchange Date”) which is 40 days after a TemporaryGlobal Security is issued, interests in such Temporary Global Security will be exchangeable (free ofcharge) upon a request as described therein either for (a) interests in a Permanent Global Security ofthe same Series or (b) for definitive Bearer Securities of the same Series with, where applicable,receipts, distribution coupons and talons attached (as indicated in the applicable Pricing Supplementand subject, in the case of definitive Bearer Securities, to such notice period as is specified in theapplicable Pricing Supplement), in each case against certification of beneficial ownership as describedabove unless such certification has already been given, provided that the purchasers in the UnitedStates and certain U.S. persons will not be able to receive definitive Bearer Securities. The holder ofa Temporary Global Security will not be entitled to collect any payment of distribution, principal orother amount due on or after the Exchange Date unless, upon due certification, exchange of theTemporary Global Security for an interest in a Permanent Global Security or for definitive BearerSecurities is improperly withheld or refused.

Payments of principal, distribution (if any) or any other amounts on a Permanent Global Security willbe made through Euroclear and/or Clearstream Luxembourg and/or CDP against presentation orsurrender (as the case may be) of the Permanent Global Security without any requirement forcertification.

The applicable Pricing Supplement will specify that a Permanent Global Security will be exchangeable(free of charge), in whole but not in part, for definitive Bearer Securities with, where applicable,receipts, distribution coupons and talons attached only upon the occurrence of an Exchange Event.

For these purposes, “Exchange Event” means:

(a) in the case of Securities cleared through Euroclear and/or Clearstream Luxembourg, that:

(i) an Enforcement Event (as defined in Condition 5(b)(ii) of the Securities) has occurred andis continuing;

54

(ii) both Euroclear and Clearstream Luxembourg have closed for business for a continuousperiod of 14 days (other than by reason of holiday, statutory or otherwise) or the relevantclearing system has announced an intention permanently to cease business or has in factdone so and no successor or alternative clearing system satisfactory to the Trustee isavailable; or

(iii) the relevant Issuer has or will become subject to adverse tax consequences which would notbe suffered if the Bearer Securities represented by the Permanent Global Security wererepresented in definitive form and a certificate to such effect signed by an officer of therelevant Issuer is given to the Trustee; and

(b) in the case of Securities cleared through CDP, that:

(i) an event of default, enforcement event or analogous event entitling the Trustee to declarethe Securities to be due and payable as provided in the Conditions of the Securities hasoccurred and is continuing;

(ii) CDP has closed for business for a continuous period of 14 days (other than by reason ofholiday, statutory or otherwise) or has announced an intention permanently to ceasebusiness and no alternative clearing system is available; or

(iii) CDP has notified the relevant Issuer that it is unable or unwilling to act as depository forthe Securities and to continue performing its duties set out in its terms and conditions forthe provision of depository services, and no alternative clearing system is available.

The relevant Issuer will promptly give notice to Securityholders in accordance with Condition 18 ofthe Securities if an Exchange Event occurs. In the event of the occurrence of an Exchange Event, CDPor Euroclear and/or Clearstream Luxembourg (acting on the instructions of any holder of an interestin such Permanent Global Security), or, as the case may be, the Common Depositary acting on theirbehalf, may give notice to the Principal Paying Agent or the CDP Issuing and Paying Agent (as thecase may be) requesting exchange and, in the event of the occurrence of an Exchange Event asdescribed in (a)(iii) above, the relevant Issuer may also give notice to the Principal Paying Agentrequesting exchange. Any such exchange shall occur not later than 45 days after the date of receiptof the first relevant notice by the Principal Paying Agent or the CDP Issuing and Paying Agent, as thecase may be.

The following legend will appear on all Bearer Global Securities and all definitive Bearer Securitieswhich have an original maturity of more than 365 days and on all receipts and distribution couponsrelating to such Securities:

“ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TOLIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THELIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUECODE”.

The sections referred to provide that United States holders, with certain exceptions, will not beentitled to deduct any loss on Bearer Securities, receipts or distribution coupons and will not beentitled to capital gains treatment of any gain on any sale, disposition, redemption or payment ofprincipal in respect of such Securities, receipts or distribution coupons.

Securities which are represented by a Bearer Global Security will only be transferable in accordancewith the rules and procedures for the time being of Euroclear, Clearstream Luxembourg or CDP, as thecase may be.

Direct Rights in respect of Bearer Global Securities cleared through CDP

Where a Bearer Global Security is cleared through CDP, if an Enforcement Event as provided in theConditions has occurred and is continuing, the Trustee may state in a written notice to the CDP Issuingand Paying Agent and the relevant Issuer (the “default notice”) that an Enforcement Event hasoccurred and is continuing.

55

Following the giving of the default notice, the holder of the Securities represented by the Bearer

Global Security cleared through CDP may (subject as provided below) elect that direct rights (“DirectRights”) under the provisions of the CDP Deed of Covenant (as defined in the Conditions) shall come

into effect in respect of a nominal amount of Securities up to the aggregate nominal amount in respectof which such default notice has been given. Such election shall be made by notice to the CDP Issuingand Paying Agent and presentation of the Bearer Global Security to or to the order of the CDP Issuingand Paying Agent for reduction of the nominal amount of Securities represented by the Bearer GlobalSecurity by such amount as may be stated in such notice and by endorsement of the appropriateschedule to the Bearer Global Security of the nominal amount of Securities in respect of which DirectRights have arisen under the CDP Deed of Covenant. Upon each such notice being given, the BearerGlobal Security shall become void to the extent of the nominal amount stated in such notice, save tothe extent that the appropriate Direct Rights shall fail to take effect. No such election may howeverbe made on or before the Exchange Date unless the holder elects in such notice that the exchange forsuch Securities shall no longer take place.

Registered Securities

The Registered Securities of each Tranche offered and sold in reliance on Regulation S, which willbe sold to persons outside the United States., will initially be represented by a global perpetualsecurity in registered form (a “Registered Global Security”, together with any Bearer GlobalSecurity, the “Global Securities”). Beneficial interests in a Registered Global Security may not beoffered or sold within the United States and may not be held otherwise than through Euroclear orClearstream Luxembourg or CDP.

Registered Global Securities will be deposited with a Common Depositary for, and registered in thename of a common nominee of, Euroclear or Clearstream Luxembourg or deposited with CDP or itsnominee, as specified in the applicable Pricing Supplement. Persons holding beneficial interests inRegistered Global Securities will be entitled or required, as the case may be, under the circumstancesdescribed below, to receive physical delivery of definitive Securities in fully registered form.

Payments of principal, distribution or any other amount in respect of the Registered Securities indefinitive form will, in the absence of provision to the contrary, be made to the person shown on theRegister (as defined in Condition 3(d) of the Securities) as the registered holder of such RegisteredGlobal Securities. None of the relevant Issuer, the Trustee, any Paying Agent or the Registrar will haveany responsibility or liability for any aspect of the records relating to, or payments or deliveries madeon account of, beneficial ownership interests in the Registered Global Securities or for maintaining,supervising or reviewing any records relating to such beneficial ownership interests.

Payments of principal, distribution or any other amount in respect of the Registered Securities indefinitive form will, in the absence of provision to the contrary, be made to the persons shown on theRegister on the relevant Record Date (as defined in Condition 9(f) of the Securities) immediatelypreceding the due date for payment in the manner provided in that Condition.

Interests in a Registered Global Security will be exchangeable (free of charge), in whole but not inpart, for definitive Registered Securities without receipts, distribution coupons or talons attached onlyupon the occurrence of an Exchange Event.

For these purposes, “Exchange Event” means:

(a) in the case of Securities cleared through Euroclear and/or Clearstream Luxembourg, that

(i) an Enforcement Event has occurred and is continuing;

56

(ii) both Euroclear and Clearstream Luxembourg have closed for business for a continuousperiod of 14 days (other than by reason of holiday, statutory or otherwise) or haveannounced an intention permanently to cease business or have in fact done so and, in anycase, no successor or alternative clearing system satisfactory to the Trustee is available; or

(iii) the relevant Issuer has or will become subject to adverse tax consequences which would notbe suffered if the Securities represented by the Registered Global Securities wererepresented in definitive form and a certificate to such effect signed by an officer of therelevant Issuer is given to the Trustee; and

(b) in the case of Securities cleared through CDP, that:

(i) an event of default, enforcement event or analogous event entitling the Trustee to declarethe Securities to be due and payable as provided in the Conditions of the Securities hasoccurred and is continuing;

(ii) CDP has been closed for business for a continuous period of 14 days (other than by reasonof holiday, statutory or otherwise) or has announced an intention permanently to ceasebusiness and no alternative clearing system is available; or

(iii) CDP has notified the relevant Issuer that it is unable or unwilling to act as depository forthe Securities and to continue performing its duties set out in its terms and conditions forthe provision of depository services, and no alternative clearing system is available.

The relevant Issuer will promptly give notice to Securityholders in accordance with Condition 18 ofthe Securities if an Exchange Event occurs. In the event of the occurrence of an Exchange Event, CDPor Euroclear and/or Clearstream Luxembourg, or as the case may be, a nominee for the CommonDepositary acting on their behalf (acting on the instructions of any holder of an interest in suchRegistered Global Security), may give notice to the Registrar, requesting exchange and, in the eventof the occurrence of an Exchange Event as described in (a)(iii) above, the relevant Issuer may alsogive notice to the Registrar or the CDP Issuing and Paying Agent requesting exchange. Any suchexchange shall occur not later than ten days after the date of receipt of the first relevant notice by theRegistrar, or the CDP Issuing and Paying Agent, as the case may be (the last date for such exchange,the “Registered Security Exchange Date”).

Transfer of Interests

Interests in a Registered Global Security may, subject to compliance with all applicable restrictions,be transferred to a person who wishes to hold such interest in another Registered Global Security. Nobeneficial owner of an interest in a Registered Global Security will be able to transfer such interest,except in accordance with the applicable procedures of Euroclear or Clearstream Luxembourg andCDP, in each case to the extent applicable.

Direct Rights in respect of Registered Global Securities cleared through CDP

Where a Registered Global Security is cleared through CDP, if an Enforcement Event as provided inthe Conditions has occurred and is continuing, the Trustee may state in a default notice given to theCDP Issuing and Paying Agent and the relevant Issuer that an Enforcement Event has occurred and iscontinuing.

Following the giving of the default notice, the holder of the Securities represented by the RegisteredGlobal Security cleared through CDP may (subject as provided below) elect that Direct Rights underthe provisions of the CDP Deed of Covenant shall come into effect in respect of a nominal amount ofSecurities up to the aggregate nominal amount in respect of which such default notice has been given.Such election shall be made by notice to the CDP Issuing and Paying Agent and presentation of theRegistered Global Security to or to the order of the CDP Issuing and Paying Agent for reduction of

57

the nominal amount of Securities represented by the Registered Global Security by such amount as

may be stated in such notice and by entry by or on behalf of the Registrar in the Register of the

nominal amount of Securities in respect of which Direct Rights have arisen under the CDP Deed of

Covenant. Upon each such notice being given, the Registered Global Security shall become void to

the extent of the nominal amount stated in such notice, save to the extent that the appropriate Direct

Rights shall fail to take effect. No such election may however be made on or before the Registered

Security Exchange Date unless the holder elects in such notice that the exchange for such Securities

shall no longer take place.

General

Pursuant to the Agency Agreement, the Principal Paying Agent or the CDP Issuing and Paying Agent

shall arrange that, where a further Tranche of Securities is issued which is intended to form a single

Series with an existing Tranche of Securities, the Securities of such further Tranche shall be assigned

a common code and ISIN which are different from the common code, and ISIN assigned to Securities

of any other Tranche of the same Series until at least the expiry of the distribution compliance period

(as defined in Regulation S under the Securities Act), if any, applicable to the Securities of such

Tranche.

For so long as any of the Securities is represented by a Global Security held on behalf of Euroclear

and/or Clearstream Luxembourg or CDP, each person (other than Euroclear and/or Clearstream

Luxembourg or CDP or its nominee) who is for the time being shown in the records of Euroclear or

of Clearstream Luxembourg or CDP, as the case may be, as the holder of a particular nominal amount

of such Securities (in which regard any certificate or other document issued by Euroclear and/or

Clearstream Luxembourg or CDP, as the case may be, as to the nominal amount of such Securities

standing to the account of any person shall be conclusive and binding for all purposes save for

manifest error) shall be treated by the relevant Issuer, the Trustee and the relevant Agents as the holder

of such nominal amount of such Securities for all purposes other than with respect to the payment of

principal or distribution, and in the case of Securities cleared through CDP, premium redemption,

purchase and/or any other amounts which accrue or are otherwise payable by the relevant Issuer

through CDP, on such nominal amount of such Securities, for which purposes the bearer of the relevant

Bearer Global Security or the registered holder of the relevant Registered Global Security shall be

treated by the relevant Issuer, the Trustee and any relevant Agent as the holder of such nominal amount

of such Securities in accordance with and subject to the terms of the relevant Global Security and the

expressions “Securityholder” and “holder of Securities” and related expressions shall be construed

accordingly.

Any reference herein to Euroclear and/or Clearstream Luxembourg and/or CDP shall, whenever the

context so permits, be deemed to include a reference to any additional or alternative clearing system

specified in the applicable Pricing Supplement.

No Securityholder, Receiptholder or Couponholder shall be entitled to proceed directly against the

relevant Issuer unless the Trustee, having become bound so to proceed, fails to do so within a

reasonable period and the failure shall be continuing.

58

FORM OF PRICING SUPPLEMENT FOR SECURITIES

Set out below is the form of Pricing Supplement which will be completed for each Tranche of Securitiesissued under the Programme.

PRIIPS REGULATION/PROHIBITION OF SALES TO EEA RETAIL INVESTORS — TheSecurities are not intended to be offered, sold or otherwise made available to and should not beoffered, sold or otherwise made available to any retail investor in the European Economic Area(“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retailclient as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii)a customer within the meaning of Directive 2002/92/EC, where that customer would not qualify as aprofessional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investoras defined in Directive 2003/71/EC as amended. Consequently no key information document requiredby Regulation (EU) No 1286/2014 (the “PRIIPs Regulation”) for offering or selling the Securities orotherwise making them available to retail investors in the EEA has been prepared and thereforeoffering or selling the Securities or otherwise making them available to any retail investor in the EEAmay be unlawful under the PRIIPs Regulation.

[MiFID II product governance / Professional investors and ECPs only target market — Solely forthe purposes of [the/each] manufacturer’s product approval process, the target market assessment inrespect of the Securities has led to the conclusion that: (i) the target market for the Securities iseligible counterparties and professional clients only, each as defined in [Directive 2014/65/EU (asamended, “MiFID II”)]/[MiFID II]; and (ii) all channels for distribution of the Securities to eligiblecounterparties and professional clients are appropriate. Any person subsequently offering, selling orrecommending the Securities (a “distributor”) should take into consideration the manufacturer[’s/s’]target market assessment; however, a distributor subject to MiFID II is responsible for undertaking itsown target market assessment in respect of the Securities (by either adopting or refining themanufacturer[’s/s’] target market assessment) and determining appropriate distribution channels.]

Pricing Supplement dated [�]

Surbana Jurong Private Limited / [Subsidiary Issuer]

Issue of [Aggregate Nominal Amount of Series] [Title of Securities]under the U.S.$1,000,000,000 Multicurrency Debt Issuance Programme [Guaranteed by

Surbana Jurong Private Limited]

The document constitutes the Pricing Supplement relating to the issue of the Securities describedherein.

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the“Conditions”) set forth in the Offering Circular dated [�]. This Pricing Supplement contains the finalterms of the Securities and must be read in conjunction with such Offering Circular [and thesupplemental Offering Circular dated [date]].

[The following alternative language applies if the first tranche of an issue which is being increasedwas issued under an Offering Circular with an earlier date:

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the“Conditions”) set forth in the Offering Circular dated [original date]. This Pricing Supplementcontains the final terms of the Securities and must be read in conjunction with the Offering Circulardated [current date] [and the supplemental Offering Circular dated [�]], save in respect of theConditions which are extracted from the Offering Circular dated [original date] and are attachedhereto.]

59

The Securities have not been, and will not be, registered under the United States Securities Act of1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state orother jurisdiction of the United States, and Securities in bearer form are subject to U.S. tax lawrequirements. The Securities may not be offered, sold or (in the case of Securities in bearer form)delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined inRegulation S under the Securities Act (“Regulation S”)) except in certain transactions exempt fromthe registration requirements of the Securities Act.

[Where interest, discount income, prepayment fee, redemption premium or break cost is derived fromany of the Securities by any person who is not resident in Singapore and who carries on any operationsin Singapore through a permanent establishment in Singapore, the tax exemption available forqualifying debt securities (subject to certain conditions and if applicable) under the Income Tax Act,Chapter 134 of Singapore (the “ITA”), shall not apply if such person acquires such Securities usingthe funds and profits of such person’s operations through a permanent establishment in Singapore. Anyperson whose interest, discount income, prepayment fee, redemption premium or break cost derivedfrom the Securities is not exempt from tax (including for the reasons described above) shall includesuch income in a return of income made under the ITA.]

[An advance tax ruling will be requested from the Inland Revenue Authority of Singapore (“IRAS”)to confirm, amongst other things, whether the IRAS would regard the Securities as “debt securities”for the purposes of the Income Tax Act, Chapter 134 of Singapore (“Income Tax Act”) and thedistributions (including Arrears of Distribution and any Additional Distribution Amounts) made underthe Securities as interest payable on indebtedness such that holders of the Securities may enjoy the taxconcessions and exemptions available for qualifying debt securities under the qualifying debtsecurities scheme, as set out in the section “Taxation - Singapore Taxation” of the Offering Circularprovided that the relevant conditions are met.

There is no guarantee that a favourable ruling will be obtained from the IRAS. In addition, noassurance is given that the Issuer (as defined below) can provide all information or documentsrequested by IRAS for the purpose of the ruling request, and a ruling may not therefore be issued. Ifthe Securities are not regarded as debt securities for the purposes of the Income Tax Act and/or holdersthereof are not eligible for the tax concessions under the qualifying debt securities scheme, the taxtreatment to holders may differ.

No assurance, warranty or guarantee is given on the tax treatment to holders of the Securities inrespect of the distributions payable to them (including Arrears of Distribution and AdditionalDistribution Amounts). Investors should therefore consult their own accounting and tax advisersregarding the Singapore income tax consequence of their acquisition, holding and disposal of theSecurities.]

[Notification under Section 309B of the SFA: The Securities are prescribed capital markets products(as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and ExcludedInvestment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of InvestmentProducts and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).]

[Include whichever of the following apply or specify as “Not Applicable” (N/A). Note that thenumbering should remain as set out below, even if “Not Applicable” is indicated for individualparagraphs or sub-paragraphs. Italics denote guidance for completing the Pricing Supplement.]

1. (i) Issuer: Surbana Jurong Private Limited / [Subsidiary Issuer]

[(ii) Guarantor: (where the Issuer is a Subsidiary Issuer) SurbanaJurong Private Limited]

2. (i) Series Number: [�]

60

(ii) Tranche Number: [�]

[(iii) Date on which the Securitiesbecome fungible:

[Not Applicable] / [The Securities shall beconsolidated, form a single series and beinterchangeable for trading purposes with the[identify earlier tranches of Securities] on [[�]/theIssue Date/exchange of the Temporary GlobalSecurity for interests in the Permanent GlobalSecurity, as referred to in paragraph [24] below[which is expected to occur on or about [�]].]

3. Specified Currency or Currencies: [�]

4. Aggregate Nominal Amount: [�]

(i) Series: [�]

(ii) Tranche: [�]

5. Issue Price: [�] per cent. of the Aggregate Nominal Amount [plusaccrued interest from [insert date] (in the case offungible issues only, if applicable)]

6. (i) Specified Denominations: [�]

(ii) Calculation Amount: [�]

7. (i) Issue Date: [�]

(ii) Distribution CommencementDate:

[Specify/Issue Date/Not Applicable]

8. Distribution Basis: [[�] per cent. Fixed Rate] (see paragraph [12/13/14]below)

9. Put/Call Options: [Redemption upon a Tax Event]

[Redemption at the option of the Issuer]

[Redemption upon a Capital Event]

[Redemption upon a Tax Deductibility Event]

[Redemption upon an Accounting Event]

[Redemption in the case of minimal outstandingamount]

[(further particulars specified below)]

10. Date [Board] approval for issuance ofSecurities [and Guarantee of theSecurities] [respectively]]obtained:

[�] [and [�], respectively] (N.B Only relevant whereBoard (or similar) authorisation is required for theparticular tranche of Securities or related Guaranteeof the Securities)

11. Status of the Securities: [Senior/Subordinated]

61

PROVISIONS RELATING TO DISTRIBUTION (IF ANY) PAYABLE

12. (i) Rate of Distribution: [[�] per cent. per annum payable in arrear on eachDistribution Payment Date]/

(or if the Rate of Distribution of the Securities is to besubject to step-up, consider the following)

[(a) in respect of the period from, and including, theIssue Date to, but excluding, the Reset Date, theRate of Distribution; and

(b) in respect of the period from, and including, theReset Date to, but excluding, the Maturity Date,the Reset Distribution Rate,

where:

“Rate of Distribution” is [�] per cent. per annumpayable in arrear on each Distribution Payment Date;

“Reset Date” is [�]; and

“Reset Distribution Rate” is [�] per cent. per annumpayable in arrear on each Distribution Payment Date.]

(ii) Distribution Payment Date(s): [�] and [�] in each year [adjusted in accordance with[specify Business day Convention and any applicableBusiness Centre(s) for the definition of “BusinessDay”]/[not adjusted]

(iii) Fixed Distribution Amount[(s)]: [�] per Calculation Amount

(iv) Broken Amount(s): [Not Applicable]/[[�] per Calculation Amount,payable on the Distribution Payment Date falling[in/on] [�]]

(v) Day Count Fraction: [30/360 / Actual/Actual (ICMA/ISDA) / other]

13. Dividend Pusher and DividendStopper:

[Applicable/Not Applicable]

(i) [Dividend Pusher LookbackPeriod:

[�] months]

14. Other terms relating to the method ofcalculating Distribution:

[Not Applicable/give details]

PROVISIONS RELATING TO REDEMPTION

15. Redemption at the option of theIssuer

(i) Optional Redemption Date(s)(Call):

[�]

62

(ii) Optional Redemption Amount(Call) of each Security:

[�] per Calculation Amount

[(iii) If redeemable in part: (If not applicable, delete the remainingsub-paragraphs of this paragraph)

(a) Minimum RedemptionAmount:

[�] per Calculation Amount

(b) Maximum RedemptionAmount:

[�] per Calculation Amount]

(iv) Notice period: [�] (If not applicable, delete the remainingsub-paragraphs of this paragraph)

16. Redemption upon a Capital Event: [Applicable/Not Applicable] (If not applicable, deletethe remaining sub-paragraphs of this paragraph)

(i) Early Redemption Amount(Capital Event):

[As defined in the Conditions]/[[�] per CalculationAmount]

(ii) Step-up Margin: [�] bps

17. Redemption upon a Tax DeductibilityEvent:

[Applicable/Not Applicable] (If not applicable, deletethe remaining sub-paragraphs of this paragraph)

(i) Early Redemption Amount (TaxDeductibility Event):

[As defined in the Conditions]/[[�] per CalculationAmount]

(ii) Step-up Margin: [�] bps

18. Redemption upon an AccountingEvent:

[Applicable/Not Applicable] (If not applicable, deletethe remaining sub-paragraphs of this paragraph)

(i) Early Redemption Amount(Accounting Event):

[As defined in the Conditions]/[[�] per CalculationAmount]

(ii) Step-up Margin: [�] bps

19. Early Redemption Amount (MinimalAmount Outstanding):

[As defined in the Conditions]/[[�] per CalculationAmount]

20. Early Redemption Amount (Tax): [As defined in the Conditions]/[[�] per CalculationAmount]

21. Conditional Purchase: [Not Applicable/Condition 8(j) (Redemption andPurchase — Purchase) shall be conditional.

GENERAL PROVISIONS APPLICABLE TO THE SECURITIES

22. Special Event Substitution orVariation:

[Applicable/Not Applicable]

63

23. Form of Securities: Bearer Securities:3

[Temporary Global Security exchangeable for aPermanent Global Security which is exchangeable forDefinitive Security on [�] days’ notice /in the limitedcircumstances specified in the Permanent GlobalSecurity]

[Temporary Global Security exchangeable forDefinitive Security on [�] days’ notice]

[Permanent Global Security exchangeable forDefinitive Security on [�] days’ notice/in the limitedcircumstances specified in the Permanent GlobalSecurity]

Registered Securities:

[Global Security Certificate exchangeable forIndividual Security Certificates on [�] days’ notice/in the limited circumstances described in the GlobalSecurity Certificate]

24. Additional Financial Centre(s) orother special provisions relating topayment dates:

[Not Applicable/give details.]

Note that this paragraph relates to the date and placeof payment, and not interest period end dates.]

25. Use of Proceeds (if different from the“Use of Proceeds” section from theOffering Circular):

[Not Applicable/give details]

26. Any applicable currency disruption/fallback provisions:

[Not Applicable/Renminbi fallback/give details]

27. Other terms or special conditions: [Not Applicable/give details]

LISTING AND ADMISSION TO TRADING

28. Listing/Admission to Trading: [Singapore Exchange Securities Limited/Other(specify)/None] Trading

29. Net Proceeds: [�] (Applicable to listed Securities only)

DISTRIBUTION

30. Method of Distribution: [Syndicated/Non-syndicated]

(i) If syndicated, names of Dealers: [Not Applicable/give names]

(ii) Stabilisation Manager(s), if any: [Not Applicable/give names]

3 Bearer Securities issued in compliance with the D Rules must initially be represented by a Temporary Global Security.

64

(iii) If non-syndicated, name ofDealer:

[Not Applicable/give names and address]

31. Total commission and concession: [�] per cent. of the Aggregate Nominal Amount

32. U.S. Selling Restrictions: Reg. S Category [1/2]

(In the case of Bearer Securities) — [C RULES / DRULES / TEFRA not applicable]4

33. Additional Selling Restrictions: [Not Applicable/give details]

34. Prohibition of sales to EEA investors: [Applicable/Not Applicable]

(If the Securities clearly do not constitute“packaged” products, “Not Applicable” should bespecified. If the Securities may constitute “packaged”products and no KID will be prepared, “Applicable”should be specified.)

OPERATIONAL INFORMATION

35. ISIN Code: [�]

36. Common Code: [�]

37. Any clearing system(s) other thanEuroclear/Luxembourg and CDPand the relevant identificationnumber(s):

[Not Applicable/give name(s) and number(s)]

38. Delivery: Delivery [against/free of] payment

39. Names and addresses of additionalPaying Agent(s) (if any):

[�]/[Not Applicable]

GENERAL

40. Private Bank Rebate/Commission: [Applicable/Not Applicable]

[(To be included if a PB rebate is paid) In addition,the Issuer has agreed with the Joint Lead Managersthat it will pay a commission to certain private banksin connection with the distribution of the Securities totheir clients. This commission will be based on theprincipal amount of the Securities so distributed, andmay be deducted from the purchase price for theSecurities payable by such private banks uponsettlement.]

4 TEFRA not applicable may only be used for Registered Securities, or Bearer Securities with a maturity of 365 days orless (taking into account any unilateral rights to extend or rollover).

65

41. The aggregate principal amount ofSecurities issued has beentranslated into U.S. dollars at therate of [�], producing a sum of (forSecurities not denominated in [U.S.dollars]):

[Not Applicable/U.S.$[�]]

[USE OF PROCEEDS

Give details if different from the “Use of Proceeds” section in the Offering Circular.]

[STABILISATION

In connection with this issue, [insert name of Stabilising Manager] (the “Stabilising Manager”) (orpersons acting on behalf of any Stabilising Manager) may over allot Securities or effect transactionswith a view to supporting the market price of the Securities at a level higher than that which mightotherwise prevail. However, stabilisation may not occur. Any stabilisation action may begin on or afterthe date on which adequate public disclosure of the terms of the offer of the relevant Tranche ofSecurities is made and, if begun, may cease at any time, but it must end no later than the earlier of30 days after the issue date of the relevant Tranche of Securities and 60 days after the date of theallotment of the relevant Tranche of Securities. Any stabilising or over-allotment shall be conductedin accordance with all applicable laws and rules. Any loss or profit sustained as a consequence of anysuch over-allotment or stabilising shall, as against the Issuer [and the Guarantor], be for the accountof the Stabilising Manager.]

PURPOSE OF PRICING SUPPLEMENT

This Pricing Supplement comprises the final terms required for issue [and admission to trading on the[specify relevant stock exchange/market]] of the Securities described herein pursuant to theU.S.$1,000,000,000 Multicurrency Debt Issuance Programme.

RESPONSIBILITY

The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinionsexpressed or reports contained in this Pricing Supplement. The admission of the Securities to theOfficial List of the SGX-ST is not to be taken as an indication of the merits of the Issuer[, theGuarantor,] the U.S.$1,000,000,000 Multicurrency Debt Issuance Programme of the Issuer or theSecurities.

The Issuer [and the Guarantor each] accepts responsibility for the information contained in thisPricing Supplement.

Signed on behalf of Surbana Jurong Private Limited / [�] as Issuer:

By:Duly authorised

Name:

Title:

66

[Signed on behalf of Surbana Jurong Private Limited as Guarantor:

By:

Duly authorised

Name:

Title: ]

67

TERMS AND CONDITIONS OF THE NOTES

The following is the text of the terms and conditions of the Notes which, as completed by the relevant

Pricing Supplement, will be endorsed on each Note in definitive form issued under the Programme.

The terms and conditions applicable to any Note in global form will differ from those terms and

conditions which would apply to the Note were it in definitive form to the extent described under

“Summary of Provisions Relating to the Instruments while in Global Form”.

1. Introduction

(a) Programme: Surbana Jurong Private Limited (the “Company”) has established a

multicurrency debt issuance programme (the “Programme”) for the issuance of up to

U.S.$1,000,000,000 in aggregate principal amount of notes and/or perpetual capital

securities (the “Securities”). These terms and conditions relate to Notes (as defined below)

issued under the Programme.

(b) The Notes:

(i) The Notes are issued by either the Company (the “Direct Issuance Notes”) or a

Subsidiary Issuer (as defined below) (the “Guaranteed Notes”) pursuant to the Trust

Deed (as defined below). References to the “Issuer” or the “relevant Issuer” shall

mean only either the Company or the Subsidiary Issuer as specified in the relevant

Pricing Supplement. All capitalised terms that are not defined in these Conditions will

have the meanings given to them in the relevant Pricing Supplement. The Guaranteed

Notes issued by a Subsidiary Issuer will be guaranteed in the Trust Deed (as defined

below) by the Company (in respect of Guaranteed Notes, the “Guarantor”).

References in these Conditions to “Notes” are to either the Direct Issuance Notes or

the Guaranteed Notes, in each case, of one Series only, and not to all Notes that may

be issued under the Programme.

(ii) The Notes may be issued in bearer form (“Bearer Notes”) or in registered form

(“Registered Notes”). All subsequent references in these Conditions to “Notes” are to

the Notes which are the subject of the relevant Pricing Supplement. Copies of the

relevant Pricing Supplement are available for viewing during normal business hours

at the registered office for the time being of the Trustee, being at the date hereof One

Canada Square, London E14 5AL, United Kingdom and copies may be obtained from

the Specified Office of each of the Paying Agents and Transfer Agents. In the case of

Notes cleared through CDP, the Noteholders are entitled to the benefit of a deed of

covenant entered into with CDP by the relevant Issuer (the “CDP Deed ofCovenant”).

(c) Pricing Supplement: Notes issued under the Programme are issued in series (each a

“Series”) and each Series may comprise one or more tranches (each a “Tranche”) of Notes.

Each Tranche is the subject of a Pricing Supplement (the “Pricing Supplement”) which

supplements these terms and conditions (the “Conditions”). The terms and conditions

applicable to any particular Tranche of Notes are these Conditions as supplemented,

amended and/or replaced by the relevant Pricing Supplement. In the event of any

inconsistency between these Conditions and the relevant Pricing Supplement, the relevant

Pricing Supplement shall prevail.

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(d) Trust Deed: The Notes are constituted by, are subject to, and have the benefit of a trust deeddated 14 September 2018 (as amended, restated or supplemented from time to time, the“Trust Deed”), which expression in these Conditions shall mean (a) if the Notes arespecified to be governed by English law in the applicable Pricing Supplement, an Englishlaw Trust Deed (as amended, restated or supplemented from time to time) dated14 September 2018 made between the Company and The Bank of New York Mellon, LondonBranch (the “Trustee”, which expression shall include any successor as Trustee); or (b) ifthe Notes are specified to be governed by Singapore law in the applicable PricingSupplement, a Singapore law Trust Deed (as amended, restated or supplemented from timeto time) dated 14 September 2018 made between the Company and the Trustee, whichincorporates the provisions of the English law Trust Deed dated 14 September 2018 madebetween the Company and the Trustee. In order for a Subsidiary Issuer to issue GuaranteedNotes, such Subsidiary Issuer shall, in respect of each such Tranche of Guaranteed Notes,accede to the Trust Deed by executing an Issuer Deed of Accession dated on or before theIssue Date of such Tranche of Guaranteed Notes.

(e) Agency Agreement: The Notes are the subject of an agency agreement dated 14 September2018 (as amended, restated or supplemental from time to time, the “Agency Agreement”)between the Company, The Bank of New York Mellon, London Branch, as principal payingagent (the “Principal Paying Agent”, which expression includes any successor principalpaying agent appointed from time to time in connection with the Notes) and as paying agent(a “Paying Agent”), The Bank of New York Mellon, Singapore Branch as CDP issuing andpaying agent (the “CDP Issuing and Paying Agent”, which expression includes anysuccessor CDP issuing and paying agent appointed from time to time in connection with theNotes), The Bank of New York Mellon SA/NV, Luxembourg Branch as registrar (the“Registrar”, which expression includes any successor registrar appointed from time to timein connection with the Notes), The Bank of New York Mellon, Singapore Branch as CDPregistrar (the “CDP Registrar”, which expression includes any successor CDP registrarappointed from time to time in connection with the Notes), the paying agents named therein(together with the Principal Paying Agent, the Paying Agent and the CDP Issuing andPaying Agent, the “Paying Agents”, which expression includes any successor or additionalpaying agents appointed from time to time in connection with the Notes), the transfer agentsnamed therein (together with the Registrar and the CDP Registrar, the “Transfer Agents”,which expression includes any successor or additional transfer agents appointed from timeto time in connection with the Notes) and the Trustee. In these Conditions, all references(other than in relation to the determination of interest and other amounts payable in respectof the Notes) to the “Principal Paying Agent” shall, with respect to a Series of Notes tobe cleared through CDP (as defined below), be deemed to be references to the CDP Issuingand Paying Agent and all such references shall be construed accordingly; all references tothe “Registrar” shall, with respect to a Series of Notes to be cleared through CDP, bedeemed to be references to the CDP Registrar and all references shall be construedaccordingly; and references to the “Agents” are to the Paying Agents and the TransferAgents and any reference to an “Agent” is to any one of them. In order for a SubsidiaryIssuer to issue Guaranteed Notes, such Subsidiary Issuer shall, in respect of each suchTranche of Guaranteed Notes, enter into an Issuer Supplemental Agency Agreement on orbefore the Issue Date of such Tranche of Guaranteed Notes.

(f) Summaries: Certain provisions of these Conditions are summaries of the Trust Deed and theAgency Agreement and are subject to their detailed provisions. Noteholders (as definedbelow) and the holders of the related interest coupons, if any, (the “Couponholders” andthe “Coupons”, respectively) are bound by, and are deemed to have notice of, all theprovisions of the Trust Deed and the Agency Agreement applicable to them. Copies of theTrust Deed and the Agency Agreement are available for inspection by Noteholders duringnormal business hours at the Specified Offices of each of the Agents with reasonable priorwritten notification.

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2. Interpretation

(a) Definitions: In these Conditions the following expressions have the following meanings:

“Accrual Yield” has the meaning given in the relevant Pricing Supplement;

“Additional Business Centre(s) “ means the city or cities specified as such in the relevantPricing Supplement;

“Additional Financial Centre(s) “ means the city or cities specified as such in the relevantPricing Supplement;

“Board of Directors” means the board of directors elected or appointed by the shareholdersof the Company, as the case may be, to manage the business of the Company;

“Business Day” means:

(a) in relation to any sum payable in euro, a TARGET Settlement Day and a day on whichcommercial banks and foreign exchange markets settle payments generally in each (ifany) Additional Business Centre;

(b) in relation to any sum payable in Renminbi, a day (other than a Sunday or a Saturday)on which commercial banks and foreign exchange markets are open for business andsettle Renminbi payments in Hong Kong and are not authorised or obligated by lawor executive order to be closed; and

(c) in relation to any sum payable in a currency other than euro and Renminbi, a day onwhich commercial banks and foreign exchange markets settle payments generally, inthe Principal Financial Centre of the relevant currency and in each (if any) AdditionalBusiness Centre;

“Business Day Convention”, in relation to any particular date, has the meaning given inthe relevant Pricing Supplement and, if so specified in the relevant Pricing Supplement,may have different meanings in relation to different dates and, in this context, the followingexpressions shall have the following meanings:

(a) “Following Business Day Convention” means that the relevant date shall bepostponed to the first following day that is a Business Day;

(b) “Modified Following Business Day Convention” or “Modified Business DayConvention” means that the relevant date shall be postponed to the first following daythat is a Business Day unless that day falls in the next calendar month in which casethat date will be the first preceding day that is a Business Day;

(c) “Preceding Business Day Convention” means that the relevant date shall be broughtforward to the first preceding day that is a Business Day;

(d) “FRN Convention”, “Floating Rate Convention” or “Eurodollar Convention”means that each relevant date shall be the date which numerically corresponds to thepreceding such date in the calendar month which is the number of months specifiedin the relevant Pricing Supplement as the Specified Period after the calendar monthin which the preceding such date occurred provided, however, that:

(i) if there is no such numerically corresponding day in the calendar month in whichany such date should occur, then such date will be the last day which is aBusiness Day in that calendar month;

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(ii) if any such date would otherwise fall on a day which is not a Business Day, then

such date will be the first following day which is a Business Day unless that day

falls in the next calendar month, in which case it will be the first preceding day

which is a Business Day; and

(iii) if the preceding such date occurred on the last day in a calendar month which

was a Business Day, then all subsequent such dates will be the last day which is

a Business Day in the calendar month which is the specified number of months

after the calendar month in which the preceding such date occurred; and

(e) “No Adjustment” means that the relevant date shall not be adjusted in accordance

with any Business Day Convention;

“Calculation Agent” means the calculation agent appointed by the relevant Issuer in

respect of a Series of Notes pursuant to the terms of the Agency Agreement or such other

Person specified in the relevant Pricing Supplement as the party responsible for calculating

the Rate(s) of Interest and Interest Amount(s) and/or such other amount(s) as may be

specified in the relevant Pricing Supplement;

“Calculation Amount” has the meaning given in the relevant Pricing Supplement;

“Companies Act” means the Companies Act, Chapter 50 of Singapore;

“Company Depository Agreement” means, in relation to Direct Issuance Notes which

have been or will be cleared through CDP, the application form dated 14 September 2018

signed by the Company and accepted by CDP together with the terms and conditions for the

provision of depository services by CDP referred to therein;

“Coupon Sheet” means, in respect of a Note, a coupon sheet relating to the Note;

“Day Count Fraction” means, in respect of the calculation of an amount for any period of

time (the “Calculation Period”), such day count fraction as may be specified in these

Conditions or the relevant Pricing Supplement and:

(a) if “Actual/Actual (ICMA) ” is so specified, means:

(i) where the Calculation Period is equal to or shorter than the Regular Period

during which it falls, the actual number of days in the Calculation Period divided

by the product of (1) the actual number of days in such Regular Period and (2)

the number of Regular Periods in any year; and

(ii) where the Calculation Period is longer than one Regular Period, the sum of:

(A) the actual number of days in such Calculation Period falling in the Regular

Period in which it begins divided by the product of (1) the actual number

of days in such Regular Period and (2) the number of Regular Periods in

any year; and

(B) the actual number of days in such Calculation Period falling in the next

Regular Period divided by the product of (a) the actual number

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(b) if “Actual/Actual (ISDA) “ is so specified, means the actual number of days in theCalculation Period divided by 365 (or, if any portion of the Calculation Period fallsin a leap year, the sum of (A) the actual number of days in that portion of theCalculation Period falling in a leap year divided by 366 and (B) the actual number ofdays in that portion of the Calculation Period falling in a non-leap year divided by365);

(c) if “Actual/365 (Fixed) “ is so specified, means the actual number of days in theCalculation Period divided by 365;

(d) if “Actual/360” is so specified, means the actual number of days in the CalculationPeriod divided by 360;

(e) if “30/360” is so specified, the number of days in the Calculation Period divided by360, calculated on a formula basis as follows:

Day Count Fraction =[360 x (Y2 - Y1)] + [30 x (M2 - M1)] + (D2 - D1)

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where:

“Y1” is the year, expressed as a number, in which the first day of the CalculationPeriod falls;

“Y2” is the year, expressed as a number, in which the day immediately following thelast day included in the Calculation Period falls;

“M1” is the calendar month, expressed as a number, in which the first day of theCalculation Period falls;

“M2” is the calendar month, expressed as number, in which the day immediatelyfollowing the last day included in the Calculation Period falls;

“D1” is the first calendar day, expressed as a number, of the Calculation Period, unlesssuch number would be 31, in which case D1 will be 30; and

“D2” is the calendar day, expressed as a number, immediately following the last dayincluded in the Calculation Period, unless such number would be 31 and D1 is greaterthan 29, in which case D2 will be 30”;

(f) if “30E/360” or “Eurobond Basis” is so specified, the number of days in theCalculation Period divided by 360, calculated on a formula basis as follows:

Day Count Fraction =[360 x (Y2 - Y1)] + [30 x (M2 - M1)] + (D2 - D1)

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where:

“Y1” is the year, expressed as a number, in which the first day of the CalculationPeriod falls;

“Y2” is the year, expressed as a number, in which the day immediately following thelast day included in the Calculation Period falls;

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“M1” is the calendar month, expressed as a number, in which the first day of theCalculation Period falls;

“M2” is the calendar month, expressed as a number, in which the day immediatelyfollowing the last day included in the Calculation Period falls;

“D1” is the first calendar day, expressed as a number, of the Calculation Period, unlesssuch number would be 31, in which case D1 will be 30; and

“D2” is the calendar day, expressed as a number, immediately following the last dayincluded in the Calculation Period, unless such number would be 31, in which case D2

will be 30; and

(g) if “30E/360 (ISDA) “ is so specified, the number of days in the Calculation Perioddivided by 360, calculated on a formula basis as follows:

Day Count Fraction =[360 x (Y2 - Y1)] + [30 x (M2 - M1)] + (D2 - D1)

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where:

“Y1” is the year, expressed as a number, in which the first day of the CalculationPeriod falls;

“Y2” is the year, expressed as a number, in which the day immediately following thelast day included in the Calculation Period falls;

“M1” is the calendar month, expressed as a number, in which the first day of theCalculation Period falls;

“M2” is the calendar month, expressed as a number, in which the day immediatelyfollowing the last day included in the Calculation Period falls;

“D1” is the first calendar day, expressed as a number, of the Calculation Period, unless(i) that day is the last day of February or (ii) such number would be 31, in which caseD1 will be 30; and

“D2” is the calendar day, expressed as a number, immediately following the last dayincluded in the Calculation Period, unless (i) that day is the last day of February butnot the Maturity Date or (ii) such number would be 31, in which case D2 will be 30,

provided, however, that in each such case the number of days in the CalculationPeriod is calculated from and including the first day of the Calculation Period to butexcluding the last day of the Calculation Period;

“Determination Business Day” means a day (other than a Saturday or Sunday) on whichcommercial banks are open for general business (including dealings in foreign exchange)in Singapore;

“Determination Date” means the day which is seven Determination Business Days beforethe due date of the relevant amount under these Conditions;

“Early Redemption Amount (Tax) “ means, in respect of any Note, its principal amountor such other amount as may be specified in, or determined in accordance with, the relevantPricing Supplement;

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“Early Termination Amount” means, in respect of any Note, its principal amount or suchother amount as may be specified in, or determined in accordance with, these Conditionsor the relevant Pricing Supplement;

“Extraordinary Resolution” has the meaning given in the Trust Deed;

“Final Redemption Amount” means, in respect of any Note, its principal amount or suchother amount as may be specified in, or determined in accordance with, the relevant PricingSupplement;

“First Interest Payment Date” means the date specified in the relevant PricingSupplement;

“Fixed Coupon Amount” has the meaning given in the relevant Pricing Supplement;

“Governmental Authority” means the Monetary Authority of Singapore or any othergovernmental authority or any other entity (private or public) charged with the regulationof the financial markets of Singapore;

“Group” means the Company and its Subsidiaries;

“Guarantee” means, in relation to any Indebtedness of any Person, any obligation ofanother Person to pay such Indebtedness;

“Illiquidity” means the general Renminbi exchange market in Singapore becomes illiquidas a result of which the relevant Issuer or (in respect of each Tranche of Guaranteed Notes)the Guarantor cannot obtain sufficient Renminbi in order to satisfy its obligation to payinterest or principal in respect of the Notes as determined by the relevant Issuer or (inrespect of each Tranche of Guaranteed Notes) the Guarantor in good faith and in acommercially reasonable manner following consultation with two Renminbi Dealersselected by the relevant Issuer;

“Inconvertibility” means the occurrence of any event that makes it impossible (where ithad previously been possible) for the relevant Issuer or (in respect of each Tranche ofGuaranteed Notes) the Guarantor to convert any amount due in respect of the Notes in thegeneral Renminbi exchange market in Singapore, other than where such impossibility is duesolely to the failure of the relevant Issuer or (in respect of each Tranche of GuaranteedNotes) the Guarantor to comply with any law, rule or regulation enacted by anyGovernmental Authority (unless such law, rule or regulation is enacted after the Issue Dateand it is impossible for the relevant Issuer or (in respect of each Tranche of GuaranteedNotes) the Guarantor, due to an event beyond its control, to comply with such law, rule orregulation);

“Indebtedness” means any indebtedness of any Person for money borrowed or raised;

“Interest Amount” means, in relation to a Note and an Interest Period, the amount ofinterest payable in respect of that Note for that Interest Period;

“Interest Commencement Date” means the Issue Date of the Notes or such other date asmay be specified as the Interest Commencement Date in the relevant Pricing Supplement;

“Interest Determination Date” has the meaning given in the relevant Pricing Supplement;

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“Interest Payment Date” means the First Interest Payment Date and any other date or datesspecified as such in, or determined in accordance with the provisions of, the relevantPricing Supplement and, if a Business Day Convention is specified in the relevant PricingSupplement:

(a) as the same may be adjusted in accordance with the relevant Business DayConvention; or

(b) if the Business Day Convention is the FRN Convention, Floating Rate Convention orEurodollar Convention and an interval of a number of calendar months is specified inthe relevant Pricing Supplement as being the Specified Period, each of such dates asmay occur in accordance with the FRN Convention, Floating Rate Convention orEurodollar Convention at such Specified Period of calendar months following theInterest Commencement Date (in the case of the first Interest Payment Date) or theprevious Interest Payment Date (in any other case);

“Interest Period” means each period beginning on (and including) the InterestCommencement Date or any Interest Payment Date and ending on (but excluding) the nextInterest Payment Date;

“ISDA Definitions” means the 2006 ISDA Definitions (as amended and updated as at thedate of issue of the first Tranche of the Notes of the relevant Series (as specified in therelevant Pricing Supplement)) as published by the International Swaps and DerivativesAssociation, Inc.;

“Issue Date” has the meaning given in the relevant Pricing Supplement;

“Issuer Deed of Accession” means a deed supplemental to the Trust Deed (andsubstantially in the form annexed to the Trust Deed) entered into by the relevant SubsidiaryIssuer and the Trustee;

“Issuer Supplemental Agency Agreement” means an agreement supplemental to theAgency Agreement (and substantially in the form annexed to the Agency Agreement)entered into by the relevant Subsidiary Issuer and the Agents named in the AgencyAgreement;

“Margin” has the meaning given in the relevant Pricing Supplement;

“Maturity Date” has the meaning given in the relevant Pricing Supplement;

“Maximum Redemption Amount” has the meaning given in the relevant PricingSupplement;

“Minimum Redemption Amount” has the meaning given in the relevant PricingSupplement;

“Non-transferability” means the occurrence of any event that makes it impossible for therelevant Issuer or (in respect of each Tranche of Guaranteed Notes) the Guarantor totransfer Renminbi between accounts inside Singapore or from an account inside Singaporeto an account outside Singapore and outside the PRC or from an account outside Singaporeand outside the PRC to an account inside Singapore, other than where such impossibilityis due solely to the failure of the relevant Issuer or (in respect of each Tranche ofGuaranteed Notes) the Guarantor to comply with any law, rule or regulation enacted by any

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Governmental Authority (unless such law, rule or regulation is enacted after the Issue Dateand it is impossible for the relevant Issuer or (in respect of each Tranche of GuaranteedNotes) the Guarantor, due to an event beyond its control, to comply with such law, rule orregulation);

“Noteholder”, in the case of Bearer Notes, has the meaning given in Condition 3(b) (Form,Denomination, Title and Transfer - Title to Bearer Notes) and, in the case of RegisteredNotes, has the meaning given in Condition 3(d) (Form, Denomination, Title and Transfer- Title to Registered Notes);

“Optional Redemption Amount (Call)” means, in respect of any Note, its principalamount or such other amount as may be specified in, or determined in accordance with, therelevant Pricing Supplement;

“Officer” means the Group Chief Executive Officer, the Group Chief Financial Officer, theGroup Chief Corporate Officer, the Group Controller or such other signatory authorised bythe directors of the Company;

“Officer’s Certificate” means a certificate signed by an Officer;

“Optional Redemption Amount (Put)” means, in respect of any Note, its principal amountor such other amount as may be specified in, or determined in accordance with, the relevantPricing Supplement;

“Optional Redemption Date (Call)” has the meaning given in the relevant PricingSupplement;

“Optional Redemption Date (Put)” has the meaning given in the relevant PricingSupplement;

“Payment Business Day” means:

(a) if the currency of payment is euro, any day which is:

(i) a day on which banks in the relevant place of presentation are open forpresentation and payment of bearer debt securities and for dealings in foreigncurrencies; and

(ii) in the case of payment by transfer to an account, a TARGET Settlement Day anda day on which dealings in foreign currencies may be carried on in each (if any)Additional Financial Centre; or

(b) if the currency of payment is not euro, any day which is:

(i) a day on which banks in the relevant place of presentation are open forpresentation and payment of bearer debt securities and for dealings in foreigncurrencies; and

(ii) in the case of payment by transfer to an account, a day on which dealings inforeign currencies (including, in the case of Notes denominated in Renminbi,settlement of Renminbi payments) may be carried on in the Principal FinancialCentre;

“Permitted Security Interest” means a Security Interest over any present and future assetsor revenues or any part thereof in connection with any asset-based financing (including,without limitation, a securitisation, project financing, collateralised mortgage-backed

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securities or any issue of TMK Bonds) where the primary source of payment of theobligations secured by such Security Interest is the assets or revenues subject to suchSecurity Interest, regardless of whether Company or any Principal Subsidiary of theCompany has provided any undertakings in respect of such asset-based financing;

“Person” means any individual, company, corporation, firm, partnership, joint venture,association, organisation, state or agency of a state or other entity, whether or not havingseparate legal personality;

“Principal Financial Centre” means, in relation to any currency, the principal financialcentre for that currency provided, however, that:

(a) in relation to euro, it means the principal financial centre of such Member State of theEuropean Communities as is selected (in the case of a payment) by the payee or (inthe case of a calculation) by the Calculation Agent;

(b) in relation to New Zealand dollars, it means either Wellington or Auckland as isselected (in the case of a payment) by the payee or (in the case of a calculation) bythe Calculation Agent; and

(c) in relation to Renminbi, it means Hong Kong or the principal financial centre as isspecified in the applicable Pricing Supplement;

“Principal Subsidiaries” means (i) (in respect of each Tranche of Guaranteed Notes) therelevant Subsidiary Issuer, and (ii) any Subsidiary of the Company whose total revenue, asshown by the financial statements of such Subsidiary (consolidated in the case of acompany which itself has Subsidiaries), based upon which the latest audited consolidatedfinancial statements of the Group have been prepared, are at least 15.0 per cent. of the totalrevenue of the Group as shown by such audited consolidated financial statements, providedthat if any such Subsidiary (the “transferor”) shall at any time transfer the whole or asubstantial part of its business, undertaking or assets to another Subsidiary or the Company(the “transferee”) then:

(a) if the whole of the business, undertaking and assets of the transferor shall be sotransferred, the transferor shall thereupon cease to be a Principal Subsidiary and thetransferee (unless it is the Company) shall thereupon become a Principal Subsidiary;and

(b) if a substantial part only of the business, undertaking and assets of the transferor shallbe so transferred, the transferor shall remain a Principal Subsidiary and the transferee(unless it is the Company) shall thereupon become a Principal Subsidiary.

Any Subsidiary which becomes a Principal Subsidiary by virtue of (a) above or whichremains or becomes a Principal Subsidiary by virtue of (b) above shall continue to be aPrincipal Subsidiary until the date of issue of the first audited consolidated financialstatements of the Group prepared as at a date later than the date of the relevant transferwhich show the total revenue as shown by the financial statements of such Subsidiary(consolidated (if any) in the case of a company which itself has Subsidiaries), based uponwhich such audited consolidated financial statements have been prepared, to be less than15.0 per cent. of the total revenue of the Group, as shown by such audited consolidatedfinancial statements. A report by the Auditors, who shall also be responsible for reviewingany pro forma financial statements required for the above purposes, that in their opinion aSubsidiary is or is not a Principal Subsidiary shall, in the absence of manifest error, beconclusive;

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“Put Option Notice” means a notice which must be delivered to a Paying Agent by anyNoteholder wanting to exercise a right to redeem a Note at the option of the Noteholder;

“Put Option Receipt” means a receipt issued by a Paying Agent to a depositing Noteholderupon deposit of a Note with such Paying Agent by any Noteholder wanting to exercise aright to redeem a Note at the option of the Noteholder;

“Rate of Interest” means the rate or rates (expressed as a percentage per annum) of interestpayable in respect of the Notes specified in the relevant Pricing Supplement or calculatedor determined in accordance with the provisions of these Conditions and/or the relevantPricing Supplement;

“Redemption Amount” means, as appropriate, the Final Redemption Amount, the EarlyRedemption Amount (Tax), the Optional Redemption Amount (Call), the OptionalRedemption Amount (Put), the Early Termination Amount or such other amount in thenature of a redemption amount as may be specified in the relevant Pricing Supplement;

“Reference Banks” has the meaning given in the relevant Pricing Supplement or, if none,four major banks selected by the Calculation Agent in the market that is most closelyconnected with the Reference Rate;

“Reference Price” has the meaning given in the relevant Pricing Supplement;

“Reference Rate” has the meaning given in the relevant Pricing Supplement in respect ofthe currency and period specified in the relevant Pricing Supplement;

“Regular Period” means:

(a) in the case of Notes where interest is scheduled to be paid only by means of regularpayments, each period from and including the Interest Commencement Date to butexcluding the first Interest Payment Date and each successive period from andincluding one Interest Payment Date to but excluding the next Interest Payment Date;

(b) in the case of Notes where, apart from the first Interest Period, interest is scheduledto be paid only by means of regular payments, each period from and including aRegular Date falling in any year to but excluding the next Regular Date, where“Regular Date” means the day and month (but not the year) on which any InterestPayment Date falls; and

(c) in the case of Notes where, apart from one Interest Period other than the first InterestPeriod, interest is scheduled to be paid only by means of regular payments, eachperiod from and including a Regular Date falling in any year to but excluding the nextRegular Date, where “Regular Date” means the day and month (but not the year) onwhich any Interest Payment Date falls other than the Interest Payment Date falling atthe end of the irregular Interest Period;

“Relevant Date” means, in relation to any payment, whichever is the later of (a) the dateon which the payment in question first becomes due and (b) if the full amount payable hasnot been received in the Principal Financial Centre of the currency of payment by thePrincipal Paying Agent or the Trustee on or prior to such due date, the date on which (thefull amount having been so received) notice to that effect has been given to theNoteholders;

“Relevant Financial Centre” has the meaning given in the relevant Pricing Supplement;

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“Relevant Indebtedness” means (i) any Indebtedness which is in the form of or representedby any bond, note, debenture, debenture stock, loan stock, certificate or other instrument(excluding any instrument recorded, or accounted for, as “equity”) which is, or is issuedwith the intention on the part of the relevant Issuer that it should be, listed, quoted or tradedon any stock exchange or in any securities market (including, without limitation, anyover-the-counter market) having an original maturity of more than one year from its dateof issue; and (ii) any guarantee or indemnity in respect of such Indebtedness;

“Relevant Screen Page” means the page, section or other part of a particular informationservice (including, without limitation, Reuters) specified as the Relevant Screen Page in therelevant Pricing Supplement, or such other page, section or other part as may replace it onthat information service or such other information service, in each case, as may benominated by the Person providing or sponsoring the information appearing there for thepurpose of displaying rates or prices comparable to the Reference Rate;

“Relevant Time” has the meaning given in the relevant Pricing Supplement;

“Renminbi Dealer” means an independent foreign exchange dealer of international reputeactive in the Renminbi exchange market in Singapore;

“Reserved Matter” means any proposal to change any date fixed for payment of principalor interest in respect of the Notes, to reduce the amount of principal or interest payable onany date in respect of the Notes, to alter the method of calculating the amount of anypayment in respect of the Notes or the date for any such payment, to change the currencyof any payment under the Notes or to change the quorum requirements relating to meetingsor the majority required to pass an Extraordinary Resolution;

“Security Interest” means any mortgage, charge, pledge, lien or other security interestincluding, without limitation, anything analogous to any of the foregoing under the laws ofany jurisdiction;

“SFRS” or “Singapore Financial Reporting Standards” means Singapore FinancialReporting Standards and Interpretations of Financial Reporting Standards issued by theAccounting Standards Council and in effect from time to time;

“Singapore Dollar Equivalent” means the Renminbi amount converted into Singaporedollars using the relevant Spot Rate for the relevant Determination Date;

“Specified Currency” has the meaning given in the relevant Pricing Supplement;

“Specified Denomination(s)” has the meaning given in the relevant Pricing Supplement;

“Specified Office” has the meaning given in the Agency Agreement;

“Specified Period” has the meaning given in the relevant Pricing Supplement;

“Spot Rate” means, for a Determination Date, the spot Renminbi/Singapore dollarexchange rate as determined by the relevant Issuer at or around 11.00 a.m. (Singapore time)on such date in good faith and in a reasonable commercial manner, and if a spot rate is notreadily available, the relevant Issuer may determine the rate taking into consideration allavailable information which the relevant Issuer deems relevant, including pricinginformation obtained from the Renminbi non-deliverable exchange market in Singapore orelsewhere and the PRC domestic foreign exchange market in Singapore;

“Subsidiary” or “Subsidiaries” means a subsidiary within the meaning of Section 5 of theCompanies Act;

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“Subsidiary Depository Agreement” means, in relation to each Tranche of GuaranteedNotes which have or will be cleared through CDP, the application form signed by therelevant Subsidiary Issuer and accepted by CDP together with the terms and conditions forthe provision of depository services by CDP referred to therein;

“Subsidiary Issuer” means the Subsidiary of the Company specified in the relevant PricingSupplement, which has executed an Issuer Deed of Accession;

“Talon” means a talon for further Coupons;

“TARGET Settlement Day” means any day on which TARGET2 is open for the settlementof payments in euro;

“TARGET2” means the Trans-European Automated Real-Time Gross Settlement ExpressTransfer payment system which utilises a single shared platform and which was launchedon 19 November 2007;

“TMK Bonds” means bonds issued by a specified purposes company (tokutei mokutekikaisha) incorporated under the Asset Liquidation Law (shisan no ryudouka ni kansuruhouritsu) of Japan;

“Treaty” means the Treaty on the Functioning of the European Union, as amended; and

“Zero Coupon Note” means a Note specified as such in the relevant Pricing Supplement.

(b) Interpretation: In these Conditions:

(i) if the Notes are Zero Coupon Notes, references to Coupons and Couponholders are notapplicable;

(ii) if Talons are specified in the relevant Pricing Supplement as being attached to theNotes at the time of issue, references to Coupons shall be deemed to includereferences to Talons;

(iii) if Talons are not specified in the relevant Pricing Supplement as being attached to theNotes at the time of issue, references to Talons are not applicable;

(iv) any reference to principal shall be deemed to include the Redemption Amount, anyadditional amounts in respect of principal which may be payable under Condition 12(Taxation), any premium payable in respect of a Note and any other amount in thenature of principal payable pursuant to these Conditions;

(v) any reference to interest shall be deemed to include any additional amounts in respectof interest which may be payable under Condition 12 (Taxation) and any other amountin the nature of interest payable pursuant to these Conditions;

(vi) references to Notes being “outstanding” shall be construed in accordance with theTrust Deed;

(vii) if an expression is stated in Condition 2(a) (Definitions) to have the meaning given inthe relevant Pricing Supplement, but the relevant Pricing Supplement gives no suchmeaning or specifies that such expression is “not applicable” then such expression isnot applicable to the Notes; and

(viii) any reference to the Trust Deed or the Agency Agreement shall be construed as areference to the Trust Deed or the Agency Agreement, as the case may be, as amendedand/or supplemented up to and including the Issue Date of the Notes.

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3. Form, Denomination, Title and Transfer

(a) Bearer Notes: Bearer Notes are in the Specified Denomination(s) with Coupons and, ifspecified in the relevant Pricing Supplement, Talons attached at the time of issue. In thecase of a Series of Bearer Notes with more than one Specified Denomination, Bearer Notesof one Specified Denomination will not be exchangeable for Bearer Notes of anotherSpecified Denomination.

(b) Title to Bearer Notes: Title to Bearer Notes and the Coupons will pass by delivery. In thecase of Bearer Notes, “Holder” means the holder of such Bearer Note and “Noteholder”and “Couponholder” shall be construed accordingly.

(c) Registered Notes: Registered Notes are in the Specified Denomination(s), which mayinclude a minimum denomination specified in the relevant Pricing Supplement and higherintegral multiples of a smaller amount specified in the relevant Pricing Supplement.

(d) Title to Registered Notes: The Registrar will maintain the register (the “Register”) inaccordance with the provisions of the Agency Agreement. A certificate (each, a “NoteCertificate”) will be issued to each Holder of Registered Notes in respect of its registeredholding. Each Note Certificate will be numbered serially with an identifying number whichwill be recorded in the Register. In the case of Registered Notes, “Holder” means theperson in whose name such Registered Note is for the time being registered in the Register(or, in the case of a joint holding, the first named thereof) and “Noteholder” shall beconstrued accordingly.

(e) Ownership: The Holder of any Note or Coupon shall (except as otherwise required by law)be treated as its absolute owner for all purposes (whether or not it is overdue and regardlessof any notice of ownership, trust or any other interest therein, any writing thereon or, in thecase of Registered Notes, on the Note Certificate relating thereto (other than the endorsedform of transfer) or any notice of any previous loss or theft thereof) and no Person shallbe liable for so treating such Holder. No person shall have any right to enforce any termor condition of any Note under (i) if the Notes are specified to be governed by English Lawin the applicable Pricing Supplement, the Contracts (Rights of Third Parties) Act 1999 or(ii) if the Notes are specified to be governed by Singapore law in the applicable PricingSupplement, the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore.

(f) Transfers of Registered Notes: Subject to paragraphs (i) (Closed periods) and (j)(Regulations concerning transfers and registration) below, a Registered Note may betransferred upon surrender of the relevant Note Certificate, with the endorsed form oftransfer duly completed, at the Specified Office of the Registrar or any Transfer Agent,together with such evidence as the Registrar or (as the case may be) such Transfer Agentmay reasonably require to prove the title of the transferor and the authority of theindividuals who have executed the form of transfer; provided, however, that a RegisteredNote may not be transferred unless the principal amount of Registered Notes transferredand (where not all of the Registered Notes held by a Holder are being transferred) theprincipal amount of the balance of Registered Notes not transferred are SpecifiedDenominations. Where not all the Registered Notes represented by the surrendered NoteCertificate are the subject of the transfer, a new Note Certificate in respect of the balanceof the Registered Notes will be issued to the transferor.

(g) Registration and delivery of Note Certificates: Within five business days of the surrenderof a Note Certificate in accordance with paragraph (f) (Transfers of Registered Notes)above, the Registrar will register the transfer in question and deliver a new Note Certificateof a like principal amount to the Registered Notes transferred to each relevant Holder at itsSpecified Office or (as the case may be) the Specified Office of any Transfer Agent or (atthe request and risk of any such relevant Holder) by uninsured first class mail (airmail if

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overseas) to the address specified for the purpose by such relevant Holder. In thisparagraph, “business day” means a day on which commercial banks are open for generalbusiness (including dealings in foreign currencies) in the city where the Registrar or (as thecase may be) the relevant Transfer Agent has its Specified Office.

(h) No charge: The transfer of a Registered Note will be effected without charge by or onbehalf of the relevant Issuer or the Registrar or any Transfer Agent but against suchindemnity as the Registrar or (as the case may be) such Transfer Agent may require inrespect of any tax or other duty of whatsoever nature which may be levied or imposed inconnection with such transfer.

(i) Closed periods: Noteholders may not require transfers to be registered during the period of15 days ending on the due date for any payment of principal or interest in respect of theRegistered Notes.

(j) Regulations concerning transfers and registration: All transfers of Registered Notes andentries on the Register are subject to the detailed regulations concerning the transfer ofRegistered Notes scheduled to the Agency Agreement. The regulations may be changed bythe relevant Issuer with the prior written approval of the Registrar. A copy of the currentregulations will be mailed (at the cost and expense of such Noteholder) by the Registrar toany Noteholder who requests in writing such regulations.

4. Status and Guarantee of the Notes

(a) Status of the Notes: The Notes constitute direct, unconditional, unsecured andunsubordinated obligations of the relevant Issuer which will at all times rank at least paripassu and without preference or priority among themselves and at least pari passu with allother present and future unsecured and unsubordinated obligations of the relevant Issuer,save for such obligations as may be preferred by provisions of law that are both mandatoryand of general application.

(b) Guarantee of the Notes: The Guarantor has, in respect of each Tranche of Notes issued bya Subsidiary Issuer, pursuant to the Trust Deed, unconditionally and irrevocably guaranteedthe due and punctual payment of all sums from time to time payable by such SubsidiaryIssuer in respect of the Notes (the “Guarantee of the Notes”). The Guarantee of the Notesconstitutes a direct, unconditional, unsecured and unsubordinated obligation of theGuarantor which will at all times rank at least pari passu with all other present and futureunsecured and unsubordinated obligations of the Guarantor, save for such obligations asmay be preferred by provisions of law that are both mandatory and of general application.

5. Covenants

(a) Negative pledge: So long as any of the Notes remains outstanding the Company will notcreate or have outstanding any Security Interest, other than a Permitted Security Interest,upon, or with respect to, any of their present or future business, undertaking, assets orrevenues of the Company to secure any Relevant Indebtedness of the Company, unless theCompany, in the case of the creation of a Security Interest, before or at the same time and,in any other case, promptly, takes any and all action necessary to ensure that:

(i) all amounts payable by it or (in respect of each Tranche of Guaranteed Notes) by theSubsidiary Issuer, as the case may be, under the Notes and the Trust Deed are securedby the Security Interest equally and rateably with the Relevant Indebtedness to thesatisfaction of the Trustee; or

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(ii) such other Security Interest or other arrangement (whether or not it includes the

giving of a Security Interest) is provided either (i) as the Trustee in its absolute

discretion deems not materially less beneficial to the interests of the Noteholders or

(ii) as is approved by an Extraordinary Resolution (as defined in the Trust Deed) of

the Noteholders.

(b) Non-Disposal: So long as any of the Notes remain outstanding, the Company shall ensure

that neither it nor any of its Principal Subsidiaries will, (whether by a single transaction or

a number of related or unrelated transactions and whether at one time or over a period of

time) sell, transfer, lease out, lend or otherwise dispose of (whether outright, by a

sale-and-repurchase or sale-and-leaseback arrangement, or otherwise) any part of its assets

which, either alone or when aggregated with all other disposals required to be taken into

account under this Condition 5(b), is substantial in relation to the Company and its

Subsidiaries, taken as a whole, and where such disposal would result in a material adverse

effect on the Company’s ability to comply with its obligations under the Trust Deed or the

Notes, provided that any disposal approved by the Trustee or by the Noteholders by way of

Extraordinary Resolution shall not be taken into account for the purposes of this Condition

5(b).

(c) Provision of Financial Statements and Reports:

(i) So long as any of the Notes remains outstanding, the Company shall send to the

Trustee:

(A) as soon as available and in any event within 180 days after the end of its

financial year (with effect from the end of the financial year of the Company

after the date of issue of the first Tranche of Notes), a copy (whether physical

or electronic) of its annual report and audited consolidated financial statements

as at the end of and for that financial year; and

(B) as soon as available and in any event within 90 days after the end of the first six

months of its financial year (with effect from the end of the financial year of the

Company after the date of issue of the first Tranche of Notes), a copy (whether

physical or electronic) of its unaudited consolidated financial statements as at

the end of and for that six month period.

(ii) In addition, so long as any of the Notes remains outstanding, each of the relevant

Issuer and (in respect of each Tranche of Guaranteed Notes) the Guarantor will

provide:

(A) with each set of financial statements delivered to the Trustee under this

Condition 5(c), an Officer’s Certificate confirming compliance with their

obligations under the Notes and the Trust Deed;

(B) at any other time within 14 days of the written request of the Trustee, an

Officer’s Certificate confirming that, as at a date not more than seven days

before delivering such Officer’s Certificate (the “certification date”), there did

not exist and had not existed since the certification date of the previous Officer’s

Certificate (or, in the case of the first Officer’s Certificate, the date of issue of

the first Tranche of Notes) any Event of Default (or if such exists or existed

specifying the same); and

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(C) as soon as possible and in any event within 14 days after the relevant Issuer or(in respect of each Tranche of Guaranteed Notes) the Guarantor, as the case maybe, becomes aware of the occurrence of an Event of Default, an Officer’sCertificate setting forth the details of the Event of Default.

6. Fixed Rate Note Provisions

(a) Application: This Condition 6 (Fixed Rate Note Provisions) is applicable to the Notes onlyif the Fixed Rate Note Provisions are specified in the relevant Pricing Supplement as beingapplicable.

(b) Accrual of interest: The Notes bear interest from the Interest Commencement Date at theRate of Interest payable in arrear on each Interest Payment Date, subject as provided inCondition 10 (Payments - Bearer Notes) and Condition 11 (Payments - Registered Notes).Each Note will cease to bear interest from the due date for final redemption unless, upondue presentation, payment of the Redemption Amount is improperly withheld or refused, inwhich case it will continue to bear interest in accordance with this Condition 6 (as wellafter as before judgment) until whichever is the earlier of (i) the day on which all sums duein respect of such Note up to that day are received by or on behalf of the relevantNoteholder and (ii) the day which is seven days after the Principal Paying Agent or theTrustee has notified the Noteholders that it has received all sums due in respect of the Notesup to such seventh day (except to the extent that there is any subsequent default inpayment).

(c) Fixed Coupon Amount: The amount of interest payable in respect of each Note for anyInterest Period shall be the relevant Fixed Coupon Amount and, if the Notes are in morethan one Specified Denomination, shall be the relevant Fixed Coupon Amount in respect ofthe relevant Specified Denomination.

(d) Calculation of interest amount: The amount of interest payable in respect of each Note forany period for which a Fixed Coupon Amount is not specified shall be calculated byapplying the Rate of Interest to the Calculation Amount, multiplying the product by therelevant Day Count Fraction, rounding the resulting figure to the nearest sub-unit of theSpecified Currency (half a sub-unit being rounded upwards) and multiplying such roundedfigure by a fraction equal to the Specified Denomination of such Note divided by theCalculation Amount. For this purpose a “sub-unit” means, in the case of any currency otherthan euro, the lowest amount of such currency that is available as legal tender in the countryof such currency and, in the case of euro, means one cent.

(e) Notes accruing interest otherwise than a Fixed Coupon Amount: This Condition 6(e) shallapply to Notes to which the Fixed Rate Note Provisions are specified in the relevant PricingSupplement as being applicable, and only where the Pricing Supplement for such Notesspecify that the Interest Payment Dates are subject to adjustment in accordance with theBusiness Day Convention specified therein. The relevant amount of interest payable inrespect of each Note for any Interest Period for such Notes shall be calculated by theCalculation Agent by multiplying the product of the Rate of Interest and the CalculationAmount by the relevant Day Count Fraction and rounding the resultant figure to the nearestsub-unit of the Specified Currency (half a sub-unit being rounded upwards). TheCalculation Agent shall cause the relevant amount of interest and the relevant InterestPayment Date to be notified to the relevant Issuer, the Paying Agents, the Registrar (in thecase of Registered Notes) and the Noteholders in accordance with Condition 20 (Notices)and, if the Notes are listed on a stock exchange and the rules of such exchange so requires,such exchange as soon as possible after their determination or calculation but in no eventlater than the fourth Business day thereafter or, if earlier in the case of notification to thestock exchange, the time required by the rules of the relevant stock exchange.

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7. Floating Rate Note Provisions

(a) Application: This Condition 7 (Floating Rate Note Provisions) is applicable to the Notes

only if the Floating Rate Note Provisions are specified in the relevant Pricing Supplement

as being applicable.

(b) Accrual of interest: The Notes bear interest from the Interest Commencement Date at the

Rate of Interest payable in arrear on each Interest Payment Date, subject as provided in

Condition 10 (Payments - Bearer Notes) and Condition 11 (Payments - Registered Notes).

Each Note will cease to bear interest from the due date for final redemption unless, upon

due presentation, payment of the Redemption Amount is improperly withheld or refused, in

which case it will continue to bear interest in accordance with this Condition (as well after

as before judgment) until whichever is the earlier of (i) the day on which all sums due in

respect of such Note up to that day are received by or on behalf of the relevant Noteholder

and (ii) the day which is seven days after the Principal Paying Agent has notified the

Noteholders that it has received all sums due in respect of the Notes up to such seventh day

(except to the extent that there is any subsequent default in payment).

(c) Screen Rate Determination: If Screen Rate Determination is specified in the relevant

Pricing Supplement as the manner in which the Rate(s) of Interest is/are to be determined,

the Rate of Interest applicable to the Notes for each Interest Period will be determined by

the Calculation Agent on the following basis:

(i) if the Reference Rate is a composite quotation or customarily supplied by one entity,

the Calculation Agent will determine the Reference Rate which appears on the

Relevant Screen Page as of the Relevant Time on the relevant Interest Determination

Date;

(ii) if Linear Interpolation is specified as applicable in respect of an Interest Period in the

applicable Pricing Supplement, the Rate of Interest for such Interest Period shall be

calculated by the Calculation Agent by straight-line linear interpolation by reference

to two rates which appear on the Relevant Screen Page as of the Relevant Time on the

relevant Interest Determination Date, where:

(A) one rate shall be determined as if the relevant Interest Period were the period of

time for which rates are available next shorter than the length of the relevant

Interest Period; and

(B) the other rate shall be determined as if the relevant Interest Period were the

period of time for which rates are available next longer than the length of the

relevant Interest Period;

provided, however, that if no rate is available for a period of time next shorter or,

as the case may be, next longer than the length of the relevant Interest Period, then

the Calculation Agent shall determine such rate at such time and by reference to such

sources as the relevant Issuer determines appropriate;

(iii) in any other case, the Calculation Agent will determine the arithmetic mean of the

Reference Rates which appear on the Relevant Screen Page as of the Relevant Time

on the relevant Interest Determination Date;

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(iv) if, in the case of (i) above, such rate does not appear on that page or, in the case of

(iii) above, fewer than two such rates appear on that page or if, in either case, the

Relevant Screen Page is unavailable, the Calculation Agent will:

(A) request the principal Relevant Financial Centre office of each of the Reference

Banks to provide a quotation of the Reference Rate at approximately the

Relevant Time on the Interest Determination Date to prime banks in the Relevant

Financial Centre interbank market in an amount that is representative for a single

transaction in that market at that time; and

(B) determine the arithmetic mean of such quotations; and

(v) if fewer than two such quotations are provided as requested, the Calculation Agent

will determine the arithmetic mean of the rates (being the nearest to the Reference

Rate, as determined by the Calculation Agent) quoted by major banks in the Principal

Financial Centre of the Specified Currency, selected by the Calculation Agent, at

approximately 11.00 a.m. (local time in the Principal Financial Centre of the Specified

Currency) on the first day of the relevant Interest Period for loans in the Specified

Currency to leading international banks for a period equal to the relevant Interest

Period and in an amount that is representative for a single transaction in that market

at that time,

and the Rate of Interest for such Interest Period shall be the sum of the Margin and the rate

or (as the case may be) the arithmetic mean so determined; provided, however, that if the

Calculation Agent is unable to determine a rate or (as the case may be) an arithmetic mean

in accordance with the above provisions in relation to any Interest Period, the Rate of

Interest applicable to the Notes during such Interest Period will be the sum of the Margin

and the rate or (as the case may be) the arithmetic mean last determined in relation to the

Notes in respect of a preceding Interest Period.

(d) ISDA Determination: If ISDA Determination is specified in the relevant Pricing

Supplement as the manner in which the Rate(s) of Interest is/are to be determined, the Rate

of Interest applicable to the Notes for each Interest Period will be the sum of the Margin

and the relevant ISDA Rate where “ISDA Rate” in relation to any Interest Period means a

rate equal to the Floating Rate (as defined in the ISDA Definitions) that would be

determined by the Calculation Agent under an interest rate swap transaction if the

Calculation Agent were acting as Calculation Agent for that interest rate swap transaction

under the terms of an agreement incorporating the ISDA Definitions and under which:

(i) the Floating Rate Option (as defined in the ISDA Definitions) is as specified in the

relevant Pricing Supplement;

(ii) the Designated Maturity (as defined in the ISDA Definitions) is a period specified in

the relevant Pricing Supplement;

(iii) the relevant Reset Date (as defined in the ISDA Definitions) is either (A) if the

relevant Floating Rate Option is based on LIBOR for a currency, the first day of that

Interest Period or (B) in any other case, as specified in the relevant Pricing

Supplement; and

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(iv) if Linear Interpolation is specified as applicable in respect of an Interest Period in theapplicable Pricing Supplement, the Rate of Interest for such Interest Period shall becalculated by the Calculation Agent by straight-line linear interpolation by referenceto two rates based on the relevant Floating Rate Option, where:

(A) one rate shall be determined as if the Designated Maturity were the period oftime for which rates are available next shorter than the length of the relevantInterest Period; and

(B) the other rate shall be determined as if the Designated Maturity were the periodof time for which rates are available next longer than the length of the relevantInterest Period,

provided, however, that if there is no rate available for a period of time next shorterthan the length of the relevant Interest Period or, as the case may be, next longer thanthe length of the relevant Interest Period, then the Calculation Agent shall determinesuch rate at such time and by reference to such sources as the relevant Issuerdetermines appropriate.

(e) Maximum or Minimum Rate of Interest: If any Maximum Rate of Interest or Minimum Rateof Interest is specified in the relevant Pricing Supplement, then the Rate of Interest shallin no event be greater than the maximum or be less than the minimum so specified.

(f) Calculation of Interest Amount: The Calculation Agent will, as soon as practicable after thetime at which the Rate of Interest is to be determined in relation to each Interest Period,calculate the Interest Amount payable in respect of each Note for such Interest Period. TheInterest Amount will be calculated by applying the Rate of Interest for such Interest Periodto the Calculation Amount, multiplying the product by the relevant Day Count Fraction,rounding the resulting figure to the nearest sub-unit of the Specified Currency (half asub-unit being rounded upwards) and multiplying such rounded figure by a fraction equalto the Specified Denomination of the relevant Note divided by the Calculation Amount. Forthis purpose a “sub-unit” means, in the case of any currency other than United Statesdollars, the lowest amount of such currency that is available as legal tender in the countryof such currency and, in the case of United States dollars, means one cent.

(g) Publication: The Calculation Agent will cause each Rate of Interest and Interest Amountdetermined by it, together with the relevant Interest Payment Date, and any other amount(s)required to be determined by it together with any relevant payment date(s) to be notifiedto the Paying Agents as soon as practicable after such determination but (in the case of eachRate of Interest, Interest Amount and Interest Payment Date) in any event not later than thefirst day of the relevant Interest Period. Notice thereof shall also promptly be given by therelevant Issuer to the Noteholders. The relevant Issuer, the Trustee and the CalculationAgent will be entitled to recalculate any Interest Amount (on the basis of the foregoingprovisions) without notice in the event of an extension or shortening of the relevant InterestPeriod. If the Calculation Amount is less than the minimum Specified Denomination theCalculation Agent shall not be obliged to publish each Interest Amount but instead maypublish only the Calculation Amount and the Interest Amount in respect of a Note havingthe minimum Specified Denomination.

(h) Notifications etc: All notifications, opinions, determinations, certificates, calculations,quotations and decisions given, expressed, made or obtained for the purposes of thisCondition by the Calculation Agent will (in the absence of manifest error) be binding onthe relevant Issuer, (in respect of each Tranche of Guaranteed Notes) the Guarantor, thePaying Agents, the Noteholders and the Couponholders and (subject as aforesaid) noliability to any such Person will attach to the Calculation Agent in connection with theexercise or non-exercise by it of its powers, duties and discretions for such purposes.

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8. Zero Coupon Note Provisions

(a) Application: This Condition 8 (Zero Coupon Note Provisions) is applicable to the Notesonly if the Zero Coupon Note Provisions are specified in the relevant Pricing Supplementas being applicable.

(b) Late payment on Zero Coupon Notes: If the Redemption Amount payable in respect of anyZero Coupon Note is improperly withheld or refused, the Redemption Amount shallthereafter be an amount equal to the sum of:

(i) the Reference Price; and

(ii) the product of the Accrual Yield (compounded annually) being applied to theReference Price on the basis of the relevant Day Count Fraction from (and including)the Issue Date to (but excluding) whichever is the earlier of (i) the day on which allsums due in respect of such Note up to that day are received by or on behalf of therelevant Noteholder and (ii) the day which is seven days after the Principal PayingAgent has notified the Noteholders that it has received all sums due in respect of theNotes up to such seventh day (except to the extent that there is any subsequent defaultin payment).

9. Redemption and Purchase

(a) Scheduled redemption: Unless previously redeemed, or purchased and cancelled, the Noteswill be redeemed at their Final Redemption Amount on the Maturity Date, subject asprovided in Condition 10 (Payments - Bearer Notes) and Condition 11 (Payments -Registered Notes).

(b) Redemption for tax reasons: The Notes may be redeemed at the option of the relevant Issuerin whole, but not in part:

(i) at any time (unless the Floating Rate Note Provisions are specified in the relevantPricing Supplement as being applicable); or

(ii) on any Interest Payment Date (if the Floating Rate Note Provisions are specified in therelevant Pricing Supplement as being applicable),

on giving not less than 30 nor more than 60 days’ notice to the Noteholders, or such otherperiod(s) as may be specified in the relevant Pricing Supplement, (which notice shall beirrevocable), at their Early Redemption Amount (Tax), together with interest accrued (ifany) to the date fixed for redemption, if, immediately before giving such notice, therelevant Issuer satisfies the Trustee that:

(A) (1) the relevant Issuer has or will become obliged to pay additional amounts asprovided or referred to in Condition 12 (Taxation) as a result of any change in,or amendment to, the laws or regulations of Singapore or any politicalsubdivision or any authority thereof or therein having power to tax, or anychange in the application or official interpretation of such laws or regulations(including a holding by a court of competent jurisdiction), or the Notes do notqualify as “qualifying debt securities” for the purposes of the Income Tax Act,Chapter 134 of Singapore, which change or amendment becomes effective on orafter the date on which agreement is reached to issue the first Tranche of theNotes; and (2) such obligation cannot be avoided by the relevant Issuer takingreasonable measures available to it; or

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(B) in respect of each Tranche of Guaranteed Notes, (1) the Guarantor has or (if ademand was made under the Guarantee of the Notes) would become obliged topay additional amounts as provided or referred to in Condition 12 (Taxation) asa result of any change in, or amendment to, the laws or regulations of Singaporeor any political subdivision or any authority thereof or therein having power totax, or any change in the application or official interpretation of such laws orregulations (including a holding by a court of competent jurisdiction), whichchange or amendment becomes effective on or after the date on which agreementis reached to issue the first Tranche of the Notes; and (2) such obligation cannotbe avoided by the Guarantor taking reasonable measures available to it,

provided, however, that no such notice of redemption shall be given earlier than:

(1) where the Notes may be redeemed at any time, 90 days (or such other period asmay be specified in the relevant Pricing Supplement) prior to the earliest date onwhich the relevant Issuer or (in respect of each Tranche of Guaranteed Notes) theGuarantor would be obliged to pay such additional amounts if a payment inrespect of the Notes were then due or (in respect of each Tranche of GuaranteedNotes) a demand under the Guarantee of the Notes were then made; or

(2) where the Notes may be redeemed only on an Interest Payment Date, 60 days (orsuch other period as may be specified in the relevant Pricing Supplement) priorto the Interest Payment Date occurring immediately before the earliest date onwhich the relevant Issuer or (in respect of each Tranche of Guaranteed Notes) theGuarantor would be obliged to pay such additional amounts if a payment inrespect of the Notes were then due or (in respect of each Tranche of GuaranteedNotes) a demand under the Guarantee of the Notes were then made.

Prior to the publication of any notice of redemption pursuant to this paragraph, the relevantIssuer shall deliver or procure that there is delivered to the Trustee (A) a certificate signedby an officer of the relevant Issuer stating that the relevant Issuer is entitled to effect suchredemption and setting forth a statement of facts showing that the conditions precedent tothe right of the relevant Issuer so to redeem have occurred of and (B) an opinion ofindependent legal advisers of recognised standing to the effect that the relevant Issuer or(in respect of each Tranche of Guaranteed Notes) the Guarantor has or will become obligedto pay such additional amounts as a result of such change or amendment.

The Trustee shall be entitled to accept and rely upon such certificate as sufficient evidenceof the satisfaction of the circumstances set out above, in which event they shall beconclusive and binding on the Noteholders.

Upon the expiry of any such notice as is referred to in this Condition 9(b), the relevantIssuer shall be bound to redeem the Notes in accordance with this Condition 9(b).

(c) Redemption at the option of the Issuer: If the Call Option is specified in the relevant PricingSupplement as being applicable, the Notes may be redeemed at the option of the relevantIssuer in whole or, if so specified in the relevant Pricing Supplement, in part on anyOptional Redemption Date (Call) at the relevant Optional Redemption Amount (Call) on therelevant Issuer’s giving not less than 30 nor more than 60 days’ notice to the Noteholders,or such other period(s) as may be specified in the relevant Pricing Supplement (whichnotice shall be irrevocable and shall oblige the relevant Issuer to redeem the Notes or, asthe case may be, the Notes specified in such notice on the relevant Optional RedemptionDate (Call) at the Optional Redemption Amount (Call) plus accrued interest (if any) to suchdate).

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(d) Partial redemption: If the Notes are to be redeemed in part only on any date in accordancewith Condition 9(c) (Redemption at the option of the Issuer), in the case of Bearer Notes,the Notes to be redeemed shall be selected by the drawing of lots in such place as thePrincipal Paying Agent and the relevant Issuer approve and in such manner as the PrincipalPaying Agent and the relevant Issuer consider appropriate, subject to compliance withapplicable law, the rules of each competent authority, stock exchange and/or quotationsystem (if any) by which the Notes have then been admitted to listing, trading and/orquotation and the notice to Noteholders referred to in Condition 9(c) (Redemption at theoption of the Issuer) shall specify the serial numbers of the Notes so to be redeemed, and,in the case of Registered Notes, each Note shall be redeemed in part in the proportion whichthe aggregate principal amount of the outstanding Notes to be redeemed on the relevantOptional Redemption Date (Call) bears to the aggregate principal amount of outstandingNotes on such date. If any Maximum Redemption Amount or Minimum RedemptionAmount is specified in the relevant Pricing Supplement, then the Optional RedemptionAmount (Call) shall in no event be greater than the maximum or be less than the minimumso specified.

(e) Redemption at the option of Noteholders: If the Put Option is specified in the relevantPricing Supplement as being applicable, the relevant Issuer shall, at the option of theHolder of any Note redeem such Note on the Optional Redemption Date (Put) specified inthe relevant Put Option Notice at the relevant Optional Redemption Amount (Put) togetherwith interest (if any) accrued to such date. In order to exercise the option contained in thisCondition 9(e), the Holder of a Note must, not less than 30 nor more than 60 days beforethe relevant Optional Redemption Date (Put) (or such other period(s) as may be specifiedin the relevant Pricing Supplement), deposit with any Paying Agent such Note together withall unmatured Coupons relating thereto and a duly completed Put Option Notice in the formobtainable from any Paying Agent. The Paying Agent with which a Note is so depositedshall deliver a duly completed Put Option Receipt to the depositing Noteholder. No Note,once deposited with a duly completed Put Option Notice in accordance with this Condition9(e), may be withdrawn; provided, however, that if, prior to the relevant OptionalRedemption Date (Put), any such Note becomes immediately due and payable or, upon duepresentation of any such Note on the relevant Optional Redemption Date (Put), payment ofthe redemption moneys is improperly withheld or refused, the relevant Paying Agent shallmail notification thereof to the depositing Noteholder at such address as may have beengiven by such Noteholder in the relevant Put Option Notice and shall hold such Note at itsSpecified Office for collection by the depositing Noteholder against surrender of therelevant Put Option Receipt. For so long as any outstanding Note is held by a Paying Agentin accordance with this Condition 9(e), the depositor of such Note and not such PayingAgent shall be deemed to be the Holder of such Note for all purposes.

(f) No other redemption: The relevant Issuer shall not be entitled to redeem the Notesotherwise than as provided in paragraphs (a) to (e) above or as otherwise specified in therelevant Pricing Supplement.

(g) Early redemption of Zero Coupon Notes: Unless otherwise specified in the relevant PricingSupplement, the Redemption Amount payable on redemption of a Zero Coupon Note at anytime before the Maturity Date shall be an amount equal to the sum of:

(i) the Reference Price; and

(ii) the product of the Accrual Yield (compounded annually) being applied to theReference Price from (and including) the Issue Date to (but excluding) the date fixedfor redemption or (as the case may be) the date upon which the Note becomes due andpayable.

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Where such calculation is to be made for a period which is not a whole number of years,

the calculation in respect of the period of less than a full year shall be made on the basis

of such Day Count Fraction as may be specified in the Pricing Supplement for the purposes

of this Condition 9(g) or, if none is so specified, a Day Count Fraction of 30E/360.

(h) Purchase: The Company or any of its Subsidiaries may at any time purchase Notes in the

open market or otherwise and at any price, provided that all unmatured Coupons are

purchased therewith.

(i) Cancellation: All Notes purchased by or on behalf of the Company or any of its

Subsidiaries may be surrendered for cancellation, in the case of Bearer Notes, bysurrendering each such Note together with all unmatured Coupons and all unexchangedTalons to the Principal Paying Agent and, in the case of Registered Notes, by surrenderingthe Certificate representing such Notes to the Registrar and, in each case, if so surrendered,the same shall, together with all Notes redeemed by the relevant Issuer, be cancelledforthwith (together with all unmatured Coupons and unexchanged Talons attached theretoor surrendered therewith). Any Notes so surrendered for cancellation may not be reissuedor resold and the obligations of the relevant Issuer and (in respect of each Tranche ofGuaranteed Notes) the Guarantor in respect of any such Notes shall be discharged.

(j) Calculations: Neither the Trustee nor any of the Agents (other than the Calculation Agentand solely in respect of its functions as an appointment Calculation Agent of the relevantIssuer) shall be responsible for calculating or verifying the calculations of any amountunder any notice of redemption and shall not be liable to the Noteholders or any otherperson for not doing so.

10. Payments - Bearer Notes

This Condition 10 is only applicable to Bearer Notes.

(a) Principal: Payments of principal shall be made only against presentation and (providedthat payment is made in full) surrender of Bearer Notes at the Specified Office of anyPaying Agent outside the United States (i) in the case of a currency other than Renminbi,by transfer to an account denominated in the currency in which the payment is due on (or,if that currency is euro, any other account to which euro may be credited or transferred) andmaintained by the payee with, a bank in the Principal Financial Centre of that currency, and(ii) in the case of Renminbi, by transfer to an account denominated in Renminbi andmaintained by the payee with a bank in Hong Kong.

(b) Interest: Payments of interest shall, subject to paragraph (h) below, be made only againstpresentation and (provided that payment is made in full) surrender of the appropriateCoupons at the Specified Office of any Paying Agent outside the United States in themanner described in paragraph (a) above.

(c) Payments in New York City: Payments of principal or interest may be made at the SpecifiedOffice of a Paying Agent in New York City if (i) the relevant Issuer has appointed PayingAgents outside the United States with the reasonable expectation that such Paying Agentswill be able to make payment of the full amount of the interest on the Notes in the currencyin which the payment is due when due, and payment of the full amount of such interest atthe offices of all such Paying Agents is illegal or effectively precluded by exchangecontrols or other similar restrictions and (ii) payment is permitted by applicable UnitedStates law.

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(d) Payments subject to fiscal laws: All payments in respect of the Bearer Notes are subject in

all cases to (i) any applicable fiscal or other laws and regulations in the place of payment

and (ii) any withholding or deduction required pursuant to an agreement described in

Section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) or

otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or

agreements thereunder, any official interpretations thereof, or any law implementing an

intergovernmental approach thereto. No commissions or expenses shall be charged to the

Noteholders or Couponholders in respect of such payments.

(e) Deductions for unmatured Coupons: If the relevant Pricing Supplement specifies that the

Fixed Rate Note Provisions are applicable and a Bearer Note is presented without all

unmatured Coupons relating thereto:

(i) if the aggregate amount of the missing Coupons is less than or equal to the amount of

principal due for payment, a sum equal to the aggregate amount of the missing

Coupons will be deducted from the amount of principal due for payment; provided,however, that if the gross amount available for payment is less than the amount of

principal due for payment, the sum deducted will be that proportion of the aggregate

amount of such missing Coupons which the gross amount actually available for

payment bears to the amount of principal due for payment;

(ii) if the aggregate amount of the missing Coupons is greater than the amount of principal

due for payment:

(A) so many of such missing Coupons shall become void (in inverse order of

maturity) as will result in the aggregate amount of the remainder of such missing

Coupons (the “Relevant Coupons”) being equal to the amount of principal due

for payment; provided, however, that where this sub-paragraph would

otherwise require a fraction of a missing Coupon to become void, such missing

Coupon shall become void in its entirety; and

(B) a sum equal to the aggregate amount of the Relevant Coupons (or, if less, the

amount of principal due for payment) will be deducted from the amount of

principal due for payment; provided, however, that, if the gross amount

available for payment is less than the amount of principal due for payment, the

sum deducted will be that proportion of the aggregate amount of the Relevant

Coupons (or, as the case may be, the amount of principal due for payment) which

the gross amount actually available for payment bears to the amount of principal

due for payment.

Each sum of principal so deducted shall be paid in the manner provided in paragraph (a)

above against presentation and (provided that payment is made in full) surrender of the

relevant missing Coupons.

(f) Unmatured Coupons void: If the relevant Pricing Supplement specifies that this Condition

10(f) is applicable or that the Floating Rate Note Provisions are applicable, on the due date

for final redemption of any Note or early redemption in whole of such Note pursuant to

Condition 9(b) (Redemption for tax reasons), Condition 9(c) (Redemption at the option of

the Issuer), Condition 9(e) (Redemption at the option of Noteholders) or Condition 13

(Events of Default), all unmatured Coupons relating thereto (whether or not still attached)

shall become void and no payment will be made in respect thereof.

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(g) Payments on business days: If the due date for payment of any amount in respect of any

Bearer Note or Coupon is not a Payment Business Day in the place of presentation, the

Holder shall not be entitled to payment in such place of the amount due until the next

succeeding Payment Business Day in such place and shall not be entitled to any further

interest or other payment in respect of any such delay.

(h) Payments other than in respect of matured Coupons: Payments of interest other than in

respect of matured Coupons shall be made only against presentation of the relevant Bearer

Notes at the Specified Office of any Paying Agent outside the United States (or in New York

City if permitted by paragraph (c) above).

(i) Partial payments: If a Paying Agent makes a partial payment in respect of any Bearer Note

or Coupon presented to it for payment, such Paying Agent will endorse thereon a statement

indicating the amount and date of such payment.

(j) Exchange of Talons: On or after the maturity date of the final Coupon which is (or was at

the time of issue) part of a Coupon Sheet relating to the Bearer Notes, the Talon forming

part of such Coupon Sheet may be exchanged at the Specified Office of the Principal Paying

Agent for a further Coupon Sheet (including, if appropriate, a further Talon but excluding

any Coupons in respect of which claims have already become void pursuant to Condition

14 (Prescription). Upon the due date for redemption of any Bearer Note, any unexchanged

Talon relating to such Note shall become void and no Coupon will be delivered in respect

of such Talon.

(k) Renminbi fallback: Notwithstanding any other provision in these Conditions, if by reason

of Inconvertibility, Non-transferability or Illiquidity, neither the relevant Issuer nor (in

respect of each Tranche of Guaranteed Notes) the Guarantor, in their sole discretion, is able

to satisfy payments of principal or interest in respect of Bearer Notes when due in Renminbi

in Singapore, the relevant Issuer or (in respect of each Tranche of Guaranteed Notes) the

Guarantor may, on giving not less than 10 nor more than 30 days’ irrevocable notice to the

Noteholders and the Paying Agent prior to the due date for the relevant payment, settle any

such payment in Singapore dollars on the due date at the Singapore Dollar Equivalent of

any such Renminbi denominated amount. In such event, payment of the Singapore Dollar

Equivalent (as applicable) of the relevant amounts due under the Bearer Notes shall be

made by transfer to a Singapore dollar denominated account maintained by the payee with

a bank in Singapore.

11. Payments - Registered Notes

This Condition 11 is only applicable to Registered Notes.

(a) Principal: Payments of principal shall be made (i) in the case of a currency other than

Renminbi, by transfer to an account denominated in the currency in which payment is due

(or, if that currency is euro, any other account to which euro may be credited or transferred)

and maintained by the payee with, a bank in the Principal Financial Centre of that currency

and (ii) in the case of Renminbi, by transfer to an account denominated in Renminbi and

maintained by the payee with a bank in Hong Kong, and (in the case of redemption) upon

surrender (or, in the case of part payment only, endorsement) of the relevant Note

Certificates at the Specified Office of any Paying Agent.

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(b) Interest: Payments of interest shall be made by transfer to an account denominated in thecurrency in which payment is due (or, if that currency is euro, any other account to whicheuro may be credited or transferred) and maintained by the payee with, a bank in thePrincipal Financial Centre of that currency and (in the case of interest payable onredemption) upon surrender (or, in the case of part payment only, endorsement) of therelevant Note Certificates at the Specified Office of any Paying Agent.

(c) Payments subject to fiscal laws: All payments in respect of the Registered Notes are subjectin all cases to (i) any applicable fiscal or other laws and regulations in the place of payment,but without prejudice to the provisions of Condition 12 (Taxation) and (ii) any withholdingor deduction required pursuant to an agreement described in Section 1471(b) of the Codeor otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulationsor agreements thereunder, any official interpretations thereof, or any law implementing anintergovernmental approach thereto. No commissions or expenses shall be charged to theNoteholders in respect of such payments.

(d) Payments on business days: Where payment is to be made by transfer to an account,payment instructions (for value the due date, or, if the due date is not Payment BusinessDay, for value the next succeeding Payment Business Day) will be initiated (i) (in the caseof payments of principal and interest payable on redemption) on the later of the due datefor payment and the day on which the relevant Note Certificate is surrendered (or, in thecase of part payment only, endorsed) at the Specified Office of a Paying Agent and (ii) (inthe case of payments of interest payable other than on redemption) on the due date forpayment. A Holder of a Registered Note shall not be entitled to any interest or otherpayment in respect of any delay in payment resulting from the due date for a payment notbeing a Payment Business Day.

(e) Partial payments: If a Paying Agent makes a partial payment in respect of any RegisteredNote, the relevant Issuer shall procure that the amount and date of such payment are notedon the Register and, in the case of partial payment upon presentation of a Note Certificate,that a statement indicating the amount and the date of such payment is endorsed on therelevant Note Certificate.

(f) Record date: Each payment in respect of a Registered Note will be made to the personshown as the Holder in the Register at the close of business in the place of the Registrar’sSpecified Office on the fifteenth day before the due date for such payment (the “RecordDate”).

(g) Renminbi fallback: Notwithstanding any other provision in these Conditions, if by reasonof Inconvertibility, Non-transferability or Illiquidity, neither the relevant Issuer nor (inrespect of each Tranche of Guaranteed Notes) the Guarantor, in their sole discretion, is ableto satisfy payments of principal or interest in respect of Registered Notes when due inRenminbi in Singapore, the relevant Issuer or (in respect of each Tranche of GuaranteedNotes) the Guarantor may, on giving not less than 10 nor more than 30 days’ irrevocablenotice to the Noteholders and the Paying Agent prior to the due date for the relevantpayment, settle any such payment in Singapore dollars on the due date at the SingaporeDollar Equivalent of any such Renminbi denominated amount. In such event, payment ofthe Singapore Dollar Equivalent (as applicable) of the relevant amounts due under theRegistered Notes shall be made by transfer to a Singapore dollar denominated accountmaintained by the payee with a bank in Singapore.

So long as the Global Note Certificate is held on behalf of Euroclear, Clearstream,Luxembourg or any other clearing system, each payment in respect of the Global NoteCertificate will be made to the person shown as the holder in the Register at the close ofbusiness of the relevant clearing system on the Clearing System Business Day before thedue date for such payments, where “Clearing System Business Day” means a weekday

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(Monday to Friday, inclusive) except 25 December and 1 January. So long as the GlobalNote Certificate or the Global Note is held on behalf of CDP, the record date for purposesof determining entitlements to any payment of principal, interest and any other amounts inrespect of the Note shall, unless otherwise specified by the relevant Issuer, be the datefalling five business days prior to the relevant payment date (or such other date as may beprescribed by CDP).

12. Taxation

(a) Gross up: All payments of principal and interest in respect of the Notes and the Couponsby or on behalf of the relevant Issuer or (in respect of each Tranche of Guaranteed Notes)or the Guarantor shall be made free and clear of, and without withholding or deduction foror on account of, any present or future taxes, duties, assessments or governmental chargesof whatever nature imposed, levied, collected, withheld or assessed by or on behalf ofSingapore or any political subdivision therein or any authority therein or thereof havingpower to tax, unless the withholding or deduction of such taxes, duties, assessments, orgovernmental charges is required by law. In that event, the relevant Issuer or (in respect ofeach Tranche of Guaranteed Notes) or the Guarantor shall pay such additional amounts aswill result in receipt by the Noteholders and the Couponholders after such withholding ordeduction of such amounts as would have been received by them had no such withholdingor deduction been required, except that no such additional amounts shall be payable inrespect of any Note or Coupon:

(i) held by or on behalf of a Holder who is (A) treated as a resident of Singapore or ashaving a permanent establishment in Singapore for tax purposes or (B) liable to suchtaxes, duties, assessments or governmental charges in respect of such Note or Couponby reason of its having some connection with the jurisdiction by which such taxes,duties, assessments or charges have been imposed, levied, collected, withheld orassessed other than the mere holding of the Note or Coupon; or

(ii) where the relevant Note or Coupon or Note Certificate is presented or surrendered forpayment more than 30 days after the Relevant Date except to the extent that the Holderof such Note or Coupon would have been entitled to such additional amounts onpresenting or surrendering such Note or Coupon or Note Certificate for payment onthe last day of such period of 30 days; or

(iii) to, or to a third party on behalf of, a holder who could lawfully avoid (but has not soavoided) such deduction or withholding by complying or procuring that any thirdparty complies with any statutory requirements or by making or procuring that anythird party makes a declaration of non-residence or other similar claim for exemptionto any tax authority in the place where the relevant Note (or the Certificaterepresenting it), or Coupon is presented for payment.

Notwithstanding any other provision of these Conditions, in no event will the relevantIssuer or (in respect of each Tranche of Guaranteed Notes) the Guarantor be required to payany additional amounts in respect of the Notes and Coupons for, or on account of, anywithholding or deduction required pursuant to an agreement described in Section 1471(b)of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, anyregulations or agreements thereunder, or any official interpretations thereof, or any lawimplementing an intergovernmental approach thereto.

(b) Taxing jurisdiction: If the relevant Issuer or (in respect of each Tranche of GuaranteedNotes) the Guarantor becomes subject at any time to any taxing jurisdiction other thanSingapore, references in these Conditions to Singapore shall be construed as references toSingapore and/or such other jurisdiction.

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13. Events of Default

If any of the following events occurs, then the Trustee at its discretion may and, if so requested

in writing by Holders of at least one quarter of the aggregate principal amount of the outstanding

Notes or if so directed by an Extraordinary Resolution, shall (subject to the Trustee having been

indemnified, pre-funded and/or provided with security to its satisfaction) give written notice to

the relevant Issuer declaring the Notes to be immediately due and payable, whereupon they shall

become immediately due and payable at their Early Termination Amount together with accrued

interest (if any) without further action or formality:

(a) Non-payment: the relevant Issuer fails to pay any amount of principal in respect of the

Notes within seven days of the due date for payment thereof or fails to pay any amount of

interest in respect of the Notes within fourteen days of the due date for payment thereof;

or

(b) Breach of other obligations: the relevant Issuer or (in respect of each Tranche of

Guaranteed Notes) the Guarantor defaults in the performance or observance of any of its

other obligations under or in respect of the Notes or the Trust Deed and such default

remains unremedied for 45 days after the Trustee has given written notice thereof to the

relevant Issuer or (in respect of each Tranche of Guaranteed Notes) the Guarantor; or

(c) Cross-default of Company or Principal Subsidiary:

(i) any Indebtedness of the Company or any of its Principal Subsidiaries is not paid when

due or (as the case may be) within any applicable grace period;

(ii) any such Indebtedness becomes due and payable prior to its stated maturity by reason

of any event of default, howsoever described; or

(iii) the Company or any of its Principal Subsidiaries fails to pay when due any amount

payable by it under any guarantee of any Indebtedness;

provided that the amount of Indebtedness referred to in sub-paragraph (i) and/or

sub-paragraph (ii) above and/or the amount payable under any guarantee referred to in

sub-paragraph (iii) above, individually or in the aggregate, exceeds S$80,000,000 (or its

equivalent in any other currency or currencies); or

(d) Unsatisfied judgment: one or more judgment(s) or order(s) for the payment of an amount

or amounts exceeding in the aggregate S$80,000,000 (or its equivalent in any other

currency or currencies) is rendered against the Company or any of its Principal Subsidiaries

and continue(s) unsatisfied and unstayed for a period of 45 days after the date(s) thereof

or, if later, the date therein specified for payment; or

(e) Security enforced: a secured party takes possession, or a receiver, manager or other similar

officer is appointed, of the whole or a substantial part of the undertaking, assets and

revenues of the Company or any of its Principal Subsidiaries and is not discharged within

60 days; or

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(f) Insolvency, etc.: the Company or any of its Principal Subsidiaries (i) is (or is deemed bylaw or a court to be) insolvent or unable to pay its debts; (ii) stops or suspends paymentof all or a material part of its Indebtedness (other than those contested in good faith andby appropriate proceedings); (iii) begins negotiations or takes any proceeding under anylaw for deferral, rescheduling or other readjustment of all or a material part of itsIndebtedness which it will or is likely to otherwise be unable to pay when due; (iv) proposesor makes a general assignment or an arrangement or composition with or for the benefit ofthe relevant creditors or a moratorium is agreed or declared in respect of or affecting all ora material part of the Indebtedness of the Company or any of its Principal Subsidiariesprovided that, no Event of Default shall occur under this Condition 10(f) in relation to anyPrincipal Subsidiary if such event occurs pursuant to a consolidation, reorganisation,amalgamation, merger or reconstruction involving such Principal Subsidiary or transfer ofassets to a Subsidiary of the Company or a real estate investment trust or property trust fundor similar entity (A) established by the Company or any of its related corporations or (B)in which the Company holds a direct or indirect investment of at least 10.0 per cent. and(in each case) such event is not likely to materially and adversely affect the ability of theCompany to perform or comply with its payment obligations under the Trust Deed or anyof the Notes (whether as Issuer or Guarantor); or

(g) Winding-up, etc.: (i) an order is made or an effective resolution is passed for, or theCompany or any of its Principal Subsidiaries initiates or consents to judicial proceedingsrelating to itself in relation to, the winding-up of the Company or any of its PrincipalSubsidiaries; or (ii) a liquidator (including a provisional liquidator), receiver, judicialmanager, trustee, administrator, agent or similar officer of the Company or any of itsPrincipal Subsidiaries or over any material part of the assets of the Company or any of itsPrincipal Subsidiaries is appointed (except, in the case of a Principal Subsidiary only, forthe purpose of a solvent winding-up or where it is followed by a consolidation,reorganisation, amalgamation, merger, reconstruction involving such Principal Subsidiaryor transfer of assets to a Subsidiary of the Company or a real estate investment trust orproperty trust fund or similar entity (A) established by the Company or any of its relatedcompanies or (B) in which the Company holds a direct or indirect investment of at least10.0 per cent. and (in each case) such event is not likely to materially and adversely affectthe ability of the Company to perform or comply with its payment obligations under theTrust Deed or any of the Notes, whether as Issuer or Guarantor); or

(h) Cessation of business: the Company or any of its Principal Subsidiaries ceases to carry onall or substantially all of its business, otherwise than for the purposes of such aconsolidation, reorganisation, amalgamation, merger or reconstruction involving suchPrincipal Subsidiary or transfer of assets to a Subsidiary of the Company or a real estateinvestment trust or property trust fund or similar entity (i) established by the Company orany of its related corporations or (ii) in which the Company holds a direct or indirectinvestment of at least 10.0 per cent. and (in each case) such event is not likely to materiallyand adversely affect the ability of the Company to perform or comply with its paymentobligations under the Trust Deed or any of the Notes (whether as Issuer or Guarantor); or

(i) Analogous event: any event occurs which under the laws of Singapore has an analogouseffect to any of the events referred to in paragraphs (d) (Unsatisfied judgment) to (g)(Winding-up, etc.) above; or

(j) Failure to take action etc.: any action, condition or thing at any time required to be taken,fulfilled or done in order (i) to enable the relevant Issuer or (in respect of each Tranche ofGuaranteed Notes) the Guarantor lawfully to enter into, exercise its rights and perform andcomply with its obligations under and in respect of the Notes or the Trust Deed, (ii) toensure that those obligations are legal, valid, binding and enforceable and (iii) to make theNotes, the Coupons and the Trust Deed admissible in evidence in the courts of Singaporeis not taken, fulfilled or done; or

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(k) Unlawfulness: it is or will become unlawful for the relevant Issuer or (in respect of eachTranche of Guaranteed Notes) the Guarantor to perform or comply with any of its paymentor other material obligations under or in respect of the Notes or the Trust Deed; or

(l) Contestation: the Trust Deed or any of the Notes ceases for any reason (or is claimed bythe relevant Issuer or (in respect of each Tranche of Guaranteed Notes) the Guarantor not)to be the legal and valid obligations of the relevant Issuer or (in respect of each Trancheof Guaranteed Notes) the Guarantor, binding upon it in accordance with its terms; or

(m) Government intervention: all or any substantial (in the opinion of the Trustee) part of theundertaking, assets and revenues of the Company or any of its Principal Subsidiaries iscondemned, seized or otherwise appropriated by any Person acting under the authority ofany national, regional or local government; or

(n) Declared company: the Company or any of its Principal Subsidiaries is declared by theMinister of Finance to be a declared company under the provisions of Part IX of theCompanies Act.

14. Prescription

Claims for principal in respect of Bearer Notes shall become void unless the relevant BearerNotes are presented for payment within ten years of the appropriate Relevant Date. Claims forinterest in respect of Bearer Notes shall become void unless the relevant Coupons are presentedfor payment within five years of the appropriate Relevant Date. Claims for principal and intereston redemption in respect of Registered Notes shall become void unless the relevant NoteCertificates are surrendered for payment within ten years of the appropriate Relevant Date.

15. Replacement of Notes and Coupons

If any Note, Note Certificate or Coupon is lost, stolen, mutilated, defaced or destroyed, it maybe replaced at the Specified Office of the Principal Paying Agent, in the case of Bearer Notes,or the Registrar, in the case of Registered Notes (and, if the Notes are then admitted to listing,trading and/or quotation by any competent authority, stock exchange and/or quotation systemwhich requires the appointment of a Paying Agent or Transfer Agent in any particular place, thePaying Agent or Transfer Agent having its Specified Office in the place required by suchcompetent authority, stock exchange and/or quotation system), subject to all applicable laws andcompetent authority, stock exchange and/or quotation system requirements, upon payment by theclaimant of the expenses incurred in connection with such replacement and on such terms as toevidence, security, indemnity and otherwise as the relevant Issuer may reasonably require.Mutilated or defaced Notes, Note Certificates or Coupons must be surrendered beforereplacements will be issued.

16. Trustee and Agents

Under the Trust Deed, the Trustee is entitled to be indemnified, pre-funded and/or provided withsecurity and relieved from responsibility in certain circumstances and to be paid its costs andexpenses in priority to the claims of the Noteholders. In addition, the Trustee is entitled to enterinto business transactions with the Company and any entity relating to the Company withoutaccounting for any profit.

In the exercise of its powers and discretions under these Conditions and the Trust Deed, theTrustee will have regard to the interests of the Noteholders as a class and will not be responsiblefor any consequence for individual Holders of Notes as a result of such Holders being connectedin any way with a particular territory or taxing jurisdiction. In acting under the Agency

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Agreement and in connection with the Notes and the Coupons, the Agents act solely as agentsof the relevant Issuer and (to the extent provided therein) the Trustee and do not assume anyobligations towards or relationship of agency or trust for or with any of the Noteholders orCouponholders.

The initial Agents and their initial Specified Offices are listed below. The initial CalculationAgent (if any) is specified in the relevant Pricing Supplement. The relevant Issuer reserves theright (with the prior approval of the Trustee) at any time to vary or terminate the appointmentof any Agent and to appoint a successor fiscal agent or registrar or Calculation Agent andadditional or successor paying agents; provided, however, that:

(i) the relevant Issuer shall at all times maintain a principal paying agent and a registrar; and

(ii) if a Calculation Agent is specified in the relevant Pricing Supplement, the relevant Issuershall at all times maintain a Calculation Agent; and

(iii) if and for so long as the Notes are admitted to listing, trading and/or quotation by anycompetent authority, stock exchange and/or quotation system which requires theappointment of a Paying Agent and/or a Transfer Agent in any particular place, the relevantIssuer shall maintain a Paying Agent and/or a Transfer Agent having its Specified Office inthe place required by such competent authority, stock exchange and/or quotation system.

Notice of any change in any of the Agents or in their Specified Offices shall be given to theNoteholders by the relevant Issuer in accordance with the Trust Deed.

17. Meetings of Noteholders; Modification and Waiver

(a) Meetings of Noteholders: The Trust Deed contains provisions for convening meetings ofNoteholders to consider matters relating to the Notes, including the modification of anyprovision of these Conditions. Any such modification may be made if sanctioned by anExtraordinary Resolution. Such a meeting may be convened by the relevant Issuer or (inrespect of each Tranche of Guaranteed Notes) the Guarantor or by the Trustee and shall beconvened by the Trustee (subject to it being first indemnified, pre-funded and/or providedwith security to its satisfaction) upon the request in writing of Noteholders holding not lessthan one-tenth of the aggregate principal amount of the outstanding Notes. The quorum atany meeting convened to vote on an Extraordinary Resolution will be two or more Personsholding or representing one more than half of the aggregate principal amount of theoutstanding Notes or, at any adjourned meeting, two or more Persons being or representingNoteholders whatever the principal amount of the Notes held or represented; provided,however, that Reserved Matters may only be sanctioned by an Extraordinary Resolutionpassed at a meeting of Noteholders at which two or more Persons holding or representingnot less than three-quarters or, at any adjourned meeting, one quarter of the aggregateprincipal amount of the outstanding Notes form a quorum. Any Extraordinary Resolutionduly passed at any such meeting shall be binding on all the Noteholders and Couponholders,whether present or not.

(b) Written Resolutions and Electronic Consent:

(i) The Trust Deed provides that:

(A) a written resolution signed by or on behalf of the Holders of not less thanthree-quarters of the aggregate principal amount of a Series of Notes thenoutstanding who for the time being are entitled to receive notice of a meeting(such a resolution in writing (a “Written Resolution”) may be contained in onedocument or several documents in the same form, each signed by or on behalf ofone or more Noteholders); or

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(B) where the Notes are held by or on behalf of a clearing system or clearingsystems, approval of a resolution proposed by the relevant Issuer or (in respectof each Tranche of Guaranteed Notes) the Guarantor given by way of electronicconsents communicated through the electronic communications systems of therelevant clearing system(s) in accordance with their operating rules andprocedures by or on behalf of the Holders of not less than three-quarters of theaggregate principal amount of a Series of Notes then outstanding (an “ElectronicConsent”), shall, in each case for all purposes, be as valid and effective as anExtraordinary Resolution passed at a meeting of Noteholders duly convened andheld.

Electronic Consents are not capable of being communicated by Holders through anyelectronic communications system of CDP. Accordingly, where Notes are representedby a Global Note or a Global Note Certificate and such Global Note or Global NoteCertificate is held by CDP, Electronic Consents will not be possible.

(ii) A Written Resolution and/or Electronic Consent will be binding on all Noteholderswhether or not they participated in such Written Resolution and/or Electronic Consent,as the case may be.

(c) Modification and waiver: The Trustee may, without the consent of the Noteholders, agreeto any modification of these Conditions or the Trust Deed (other than in respect of aReserved Matter) which is, in the opinion of the Trustee, proper to make if, in the opinionof the Trustee, such modification will not be materially prejudicial to the interests ofNoteholders and to any modification of the Notes or the Trust Deed which is of a formal,minor or technical nature or is to correct a manifest error.

In addition, the Trustee may, without the consent of the Noteholders, authorise or waive anyproposed breach or breach of the Notes or the Trust Deed (other than a proposed breach orbreach relating to the subject of a Reserved Matter) if, in the opinion of the Trustee, theinterests of the Noteholders will not be materially prejudiced thereby.

Unless the Trustee agrees otherwise, any such authorisation, waiver or modification shallbe notified to the Noteholders as soon as practicable thereafter.

(d) Substitution: The Trust Deed contains provisions under which the Company, as Guarantor,or any other company may, without the consent of the Noteholders, assume the obligationsof the Subsidiary Issuer as principal debtor under the Trust Deed and the Notes providedthat certain conditions specified in the Trust Deed are fulfilled, including, in the case of asubstitution of the Subsidiary Issuer by a company other than the Company, a requirementthat the Guarantee of the Notes is fully effective in relation to the obligations of the newprincipal debtor under the Trust Deed and the Notes.

(e) Direction from Noteholders: Notwithstanding anything to the contrary in these Conditionsor the Trust Deed, whenever the Trustee is required or entitled by the terms of theseConditions or the Trust Deed to exercise any discretion or power, take any action, make anydecision or give any direction or certification, the Trustee is entitled, prior to exercising anysuch discretion or power, taking any such action, making any such decision, or giving anysuch direction or certification, to seek directions from the Noteholders by way of anExtraordinary Resolution and shall have been indemnified, pre-funded and/or provided withsecurity to its satisfaction against all action, proceedings, claims and demands to which itmay be or become liable and all costs, charges, damages, expenses (including legalexpenses) and liabilities which may be incurred by it in connection therewith, and theTrustee is not responsible for any loss or liability incurred by any person as a result of anydelay in it exercising such discretion or power, taking such action, making such decision,or giving such direction or certification where the Trustee is seeking such directions.

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(f) Certificates and reports: The Trustee may rely without liability to any Noteholder,Couponholder or to other person on a report, advice, opinion, confirmation or certificatefrom any lawyers, valuers, accountants (including the auditors, surveyors), financialadvisers, financial institution or any other expert, whether or not addressed to it andwhether their liability in relation thereto is limited (by its terms or by any engagement letterrelating thereto or in any other manner) by reference to a monetary cap, methodology orotherwise. The Trustee may accept and shall be entitled to rely on any such report,confirmation or certificate or advice and such report, confirmation, certificate, opinion oradvice shall be binding on the relevant Issuer, (in respect of each Tranche of GuaranteedNotes) the Guarantor, the Trustee, the Noteholders and the Couponholders.

18. Enforcement

At any time after the Notes become due and payable, the Trustee may at any time, at its discretionand without notice, institute such proceedings, actions or steps as it thinks fit to enforce its rightsunder the Trust Deed in respect of the Notes, but it shall not be bound to do so unless:

(i) it has been so requested in writing by the Holders of at least one quarter of the aggregateprincipal amount of the outstanding Notes or has been so directed by an ExtraordinaryResolution; and

(ii) it has been indemnified, pre-funded and/or provided with security to its satisfaction. NoNoteholder may proceed directly against the relevant Issuer or (in respect of each Trancheof Guaranteed Notes) the Guarantor unless the Trustee, having become bound to do so, failsto do so within a reasonable time and such failure is continuing.

19. Further Issues

The relevant Issuer may from time to time, without the consent of the Noteholders and inaccordance with the Trust Deed, create and issue further notes having the same terms andconditions as the Notes in all respects (or in all respects except for the first payment of interest)so as to form a single series with the Notes. The relevant Issuer may from time to time createand issue other series of notes having the benefit of the Trust Deed.

20. Notices

(a) Bearer Notes: Notices to the Holders of Bearer Notes shall be valid if published in a leadingEnglish language daily newspaper of general circulation in Singapore (which is expected tobe the The Business Times), or if such publication is not practicable, in a leading Englishlanguage daily newspaper having general circulation in Asia (which is expected to be theThe Wall Street Journal, Asian Edition), provided that, for so long as the Bearer Notes arelisted and admitted to trading on the Official List of the SGX-ST, notices to Holders ofBearer Notes shall also be valid if published by way of an announcement through theinternet-based submission system operated by the SGX-ST. Any such notice shall bedeemed to have been given on the date of first publication (or if published in more than onenewspaper, on the first date on which publication shall have been made in all the requirednewspapers). Couponholders shall be deemed for all purposes to have notice of the contentsof any notice given to the Holders of Bearer Notes.

(b) Registered Notes: Notices to the holders of Registered Notes shall be mailed to them attheir respective addresses in the Register provided that, for so long as the Registered Notesare listed and admitted to trading on the Official List of the SGX-ST, notices to Holders ofRegistered Notes shall also be valid if published by way of an announcement through theinternet-based submission system operated by the SGX-ST. Any such notice shall bedeemed to have been given on the fourth weekday (being a day other than a Saturday or aSunday) after the date of mailing.

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So long as the Notes are represented by a Global Note or a Global Note Certificate and suchGlobal Note or Global Note Certificate is held (i) on behalf of Euroclear or Clearstream, or anyother clearing system (except as provided in (ii) below), notices to the holders of Notes of thatSeries may be given by delivery of the relevant notice to that clearing system for communicationby it to entitled accountholders in substitution for publication as required by these Conditionsor by delivery of the relevant notice to the holder of the Global Note or Global Note Certificate;(ii) by CDP, notices to the holders of Notes of that Series may be given by delivery of the relevantnotice to the persons shown in the list of Noteholders provided by CDP or may be given by wayof publication in a leading English language daily newspaper of general circulation in Singapore(which is expected to be The Business Times) or by way of an announcement through theinternet-based submission system operated by the SGX-ST. Any such notice will be deemed tohave been given at 5:00 pm on the day the relevant clearing system receives such notice or twobusiness days after despatch or on the date of first publication.

21. Currency Indemnity

If any sum due from the relevant Issuer in respect of the Notes or the Coupons or any order orjudgment given or made in relation thereto has to be converted from the currency (the “firstcurrency”) in which the same is payable under these Conditions or such order or judgment intoanother currency (the “second currency”) for the purpose of (a) making or filing a claim or proofagainst the relevant Issuer, (b) obtaining an order or judgment in any court or other tribunal or(c) enforcing any order or judgment given or made in relation to the Notes, the relevant Issuershall indemnify each Noteholder, on the written demand of such Noteholder addressed to therelevant Issuer and delivered to the relevant Issuer or to the Specified Office of the PrincipalPaying Agent, against any loss suffered as a result of any discrepancy between (i) the rate ofexchange used for such purpose to convert the sum in question from the first currency into thesecond currency and (ii) the rate or rates of exchange at which such Noteholder may in theordinary course of business purchase the first currency with the second currency upon receipt ofa sum paid to it in satisfaction, in whole or in part, of any such order, judgment, claim or proof.

This indemnity constitutes a separate and independent obligation of the relevant Issuer and shallgive rise to a separate and independent cause of action.

22. Rounding

For the purposes of any calculations referred to in these Conditions (unless otherwise specifiedin these Conditions or the relevant Pricing Supplement), (a) all percentages resulting from suchcalculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentagepoint (with 0.000005 per cent. being rounded up to 0.00001 per cent.), (b) all Singapore orUnited States dollar amounts used in or resulting from such calculations will be rounded to thenearest cent (with one half cent being rounded up), (c) all Japanese Yen amounts used in orresulting from such calculations will be rounded downwards to the next lower whole JapaneseYen amount, and (d) all amounts denominated in any other currency used in or resulting fromsuch calculations will be rounded to the nearest two decimal places in such currency, with 0.005being rounded upwards.

23. Governing Law and Jurisdiction

(a) Governing law: The Trust Deed, the Agency Agreement, the Notes and the Coupons and anynon-contractual obligations arising out of or in connection with the Trust Deed, the AgencyAgreement, the Notes and the Coupons are governed by, and construed in accordance with:

(i) if the Notes are specified to be governed by English law in the applicable PricingSupplement, English law; or

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(ii) if the Notes are specified to be governed by Singapore law in the applicable Pricing

Supplement, Singapore law.

(b) Jurisdiction:

(i) Subject to Condition 23(b)(iii) below:

(A) if the Notes are specified to be governed by English law in the applicable Pricing

Supplement, the English courts; or

(B) if the Notes are specified to be governed by Singapore law in the applicable

Pricing Supplement, the courts of Singapore,

(the “Relevant Courts”) have exclusive jurisdiction to settle any dispute arising out

of or in connection with the Trust Deed, the Notes and/or the Coupons, including any

dispute as to their existence, validity, interpretation, performance, breach or

termination or the consequences of their nullity and any dispute relating to any

non-contractual obligations arising out of or in connection with the Trust Deed, the

Notes and/or the Coupons (a “Dispute”) and accordingly each of the relevant Issuer,

(in respect of each Tranche of Guaranteed Notes) the Guarantor and the Trustee and

any Noteholders or Couponholders in relation to any Dispute submits to the exclusive

jurisdiction of the Relevant Courts.

(ii) For the purposes of this Condition 23(b), the relevant Issuer and (in respect of each

Tranche of Guaranteed Notes) the Guarantor waives any objection to the Relevant

Courts on the grounds that they are an inconvenient or inappropriate forum to settle

any Dispute.

(iii) To the extent allowed by law, the Trustee, the Noteholders and the Couponholders

may, in respect of any Dispute or Disputes, take (1) proceedings in any other court

with jurisdiction; and (2) concurrent proceedings in any number of jurisdictions.

(c) Service of process:

(i) The relevant Issuer and (in respect of each Tranche of Guaranteed Notes) the

Guarantor agrees that the documents which start any Dispute under English law (an

“English Law Dispute”) and any other documents required to be served in relation to

such English Law Dispute may be served on it by being delivered to Robert Bird &

Partners Limited at Level 1, 47-51 Great Suffolk Street, Southwark, London SE1 0BS,

or to such other person with an address in England or Wales and/or such other address

in England or Wales as the Company or the relevant Issuer (as the case may be) may

specify by notice in writing to the Dealers. Nothing herein shall affect the right to

serve process in any other manner permitted by law. This Clause 23(c)(i) applies to

English Law Disputes in England and to English Law Disputes elsewhere.

(ii) The relevant Issuer and (in respect of each Tranche of Guaranteed Notes) the

Guarantor has in the Trust Deed and the Agency Agreement submitted to the

jurisdiction of the English courts.

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TERMS AND CONDITIONS OF THE SECURITIES

The following is the text of the terms and conditions of the Securities which, as completed by the

relevant Pricing Supplement, will be endorsed on each Security in definitive form issued under the

Programme. The terms and conditions applicable to any Security in global form will differ from those

terms and conditions which would apply to the Security were it in definitive form to the extent

described under “Summary of Provisions Relating to the Instruments while in Global Form”.

1. Introduction

(a) Programme: Surbana Jurong Private Limited (the “Company”) has established a

multicurrency debt issuance programme (the “Programme”) for the issuance of up to

U.S.$1,000,000,000 in aggregate principal amount of notes and/or senior and subordinated

perpetual capital securities (the “Securities”). These terms and conditions relate to the

Securities (as defined below) issued under the Programme.

(b) The Securities:

(i) The Securities are issued by either the Company (the “Direct Issuance Securities”)

or a Subsidiary Issuer (as defined below) (the “Guaranteed Securities”) pursuant to

the Trust Deed (as defined below). References to the “Issuer” or the “relevantIssuer” shall mean either the Company or the Subsidiary Issuer as specified in the

relevant Pricing Supplement. All capitalised terms that are not defined in these

Conditions will have the meanings given to them in the relevant Pricing Supplement.

The Guaranteed Securities issued by a Subsidiary Issuer will be guaranteed in the

Trust Deed (as defined below) by the Company (in respect of each Tranche of

Guaranteed Securities, the “Guarantor”). References in these Conditions to

“Securities” are to either the Direct Issuance Securities or the Guaranteed Securities,

in each case, of one Series only, and not to all Securities that may be issued under the

Programme.

(ii) The Securities may be issued in bearer form (“Bearer Securities”), or in registered

form (“Registered Securities”). All subsequent references in these Conditions to

“Securities” are to the Securities which are the subject of the relevant Pricing

Supplement. Copies of the relevant Pricing Supplement are available for viewing

during normal business hours at the registered office for the time being of the Trustee,

being at the date hereof One Canada Square, London E14 5AL, United Kingdom and

copies may be obtained from the Specified Office of each of the Paying Agents and

Transfer Agents. In the case of Securities cleared through CDP, the Securityholders

are entitled to the benefit of a deed of covenant entered into with CDP by the relevant

Issuer (each, a relevant “CDP Deed of Covenant”).

(c) Pricing Supplement: Securities issued under the Programme are issued in series (each a

“Series”) and each Series may comprise one or more tranches (each a “Tranche”) of

Securities. Each Tranche is the subject of a Pricing Supplement (the “PricingSupplement”) which supplements these terms and conditions (the “Conditions”). The

terms and conditions applicable to any particular Tranche of Securities are these Conditions

as supplemented, amended and/or replaced by the relevant Pricing Supplement. In the event

of any inconsistency between these Conditions and the relevant Pricing Supplement, the

relevant Pricing Supplement shall prevail.

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(d) Trust Deed: The Securities are constituted by, are subject to, and have the benefit of a trustdeed dated 14 September 2018 (as amended, restated or supplemented from time to time,the “Trust Deed”), which expression in these Conditions shall mean (a) if the Securities arespecified to be governed by English law in the applicable Pricing Supplement, an Englishlaw Trust Deed (as amended, restated or supplemented from time to time) dated14 September 2018 made between the Company and The Bank of New York Mellon, LondonBranch (the “Trustee”, which expression shall include any successor as Trustee); or (b) ifthe Securities are specified to be governed by Singapore law in the applicable PricingSupplement, a Singapore law Trust Deed (as amended, restated or supplemented from timeto time) dated 14 September 2018 made between the Company and the Trustee, whichincorporates the provisions of the English law Trust Deed dated 14 September 2018 madebetween the Company and the Trustee. In order for a Subsidiary Issuer to issue GuaranteedSecurities, such Subsidiary Issuer shall, in respect of each such Tranche of GuaranteedSecurities, accede to the Trust Deed by executing an Issuer Deed of Accession dated on orbefore the Issue Date of such Tranche of Guaranteed Securities.

(e) Agency Agreement: The Securities are the subject of an agency agreement dated14 September 2018 (as amended, restated or supplemental from time to time, the “AgencyAgreement”) between the Company, The Bank of New York Mellon, London Branch asprincipal paying agent (the “Principal Paying Agent”, which expression includes anysuccessor principal paying agent appointed from time to time in connection with theSecurities) and as paying agent (a “Paying Agent”), The Bank of New York Mellon,Singapore Branch as CDP lodging and paying agent (the “CDP Issuing and Paying Agent”,which expression includes any successor CDP issuing and paying agent appointed fromtime to time in connection with the Securities), The Bank of New York Mellon SA/NV,Luxembourg Branch as registrar (the “Registrar”, which expression includes any successorregistrar appointed from time to time in connection with the Securities), The Bank of NewYork Mellon, Singapore Branch as CDP registrar (the “CDP Registrar”, which expressionincludes any successor CDP registrar appointed from time to time in connection with theSecurities), the paying agents named therein (together with the Principal Paying Agent, thePaying Agent and the CDP Issuing and Paying Agent, the “Paying Agents”, whichexpression includes any successor or additional paying agents appointed from time to timein connection with the Securities), the transfer agents named therein (together with theRegistrar and the CDP Registrar, the “Transfer Agents”, which expression includes anysuccessor or additional transfer agents appointed from time to time in connection with theSecurities) and the Trustee. In these Conditions, all references (other than in relation to thedetermination of interest and other amounts payable in respect of the Securities) to the“Principal Paying Agent” shall, with respect to a Series of Securities to be cleared throughCDP (as defined below), be deemed to be references to the CDP Issuing and Paying Agentand all such references shall be construed accordingly; all references to the “Registrar”shall, with respect to a Series of Securities to be cleared through CDP, be deemed to bereferences to the CDP Registrar and all references shall be construed accordingly; andreferences to the “Agents” are to the Paying Agents and the Transfer Agents and anyreference to an “Agent” is to any one of them. In order for a Subsidiary Issuer to issueGuaranteed Securities, such Subsidiary Issuer shall, in respect of each such Tranche ofGuaranteed Securities, enter into an Issuer Supplemental Agency Agreement on or beforethe Issue Date of such Tranche of Guaranteed Securities.

(f) Summaries: Certain provisions of these Conditions are summaries of the Trust Deed and theAgency Agreement and are subject to their detailed provisions. Securityholders (as definedbelow) and the holders of the related interest coupons, if any, (the “Couponholders” andthe “Coupons”, respectively) are bound by, and are deemed to have notice of, all theprovisions of the Trust Deed and the Agency Agreement applicable to them. Copies of theTrust Deed and the Agency Agreement are available for inspection by Securityholdersduring normal business hours at the Specified Offices of each of the Agents with reasonableprior written notification.

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2. Interpretation

(a) Definitions: In these Conditions the following expressions have the following meanings:

“Additional Business Centre(s)” means the city or cities specified as such in the relevantPricing Supplement;

“Additional Financial Centre(s)” means the city or cities specified as such in the relevantPricing Supplement;

“Board of Directors” means the board of directors elected or appointed by the shareholdersof the Company, as the case may be, to manage the business of the Company;

“Business Day” means:

(i) in relation to any sum payable in euro, a TARGET Settlement Day and a day on whichcommercial banks and foreign exchange markets settle payments generally in each (ifany) Additional Business Centre;

(ii) in relation to any sum payable in Renminbi, a day (other than a Sunday or a Saturday)on which commercial banks and foreign exchange markets are open for business andsettle Renminbi payments in Hong Kong and are not authorised or obligated by lawor executive order to be closed; and

(iii) in relation to any sum payable in a currency other than euro and Renminbi, a day onwhich commercial banks and foreign exchange markets settle payments generally, inthe Principal Financial Centre of the relevant currency and in each (if any) AdditionalBusiness Centre;

“Business Day Convention”, in relation to any particular date, has the meaning given inthe relevant Pricing Supplement and, if so specified in the relevant Pricing Supplement,may have different meanings in relation to different dates and, in this context, the followingexpressions shall have the following meanings:

(i) “Following Business Day Convention” means that the relevant date shall bepostponed to the first following day that is a Business Day;

(ii) “Modified Following Business Day Convention” or “Modified Business DayConvention” means that the relevant date shall be postponed to the first following daythat is a Business Day unless that day falls in the next calendar month in which casethat date will be the first preceding day that is a Business Day;

(iii) “Preceding Business Day Convention” means that the relevant date shall be broughtforward to the first preceding day that is a Business Day;

(iv) “FRN Convention”, “Floating Rate Convention” or “Eurodollar Convention”means that each relevant date shall be the date which numerically corresponds to thepreceding such date in the calendar month which is the number of months specifiedin the relevant Pricing Supplement as the Specified Period after the calendar monthin which the preceding such date occurred provided, however, that:

(A) if there is no such numerically corresponding day in the calendar month in whichany such date should occur, then such date will be the last day which is aBusiness Day in that calendar month;

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(B) if any such date would otherwise fall on a day which is not a Business Day, thensuch date will be the first following day which is a Business Day unless that dayfalls in the next calendar month, in which case it will be the first preceding daywhich is a Business Day; and

(C) if the preceding such date occurred on the last day in a calendar month whichwas a Business Day, then all subsequent such dates will be the last day which isa Business Day in the calendar month which is the specified number of monthsafter the calendar month in which the preceding such date occurred; and

(v) “No Adjustment” means that the relevant date shall not be adjusted in accordancewith any Business Day Convention;

“Calculation Agent” means the calculation agent appointed by the relevant Issuer inrespect of a Series of Securities pursuant to the terms of the Agency Agreement orsuch other Person specified in the relevant Pricing Supplement as the partyresponsible for calculating the Rate of Distribution and Distribution Amount(s) and/orsuch other amount(s) as may be specified in the relevant Pricing Supplement;

“Calculation Amount” has the meaning given in the relevant Pricing Supplement;

“Companies Act” means the Companies Act, Chapter 50 of Singapore;

a “Compulsory Distribution Payment Event” occurs if either or both of thefollowing criteria are met:

(a) a dividend, distribution or other payment is declared, paid or made on any of therelevant Issuer’s Junior Obligations or (except on a pro rata basis) any of therelevant Issuer’s Parity Obligations; or

(b) the relevant Issuer redeems, reduces, cancels, buys-back or acquires for anyconsideration any of its Junior Obligations or (except on a pro rata basis) anyof its Parity Obligations,

except, in either case, (i) in connection with any employee benefit plan or similararrangements with or for the benefit of employees, officers, directors or consultantsor (ii) as a result of the exchange or conversion of its Parity Obligations for its JuniorObligations.

“Coupon Sheet” means, in respect of a Security, a coupon sheet relating to theSecurity;

“Day Count Fraction” means, in respect of the calculation of an amount for anyperiod of time (the “Calculation Period”), such day count fraction as may bespecified in these Conditions or the relevant Pricing Supplement and:

(a) if “Actual/Actual (ICMA)” is so specified, means:

(i) where the Calculation Period is equal to or shorter than the Regular Periodduring which it falls, the actual number of days in the Calculation Perioddivided by the product of (1) the actual number of days in such RegularPeriod and (2) the number of Regular Periods in any year; and

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(ii) where the Calculation Period is longer than one Regular Period, the sum of:

(A) the actual number of days in such Calculation Period falling in the

Regular Period in which it begins divided by the product of (1) the

actual number of days in such Regular Period and (2) the number of

Regular Periods in any year; and

(B) the actual number of days in such Calculation Period falling in the

next Regular Period divided by the product of (1) the actual number

of days in such Regular Period and (2) the number of Regular Periods

in any year;

(b) if “Actual/Actual (ISDA)” is so specified, means the actual number of days in

the Calculation Period divided by 365 (or, if any portion of the Calculation

Period falls in a leap year, the sum of (A) the actual number of days in that

portion of the Calculation Period falling in a leap year divided by 366 and (B)

the actual number of days in that portion of the Calculation Period falling in a

non-leap year divided by 365);

(c) if “Actual/365 (Fixed)” is so specified, means the actual number of days in the

Calculation Period divided by 365;

(d) if “Actual/360” is so specified, means the actual number of days in the

Calculation Period divided by 360;

(e) if “30/360” is so specified, the number of days in the Calculation Period divided

by 360, calculated on a formula basis as follows:

Day Count Fraction =[360 x (Y2 - Y1)] + [30 x (M2 - M1)] + (D2 - D1)

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where:

“Y1” is the year, expressed as a number, in which the first day of the Calculation

Period falls;

“Y2” is the year, expressed as a number, in which the day immediately following

the last day included in the Calculation Period falls;

“M1” is the calendar month, expressed as a number, in which the first day of the

Calculation Period falls;

“M2” is the calendar month, expressed as number, in which the day immediately

following the last day included in the Calculation Period falls;

“D1” is the first calendar day, expressed as a number, of the Calculation Period,

unless such number would be 31, in which case D1 will be 30; and

“D2” is the calendar day, expressed as a number, immediately following the last

day included in the Calculation Period, unless such number would be 31 and D1

is greater than 29, in which case D2 will be 30;

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(f) if “30E/360” or “Eurobond Basis” is so specified, the number of days in theCalculation Period divided by 360, calculated on a formula basis as follows:

Day Count Fraction =[360 x (Y2 - Y1)] + [30 x (M2 - M1)] + (D2 - D1)

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where:

“Y1” is the year, expressed as a number, in which the first day of the CalculationPeriod falls;

“Y2” is the year, expressed as a number, in which the day immediately followingthe last day included in the Calculation Period falls;

“M1” is the calendar month, expressed as a number, in which the first day of theCalculation Period falls;

“M2” is the calendar month, expressed as a number, in which the dayimmediately following the last day included in the Calculation Period falls;

“D1” is the first calendar day, expressed as a number, of the Calculation Period,unless such number would be 31, in which case D1 will be 30; and

“D2” is the calendar day, expressed as a number, immediately following the lastday included in the Calculation Period, unless such number would be 31, inwhich case D2 will be 30; and

if “30E/360 (ISDA)” is so specified, the number of days in the CalculationPeriod divided by 360, calculated on a formula basis as follows:

Day Count Fraction =[360 x (Y2 - Y1)] + [30 x (M2 - M1)] + (D2 - D1)

360

where:

“Y1” is the year, expressed as a number, in which the first day of the CalculationPeriod falls;

“Y2” is the year, expressed as a number, in which the day immediately followingthe last day included in the Calculation Period falls;

“M1” is the calendar month, expressed as a number, in which the first day of theCalculation Period falls;

“M2” is the calendar month, expressed as a number, in which the dayimmediately following the last day included in the Calculation Period falls;

“D1” is the first calendar day, expressed as a number, of the Calculation Period,unless (i) that day is the last day of February or (ii) such number would be 31,in which case D1 will be 30; and

“D2” is the calendar day, expressed as a number, immediately following the lastday included in the Calculation Period, unless (i) that day is the last day ofFebruary but not the Maturity Date or (ii) such number would be 31, in whichcase D2 will be 30,

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provided, however, that in each such case the number of days in the CalculationPeriod is calculated from and including the first day of the Calculation Period to butexcluding the last day of the Calculation Period;

“Determination Business Day” means a day (other than a Saturday or Sunday) onwhich commercial banks are open for general business (including dealings in foreignexchange) in Singapore;

“Determination Date” means the day which is seven Determination Business Daysbefore the due date of the relevant amount under these Conditions;

“Distribution Amount” means, in relation to a Security and a Distribution Period, theamount of distribution payable in respect of that Security for that Distribution Period;

“Distribution Commencement Date” means the Issue Date of the Securities or suchother date as may be specified as the Distribution Commencement Date in the relevantPricing Supplement;

“Distribution Payment Date” means the First Distribution Payment Date and anyother date or dates specified as such in, or determined in accordance with theprovisions of, the relevant Pricing Supplement and, if a Business Day Convention isspecified in the relevant Pricing Supplement:

(a) as the same may be adjusted in accordance with the relevant Business DayConvention; or

(b) if the Business Day Convention is the FRN Convention, Floating RateConvention or Eurodollar Convention and an interval of a number of calendarmonths is specified in the relevant Pricing Supplement as being the SpecifiedPeriod, each of such dates as may occur in accordance with the FRN Convention,Floating Rate Convention or Eurodollar Convention at such Specified Period ofcalendar months following the Distribution Commencement Date (in the case ofthe first Distribution Payment Date) or the previous Distribution Payment Date(in any other case);

“Distribution Period” means each period beginning on (and including) theDistribution Commencement Date or any Distribution Payment Date and ending on(but excluding) the next Distribution Payment Date;

“Dividend Pusher Lookback Period”, if applicable, shall be the period specified inthe relevant Pricing Supplement;

“Early Redemption Amount (Accounting Event)” means, in respect of any Securityin which “Accounting Event Redemption” is specified as being applicable in therelevant Pricing Supplement, its principal amount or such other amount as may bespecified in, or determined in accordance with, the relevant Pricing Supplement;

“Early Redemption Amount (Capital Event)” means, in respect of any Security inwhich “Capital Event Redemption” is specified as being applicable in the relevantPricing Supplement, its principal amount or such other amount as may be specified in,or determined in accordance with, the relevant Pricing Supplement;

“Early Redemption Amount (Minimal Amount Outstanding)” means, in respect ofany Security, its principal amount or such other amount as may be specified in, ordetermined in accordance with, the relevant Pricing Supplement;

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“Early Redemption Amount (Tax)” means, in respect of any Security, its principalamount or such other amount as may be specified in, or determined in accordancewith, the relevant Pricing Supplement;

“Early Redemption Amount (Tax Deductibility Event)” means, in respect of anySecurity in which “Tax Deductibility Event Redemption” is specified as beingapplicable in the relevant Pricing Supplement, its principal amount or such otheramount as may be specified in, or determined in accordance with, the relevant PricingSupplement;

“Extraordinary Resolution” has the meaning given in the Trust Deed;

“First Distribution Payment Date” means the date specified in the relevant PricingSupplement;

“Fixed Distribution Amount” has the meaning given in the relevant PricingSupplement;

“Governmental Authority” means the Monetary Authority of Singapore or any othergovernmental authority or any other entity (private or public) charged with theregulation of the financial markets of Singapore;

“Group” means the Company and its Subsidiaries;

“Guarantee of the Securities” means the Guarantee of the Senior Securities or theGuarantee of the Subordinated Securities, as the case may be;

“Holder” in the case of Bearer Securities, has the meaning given in Condition 3(b)and, in the case of Registered Securities, has the meaning given in Condition 3(d);

“Illiquidity” means the general Renminbi exchange market in Singapore becomesilliquid as a result of which the relevant Issuer or (in respect of each Tranche ofGuaranteed Securities) the Guarantor cannot obtain sufficient Renminbi in order tosatisfy its obligation to pay distribution or principal in respect of the Securities asdetermined by the relevant Issuer or (in respect of each Tranche of GuaranteedSecurities) the Guarantor in good faith and in a commercially reasonable mannerfollowing consultation with two Renminbi Dealers selected by the relevant Issuer;

“Inconvertibility” means the occurrence of any event that makes it impossible (whereit had previously been possible) for the relevant Issuer or (in respect of each Trancheof Guaranteed Securities) the Guarantor to convert any amount due in respect of theSecurities in the general Renminbi exchange market in Singapore, other than wheresuch impossibility is due solely to the failure of the relevant Issuer or (in respect ofeach Tranche of Guaranteed Securities) the Guarantor to comply with any law, rule orregulation enacted by any Governmental Authority (unless such law, rule or regulationis enacted after the Issue Date and it is impossible for the relevant Issuer or (in respectof each Tranche of Guaranteed Securities) the Guarantor, due to an event beyond itscontrol, to comply with such law, rule or regulation);

“ISDA Definitions” means the 2006 ISDA Definitions (as amended and updated as atthe date of issue of the first Tranche of the Securities of the relevant Series (asspecified in the relevant Pricing Supplement)) as published by the International Swapsand Derivatives Association, Inc.;

“Issue Date” has the meaning given in the relevant Pricing Supplement;

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“Issuer Deed of Accession” means a deed supplemental to the Trust Deed (andsubstantially in the form annexed to the Trust Deed) entered into by the relevantSubsidiary Issuer and the Trustee;

“Issuer Supplemental Agency Agreement” means an agreement supplemental to theAgency Agreement (and substantially in the form annexed to the Agency Agreement)entered into by the relevant Subsidiary Issuer and the Agents named in the AgencyAgreement;

“ITA” means the Income Tax Act, Chapter 134 of Singapore;

“Junior Obligations” means, unless otherwise defined in the relevant PricingSupplement, (a) in respect of the relevant Issuer, (i) any ordinary shares of therelevant Issuer, and (ii) any class of the relevant Issuer’s share capital or any otherinstruments or securities (including, without limitation, preference shares) issued,entered into or guaranteed by the relevant Issuer that ranks or is expressed to rank,whether by its terms or by operation of law, junior to the Securities; and (b) (in respectof each Tranche of Guaranteed Securities) in respect of the Guarantor, (i) any ordinaryshares of the Guarantor, and (ii) any class of the Guarantor’s share capital or any otherinstruments or securities (including, without limitation, preference shares) issued,entered into or guaranteed by the Guarantor that ranks or is expressed to rank, whetherby its terms or by operation of law, junior to the Guarantee of the Securities;

“Margin” has the meaning given in the relevant Pricing Supplement;

“Non-transferability” means the occurrence of any event that makes it impossible forthe relevant Issuer or (in respect of each Tranche of Guaranteed Securities) theGuarantor to transfer Renminbi between accounts inside Singapore or from an accountinside Singapore to an account outside Singapore and outside the PRC or from anaccount outside Singapore and outside the PRC to an account inside Singapore, otherthan where such impossibility is due solely to the failure of the relevant Issuer or (inrespect of each Tranche of Guaranteed Securities) the Guarantor to comply with anylaw, rule or regulation enacted by any Governmental Authority (unless such law, ruleor regulation is enacted after the Issue Date and it is impossible for the relevant Issueror (in respect of each Tranche of Guaranteed Securities) the Guarantor, due to an eventbeyond its control, to comply with such law, rule or regulation);

“Officer” means the Group Chief Executive Officer, the Group Chief FinancialOfficer, the Group Chief Corporate Officer, the Group Controller or such othersignatory authorised by the directors of the Company;

“Officer’s Certificate” means a certificate signed by an Officer;

“Optional Redemption Amount (Call)” means, in respect of any Security, itsprincipal amount or such other amount as may be specified in, or determined inaccordance with, the relevant Pricing Supplement;

“Optional Redemption Date (Call)” has the meaning given in the relevant PricingSupplement;

“Parity Creditor” means (a) in respect of the relevant Issuer, any creditor of therelevant Issuer whose claim ranks or is expressed to rank pari passu with the relevantIssuer’s obligations under the Subordinated Securities; and (b) (in respect of eachTranche of Guaranteed Securities) in respect of the Guarantor, any creditor of theGuarantor whose claim ranks or is expressed to rank pari passu with the Guarantor’sobligations under the Guarantee of the Subordinated Securities;

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“Parity Obligations” means in respect of the Subordinated Securities, unless

otherwise defined in the relevant Pricing Supplement, (i) in respect of the relevant

Issuer any instrument or security issued, entered into or guaranteed by the relevant

Issuer which ranks or is expressed to rank, by its terms or by operation of law, pari

passu with the Subordinated Securities; and (ii) (in respect of each Tranche of

Guaranteed Securities) in respect of the Guarantor, any instrument or security issued,

entered into or guaranteed by the Guarantor which ranks or is expressed to rank, by

its terms or by operation of law, pari passu with the Guarantee of the Subordinated

Securities;

“Payment Business Day” means:

(a) if the currency of payment is euro, any day which is:

(i) a day on which banks in the relevant place of presentation are open for

presentation and payment of bearer debt securities and for dealings in

foreign currencies; and

(ii) in the case of payment by transfer to an account, a TARGET Settlement Day

and a day on which dealings in foreign currencies may be carried on in each

(if any) Additional Financial Centre; or

(b) if the currency of payment is not euro, any day which is:

(i) a day on which banks in the relevant place of presentation are open for

presentation and payment of bearer debt securities and for dealings in

foreign currencies; and

(ii) in the case of payment by transfer to an account, a day on which dealings

in foreign currencies (including, in the case of Securities denominated in

Renminbi, settlement of Renminbi payments) may be carried on in the

Principal Financial Centre of the currency of payment and in each (if any)

Additional Financial Centre;

“Person” means any individual, corporation, partnership, joint venture, association,

joint-stock company, trust, unincorporated organisation, limited liability company,

government or any agency or political subdivision thereof or any other entity;

“Principal Financial Centre” means, in relation to any currency, the principal

financial centre for that currency provided, however, that:

(a) in relation to euro, it means the principal financial centre of such Member State

of the European Communities as is selected (in the case of a payment) by the

payee or (in the case of a calculation) by the Calculation Agent;

(b) in relation to New Zealand dollars, it means either Wellington or Auckland as is

selected (in the case of a payment) by the payee or (in the case of a calculation)

by the Calculation Agent; and

(c) in relation to Renminbi, it means Hong Kong or the principal financial centre as

is specified in the applicable Pricing Supplement;

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“Qualifying Securities” means securities that:

(a) have terms not materially less favourable to an investor from the terms of theSecurities (as reasonably determined by the Company, and provided that acertification to such effect (and confirming that the conditions set out in (i) and(ii) below have been satisfied) of an officer of the Company shall have beendelivered to the Trustee prior to the substitution or variation of the relevantSecurities upon which certificate the Trustee shall rely absolutely), providedthat:

(i) they are issued by a relevant Issuer or any wholly-owned direct or indirectfinance subsidiary of the Company with a guarantee of the Company; and

(ii) they (or, as appropriate, the guarantee as aforesaid) shall rank pari passuwith the Securities on a winding-up of the issuer or guarantor thereof, shallpreserve the Holders’ rights to any arrears of distribution, any additionaldistribution amount and any other payment that has accrued with respect tothe relevant securities, and shall contain terms which provide for the sameRate of Distribution, Distribution Payment Dates and redemption events,from time to time applying to the Securities; and other terms of suchsecurities are substantially identical (as reasonably determined by theCompany) to the Securities, save for the modifications or amendments tosuch terms that are specifically required to be made in order to avoid orresolve a Special Event;

(b) have been, or will on issue be, assigned at least the same rating as that assignedby the Rating Agencies to the Securities immediately prior to such substitutionor variation; and

(c) in the case of Securities which are listed, are listed on the Official List of theSGX-ST or another securities exchange of international standing regularly usedfor the listing and quotation of debt securities offered and traded in theinternational markets;

“Rate of Distribution” means the rate or rates (expressed as a percentage per annum)of distribution payable in respect of the Securities specified in the relevant PricingSupplement or calculated or determined in accordance with the provisions of theseConditions and/or the relevant Pricing Supplement;

“Rating Agencies” means (a) in relation to any Capital Event, the rating agenciesspecified in the relevant Pricing Supplement; or (b) in relation to QualifyingSecurities, the rating agencies specified in the relevant Pricing Supplement, or if oneor more of the rating agencies specified in the relevant Pricing Supplement shall notmake a rating of the Securities publicly available, a recognised securities ratingagency or agencies, as the case may be, selected by the relevant Issuer, which shallbe substituted for such rating agency;

“Redemption Amount” means, as appropriate, the Early Redemption Amount(Accounting Event), the Early Redemption Amount (Capital Event), the EarlyRedemption Amount (Tax), the Early Redemption Amount (Tax Deductibility), theOptional Redemption Amount (Call) or such other amount in the nature of aredemption amount as may be specified in the relevant Pricing Supplement;

“Reference Banks” has the meaning given in the relevant Pricing Supplement or, ifnone, four major banks selected by the Calculation Agent in the market that is mostclosely connected with the Reference Rate;

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“Reference Rate” has the meaning given in the relevant Pricing Supplement inrespect of the currency and period specified in the relevant Pricing Supplement;

“Regular Period” means:

(a) in the case of Securities where distribution is scheduled to be paid only by meansof regular payments, each period from and including the DistributionCommencement Date to but excluding the first Distribution Payment Date andeach successive period from and including one Distribution Payment Date to butexcluding the next Distribution Payment Date;

(b) in the case of Securities where, apart from the first Distribution Period,distribution is scheduled to be paid only by means of regular payments, eachperiod from and including a Regular Date falling in any year to but excluding thenext Regular Date, where “Regular Date” means the day and month (but not theyear) on which any Distribution Payment Date falls; and

(c) in the case of Securities where, apart from one Distribution Period other than thefirst Distribution Period, distribution is scheduled to be paid only by means ofregular payments, each period from and including a Regular Date falling in anyyear to but excluding the next Regular Date, where “Regular Date” means theday and month (but not the year) on which any Distribution Payment Date fallsother than the Distribution Payment Date falling at the end of the irregularDistribution Period;

“Relevant Date” means, in relation to any payment, whichever is the later of (a) thedate on which the payment in question first becomes due and (b) if the full amountpayable has not been received in the Principal Financial Centre of the currency ofpayment by the Principal Paying Agent or the Trustee on or prior to such due date, thedate on which (the full amount having been so received) notice to that effect has beengiven to the Securityholders;

“Relevant Financial Centre” has the meaning given in the relevant PricingSupplement;

“Relevant Screen Page” means the page, section or other part of a particularinformation service (including, without limitation, Reuters) specified as the RelevantScreen Page in the relevant Pricing Supplement, or such other page, section or otherpart as may replace it on that information service or such other information service,in each case, as may be nominated by the Person providing or sponsoring theinformation appearing there for the purpose of displaying rates or prices comparableto the Reference Rate;

“Relevant Time” has the meaning given in the relevant Pricing Supplement;

“Renminbi Dealer” means an independent foreign exchange dealer of internationalrepute active in the Renminbi exchange market in Singapore;

“Reserved Matter” means any proposal to change any date fixed for payment ofprincipal or Distribution (including any Arrears of Distribution and any AdditionalDistribution Amount) in respect of the Securities, to reduce the amount of principalor Distribution (including any Arrears of Distribution and any Additional DistributionAmount) payable on any date in respect of the Securities, to alter the method of

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calculating the amount of any payment in respect of the Securities or the date for anysuch payment, to change the currency of payments under the Securities, to amend thesubordination provisions in the Trust Deed, or to change the quorum requirementsrelating to meetings or the majority required to pass an Extraordinary Resolution;

“Securityholder” in the case of Bearer Securities, has the meaning given in Condition3(b) and, in the case of Registered Securities, has the meaning given in Condition3(d);

“Senior Creditors” means (a) with respect to the relevant Issuer, all creditors of therelevant Issuer, other than the Trustee (in respect of the principal of and Distributions(including Arrears of Distributions and Additional Distribution Amounts) on and otheramounts that are due to the Securityholders in respect of the Subordinated Securities),the Securityholders, any Parity Creditors of the relevant Issuer and the holders of theJunior Obligations; and (b) (in respect of each Tranche of Guaranteed Securities) withrespect to the Guarantor, all creditors of the Guarantor, other than the Trustee (inrespect of the principal of and Distributions (including Arrears of Distributions andAdditional Distribution Amounts) on and other amounts that are due to theSecurityholders in respect of the Guarantee of the Subordinated Securities), theSecurityholders, any Parity Creditors of the Guarantor and the holders of the JuniorObligations;

“Senior Securities” means securities specified as Senior Securities in the relevantPricing Supplement;

“SFRS” or “Singapore Financial Reporting Standards” means Singapore FinancialReporting Standards and Interpretations of Financial Reporting Standards issued bythe Accounting Standards Council and in effect from time to time;

“Special Event” means a Withholding Tax Event, a Capital Event, an AccountingEvent, a Tax Deductibility Event or any combination of the foregoing;

“Special Event Redemption” means a redemption in respect of: (i) a Withholding TaxEvent (as defined in Condition 7(b) (Redemption for tax reasons)), or (ii) a CapitalEvent (as defined in Condition 7(d) (Redemption upon a Capital Event)), or (iii) a TaxDeductibility Event (as defined in Condition 7(e) (Redemption upon a TaxDeductibility Event)), or (iv) an Accounting Event (as defined in Condition 7(f)(Redemption upon an Accounting Event);

“Special Event Redemption Date” means the date on which the Securities areredeemed in a Special Event Redemption;

“Specified Currency” has the meaning given in the relevant Pricing Supplement;

“Specified Denomination(s)” has the meaning given in the relevant PricingSupplement;

“Specified Office” has the meaning given in the Agency Agreement;

“Specified Period” has the meaning given in the relevant Pricing Supplement;

“Spot Rate” means, for a Determination Date, the spot Renminbi/Singapore dollarexchange rate as determined by the relevant Issuer at or around 11.00 a.m. (Singaporetime) on such date in good faith and in a reasonable commercial manner, and if a spotrate is not readily available, the relevant Issuer may determine the rate taking into

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consideration all available information which the relevant Issuer deems relevant,including pricing information obtained from the Renminbi non-deliverable exchangemarket in Singapore or elsewhere and the PRC domestic foreign exchange market inSingapore;

“Step-Up Event” has the meaning given in the relevant Pricing Supplement;

“Step-Up Rate” has the meaning given in the relevant Pricing Supplement;

“Subordinated Securities” means securities specified as Subordinated Securities inthe relevant Pricing Supplement;

“Subsidiary” or “Subsidiaries” means a subsidiary within the meaning of Section 5of the Companies Act;

“Subsidiary Issuer” means the Subsidiary of the Company specified in the relevantPricing Supplement, which has executed an Issuer Deed of Accession;

“Talon” means a talon for further Coupons;

“TARGET2” means the Trans-European Automated Real-Time Gross SettlementExpress Transfer payment system which utilises a single shared platform and whichwas launched on 19 November 2007;

“TARGET Settlement Day” means any day on which TARGET2 is open for thesettlement of payments in euro;

“Treaty” means the Treaty on the Functioning of the European Union, as amended;and

“Winding-Up” means a final and effective order by a competent authority for thebankruptcy, winding-up, liquidation or similar procedure in respect of the relevantIssuer and/or (in respect of each Tranche of Guaranteed Securities) the Guarantor(except, in any such case, a solvent winding-up solely for the purposes of areorganisation, reconstruction, merger or amalgamation the terms of whichreorganisation, reconstruction, merger or amalgamation have previously beenapproved in writing by the Trustee or by an Extraordinary Resolution).

(b) Interpretation: In these Conditions:

(i) any reference to principal shall be deemed to include the Redemption Amount, anyadditional amounts in respect of principal which may be payable under Condition 8(Taxation), any premium payable in respect of a Security and any other amount in thenature of principal payable pursuant to these Conditions;

(ii) if Talons are specified in the relevant Pricing Supplement as being attached to theSecurities at the time of issue, references to Coupons shall be deemed to includereferences to Talons;

(iii) if Talons are not specified in the relevant Pricing Supplement as being attached to theSecurities at the time of issue, references to Talons are not applicable;

(iv) any reference to distribution shall be deemed to include any additional amounts inrespect of distribution which may be payable under Condition 10 (Taxation) and anyother amount in the nature of distribution payable pursuant to these Conditions;

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(v) references to Securities being “outstanding” shall be construed in accordance with theTrust Deed;

(vi) if an expression is stated in Condition 2(a) (Definitions) to have the meaning given inthe relevant Pricing Supplement, but the relevant Pricing Supplement gives no suchmeaning or specifies that such expression is “not applicable” then such expression isnot applicable to the Securities; and

(vii) any reference to the Trust Deed or the Agency Agreement shall be construed as areference to the Trust Deed or the Agency Agreement, as the case may be, as amendedand/or supplemented up to and including the Issue Date of the Securities.

3. Form, Denomination, Title and Transfer

(a) Bearer Securities: Bearer Securities are in the Specified Denomination(s) with Couponsand, if specified in the relevant Pricing Supplement, Talons attached at the time of issue.In the case of a Series of Bearer Securities with more than one Specified Denomination,Bearer Securities of one Specified Denomination will not be exchangeable for BearerSecurities of another Specified Denomination.

(b) Title to Bearer Securities: Title to Bearer Securities and the Coupons will pass by delivery.In the case of Bearer Securities, “Holder” means the holder of such Bearer Security and“Securityholder” and “Couponholder” shall be construed accordingly.

(c) Registered Securities: Registered Securities are in the Specified Denomination(s), whichmay include a minimum denomination specified in the relevant Pricing Supplement andhigher integral multiples of a smaller amount specified in the relevant Pricing Supplement.

(d) Title to Registered Securities: The Registrar will maintain the register (the “Register”) inaccordance with the provisions of the Agency Agreement. A certificate (each, a“Certificate”) will be issued to each Holder of Securities in respect of its registeredholding. Each Certificate will be numbered serially with an identifying number which willbe recorded in the Register. “Holder” means the person in whose name such Security is forthe time being registered in the Register (or, in the case of a joint holding, the first namedthereof) and “Securityholder” shall be construed accordingly.

(e) Ownership: The Holder of any Security or Coupon shall (except as otherwise required bylaw) be treated as its absolute owner for all purposes (whether or not it is overdue andregardless of any notice of ownership, trust or any other interest therein, any writing on theCertificate relating thereto (other than the endorsed form of transfer) or any notice of anyprevious loss or theft thereof) and no Person shall be liable for so treating such Holder. Noperson shall have any right to enforce any term or condition of any Security under (i) if theSecurities are specified to be governed by English Law in the applicable PricingSupplement, the Contracts (Rights of Third Parties) Act 1999 or (ii) if the Securities arespecified to be governed by Singapore law in the applicable Pricing Supplement, theContracts (Rights of Third Parties) Act, Chapter 53B of Singapore.

(f) Transfers of Securities: Subject to paragraphs (g) (Closed periods) and (h) (Regulationsconcerning transfers and registration) below, a Security may be transferred upon surrenderof the relevant Certificate, with the endorsed form of transfer duly completed, at theSpecified Office of the Registrar or any Transfer Agent, together with such evidence as theRegistrar or (as the case may be) such Transfer Agent may reasonably require to prove thetitle of the transferor and the authority of the individuals who have executed the form oftransfer; provided, however, that a Security may not be transferred unless the principalamount of Securities transferred and (where not all of the Securities held by a Holder are

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being transferred) the principal amount of the balance of Securities not transferred areSpecified Denominations. Where not all the Securities represented by the surrenderedCertificate are the subject of the transfer, a new Certificate in respect of the balance of theSecurities will be issued to the transferor.

(g) Registration and delivery of Certificates: Within five business days of the surrender of aCertificate in accordance with paragraph (d) (Transfers of Securities) above, the Registrarwill register the transfer in question and deliver a new Certificate of a like principal amountto the Securities transferred to each relevant Holder at its Specified Office or (as the casemay be) the Specified Office of any Transfer Agent or (at the request and risk of any suchrelevant Holder) by uninsured first class mail (airmail if overseas) to the address specifiedfor the purpose by such relevant Holder. In this paragraph, “business day” means a day onwhich commercial banks are open for general business (including dealings in foreigncurrencies) in the city where the Registrar or (as the case may be) the relevant TransferAgent has its Specified Office.

(h) No charge: The transfer of a Security will be effected without charge by or on behalf of therelevant Issuer or the Registrar or any Transfer Agent but against such indemnity as theRegistrar or (as the case may be) such Transfer Agent may require in respect of any tax orother duty of whatsoever nature which may be levied or imposed in connection with suchtransfer.

(i) Closed periods: Securityholders may not require transfers to be registered during the periodof 15 days ending on the due date for any payment of principal or distribution in respectof the Securities.

(j) Regulations concerning transfers and registration: All transfers of Securities and entries onthe Register are subject to the detailed regulations concerning the transfer of Securitiesscheduled to the Agency Agreement. The regulations may be changed by the relevant Issuerwith the prior written approval of the Registrar. A copy of the current regulations will bemailed (at the cost and expense of such Securityholder) by the Registrar to anySecurityholder who requests in writing such regulations.

4. Status and Guarantee of the Securities

(a) Status of the Senior Securities and Guarantee of the Senior Securities

(A) Status of the Senior Securities: The Senior Securities constitute direct, unconditional,unsecured and unsubordinated obligations of the relevant Issuer which will at all timesrank at least pari passu and without any preference or priority among themselves andat least pari passu with all other present and future unsecured and unsubordinatedobligations of the relevant Issuer, save for such obligations as may be preferred byprovisions of law that are both mandatory and of general application.

(B) Guarantee of the Senior Securities: The Guarantor has, in respect of each Tranche ofSenior Securities issued by a Subsidiary Issuer, pursuant to the Trust Deed,unconditionally and irrevocably guaranteed the due and punctual payment of all sumsexpressed to be from time to time payable by such Subsidiary Issuer in respect of theSenior Securities (the “Guarantee of the Senior Securities”). The Guarantee of theSenior Securities constitutes a direct, unconditional, unsecured and unsubordinatedobligation of the Guarantor which will at all times rank at least pari passu with allother present and future unsecured and unsubordinated obligations of the Guarantor,save for such obligations as may be preferred by provisions of law that are bothmandatory and of general application.

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(b) Status of the Subordinated Securities and Guarantee of the Subordinated Securities

(A) Status of the Subordinated Securities: The Subordinated Securities constitute direct,unconditional, unsecured and subordinated obligations of the relevant Issuer whichwill at all times rank at least pari passu and without any preference among themselvesand with any Parity Obligations of the relevant Issuer, save for such obligations asmay be preferred by provisions of law that are both mandatory and of generalapplication. The rights and claims of the Subordinated Securityholders in respect ofthe Subordinated Securities are subordinated as provided in this Condition 4(b).

(B) Ranking of claims in respect of the Subordinated Securities: Subject to and to theextent permitted by the insolvency laws of Singapore and other applicable laws, in theevent that a final and effective order is made or an effective resolution is passed forthe Winding-up of the relevant Issuer, the rights and claims of the Trustee and of theSecurityholders to payment of principal of and distribution on the SubordinatedSecurities relating to them (and only such rights and claims) are expresslysubordinated, junior to, and subject in right of payment to the prior payment in fullof all, and the rights and claims of all Senior Creditors of the relevant Issuer, but atleast pari passu with each other and with the rights and claims of any Parity Creditorsor holders of Parity Obligations, and senior to the rights and claims of holders ofJunior Obligations, unless otherwise specified in the applicable Pricing Supplement.

(C) Guarantee of the Subordinated Securities: The Guarantor has, in respect of eachTranche of Subordinated Securities issued by a Subsidiary Issuer, pursuant to the TrustDeed, unconditionally and irrevocably guaranteed, on a subordinated basis, the dueand punctual payment of all sums expressed to be from time to time payable by suchSubsidiary Issuer in respect of the Subordinated Securities (the “Guarantee of theSubordinated Securities”). The Guarantee of the Subordinated Securities constitutesa direct, unconditional, unsecured and subordinated obligation of the Guarantor whichwill at all times rank at least pari passu with any Parity Obligations of the Guarantor,save for such obligations as may be preferred by provisions of law that are bothmandatory and of general application.

(D) Ranking of Claims in respect of the Guarantee of the Subordinated Securities: Subjectto and to the extent permitted by the insolvency laws of Singapore and otherapplicable laws, in the event that a final and effective order is made or an effectiveresolution is passed for the Winding-up of the Guarantor, the rights and claims of theTrustee and of the Securityholders to payment of principal of and distribution on theSubordinated Securities relating to them (and only such rights and claims) areexpressly subordinated, junior to, and subject in right of payment to the prior paymentin full of all, and the rights and claims of all Senior Creditors of the Guarantor, butat least pari passu with each other and with the rights and claims of any ParityCreditors or holders of Parity Obligations, and senior to the rights and claims ofholders of Junior Obligations, unless otherwise specified in the applicable PricingSupplement.

(E) Set-off: Subject to applicable law, no Subordinated Securityholder may exercise, claimor plead any right of set-off, deduction, withholding or retention in respect of anyamount owed to it by the relevant Issuer in respect of, or arising under or inconnection with the Subordinated Securities, or (in respect of each Tranche ofGuaranteed Securities) the Guarantor in respect of, or arising under or in connectionwith the Guarantee of the Subordinated Securities. Each Subordinated Securityholdershall, by virtue of his holding of any Subordinated Securities, be deemed to havewaived all such rights of set-off, deduction, withholding or retention against therelevant Issuer and (in respect of each Tranche of Guaranteed Securities) theGuarantor. Notwithstanding the preceding sentence, if any of the amounts owing to

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any Subordinated Securityholder by the relevant Issuer in respect of, or arising underor in connection with the Subordinated Securities or (in respect of each Tranche ofGuaranteed Securities) the Guarantor in respect of, or arising under or in connectionwith the Guarantee of the Subordinated Securities is discharged by set-off, suchSubordinated Securityholder shall, subject to applicable law, immediately pay anamount equal to the amount of such discharge to the relevant Issuer or (in respect ofeach Tranche of Guaranteed Securities) the Guarantor, as the case may be, (or, in theevent of its Winding-Up, the liquidator of the relevant Issuer or (in respect of eachTranche of Guaranteed Securities) the Guarantor) and, until such time as payment ismade, shall hold such amount in trust for the relevant Issuer or (in respect of eachTranche of Guaranteed Securities) the Guarantor, as the case may be (or theirrespective liquidators) and accordingly any such discharge shall be deemed not tohave taken place.

5. Provision of Financial Statements and Reports:

(a) So long as any of the Securities remains outstanding, the Company shall send to theTrustee:

(i) as soon as available and in any event within 180 days after the end of its financial year(with effect from the end of the financial year of the Company after the date of issueof the first Tranche of Securities), a copy (whether physical or electronic) of its annualreport and audited consolidated financial statements as at the end of and for thatfinancial year; and

(ii) as soon as available and in any event within 90 days after the end of the first sixmonths of its financial year (with effect from the end of the financial year of theCompany after the date of issue of the first Tranche of Securities), a copy (whetherphysical or electronic) of its unaudited consolidated financial statements as at the endof and for that six month period.

(b) In addition, so long as any of the Securities remains outstanding, each of the relevant Issuerand (in respect of each Tranche of Guaranteed Securities) the Guarantor will provide:

(i) with each set of financial statements delivered to the Trustee under Condition 5(a), anOfficer’s Certificate confirming compliance with their obligations under theSecurities and the Trust Deed;

(ii) at any other time within 14 days of the written request of the Trustee, an Officer’sCertificate confirming that, as at a date not more than seven days before deliveringsuch Officer’s Certificate (the “certification date”), there did not exist and had notexisted since the certification date of the previous Officer’s Certificate (or, in the caseof the first Officer’s Certificate, the date of issue of the first Tranche of Securities)any event referred to in Condition 11 (Non-payment) (an “Enforcement Event”) (orif such exists or existed specifying the same); and

(iii) as soon as possible and in any event within 14 days after the relevant Issuer or (inrespect of each Tranche of Guaranteed Securities) the Guarantor, as the case may be,becomes aware of the occurrence of an Enforcement Event, an Officer’s Certificatesetting forth the details of the Enforcement Event.

6. Distribution

(a) Fixed Rate Securities: This Condition 6(a) is applicable to the Securities only if the FixedRate Securities Provisions are specified in the relevant Pricing Supplement as beingapplicable.

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(i) Accrual of Distribution: Subject to Condition 6(c) (Distribution - DistributionDeferral), the Securities confer a right to receive distributions (each a“Distribution”) from the Distribution Commencement Date at the Rate ofDistribution payable in arrear on each Distribution Payment Date, subject as providedin Condition 8 (Payments — Bearer Securities) and Condition 9 (Payments —Registered Securities).

Unless otherwise provided for in these Conditions, each Security will cease to conferthe right to receive any Distribution from the due date for redemption unless, upon duepresentation, payment of the full amount due is improperly withheld or refused. Insuch latter event, Distribution will continue to accrue at the applicable Rate ofDistribution (after as well as before any judgment) up to but excluding whichever isthe earlier of (i) the date on which all sums due in respect of any Security are receivedby or on behalf of the relevant Holder and (ii) the day which is seven days after thePrincipal Paying Agent or the Trustee has notified the Holders that it has received allsums due in respect of the Securities up to such seventh day (except to the extent thatthere is a failure in the subsequent payment to the relevant Holders under theseConditions).

(ii) Fixed Distribution Amount: The amount of distribution payable in respect of eachSecurity for any Distribution Period shall be the relevant Fixed Distribution Amountand, if the Securities are in more than one Specified Denomination, shall be therelevant Fixed Distribution Amount in respect of the relevant SpecifiedDenomination.

(iii) Calculation of Distribution Amount: The amount of distribution payable in respect ofeach Security for any period for which a Fixed Distribution Amount is not specifiedshall be calculated by applying the Rate of Distribution to the Calculation Amount,multiplying the product by the relevant Day Count Fraction, rounding the resultingfigure to the nearest sub-unit of the Specified Currency (half a sub-unit being roundedupwards) and multiplying such rounded figure by a fraction equal to the SpecifiedDenomination of such Security divided by the Calculation Amount. For this purposea “sub-unit” means, in the case of any currency other than euro, the lowest amountof such currency that is available as legal tender in the country of such currency and,in the case of euro, means one cent.

Subject to any increase pursuant to Condition 6(d) (Increase in Rate of Distribution),if the relevant Pricing Supplement specifies that the Rate of Distribution is subject toreset, the Calculation Agent will, on the Calculation Business Day prior to each ResetDate, calculate the applicable Reset Distribution Rate payable in respect of theSecurities. The Calculation Agent will cause the applicable Reset Distribution Ratedetermined by it to be notified to the relevant Issuer, the Paying Agents, the Trustee,the Holders and each listing authority, stock exchange and/or quotation system (ifany) on to which the Securities have then been admitted to listing, trading and/orquotation as soon as practicable after the relevant Reset Date. All notifications,opinions, determinations, certificates, calculations, quotations and decisions given,expressed, made or obtained for the purposes of this Condition 6(a)(iii) by theCalculation Agent will (in the absence of manifest error) be binding on the relevantIssuer, (in respect of each Tranche of Guaranteed Securities) the Guarantor, the PayingAgents, the Trustee and the Holders and no liability to any such person will attach tothe Calculation Agent or the Trustee in connection with the exercise or non-exerciseby it of its powers, duties and discretions for such purposes.

(b) Floating Rate Securities: This Condition 6(b) is applicable to the Securities only if theFloating Rate Securities Provisions are specified in the relevant Pricing Supplement asbeing applicable.

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(i) Accrual of Distribution: Subject to Condition 6(c) (Distribution - Distribution

Deferral), the Securities confer a right to receive Distribution from the Distribution

Commencement Date at the Rate of Distribution payable in arrear on each Distribution

Payment Date, subject as provided in Condition 8 (Payments — Bearer Securities) and

Condition 9 (Payments — Registered Securities). Unless otherwise provided for in

these Conditions, each Security will cease to confer the right to receive any

Distribution from the due date for redemption unless, upon due presentation, payment

of the full amount due is improperly withheld or refused. In such latter event,

Distribution will continue to accrue at the applicable Rate of Distribution (after as

well as before any judgment) up to but excluding whichever is the earlier of (i) the

date on which all sums due in respect of any Security are received by or on behalf of

the relevant Holder and (ii) the day which is seven days after the Principal Paying

Agent or the Trustee has notified the Holders that it has received all sums due in

respect of the Securities up to such seventh day (except to the extent that there is a

failure in the subsequent payment to the relevant Holders under these Conditions).

(ii) Screen Rate Determination: If Screen Rate Determination is specified in the relevant

Pricing Supplement as the manner in which the Rate(s) of Distribution is/are to be

determined, the Rate of Distribution applicable to the Securities for each Interest

Period will be determined by the Calculation Agent on the following basis:

(A) if the Reference Rate is a composite quotation or customarily supplied by one

entity, the Calculation Agent will determine the Reference Rate which appears

on the Relevant Screen Page as of the Relevant Time on the relevant Distribution

Determination Date;

(B) if Linear Interpolation is specified as applicable in respect of a Distribution

Period in the applicable Pricing Supplement, the Rate of Distribution for such

Distribution Period shall be calculated by the Calculation Agent by straight-line

linear interpolation by reference to two rates which appear on the Relevant

Screen Page as of the Relevant Time on the relevant Distribution Determination

Date, where:

(1) one rate shall be determined as if the relevant Distribution Period were the

period of time for which rates are available next shorter than the length of

the relevant Distribution Period; and

(2) the other rate shall be determined as if the relevant Distribution Period

were the period of time for which rates are available next longer than the

length of the relevant Distribution Period;

provided, however, that if no rate is available for a period of time next shorter

or, as the case may be, next longer than the length of the relevant Distribution

Period, then the Calculation Agent shall determine such rate at such time and by

reference to such sources as the relevant Issuer determines appropriate;

(C) in any other case, the Calculation Agent will determine the arithmetic mean of

the Reference Rates which appear on the Relevant Screen Page as of the

Relevant Time on the relevant Distribution Determination Date;

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(D) if, in the case of (A) above, such rate does not appear on that page or, in the case

of (C) above, fewer than two such rates appear on that page or if, in either case,

the Relevant Screen Page is unavailable, the Calculation Agent will:

(1) request the principal Relevant Financial Centre office of each of the

Reference Banks to provide a quotation of the Reference Rate at

approximately the Relevant Time on the Distribution Determination Date toprime banks in the Relevant Financial Centre interbank market in anamount that is representative for a single transaction in that market at thattime; and

(2) determine the arithmetic mean of such quotations; and

(E) if fewer than two such quotations are provided as requested, the CalculationAgent will determine the arithmetic mean of the rates (being the nearest to theReference Rate, as determined by the Calculation Agent) quoted by major banksin the Principal Financial Centre of the Specified Currency, selected by theCalculation Agent, at approximately 11.00 a.m. (local time in the PrincipalFinancial Centre of the Specified Currency) on the first day of the relevantDistribution Period for loans in the Specified Currency to leading internationalbanks for a period equal to the relevant Interest Period and in an amount that isrepresentative for a single transaction in that market at that time,

and the Rate of Distribution for such Distribution Period shall be the sum of theMargin and the rate or (as the case may be) the arithmetic mean so determined;provided, however, that if the Calculation Agent is unable to determine a rate or (asthe case may be) an arithmetic mean in accordance with the above provisions inrelation to any Distribution Period, the Rate of Distribution applicable to theSecurities during such Distribution Period will be the sum of the Margin and the rateor (as the case may be) the arithmetic mean last determined in relation to theSecurities in respect of a preceding Distribution Period.

(iii) ISDA Determination: If ISDA Determination is specified in the relevant PricingSupplement as the manner in which the Rate(s) of Distribution is/are to be determined,the Rate of Distribution applicable to the Securities for each Distribution Period willbe the sum of the Margin and the relevant ISDA Rate where “ISDA Rate” in relationto any Distribution Period means a rate equal to the Floating Rate (as defined in theISDA Definitions) that would be determined by the Calculation Agent under aninterest rate swap transaction if the Calculation Agent were acting as CalculationAgent for that interest rate swap transaction under the terms of an agreementincorporating the ISDA Definitions and under which:

(A) the Floating Rate Option (as defined in the ISDA Definitions) is as specified inthe relevant Pricing Supplement;

(B) the Designated Maturity (as defined in the ISDA Definitions) is a periodspecified in the relevant Pricing Supplement;

(C) the relevant Reset Date (as defined in the ISDA Definitions) is either (1) if therelevant Floating Rate Option is based on LIBOR for a currency, the first day ofthat Distribution Period or (B) in any other case, as specified in the relevantPricing Supplement; and

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(D) if Linear Interpolation is specified as applicable in respect of a DistributionPeriod in the applicable Pricing Supplement, the Rate of Distribution for suchInterest Period shall be calculated by the Calculation Agent by straight-linelinear interpolation by reference to two rates based on the relevant Floating RateOption, where:

(1) one rate shall be determined as if the Designated Maturity were the periodof time for which rates are available next shorter than the length of therelevant Distribution Period; and

(2) the other rate shall be determined as if the Designated Maturity were theperiod of time for which rates are available next longer than the length ofthe relevant Distribution Period,

provided, however, that if there is no rate available for a period of time nextshorter than the length of the relevant Distribution Period or, as the case may be,next longer than the length of the relevant Distribution Period, then theCalculation Agent shall determine such rate at such time and by reference to suchsources as the relevant Issuer determines appropriate.

(iv) Maximum or Minimum Rate of Distribution: If any Maximum Rate of Interest orMinimum Rate of Interest is specified in the relevant Pricing Supplement, then theRate of Distribution shall in no event be greater than the maximum or be less than theminimum so specified.

(v) Calculation of Distribution Amount: The Calculation Agent will, as soon aspracticable after the time at which the Rate of Distribution is to be determined inrelation to each Distribution Period, calculate the Distribution Amount payable inrespect of each Security for such Distribution Period. The Distribution Amount willbe calculated by applying the Rate of Distribution for such Distribution Period to theCalculation Amount, multiplying the product by the relevant Day Count Fraction,rounding the resulting figure to the nearest sub-unit of the Specified Currency (halfa sub-unit being rounded upwards) and multiplying such rounded figure by a fractionequal to the Specified Denomination of the relevant Security divided by theCalculation Amount. For this purpose a “sub-unit” means, in the case of any currencyother than United States dollars, the lowest amount of such currency that is availableas legal tender in the country of such currency and, in the case of United Statesdollars, means one cent.

(vi) Publication: The Calculation Agent will cause each Rate of Distribution andDistribution Amount determined by it, together with the relevant DistributionPayment Date, and any other amount(s) required to be determined by it together withany relevant payment date(s) to be notified to the Paying Agents as soon as practicableafter such determination but (in the case of each Rate of Distribution, DistributionAmount and Distribution Payment Date) in any event not later than the first day of therelevant Distribution Period. Notice thereof shall also promptly be given by therelevant Issuer to the Securityholders. The relevant Issuer, the Trustee and theCalculation Agent will be entitled to recalculate any Distribution Amount (on the basisof the foregoing provisions) without notice in the event of an extension or shorteningof the relevant Distribution Period. If the Calculation Amount is less than theminimum Specified Denomination the Calculation Agent shall not be obliged topublish each Distribution Amount but instead may publish only the CalculationAmount and the Interest Amount in respect of a Security having the minimumSpecified Denomination.

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(vii) Notifications etc: All notifications, opinions, determinations, certificates,calculations, quotations and decisions given, expressed, made or obtained for thepurposes of this Condition by the Calculation Agent will (in the absence of manifesterror) be binding on the relevant Issuer, (in respect of each Tranche of GuaranteedSecurities) the Guarantor, the Paying Agents, the Securityholders and theCouponholders and (subject as aforesaid) no liability to any such Person will attachto the Calculation Agent in connection with the exercise or non-exercise by it of itspowers, duties and discretions for such purposes.

(c) Distribution Deferral:

(i) Optional Deferral: The relevant Issuer may, at its sole discretion, elect to defer, inwhole or in part, any Distribution (including any Arrears of Distribution and anyAdditional Distribution Amount) which is otherwise scheduled to be paid on aDistribution Payment Date to the next Distribution Payment Date (an “OptionallyDeferred Distribution Payment”) by giving notice (an “Optional DistributionDeferral Notice”) to the Holders (in accordance with Condition 18 (Notices)) notmore than 10 nor less than five Business Days prior to a scheduled DistributionPayment Date (an “Optional Deferral Event”) unless, if the Dividend Pusher isspecified in the relevant Pricing Supplement as being applicable, during the DividendPusher Lookback Period ending on the day before that scheduled DistributionPayment Date a Compulsory Distribution Payment Event has occurred. Any partialpayment of outstanding Distribution (including any Arrears of Distribution and anyAdditional Distribution Amount) by the relevant Issuer shall be shared by the Holdersof all outstanding Securities on a pro-rata basis.

(ii) No obligation to pay: The relevant Issuer shall have no obligation to pay anyDistribution (including any Arrears of Distribution and any Additional DistributionAmount) on any Distribution Payment Date if it validly elects not to do so inaccordance with Condition 6(c)(i) (Optional Deferral) and any failure to pay anyDistribution (including any Arrears of Distribution and any Additional DistributionAmount) shall not constitute a default of the relevant Issuer in respect of theSecurities or (in respect of each Tranche of Guaranteed Securities) the Guarantor inrespect of the Guaranteed Securities.

(iii) Requirements as to Notice: Prior to publishing any Optional Distribution DeferralNotice, the relevant Issuer shall, if the Dividend Pusher is specified in the relevantPricing Supplement as being applicable, deliver to each of the Trustee and thePrincipal Paying Agent a certificate in the form scheduled to the Trust Deed signed byan officer of the relevant Issuer confirming that an Optional Deferral Event hasoccurred and is continuing, and that no Compulsory Distribution Payment Event hasoccurred during the Dividend Pusher Lookback Period ending on the day before therelevant Distribution Payment Date and is continuing.

The Trustee shall be entitled to accept and rely upon such certificate as sufficientevidence of the occurrence of an Optional Deferral Event, in which event it shall beconclusive and binding on the Holders.

(iv) Cumulative Deferral: If Cumulative Deferral is specified in the Pricing Supplement asapplicable any Distribution deferred pursuant to this Condition 6(c) shall constitute“Arrears of Distribution”. The relevant Issuer may, at its sole discretion, elect tofurther defer any Arrears of Distribution by complying with the foregoing noticerequirements applicable to any deferral of an accrued Distribution. The relevant Issueris not subject to any limit as to the number of times Distributions and Arrears ofDistribution may be deferred pursuant to this Condition 6(c) except that this Condition6(c)(iv) shall be complied with until all outstanding Arrears of Distribution have beenpaid in full.

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If Additional Distribution is specified in the Pricing Supplement as applicable, eachamount of Arrears of Distribution shall accrue interest at the Rate of Distribution asif it constituted the principal of the Securities and the amount of such interest (the“Additional Distribution Amount”) with respect to Arrears of Distribution shall bedue and payable pursuant to this Condition 6 and shall be calculated by applying theRate of Distribution to the amount of the Arrears of Distribution and otherwise mutatismutandis as provided in the foregoing provisions of this Condition 6. The AdditionalDistribution Amount accrued up to any Distribution Payment Date shall be added, forthe purpose of calculating the Additional Distribution Amount accruing thereafter, tothe amount of Arrears of Distribution remaining unpaid on such Distribution PaymentDate so that it will itself become Arrears of Distribution.

(v) Non-Cumulative Deferral; Optional Distribution: If Non-Cumulative Deferral is setout hereon, any distribution deferred pursuant to this Condition 6(c) is non-cumulativeand will not accrue distribution. The relevant Issuer is not under any obligation to paysuch distribution or any other distributions that have not been paid in whole or in part.If Optional Distribution is set out hereon, the relevant Issuer may, at its solediscretion, and at any time, elect to pay an optional amount equal to the amount ofdistribution which is unpaid in whole or in part (an “Optional Distribution”) at anytime by giving notice of such election to the Securityholders (in accordance withCondition 18 (Notices)) and the Trustee and the Principal Paying Agent not more than15 and not less than 5 Business Days (or such other notice period as may be specifiedhereon) prior to the relevant payment date specified in such notice (which notice isirrevocable and shall oblige the relevant Issuer to pay the relevant OptionalDistribution on the payment date specified in such notice).

Any partial payment of outstanding Optional Distribution by the relevant Issuer shallbe shared by the Securityholders or Couponholders of all outstanding Securities andthe Coupons related to them on a pro-rata basis.

(vi) Restrictions in the case of an Optional Deferral: If the Dividend Stopper is specifiedin the Pricing Supplement as applicable, then if on any Distribution Payment Date,payment of all Distribution payments scheduled to be made on such date is not madein full by reason of Condition 6(c)(i) (Optional Deferral), neither the relevant Issuernor (in respect of each Tranche of Guaranteed Securities) the Guarantor shall:

(A) declare, pay or make any dividends, distributions or other payments on, and willprocure that no dividend, distribution or other payment is declared, paid or madeon any of its Junior Obligations and, in the case of Subordinated Securities, anyof its Parity Obligations except on a pro-rata basis with the Securities; or

(B) redeem, reduce, cancel, buy-back or acquire for any consideration any of itsJunior Obligations and, in the case of Subordinated Securities, any of its ParityObligations except on a pro-rata basis with the Securities,

in each case, other than (i) in connection with any employee benefit plan or similararrangements with or for the benefit of employees, officers, directors or consultantsor (ii) as a result of the exchange or conversion of Parity Obligations for JuniorObligations, unless and until (1) (if Cumulative Deferral is set out hereon) the relevantIssuer has satisfied in full all outstanding Arrears of Distributions and any AdditionalDistribution Amounts, (2) (if Non-Cumulative Deferral is set out hereon) if alloutstanding Securities have been redeemed in full, the next scheduled distribution hasbeen paid in full or an Optional Distribution equal to the amount of distributionpayable with respect to the most recent Distribution Payment Date that was unpaid infull or in part, has been paid in full or (3) the relevant Issuer or (in respect of eachTranche of Guaranteed Securities) the Guarantor, is permitted to do so by anExtraordinary Resolution of the Holders.

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(vii) Satisfaction of Arrears of Distribution by payment: The relevant Issuer or (in respect

of each Tranche of Guaranteed Securities) the Guarantor:

(A) may satisfy any Arrears of Distribution (in whole or in part) at any time by

giving notice of such election to the Holders (in accordance with Condition 18

(Notices)), the Trustee and the Principal Paying Agent not more than 20 nor less

than 10 Business Days prior to the relevant payment date specified in such notice

(which notice is irrevocable and shall oblige the relevant Issuer to pay the

relevant Arrears of Distribution on the payment date specified in such notice).

Any partial payment of outstanding Arrears of Distribution by the relevant Issuer

shall be paid to the Holders of all outstanding Securities on a pro-rata basis; and

(B) in any event shall satisfy any outstanding Arrears of Distribution deferred in

accordance with 6(c)(i) (Optional Deferral), in whole but not in part, and

including any Additional Distribution Amount, on the earliest to occur of:

(1) the next Distribution Payment Date falling immediately after a breach of

Condition 6(c)(vi) (Restrictions in the case of an Optional Deferral);

(2) the date on which the Securities are redeemed at the option of the relevant

Issuer pursuant to Condition 7(c) (Redemption at the option of the Issuer));

(3) a Special Event Redemption Date; and

(4) the Winding-Up of the relevant Issuer or (in respect of each Tranche of

Guaranteed Securities) the Guarantor.

(viii) No default: Notwithstanding any other provision in these Conditions or in the Trust

Deed, the deferral of any Distribution payment in accordance with this Condition 6(c)

shall not constitute a default for any purpose (including, without limitation, pursuant

to Condition 11 (Non-payment)) on the part of the relevant Issuer or (in respect of each

Tranche of Guaranteed Securities) the Guarantor.

(d) Increase in Rate of Distribution: If specified in the relevant Pricing Supplement as being

applicable, upon the occurrence of a Step-Up Event, unless (i) an irrevocable notice in

writing to redeem the Securities has been given by the Issuer to Securityholders (in

accordance with Condition 18 (Notices)), the Trustee and the Principal Paying Agent

pursuant to Condition 7 (Redemption and Purchase) by the 30th day following the

occurrence of the relevant Step-Up Event or (ii) the relevant Step-Up Event is remedied by

the 30th day following the occurrence of such relevant Step-Up Event, the Rate of

Distribution will increase by the Step-Up Rate with effect from (A) the next Distribution

Payment Date immediately following the 30th day after the occurrence of the relevant

Step-Up Event or (B) if the date on which the relevant Step-Up Event (as applicable) occurs

is not less than 60 days prior to the most recent preceding Distribution Payment Date, such

Distribution Payment Date, provided that the maximum aggregate increase in the

Distribution Rate pursuant to this Condition 6(d) shall be the Step-Up Rate. Any increase

in the Distribution Rate pursuant to this Condition 6(d) shall be notified by the relevant

Issuer to the Securityholders (in accordance with Condition 18 (Notices)), the Trustee and

the Principal Paying Agent in writing no later than the 30th day following the date on which

such increase is effective.

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(e) Decrease in Distribution Rate: If following an increase in the Distribution Rate after aStep-Up Event, such Step-Up Event is cured or no longer exists, upon written notice of suchfacts being given to the Securityholders (in accordance with Condition 18 (Notices)), theTrustee and the Principal Paying Agent, the Distribution Rate shall be decreased by theStep-Up Rate with effect from (and including) the Distribution Payment Date immediatelyfollowing the date falling 30 days after the date on which the Trustee receives notice thatthe Step-Up Event has been cured or no longer exists provided that the maximum aggregatedecrease in the Distribution Rate pursuant to this Condition 6(e) shall be the Step-Up Rate.

7. Redemption and Purchase

(a) No fixed redemption date: The Securities are perpetual securities in respect of which thereis no fixed redemption date and the relevant Issuer shall (subject to the provisions ofCondition 4 (Status and Guarantee of the Securities) and without prejudice to Condition 11(Non-payment)) only have the right to redeem or purchase them in accordance with thefollowing provisions of this Condition 7.

(b) Redemption for tax reasons: The Securities may be redeemed at the option of the relevantIssuer in whole, but not in part, at any time (unless the Floating Rate Security Provisionsare specified in the relevant Pricing Supplement as being applicable) or on any DistributionPayment Date (if the Floating Rate Security Provisions are specified in the relevant PricingSupplement as being applicable), on giving not less than 30 nor more than 60 days’ noticeto the Securityholders, or such other period(s) as may be specified in the relevant PricingSupplement, (which notice shall be irrevocable), at their Early Redemption Amount (Tax),together with distribution accrued (if any) to the date fixed for redemption, if, immediatelybefore giving such notice:

(i) the relevant Issuer receives a ruling by the Comptroller of Income Tax in Singapore(or other relevant authority) which confirms that:

(A) the Securities will not be regarded as “debt securities” for the purposes ofSection 43N(4) of the Income Tax Act, Chapter 134 of Singapore (“ITA”) andRegulation 2 of the Income Tax (Qualifying Debt Securities) Regulations; and/or

(B) the distributions (including any Optional Distributions, Arrears of Distributionand any Additional Distribution Amount) will not be regarded as interest payableby the relevant Issuer for the purposes of the withholding tax exemption oninterest for “qualifying debt securities” under the ITA; or

(ii) (A) (1) the relevant Issuer has or will become obliged to pay additional amounts asprovided or referred to in Condition 10 (Taxation) as a result of any change in, oramendment to, the laws or regulations of Singapore or any political subdivision or anyauthority thereof or therein having power to tax, or any change in the application orofficial interpretation of such laws or regulations (including a holding by a court ofcompetent jurisdiction), or the Securities do not qualify as “qualifying debt securities”for the purposes of the ITA, which change or amendment becomes effective on or afterthe date on which agreement is reached to issue the first Tranche of the Securities; and(2) such obligation cannot be avoided by the relevant Issuer taking reasonablemeasures available to it; or (B) in respect of each Tranche of Guaranteed Securities,(1) the Guarantor has or (if a demand was made under the Guarantee of the Securities)would become obliged to pay additional amounts as provided or referred to inCondition 10 (Taxation) as a result of any change in, or amendment to, the laws orregulations of Singapore or any political subdivision or any authority thereof ortherein having power to tax, or any change in the application or official interpretationof such laws or regulations (including a holding by a court of competent jurisdiction),

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which change or amendment becomes effective on or after the date on which

agreement is reached to issue the first Tranche of the Securities and (2) such

obligation cannot be avoided by the Guarantor taking reasonable measures available

to it,

(each “Withholding Tax Event”) provided, however, that no such notice of redemption

shall be given earlier than:

(A) where the Securities may be redeemed at any time, 90 days (or such other period as

may be specified in the relevant Pricing Supplement) prior to the earliest date on

which the relevant Issuer or (in respect of each Tranche of Guaranteed Securities) the

Guarantor would be obliged to pay such additional amounts if a payment in respect of

the Securities were then due or (in respect of each Tranche of Guaranteed Securities)

a demand under the Guarantee of the Securities were then made; or

(B) where the Securities may be redeemed only on a Distribution Payment Date, 60 days

(or such other period as may be specified in the relevant Pricing Supplement) prior to

the Distribution Payment Date occurring immediately before the earliest date on

which the relevant Issuer or (in respect of each Tranche of Guaranteed Securities) the

Guarantor would be obliged to pay such additional amounts if a payment in respect of

the Securities were then due or (in respect of each Tranche of Guaranteed Securities)

a demand under the Guarantee of the Securities were then made.

Prior to the publication of any notice of redemption pursuant to this paragraph, the relevant

Issuer shall deliver or procure that there is delivered to the Trustee (1) a certificate signed

by an officer of the relevant Issuer stating that the relevant Issuer is entitled to effect such

redemption and setting forth a statement of facts showing that the conditions precedent to

the right of the relevant Issuer so to redeem have occurred of and (2) an opinion of

independent legal advisers of recognised standing to the effect that the relevant Issuer or

(in respect of each Tranche of Guaranteed Securities) the Guarantor has or will become

obliged to pay such additional amounts as a result of such change or amendment.

The Trustee shall be entitled to accept and rely upon such certificate and opinion as

sufficient evidence of the satisfaction of the circumstances set out above, in which event

they shall be conclusive and binding on the Securityholders.

Upon the expiry of any such notice as is referred to in this Condition 7(b), the relevant

Issuer shall be bound to redeem the Securities in accordance with this Condition 7(b).

(c) Redemption at the option of the Issuer: The Securities may be redeemed at the option of the

relevant Issuer in whole or, if so specified in the relevant Pricing Supplement, in part on

any Optional Redemption Date (Call) at the relevant Optional Redemption Amount (Call)

on the relevant Issuer’s giving not less than 30 nor more than 60 days’ notice to the

Securityholders, or such other period(s) as may be specified in the relevant Pricing

Supplement (which notice shall be irrevocable and shall oblige the relevant Issuer to

redeem the Securities or, as the case may be, the Securities specified in such notice on the

relevant Optional Redemption Date (Call) at the Optional Redemption Amount (Call) plus

Distribution accrued to the date fixed for redemption (including any Arrears of Distribution

and any Additional Distribution Amount).

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(d) Redemption upon a Capital Event: If the Capital Event Redemption is specified in the

relevant Pricing Supplement as being applicable, the Securities may be redeemed at the

option of the relevant Issuer in whole, but not in part, at any time (unless the Floating Rate

Security Provisions are specified in the relevant Pricing Supplement as being applicable)

or on any Distribution Payment Date (if the Floating Rate Security Provisions are specified

in the relevant Pricing Supplement as being applicable), on giving not less than 30 nor more

than 60 days’ notice to the Holders (which notice shall be irrevocable) at their Early

Redemption Amount (Capital Event), if, immediately before giving such notice, an

amendment, clarification or change has occurred or will occur prior to the next Distribution

Payment Date, in the equity credit criteria, guidelines or methodology of any relevant

Rating Agency or any of their respective successors to the rating business thereof, which

amendment, clarification or change results in a lower equity credit for the Securities than

the equity credit assigned on the Issue Date or assigned at the date when equity credit is

assigned for the first time (a “Capital Event”).

Prior to the publication of any notice of redemption pursuant to this Condition 7(d), the

relevant Issuer shall deliver or procure that there is delivered to the Trustee a certificate

signed by an officer of the relevant Issuer stating that the circumstances referred to above

prevail and setting out the details of such circumstances.

(e) Redemption upon a Tax Deductibility Event: If the Redemption for Tax Deductibility Event

is specified in the relevant Pricing Supplement as being applicable, the Securities may be

redeemed at the option of the relevant Issuer in whole, but not in part, at any time (unless

the Floating Rate Security Provisions are specified in the relevant Pricing Supplement as

being applicable) or on any Distribution Payment Date (if the Floating Rate Security

Provisions are specified in the relevant Pricing Supplement as being applicable), on giving

not less than 30 nor more than 60 days’ notice to the Holders (which notice shall be

irrevocable) at their Early Redemption Amount (Tax Deductibility Event), if, immediately

before giving such notice, as a result of:

(i) (A) any amendment to, or change in, the laws (or any rules or regulations thereunder)

of Singapore or any political subdivision or any taxing authority thereof or

therein which is enacted, promulgated, issued or becomes effective which

change or amendment becomes effective on or after the date on which agreement

is reached to issue the first Tranche of the Securities;

(B) any amendment to, or change in, an official and binding interpretation of any

such laws, rules or regulations by any legislative body, court, governmental

agency or regulatory authority (including the enactment of any legislation and

the publication of any judicial decision or regulatory determination) which is

enacted, promulgated, issued or becomes effective on or after the date on which

agreement is reached to issue the first Tranche of the Securities; or

(C) any applicable official interpretation or pronouncement which is issued or

announced on or after the date of issue of the first Tranche of the Securities that

provides for a position with respect to such laws or regulations that differs from

the previous generally accepted position,

payments by the relevant Issuer would no longer, or within 90 days of the date of the

opinion referred to below would not be fully deductible by the relevant Issuer for

Singapore income tax purposes; or

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(ii) the relevant Issuer receives a ruling by the Comptroller of Income Tax in Singapore(or other relevant authority) which confirms that the distributions (including anyArrears of Distribution and any Additional Distribution Amount (if any)) will not beregarded as interest in nature for the purpose of the ITA (including Section 14(1)(a)of the ITA) (each, a “Tax Deductibility Event”).

Prior to the publication of any notice of redemption pursuant to this Condition 7(e), therelevant Issuer shall deliver or procure that there is delivered to the Trustee a certificatesigned by an officer of the relevant Issuer stating that the circumstances referred to aboveprevail and setting out the details of such circumstances.

The Trustee shall be entitled to accept and rely upon such certificate as sufficient evidenceof the satisfaction of the circumstances set out above, in which event it shall be conclusiveand binding on the Holders.

Upon the expiry of any such notice as is referred to in this Condition 7(e), the relevantIssuer shall be bound to redeem the Securities in accordance with this Condition 7(e).

(f) Redemption upon an Accounting Event: If the Accounting Event Redemption is specified inthe relevant Pricing Supplement as being applicable, the Securities may be redeemed at theoption of the relevant Issuer in whole, but not in part, at any time (unless the Floating RateSecurity Provisions are specified in the relevant Pricing Supplement as being applicable)or on any Distribution Payment Date (if the Floating Rate Security Provisions are specifiedin the relevant Pricing Supplement as being applicable), on giving not less than 30 nor morethan 60 days’ notice to the Holders (which notice shall be irrevocable) at their EarlyRedemption Amount (Accounting Event), if, immediately before giving such notice, as aresult of any changes or amendments to SFRS) or any other accounting standards that mayreplace SFRS for the purposes of the consolidated financial statements of the Company (the“Relevant Accounting Standard”), the Securities must not or must no longer be recordedas “equity” of the Company pursuant to the Relevant Accounting Standard (an “AccountingEvent”).

Prior to the publication of any notice of redemption pursuant to this Condition 7(f), therelevant Issuer shall deliver or procure that there is delivered to the Trustee (1) a certificate,signed by an officer of the relevant Issuer, stating that the circumstances referred to aboveprevail and setting out the details of such circumstances; and (2) an opinion, in form andsubstance satisfactory to the Trustee, of the Company’s independent auditors stating thatthe circumstances referred to above prevail and the date on which the relevant change oramendment to the Relevant Accounting Standard is due to take effect.

The Trustee shall be entitled to accept and rely upon such certificate and opinion assufficient evidence of the satisfaction of the circumstances set out above, in which eventthey shall be conclusive and binding on the Holders.

Upon the expiry of any such notice as is referred to in this Condition 7(f), the relevantIssuer shall be bound to redeem the Securities in accordance with this Condition 7(f)provided that such date for redemption shall be no earlier than 90 days prior to the last daybefore the date on which the Securities must not or must no longer be so recorded as“equity” of the Company pursuant to the Relevant Accounting Standard.

(g) Redemption in the case of minimal outstanding amount: The Securities may be redeemed atthe option of the relevant Issuer in whole, but not in part, at any time (unless the FloatingRate Security Provisions are specified in the relevant Pricing Supplement as beingapplicable) or on any Distribution Payment Date (if the Floating Rate Security Provisionsare specified in the relevant Pricing Supplement as being applicable), on the relevant Issuergiving not less than 30 nor more than 60 days’ notice to the Holders (which notice shall be

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irrevocable) at the Early Redemption Amount (Minimal Outstanding Amount), if,

immediately before giving such notice, the aggregate principal amount of the Securities

outstanding is less than 10 per cent. of the aggregate principal amount originally issued

(including any further securities issued in accordance with Condition 17 (Further Issues)).

Upon expiry of any such notice as is referred to in this Condition 7(g), the relevant Issuer

shall be bound to redeem the Securities in accordance with this Condition 7(g).

(h) Partial redemption: If the Securities are to be redeemed in part only on any date in

accordance with Condition 7(c) (Redemption at the option of the Issuer), in the case of

Bearer Securities, the Securities to be redeemed shall be selected by the drawing of lots in

such place as the Principal Paying Agent and the relevant Issuer approve and in such

manner as the Principal Paying Agent and the relevant Issuer consider appropriate, subject

to compliance with applicable law, the rules of each competent authority, stock exchange

and/or quotation system (if any) by which the Securities have then been admitted to listing,

trading and/or quotation and the notice to Securityholders referred to in Condition 7(c)

(Redemption at the option of the Issuer) shall specify the serial numbers of the Securities

so to be redeemed, and, in the case of Registered Securities, each Security shall be

redeemed in part in the proportion which the aggregate principal amount of the outstanding

Securities to be redeemed on the relevant Optional Redemption Date (Call) bears to the

aggregate principal amount of outstanding Securities on such date. If any Maximum

Redemption Amount or Minimum Redemption Amount is specified in the relevant Pricing

Supplement, then the Optional Redemption Amount (Call) shall in no event be greater than

the maximum or be less than the minimum so specified.

(i) No other redemption: The relevant Issuer shall not be entitled to redeem the Securities

otherwise than as provided in paragraphs (a) to (g) above or as otherwise specified in the

relevant Pricing Supplement.

(j) Purchase: The Company or any of its Subsidiaries may at any time purchase Securities in

the open market or otherwise and at any price, provided that all unmatured Coupons are

purchased therewith, and subject to any conditions specified in the relevant Pricing

Supplement.

(k) Cancellation: All Securities purchased by or on behalf of the Company or any of its

Subsidiaries may be surrendered for cancellation, in the case of Bearer Securities, by

surrendering each such Security together with all unmatured Coupons and all unexchanged

Talons to the Principal Paying Agent and, in the case of Registered Securities, by

surrendering the Certificate representing such Securities to the Registrar and, in each case,

if so surrendered, the same shall, together with all Securities redeemed by the relevant

Issuer, be cancelled forthwith (together with all unmatured Coupons and unexchanged

Talons attached thereto or surrendered therewith). Any Securities so surrendered for

cancellation may not be reissued or resold and the obligations of the relevant Issuer and (in

respect of each Tranche of Guaranteed Securities) the Guarantor in respect of any such

Securities shall be discharged.

(l) Calculations: Neither the Trustee nor any of the Agents (other than the Calculation Agent

and solely in respect of its functions as an appointment Calculation Agent of the relevant

Issuer) shall be responsible for calculating or verifying the calculations of any amount

under any notice of redemption and shall not be liable to the Securityholders or any other

person for not doing so.

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8. Payments — Bearer Securities

This Condition 8 is only applicable to Bearer Securities.

(a) Principal: Payments of principal shall be made only against presentation and (providedthat payment is made in full) surrender of Bearer Securities at the Specified Office of anyPaying Agent outside the United States (i) in the case of a currency other than Renminbi),by transfer to an account denominated in the currency in which the payment is due on (or,if that currency is euro, any other account to which euro may be credited or transferred) andmaintained by the payee with, a bank in the Principal Financial Centre of that currency, and(ii) in the case of Renminbi, by transfer to an account denominated in Renminbi andmaintained by the payee with a bank in Hong Kong.

(b) Distribution: Payments of Distribution shall, subject to paragraph (i) below, be made onlyagainst presentation and (provided that payment is made in full) surrender of theappropriate Coupons at the Specified Office of any Paying Agent outside the United Statesin the manner described in paragraph (a) above.

(c) Payments subject to fiscal laws: All payments in respect of the Bearer Securities are subjectin all cases to (i) any applicable fiscal or other laws and regulations in the place of paymentand (ii) any withholding or deduction required pursuant to an agreement described inSection 1471(b) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) orotherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations oragreements thereunder, any official interpretations thereof, or any law implementing anintergovernmental approach thereto. No commissions or expenses shall be charged to theSecurityholders or Couponholders in respect of such payments.

(d) Deductions for unmatured Coupons: If the relevant Pricing Supplement specifies that theFixed Rate Security Provisions are applicable and a Bearer Security is presented without allunmatured Coupons relating thereto:

(i) if the aggregate amount of the missing Coupons is less than or equal to the amount ofprincipal due for payment, a sum equal to the aggregate amount of the missingCoupons will be deducted from the amount of principal due for payment; provided,however, that if the gross amount available for payment is less than the amount ofprincipal due for payment, the sum deducted will be that proportion of the aggregateamount of such missing Coupons which the gross amount actually available forpayment bears to the amount of principal due for payment;

(ii) if the aggregate amount of the missing Coupons is greater than the amount of principaldue for payment:

(A) so many of such missing Coupons shall become void (in inverse order ofmaturity) as will result in the aggregate amount of the remainder of such missingCoupons (the “Relevant Coupons”) being equal to the amount of principal duefor payment; provided, however, that where this sub-paragraph wouldotherwise require a fraction of a missing Coupon to become void, such missingCoupon shall become void in its entirety; and

(B) a sum equal to the aggregate amount of the Relevant Coupons (or, if less, theamount of principal due for payment) will be deducted from the amount ofprincipal due for payment; provided, however, that, if the gross amountavailable for payment is less than the amount of principal due for payment, thesum deducted will be that proportion of the aggregate amount of the RelevantCoupons (or, as the case may be, the amount of principal due for payment) whichthe gross amount actually available for payment bears to the amount of principaldue for payment.

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Each sum of principal so deducted shall be paid in the manner provided in paragraph (a)above against presentation and (provided that payment is made in full) surrender of therelevant missing Coupons.

(e) Unmatured Coupons void: If the relevant Pricing Supplement specifies that this Condition8(e) is applicable or that the Floating Rate Security Provisions are applicable, on the duedate for final redemption of any Security or early redemption in whole of such Securitypursuant to Conditions 7(b) (Redemption for tax reasons), 7(c) (Redemption at the optionof the Issuer), 7(d) (Redemption upon a Capital Event), 7(e) (Redemption upon a TaxDeductibility Event), 7(f) (Redemption upon an Accounting Event) or 7(g) (Redemption inthe case of minimal outstanding amount), all unmatured Coupons relating thereto (whetheror not still attached) shall become void and no payment will be made in respect thereof.

(f) Payments on business days: If the due date for payment of any amount in respect of anyBearer Security or Coupon is not a Payment Business Day in the place of presentation, theHolder shall not be entitled to payment in such place of the amount due until the nextsucceeding Payment Business Day in such place and shall not be entitled to any furtherinterest or other payment in respect of any such delay.

(g) Payments other than in respect of matured Coupons: Payments of interest other than inrespect of matured Coupons shall be made only against presentation of the relevant BearerSecurity at the Specified Office of any Paying Agent outside the United States.

(h) Partial payments: If a Paying Agent makes a partial payment in respect of any BearerSecurity or Coupon presented to it for payment, such Paying Agent will endorse thereon astatement indicating the amount and date of such payment.

(i) Exchange of Talons: On or after the maturity date of the final Coupon which is (or was atthe time of issue) part of a Coupon Sheet relating to the Bearer Security, the Talon formingpart of such Coupon Sheet may be exchanged at the Specified Office of the Principal PayingAgent for a further Coupon Sheet (including, if appropriate, a further Talon but excludingany Coupons in respect of which claims have already become void pursuant to Condition12 (Prescription). Upon the due date for redemption of any Bearer Security, anyunexchanged Talon relating to such Security shall become void and no Coupon will bedelivered in respect of such Talon.

(j) Renminbi fallback: Notwithstanding any other provision in these Conditions, if by reasonof Inconvertibility, Non-transferability or Illiquidity, neither the relevant Issuer nor (inrespect of each Tranche of Guaranteed Securities) the Guarantor, in their sole discretion, isable to satisfy payments of principal or interest in respect of Bearer Securities when duein Renminbi in Singapore, the relevant Issuer or (in respect of each Tranche of GuaranteedSecurities) the Guarantor may, on giving not less than 10 nor more than 30 days’irrevocable notice to the Securityholders and the Paying Agent prior to the due date for therelevant payment, settle any such payment in Singapore dollars on the due date at theSingapore Dollar Equivalent of any such Renminbi denominated amount. In such event,payment of the Singapore Dollar Equivalent (as applicable) of the relevant amounts dueunder the Bearer Securities shall be made by transfer to a Singapore dollar denominatedaccount maintained by the payee with a bank in Singapore.

9. Payments — Registered Securities

(a) Principal: Payments of principal shall be made (i) in the case of a currency other thanRenminbi, by transfer to an account denominated in the currency in which payment is due(or, if that currency is euro, any other account to which euro may be credited or transferred)and maintained by the payee with, a bank in the Principal Financial Centre of that currency

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and (ii) in the case of Renminbi, by transfer to an account denominated in Renminbi andmaintained by the payee with a bank in Hong Kong, and (in the case of redemption) uponsurrender (or, in the case of part payment only, endorsement) of the relevant Certificates atthe Specified Office of any Paying Agent.

(b) Distribution: Payments of distribution shall be made by transfer to an account denominatedin the currency in which payment is due (or, if that currency is euro, any other account towhich euro may be credited or transferred) and maintained by the payee with, a bank in thePrincipal Financial Centre of that currency and (in the case of distribution payable onredemption) upon surrender (or, in the case of part payment only, endorsement) of therelevant Certificates at the Specified Office of any Paying Agent.

(c) Payments subject to fiscal laws: All payments in respect of the Securities are subject in allcases to (i) any applicable fiscal or other laws and regulations in the place of payment, butwithout prejudice to the provisions of Condition 10 (Taxation) and (ii) any withholding ordeduction required pursuant to an agreement described in Section 1471(b) of the Code orotherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations oragreements thereunder, any official interpretations thereof, or any law implementing anintergovernmental approach thereto. No commissions or expenses shall be charged to theSecurityholders in respect of such payments.

(d) Payments on business days: Where payment is to be made by transfer to an account,payment instructions (for value the due date, or, if the due date is not Payment BusinessDay, for value the next succeeding Payment Business Day) will be initiated (i) (in the caseof payments of principal and distribution payable on redemption) on the later of the duedate for payment and the day on which the relevant Certificate is surrendered (or, in thecase of part payment only, endorsed) at the Specified Office of a Paying Agent and (ii) (inthe case of payments of distribution payable other than on redemption) on the due date forpayment. A Holder of a Security shall not be entitled to any distribution or other paymentin respect of any delay in payment resulting from the due date for a payment not being aPayment Business Day.

(e) Partial payments: If a Paying Agent makes a partial payment in respect of any Security, therelevant Issuer shall procure that the amount and date of such payment are noted on theRegister and, in the case of partial payment upon presentation of a Certificate, that astatement indicating the amount and the date of such payment is endorsed on the relevantCertificate.

(f) Record date: Each payment in respect of a Security will be made to the person shown asthe Holder in the Register at the close of business in the place of the Registrar’s SpecifiedOffice on the fifteenth day before the due date for such payment (the “Record Date”).

(g) Renminbi fallback: Notwithstanding any other provision in these Conditions, if by reasonof Inconvertibility, Non-transferability or Illiquidity, neither the relevant Issuer nor (inrespect of each Tranche of Guaranteed Securities) the Guarantor, in their sole discretion, isable to satisfy payments of principal or interest in respect of Registered Securities whendue in Renminbi in Singapore, the relevant Issuer or (in respect of each Tranche ofGuaranteed Securities) the Guarantor may, on giving not less than 10 nor more than 30days’ irrevocable notice to the Securityholders and the Paying Agent prior to the due datefor the relevant payment, settle any such payment in Singapore dollars on the due date atthe Singapore Dollar Equivalent of any such Renminbi denominated amount. In such event,payment of the Singapore Dollar Equivalent (as applicable) of the relevant amounts dueunder the Registered Securities shall be made by transfer to a Singapore dollar denominatedaccount maintained by the payee with a bank in Singapore.

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So long as the Global Certificate is held on behalf of Euroclear, Clearstream, Luxembourg or anyother clearing system, each payment in respect of the Global Certificate will be made to theperson shown as the holder in the Register at the close of business of the relevant clearing systemon the Clearing System Business Day before the due date for such payments, where “ClearingSystem Business Day” means a weekday (Monday to Friday, inclusive) except 25 December and1 January. So long as the Global Certificate or the Global Security is held on behalf of CDP, therecord date for purposes of determining entitlements to any payment of principal, distributionand any other amounts in respect of the Security shall, unless otherwise specified by the relevantIssuer, be the date falling five business days prior to the relevant payment date (or such otherdate as may be prescribed by CDP).

10. Taxation

(a) Gross up: All payments of principal and Distribution (including any Arrears of Distributionand any Additional Distribution Amount) in respect of the Securities and the Coupons byor on behalf of the relevant Issuer or (in respect of each Tranche of Guaranteed Securities)the Guarantor shall be made free and clear of, and without withholding or deduction for oron account of, any present or future taxes, duties, assessments or governmental charges ofwhatever nature imposed, levied, collected, withheld or assessed by or on behalf ofSingapore or any political subdivision therein or any authority therein or thereof havingpower to tax, unless the withholding or deduction of such taxes, duties, assessments, orgovernmental charges is required by law. In that event, the relevant Issuer or (in respect ofeach Tranche of Guaranteed Securities) the Guarantor shall pay such additional amounts aswill result in receipt by the Securityholders and the Couponholders after such withholdingor deduction of such amounts as would have been received by them had no suchwithholding or deduction been required, except that no such additional amounts shall bepayable in respect of any Security or Coupon:

(i) held by or on behalf of a Holder who is (i) treated as a resident of Singapore or ashaving a permanent establishment in Singapore for tax purposes or (ii) liable to suchtaxes, duties, assessments or governmental charges in respect of such Security orCoupon by reason of its having some connection with the jurisdiction by which suchtaxes, duties, assessments or charges have been imposed, levied, collected, withheldor assessed other than the mere holding of the Security or Coupon; or

(ii) where the relevant Security or Coupon or Certificate is presented or surrendered forpayment more than 30 days after the Relevant Date except to the extent that the Holderof such Security or Coupon would have been entitled to such additional amounts onpresenting or surrendering such Security or Coupon or Certificate for payment on thelast day of such period of 30 days; or

(iii) to, or to a third party on behalf of, a holder who could lawfully avoid (but has not soavoided) such deduction or withholding by complying or procuring that any thirdparty complies with any statutory requirements or by making or procuring that anythird party makes a declaration of non-residence or other similar claim for exemptionto any tax authority in the place where the relevant Security (or the Certificaterepresenting it), or Coupon is presented for payment.

Notwithstanding any other provision of these Conditions, in no event will the relevantIssuer or (in respect of each Tranche of Guaranteed Securities) the Guarantor be requiredto pay any additional amounts in respect of the Securities and Coupons for, or on accountof, any withholding or deduction required pursuant to an agreement described in Section1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of theCode, any regulations or agreements thereunder, or any official interpretations thereof, orany law implementing an intergovernmental approach thereto.

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(b) Taxing jurisdiction: If the relevant Issuer or (in respect of each Tranche of Guaranteed

Securities) the Guarantor becomes subject at any time to any taxing jurisdiction other than

Singapore, references in these Conditions to Singapore shall be construed as references to

Singapore and/or such other jurisdiction.

11. Non-payment

(a) Limited rights to institute proceedings: Notwithstanding any of the provisions below in this

Condition 11, the right to institute Winding-Up proceedings is limited to circumstances

where payment has become due. In the case of any Distribution, such Distribution will not

be due if the relevant Issuer has elected to defer that Distribution in accordance with

Condition 6(c) (Distribution Deferral). In addition, nothing in this Condition 11, including

any restriction on commencing proceedings, shall in any way restrict or limit any rights of

the Trustee or any of its directors, officers, employees or agents to claim from or to

otherwise take any action against the relevant Issuer or (in respect of each Tranche of

Guaranteed Securities) the Guarantor, in respect of any costs, charges, fees, expenses or

liabilities incurred by such party pursuant to or in connection with the Trust Deed or the

Securities.

(b) Proceedings for Winding-Up: Upon (i) an order being made or an effective resolution being

passed for a Winding-Up or (ii) the relevant Issuer or (in respect of each Tranche of

Guaranteed Securities) the Guarantor failing to make payment in respect of the Securities

or (in respect of each Tranche of Guaranteed Securities) the Guarantee of the Securities

within seven days of the due date for payment thereof or failing to make payment in respect

of any distribution or other amounts (other than principal) payable by it under any of the

Securities or (in respect of each Tranche of Guaranteed Securities) the Guarantee of the

Securities within fourteen days of the due date for payment thereof, the relevant Issuer shall

be deemed to be in default under the Trust Deed and the Securities and the Trustee may,

subject to the provisions of Condition 11(d) (Entitlement of Trustee), institute proceedings

for the Winding-Up and/or prove and/or claim in the Winding-Up for the principal amount

of the Securities together with Distribution, Arrears of Distribution and any Additional

Distribution Amount accrued to the day prior to the commencement of the Winding-Up.

(c) Enforcement: Without prejudice to Condition 11(b) (Proceedings for Winding-Up) but

subject to the provisions of Condition 11(d) (Entitlement of Trustee)), the Trustee may

without further notice to the relevant Issuer or (in respect of each Tranche of Guaranteed

Securities) the Guarantor institute such proceedings against the relevant Issuer or (in

respect of each Tranche of Guaranteed Securities) the Guarantor as it may think fit to

enforce any term or condition binding on the relevant Issuer under the Trust Deed or the

Securities (other than any payment obligation of the relevant Issuer or (in respect of each

Tranche of Guaranteed Securities) the Guarantor under or arising from the Securities or the

Trust Deed, including, without limitation, payment of any principal or premium or

satisfaction of any Distributions (including any Arrears of Distribution and any Additional

Distribution Amount) in respect of the Securities, including any damages awarded for

breach of any obligations), provided that in no event shall the relevant Issuer or (in respect

of each Tranche of Guaranteed Securities) the Guarantor, by virtue of the institution of any

such proceedings, be obliged to pay any sum or sums, in cash or otherwise, sooner than the

same would otherwise have been payable by it.

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(d) Entitlement of Trustee: The Trustee at its discretion may and, if so requested in writing by

Holders of at least one quarter of the aggregate principal amount of the Securities then

outstanding or if so directed by an Extraordinary Resolution, shall take any of the actions

referred to in Condition 11(b) (Proceedings for Winding-Up) or Condition 11(c)

(Enforcement) against the relevant Issuer or (in respect of each Tranche of Guaranteed

Securities) the Guarantor to enforce the terms of the Trust Deed or the Securities subject

in any such case to the Trustee having been indemnified and/or secured and/or pre-funded

to its satisfaction.

(e) Right of Holders: No Holder shall be entitled to proceed directly against the relevant Issuer

or (in respect of each Tranche of Guaranteed Securities) the Guarantor or to institute

proceedings for the Winding-Up or to prove or claim in such Winding-Up unless the

Trustee, having become so bound to proceed or being able to prove or claim in such

Winding-Up, fails to do so within a reasonable period and such failure shall be continuing,

in which case the Holder shall have only such rights against the relevant Issuer or (in

respect of each Tranche of Guaranteed Securities) the Guarantor as those which the Trustee

is entitled to exercise as set out in this Condition 11.

(f) Extent of Holders’ remedy: No remedy against the relevant Issuer or (in respect of each

Tranche of Guaranteed Securities) the Guarantor, other than as referred to in this Condition

11, shall be available to the Trustee or the Holders, whether for the recovery of amounts

owing in respect of the Securities under the Trust Deed or in respect of any breach by the

relevant Issuer or (in respect of each Tranche of Guaranteed Securities) the Guarantor of

any of its other obligations under or in respect of the Securities under the Trust Deed.

12. Prescription

Claims for principal in respect of Bearer Securities shall become void unless the relevant Bearer

Securities are presented for payment within ten years of the appropriate Relevant Date. Claims

for distribution in respect of Bearer Securities shall become void unless the relevant Coupons are

presented for payment within five years of the appropriate Relevant Date. Claims for principal

and interest on redemption in respect of Registered Securities shall become void unless the

relevant Certificates are surrendered for payment within ten years of the appropriate Relevant

Date.

13. Replacement of Securities and Coupons

If any Security, Certificate or Coupon is lost, stolen, mutilated, defaced or destroyed, it may be

replaced at the Specified Office of the Principal Paying Agent, in the case of Bearer Securities,

or the Registrar, in the case of Registered Securities (and, if the Securities are then admitted to

listing, trading and/or quotation by any competent authority, stock exchange and/or quotation

system which requires the appointment of a Paying Agent or Transfer Agent in any particular

place, the Paying Agent or Transfer Agent having its Specified Office in the place required by

such competent authority, stock exchange and/or quotation system), subject to all applicable laws

and competent authority, stock exchange and/or quotation system requirements, upon payment by

the claimant of the expenses incurred in connection with such replacement and on such terms as

to evidence, security, indemnity and otherwise as the relevant Issuer may reasonably require.

Mutilated or defaced Securities, Certificates or Coupons must be surrendered before

replacements will be issued.

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14. Trustee and Agents

Under the Trust Deed, the Trustee is entitled to be indemnified, pre-funded and/or provided with

security and relieved from responsibility in certain circumstances and to be paid its costs and

expenses in priority to the claims of the Securityholders. In addition, the Trustee is entitled to

enter into business transactions with the Company and any entity relating to the Company

without accounting for any profit.

In the exercise of its powers and discretions under these Conditions and the Trust Deed, the

Trustee will have regard to the interests of the Securityholders as a class and will not be

responsible for any consequence for individual Holders of Securities as a result of such Holders

being connected in any way with a particular territory or taxing jurisdiction. In acting under the

Agency Agreement and in connection with the Securities and the Coupons, the Agents act solely

as agents of the relevant Issuer and (to the extent provided therein) the Trustee and do not assume

any obligations towards or relationship of agency or trust for or with any of the Securityholders

or Couponholders.

The initial Agents and their initial Specified Offices are listed below. The initial Calculation

Agent (if any) is specified in the relevant Pricing Supplement. The relevant Issuer reserve the

right (with the prior approval of the Trustee) at any time to vary or terminate the appointment

of any Agent and to appoint a successor fiscal agent or registrar or Calculation Agent and

additional or successor paying agents; provided, however, that:

(a) the relevant Issuer shall at all times maintain a principal paying agent and a registrar; and

(b) if a Calculation Agent is specified in the relevant Pricing Supplement, the relevant Issuer

shall at all times maintain a Calculation Agent; and

(c) if and for so long as the Securities are admitted to listing, trading and/or quotation by any

competent authority, stock exchange and/or quotation system which requires the

appointment of a Paying Agent and/or a Transfer Agent in any particular place, the relevant

Issuer shall maintain a Paying Agent and/or a Transfer Agent having its Specified Office in

the place required by such competent authority, stock exchange and/or quotation system.

Notice of any change in any of the Agents or in their Specified Offices shall be given to the

Securityholders by the relevant Issuer in accordance with the Trust Deed.

15. Meetings of Securityholders; Modification and Waiver

(a) Meetings of Securityholders: The Trust Deed contains provisions for convening meetings of

Securityholders to consider matters relating to the Securities, including the modification of

any provision of these Conditions. Any such modification may be made if sanctioned by an

Extraordinary Resolution. Such a meeting may be convened by the relevant Issuer or (in

respect of each Tranche of Guaranteed Securities) the Guarantor or by the Trustee and shall

be convened by the Trustee (subject to it being first indemnified, pre-funded and/or

provided with security to its satisfaction) upon the request in writing of Securityholders

holding not less than one-tenth of the aggregate principal amount of the outstanding

Securities. The quorum at any meeting convened to vote on an Extraordinary Resolution

will be two or more Persons holding or representing one more than half of the aggregate

principal amount of the outstanding Securities or, at any adjourned meeting, two or more

Persons being or representing Securityholders whatever the principal amount of the

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Securities held or represented; provided, however, that Reserved Matters may only be

sanctioned by an Extraordinary Resolution passed at a meeting of Securityholders at which

two or more Persons holding or representing not less than three-quarters or, at any

adjourned meeting, one quarter of the aggregate principal amount of the outstandingSecurities form a quorum. Any Extraordinary Resolution duly passed at any such meetingshall be binding on all the Securityholders and Couponholders, whether present or not.

(b) Written Resolutions and Electronic Consent:

(i) The Trust Deed provides that:

(A) a written resolution signed by or on behalf of the Holders of not less thanthree-quarters of the aggregate principal amount of a Series of Securities thenoutstanding who for the time being are entitled to receive notice of a meeting(such a resolution in writing (a “Written Resolution”) may be contained in onedocument or several documents in the same form, each signed by or on behalf ofone or more Securityholders); or

(B) where the Securities are held by or on behalf of a clearing system or clearingsystems, approval of a resolution proposed by the relevant Issuer or (in respectof each Tranche of Guaranteed Securities) the Guarantor given by way ofelectronic consents communicated through the electronic communicationssystems of the relevant clearing system(s) in accordance with their operatingrules and procedures by or on behalf of the Holders of not less thanthree-quarters of the aggregate principal amount of a Series of Securities thenoutstanding (an “Electronic Consent”), shall, in each case for all purposes, beas valid and effective as an Extraordinary Resolution passed at a meeting ofSecurityholders duly convened and held.

Electronic Consents are not capable of being communicated by Holders through anyelectronic communications system of CDP. Accordingly, where Securities arerepresented by a Global Certificate and such Global Certificate is held by CDP,Electronic Consents will not be possible.

(ii) A Written Resolution and/or Electronic Consent will be binding on all Securityholderswhether or not they participated in such Written Resolution and/or Electronic Consent,as the case may be.

(c) Modification and waiver: The Trustee may, without the consent of the Securityholders,agree to any modification of these Conditions or the Trust Deed (other than in respect ofa Reserved Matter) which is, in the opinion of the Trustee, proper to make if, in the opinionof the Trustee, such modification will not be materially prejudicial to the interests ofSecurityholders and to any modification of the Securities or the Trust Deed which is of aformal, minor or technical nature or is to correct a manifest error.

In addition, the Trustee may, without the consent of the Securityholders, authorise or waiveany proposed breach or breach of the Securities or the Trust Deed (other than a proposedbreach or breach relating to the subject of a Reserved Matter) if, in the opinion of theTrustee, the interests of the Securityholders will not be materially prejudiced thereby.

Unless the Trustee agrees otherwise, any such authorisation, waiver or modification shallbe notified to the Securityholders as soon as practicable thereafter.

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(d) Direction from Securityholders: Notwithstanding anything to the contrary in theseConditions or the Trust Deed, whenever the Trustee is required or entitled by the terms ofthese Conditions or the Trust Deed to exercise any discretion or power, take any action,make any decision or give any direction or certification, the Trustee is entitled, prior toexercising any such discretion or power, taking any such action, making any such decision,or giving any such direction or certification, to seek directions from the Securityholders byway of an Extraordinary Resolution and shall have been indemnified, pre-funded and/orprovided with security to its satisfaction against all action, proceedings, claims anddemands to which it may be or become liable and all costs, charges, damages, expenses(including legal expenses) and liabilities which may be incurred by it in connectiontherewith, and the Trustee is not responsible for any loss or liability incurred by any personas a result of any delay in it exercising such discretion or power, taking such action, makingsuch decision, or giving such direction or certification where the Trustee is seeking suchdirections.

(e) Certificates and reports: The Trustee may rely without liability to any Securityholder,Couponholder or to other person on a report, advice, opinion, confirmation or certificatefrom any lawyers, valuers, accountants (including the auditors, surveyors), financialadvisers, financial institution or any other expert, whether or not addressed to it andwhether their liability in relation thereto is limited (by its terms or by any engagement letterrelating thereto or in any other manner) by reference to a monetary cap, methodology orotherwise. The Trustee may accept and shall be entitled to rely on any such report,confirmation or certificate or advice and such report, confirmation, certificate, opinion oradvice shall be binding on the relevant Issuer, (in respect of each Tranche of GuaranteedSecurities) the Guarantor, the Trustee and the Securityholders and the Couponholders.

16. Substitution or Variation

If Special Event Substitution or Variation is specified in the relevant Pricing Supplement asbeing applicable and a Special Event has occurred and is continuing, then the relevant Issuermay, subject to Condition 6 (Distribution) (without any requirement for the consent or approvalof the Holders) and subject to its having satisfied the Trustee immediately prior to the giving ofany notice referred to herein that the provisions of this Condition 16 have been complied with,and having given not less than 30 nor more than 60 days’ notice to the Trustee, the PrincipalPaying Agent and, in accordance with Condition 18 (Notices), the Holders (which notice shallbe irrevocable), at any time either (i) substitute all, but not some only, of the Securities for, or(ii) vary the terms of the Securities with the effect that they remain or become (as the case maybe), Qualifying Securities, and the Trustee shall (subject to the following provisions of thisCondition 16 and subject to the receipt by it of the certificate of the directors of the relevantIssuer referred to herein, on which it may rely absolutely) agree to such substitution or variation.

Upon expiry of such notice, the relevant Issuer shall either vary the terms of or, as the case maybe, substitute the Securities in accordance with this Condition 16, as the case may be.

In connection therewith, any outstanding Arrears of Distribution (including any AdditionalDistribution Amount) will be satisfied in full in accordance with the provisions of Condition 6(c)(Distribution Deferral).

In connection with any substitution or variation in accordance with this Condition 16, therelevant Issuer shall comply with the rules of any stock exchange on which the Securities are forthe time being listed or admitted to trading.

Any such substitution or variation in accordance with the foregoing provisions shall not bepermitted if any such substitution or variation would give rise to a Special Event with respectto the Securities or the Qualifying Securities.

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17. Further Issues

The relevant Issuer may from time to time, without the consent of the Securityholders and inaccordance with the Trust Deed, create and issue further Securities having the same terms andconditions as the Securities in all respects (or in all respects except for the first payment ofdistribution) so as to form a single series with the Securities. The relevant Issuer may from timeto time create and issue other series of Securities having the benefit of the Trust Deed.

18. Notices

(a) Bearer Securities: Notices to the Holders of Bearer Securities shall be valid if published ina leading English language daily newspaper of general circulation in Singapore (which isexpected to be the The Business Times), or if such publication is not practicable, in aleading English language daily newspaper having general circulation in Asia (which isexpected to be the The Wall Street Journal, Asian Edition), provided that, for so long as theBearer Securities are listed and admitted to trading on the Official List of the SGX-ST,notices to the Holders of Bearer Securities shall also be valid if published by way of anannouncement through the internet-based submission system operated by the SGX-ST. Anysuch notice shall be deemed to have been given on the date of first publication (or ifpublished in more than one newspaper, on the first date on which publication shall havebeen made in all the required newspapers). Couponholders shall be deemed for all purposesto have notice of the contents of any notice given to the Holders of Bearer Securities.

(b) Registered Securities: Notices to the Holders of Securities shall be sent to them by firstclass mail (or its equivalent) or (if posted to an overseas address) by airmail at theirrespective addresses on the Register, provided that, for so long as the Registered Securitiesare listed and admitted to trading on the Official List of the SGX-ST, notices to the Holdersof Bearer Securities shall be valid if published by way of an announcement through theinternet-based submission system operated by the SGX-ST. Any such notice shall bedeemed to have been given on the fourth day (being a day other than a Saturday or aSunday) after the date of mailing.

So long as the Securities are represented by a Global Security or a Global Certificate and suchGlobal Security or Global Certificate is held (i) on behalf of Euroclear or Clearstream, or anyother clearing system (except as provided in (ii) below), notices to the holders of Securities ofthat Series may be given by delivery of the relevant notice to that clearing system forcommunication by it to entitled accountholders in substitution for publication as required bythese Conditions or by delivery of the relevant notice to the holder of the Global Security orGlobal Certificate; (ii) by CDP, notices to the holders of Securities of that Series may be givenby delivery of the relevant notice to the persons shown in the list of Securityholders provided byCDP or may be given by way of publication in a leading English language daily newspaper ofgeneral circulation in Singapore (which is expected to be The Business Times) or by way of anannouncement through the internet-based submission system operated by the SGX-ST. Any suchnotice will be deemed to have been given at 5:00 pm on the day the relevant clearing systemreceives such notice or two business days after despatch or on the date of first publication.

19. Currency Indemnity

If any sum due from the relevant Issuer in respect of the Securities or the Coupons or any orderor judgment given or made in relation thereto has to be converted from the currency (the “firstcurrency”) in which the same is payable under these Conditions or such order or judgment intoanother currency (the “second currency”) for the purpose of (a) making or filing a claim or proofagainst the relevant Issuer, (b) obtaining an order or judgment in any court or other tribunal or(c) enforcing any order or judgment given or made in relation to the Securities, the relevantIssuer shall indemnify each Securityholder, on the written demand of such Securityholderaddressed to the relevant Issuer and delivered to the relevant Issuer or to the Specified Office

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of the Principal Paying Agent, against any loss suffered as a result of any discrepancy between(i) the rate of exchange used for such purpose to convert the sum in question from the firstcurrency into the second currency and (ii) the rate or rates of exchange at which suchSecurityholder may in the ordinary course of business purchase the first currency with the secondcurrency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order,judgment, claim or proof.

This indemnity constitutes a separate and independent obligation of the relevant Issuer and shallgive rise to a separate and independent cause of action.

20. Rounding

For the purposes of any calculations referred to in these Conditions (unless otherwise specifiedin these Conditions or the relevant Pricing Supplement), (a) all percentages resulting from suchcalculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentagepoint (with 0.000005 per cent. being rounded up to 0.00001 per cent.), (b) all United States dollaramounts used in or resulting from such calculations will be rounded to the nearest cent (with onehalf cent being rounded up), (c) all Japanese Yen amounts used in or resulting from suchcalculations will be rounded downwards to the next lower whole Japanese Yen amount, and (d)all amounts denominated in any other currency used in or resulting from such calculations willbe rounded to the nearest two decimal places in such currency, with 0.005 being roundedupwards.

21. Governing Law and Jurisdiction

(a) Governing law: The Trust Deed, the Agency Agreement, the Securities and the Coupons andany non-contractual obligations arising out of or in connection with the Trust Deed, theAgency Agreement, the Securities and the Coupons are governed by, and construed inaccordance with:

(i) if the Securities are specified to be governed by English law in the applicable PricingSupplement, English law, provided that the subordination provisions set out inCondition 4 (Status and Guarantee of the Securities) are governed by Singapore law;or

(ii) if the Securities are specified to be governed by Singapore law in the applicablePricing Supplement, Singapore law.

(b) Jurisdiction:

(i) Subject to Condition 21(b)(iii) below:

(A) if the Securities are specified to be governed by English law in the applicablePricing Supplement, the English courts; or

(B) if the Securities are specified to be governed by Singapore law in the applicablePricing Supplement, the courts of Singapore,

(the “Relevant Courts”) have exclusive jurisdiction to settle any dispute arising outof or in connection with the Trust Deed, the Securities and/or the Coupons includingany dispute as to their existence, validity, interpretation, performance, breach ortermination or the consequences of their nullity and any dispute relating to anynon-contractual obligations arising out of or in connection with the Trust Deed, the

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Securities and/or the Coupons (a “Dispute”) and accordingly each of the relevant

Issuer, (in respect of each Tranche of Guaranteed Securities) the Guarantor and the

Trustee and any Securityholders or Couponholders in relation to any Dispute submits

to the exclusive jurisdiction of the Relevant Courts.

(ii) For the purposes of this Condition 21(b), the relevant Issuer and (in respect of each Tranche

of Guaranteed Securities) waives any objection to the Relevant Courts on the grounds that

they are an inconvenient or inappropriate forum to settle any Dispute.

(iii) To the extent allowed by law, the Trustee and the Securityholders and the Couponholders

may, in respect of any Dispute or Disputes, take (1) proceedings in any other court with

jurisdiction; and (2) concurrent proceedings in any number of jurisdictions.

(c) Service of process:

(i) The relevant Issuer and (in respect of each Tranche of Guaranteed Securities) the Guarantor

agrees that the documents which start any Dispute under English law (an “English LawDispute”) and any other documents required to be served in relation to such English Law

Dispute may be served on it by being delivered to Robert Bird & Partners Limited at Level

1, 47-51 Great Suffolk Street, Southwark, London SE1 0BS, or to such other person with

an address in England or Wales and/or such other address in England or Wales as the

Company or the relevant Issuer (as the case may be) may specify by notice in writing to the

Dealers. Nothing herein shall affect the right to serve process in any other manner permitted

by law. This Clause 21(c)(i) applies to English Law Disputes in England and to English Law

Disputes elsewhere.

(ii) The relevant Issuer and (in respect of each Tranche of Guaranteed Securities) the Guarantor

has in the Trust Deed and the Agency Agreement submitted to the jurisdiction of the English

courts.

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USE OF PROCEEDS

Unless otherwise specified in the applicable Pricing Supplement, the net proceeds from the issue of

each Tranche of Instruments will be used by the relevant Issuer to refinance existing debts and/or to

finance potential acquisition opportunities and/or for the general corporate and working capital

purposes of the Group.

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CAPITALISATION AND INDEBTEDNESS OF THE GROUP

The table below sets forth the consolidated capitalisation and indebtedness of the Group as at 31

December 2017. This table should be read in conjunction with the consolidated financial statements

and related notes appearing elsewhere in this Offering Circular.

As at 31 December 2017

(S$’000)

Audited

Borrowings

Current loans and borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 397,778

Non-current loans and borrowings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69,621

Total borrowings5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 467,399

Equity

Share capital... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 634,813

Reserves. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (55,655)

Equity attributable to owner of the Company . . . . . . . . . . . . . . . . . . . . . . . . . 579,158

Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (154)

Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 579,004

Total capitalisation and indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,046,403

There has been no significant change to the total capitalisation and indebtedness of the Group since

31 December 2017.

5 Not including (i) a further S$7 million borrowed by AETOS in May 2018 and (ii) a further A$33.6 million borrowed bySurbana Jurong Holdings (Canada) Ltd. in August 2018.

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THE COMPANY AND THE GROUP

Overview

The Group is a one-stop, end-to-end service provider, offering integrated consultancy solutions acrossthe entire value chain of the urbanisation, industrialisation and infrastructure domains through the fullsuite of services offered by its Urban Development, Infrastructure Development and ManagementServices divisions (see “— Business Divisions” below). It performs a broad range of services acrossits three business divisions and its team of experts deliver solutions that cover the entire project lifecycle, from planning, engineering and design through to delivery and management, anddecommissioning and closure. As at the Latest Practicable Date, the Group is one of the largestAsia-based urban, industrial and infrastructure global consulting firms. With a track record of over70 years building homes, designing cities and improving infrastructure, the Group is focused ondelivering sustainable solutions and improving lives for communities around the world.

The Company is the building and engineering specialist services unit of an integrated platform forsustainable urban development, formed by JTC Corporation (“JTC”) and Temasek Holdings (Private)Limited (“Temasek”) in June 2015 when JTC and Temasek merged four of their operatingsubsidiaries, Ascendas Pte Ltd (“Ascendas”), Singbridge Group Pte Ltd (“Singbridge”), JURONGInternational Holdings Pte Ltd (“JIH”) and Surbana International Consultants Holdings Pte. Ltd.(“Surbana”). In June 2016, the Company became a wholly-owned subsidiary of Temasek, a globalinvestment company headquartered in Singapore. Temasek is wholly-owned by the Singapore Ministerfor Finance, a body corporate under the Singapore Minister for Finance (Incorporation) Act (Chapter183).

Having its roots in the Housing and Development Board (“HDB”) and JTC, the Group has played acritical role in supporting Singapore’s development over the past 50 years in the country’s journeyfrom third world to first, including developing master plans for 26 townships, designing over onemillion public housing homes in Singapore, increasing Singapore’s land mass by 16 per cent. throughcoastal reclamation, developing Changi Airport’s first terminals and developing Singapore’s earlyports such as Pasir Panjang Terminal and Jurong Port. The Group continues to contribute to thedevelopment of Singapore, and was part of the consortium that was appointed to provide engineeringconsultancy services for the development of Changi Airport’s Terminal 5. The success of Singapore’surban planning, public housing, coastal reclamation and industrialisation is testament to the Group’swork. The Group also has a strong track record of winning mandates to develop iconic projects suchas Changi Airport’s Terminal 5, Jurong Rock Caverns (South East Asia’s first underground oil storagefacility), New Clark City in the Philippines and Pune Metropolitan Region in the state of Maharashtra,India.

The deep capabilities that the Group has built through its strong involvement in Singapore’sdevelopment has been enhanced and complemented through acquisitions and partnerships over theyears, further extending its competencies and reach. The Group provides a broad range of servicesacross its three business divisions of Urban Development, Infrastructure Development andManagement Services, comprising:

• architecture and landscaping;

• concept and feasibility studies;

• contract advisory;

• defence;

• development management services;

• engineering and specialist services;

148

• facilities management and asset enhancement;

• project management;

• quantity surveying and cost management;

• security and safety solutions;

• construction engineering;

• smart city solutions;

• sustainability and environmental consultancy; and

• master planning.

The Group’s multi-disciplinary team of architects, designers, planners, engineers and other specialistsprovide one-stop consultancy solutions across the entire urban, industrial and infrastructuredevelopment value chain. The Group has a global workforce of approximately 14,000 employees inover 40 countries across Asia, Australia, Africa, the Middle East, the United Kingdom (“UK”) and theAmericas.

The various services offered by the Group cover each stage of the end-to-end process in a project,enabling it to comprehensively meet its clients’ needs, as shown in the diagram below.

The Group has grown significantly in recent years both organically as well as through strategicacquisitions and partnerships. Its revenue has increased from S$269 million in the nine months ended31 December 2015 to S$1,372 million in the financial year ended 31 December 2017.

Corporate History and Strategic Acquisitions

The Group’s heritage can be traced back to Singapore’s early township and industrialisation effortsthrough HDB and JTC over 50 years ago.

In the 1960s, Surbana started as the Building and Development Division of HDB, which wasestablished to solve Singapore’s housing crisis and provide affordable and quality housing for thegrowing population.

In the same period, JIH started as the Technical Services Group in JTC, Singapore’s lead governmentagency for developing and managing industrial estates and their related facilities, and oversaw therapid development of Jurong Industrial Estate, Singapore’s pioneer industrial park developed in the1960s through to the 1990s.

149

In November 1994, JTC’s Technical Services Group established a headquarters office in Suzhou,China.

In 2001, JTC’s Technical Services Group was incorporated as a private limited company, JIH, ownedby the Singapore government, serving as Singapore’s leading international consultancy serviceprovider offering master planning and engineering expertise, with a special focus on industrialdevelopments.

In December 2001, HDB’s Building and Development Division opened its first China office inShanghai, China.

In January 2002, JIH established a headquarters office in Bangalore, India.

In May 2003, HDB’s Building and Development Division was incorporated as HDB Corporation PteLtd (“HDBCorp”), in a bid to export Singapore’s decades of urbanisation expertise and experience toother countries.

In November 2004, HDBCorp was acquired by Temasek and subsequently rebranded as Surbana in2005.

In April 2011, CapitaLand Limited, one of the largest real estate developers in Singapore, acquired a40 per cent. stake in Surbana, with the remaining stake being held by Temasek.

In April 2014, Surbana Consultants Pte. Ltd., a wholly owned subsidiary of Surbana, set up its firstbranch office in Yangon, Myanmar.

In June 2015, the Company was formed from the merger between Surbana and JIH as part of afour-way merger between four operating subsidiaries of Temasek and JTC. In the same month, theCompany acquired KTP Consultants Pte Ltd (“KTP”) in Singapore and invested in Sino-SunArchitects & Engineers Co. Ltd (“Sino-Sun”) in China. KTP is a leading multi-disciplinaryengineering firm based in Singapore with more than 40 years’ track record in engineering and projectmanagement, while Sino-Sun is an award-winning multi-disciplinary local design institute based inChina which specialises in architectural, planning, landscape and interior design. The acquisitionsenhanced the Group’s urban development capabilities in Singapore and the region, and extended itsmarket reach in China from nine to 16 cities.

In November 2015, the Company acquired an 8.5 per cent. stake in HELIX RE Inc. (formerly knownas FLUX Factory, Inc.) (“HELIX RE”), a Google X spin-off which applies collaborative cloud-basedsoftware tools leveraging on HELIX RE’s big data analytics solutions to building design, urbansolutions and master planning, allowing the Company to strengthen its services and improve itsproductivity and efficiency.

In June 2016, the Company became a wholly-owned subsidiary of Temasek.

In August 2016, the Company acquired Australia-based SMEC Holdings Limited, now known asSMEC Holdings Pty Ltd (“SMEC”), a professional services company headquartered in Australia thatprovides high-quality consultancy services on major physical and social infrastructure projects whoseorigins date back to the iconic Snowy Mountain Hydroelectric Scheme in 1949. The Companyacquired SMEC for its complementary engineering strengths, expertise, talent pool and track recordof executing both Australian and international projects. The acquisition of SMEC extended theGroup’s reach into the global infrastructure market and into more geographies, and contributed totransforming the Group into one of the largest Asia-based consultancies in the world.

During the acquisition process, SMEC’s management advised that an investigation was ongoing intoallegations of misconduct dating back to 2000. Following rigorous due diligence, which included anindependent third-party assessment, the Company completed the acquisition. For further information,

150

see “— Legal and Regulatory Compliance” below, “Risk Factors — Risks Relating to the Group —

Risks relating to the Group’s business generally — The Group may be involved in legal, regulatory

and other proceedings arising from its operations from time to time” and “Risk Factors — Risks

Relating to the Group — Risks relating to the Group’s business generally — The Group could be

adversely affected by violations of anti-bribery laws or other regulations applicable in the countries

or territories where it conducts its business”.

In October 2016, the Company acquired AETOS Holdings Pte Ltd (“AETOS”), a leading safety and

security solutions provider in Singapore which provides services for businesses as well as government

agencies, including infrastructure protection, training and consultancy, event and asset security

management, and a host of other security and technology solutions. The acquisition expanded the

Group’s overall offering to include safety and security capabilities and advisory services, allowing the

Group to provide holistic solutions to clients who wish to integrate safety and security considerations

into their physical development plans.

In December 2016, the Company acquired a 20 per cent. stake in China’s CITICC (Africa) Holding

Limited (“CITICC”), an investment platform established between Chinese construction and

engineering firm CITIC Construction and International Finance Corporation, a member of the World

Bank Group. This enabled the Company to partner with local housing developers to build affordable

homes in Sub-Saharan Africa and significantly increasing its market access in Africa.

In March 2017, the Company announced that it had entered into a joint venture with China Highway

Engineering Consulting Corporation (“China Highway”) to provide design and consultancy services

for highway and municipal projects, allowing the Company to leverage China Highway’s expertise in

transportation infrastructure to pursue highway and infrastructure related projects globally and in

China’s Belt and Road initiative.

In December 2017, the Company acquired Robert Bird Group (“RBG”), a specialist consulting

engineering firm headquartered in Australia which offers consulting engineering services across five

disciplines within the built environment — structural engineering, civil engineering, construction

engineering, geotechnical engineering and digital engineering (including building information

modelling management, 4D visualisation and digital design). The acquisition strengthened the Group’s

urban development capabilities in delivering structural, civil and construction services on iconic

complex projects, and extended the Group’s market reach into UK and the Middle East.

151

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152

STRENGTHS

One-stop, end-to-end consultancy in the urban, industrial and infrastructure value chain

Through its historic organic growth in Singapore and strategic global acquisitions, the Group hasbecome a one-stop, end-to-end service provider, offering integrated consultancy solutions across theentire value chain of the urbanisation, industrialisation and infrastructure domains through the fullsuite of services offered by its Urban Development, Infrastructure Development and ManagementServices divisions. It performs a broad range of services across its three business divisions and itsmulti-disciplinary team of experts deliver solutions that cover the entire project life cycle, fromplanning, engineering and design through to delivery and management, and decommissioning andclosure. In addition, the Group’s businesses cover diverse industries such as aviation, transport,logistics, healthcare, housing and energy. The Group therefore benefits from broad diversificationacross both its service offerings and industry presence, while also achieving a balance between thetypes of projects it can undertake (across infrastructure and urban development projects).

Further, the strategic acquisitions made by the Group, including the in-house capabilities it hasacquired as a result, provide it with a competitive advantage in its ability to offer its services at everystage of the value chain for any given project. For example, the acquisition of SMEC in 2016 allowsthe Group to tap on SMEC’s experience in major infrastructure projects in the urban transport, energyand water sectors and offer unique services at each stage of the value chain to its clients, and theacquisition of AETOS allows the Group to offer comprehensive security services.

In addition to being able to offer an end-to-end solution to cater to its client’s needs and requirementsin relation to any given project, and thus providing the convenience, efficiency and synergy of acomprehensive, integrated consultancy service, the Group is also able to participate in various partsof a project cycle. For example, in April 2018, the Group, as part of a consortium, was awarded acontract to provide engineering consultancy services for all aspects of the engineering works for thekey structures of Changi Airport’s Terminal 5, including the main terminal building, satellite terminalbuilding and ground transportation centre, and a separate master civil engineering contract for thedesign of infrastructure at the landside and airside areas outside the Terminal 5 buildings, includingtaxiways, aircraft parking stands, roadways and drainage systems and utilities connections. TheGroup’s ability to provide a broad range of advisory services across the entire value chaindifferentiates it from peers, who focus on specific areas, helps to ensure that it is not overly relianton any single customer, geography or industry and also gives it the flexibility to reallocate resourcesand apply existing expertise to alternative industry segments.

Through its diversification across services and geographies, and ability to access a project at any givenpoint of the value chain, the Group believes that it is well-positioned to withstand decreased demandfor any particular service that it offers. For more information on the range of services offered by theGroup, see “— Key Business Services” below.

Unique heritage and capabilities, sound track record

The Group’s roots in supporting nation-building for Singapore and track record of over 50 years ofdelivering successful projects have enabled it to build a unique business model that it believes wouldnot be easily replicated by competitors. While the Group faces competition in some of the serviceswhich it provides, the Group believes that few competitors can offer the whole array of services thatit offers, and that it is well positioned to compete with such competitors due to its reputation,long-standing client relationships and technical expertise. The Group contributed significantly intransforming Singapore from a colonial outpost to a modern cosmopolitan city by designing more thanone million public housing homes and developing first-class industrial parks where many largemultinational companies are currently based.

The Group’s achievements and strong reputation in urban planning, infrastructure and townships makeit a highly sought-after partner by governments and municipal authorities globally. For example, it has

153

been consulted by the city of Townsville, Australia, to develop Townsville into a vibrant andconnected city. The Group has developed strong and long-term relationships with many governmententities and large corporations worldwide, enabling it to attract a wide range of strategic partnersincluding Arcplus Group, Credit Guarantee & Investment Facility, Microsoft, Ping An Trust and SafdieArchitects. The Group has also made notable contributions to Singapore’s infrastructure, including inthe development of Changi Airport’s first terminals and Singapore’s early ports such as Pasir PanjangTerminal and Jurong Port, as well as Jurong Island and the upcoming Tuas Terminal Finger 1 and 2.

The Group has successfully delivered some of the most complex engineering projects in the world,including the Snowy Mountains Hydroelectric Scheme in Australia, which was named as one of theseven engineering wonders of the modern world by the American Society of Civil Engineers in 1967,and Jurong Rock Caverns in Singapore, Southeast Asia’s first underground rock cavern for oil storage.

Extensive global reach with deep local presence

The Group combines its global reach with intimate knowledge of the localities in which it operates.It has more than 120 offices in over 40 countries across Asia, Australia, Africa, the Middle East, theUK and the Americas, allowing it to easily undertake projects all over the world such as U2 onWaymouth in Australia, The Botanica in China and ICD Brookfield in the United Arab Emirates. Itachieves this global reach by strategically acquiring or partnering with established companies and byactively recruiting talents (such as architects, designers, planners, engineers and other specialists)from various countries equipped with the required technical skills and market knowledge. The Groupbelieves that it is therefore able to capitalise on the collective expertise, experience and resources ofits global workforce and combine these with its deep local market knowledge and relationships to offerits services in any given location. For example, the acquisition of SMEC allowed the Group to expandinto Australia, while the acquisitions of CITICC, Sino-Sun and RBG allowed the Group to expand itsmarket presence in Africa, China and the UK respectively. As a result, the Group believes that thesynergies created by these acquisitions allow the Group to offer a truly one stop, end-to-end solutionto its clients and provides the Group with a distinct value proposition when engaging with localcontractors in the design and engineering of projects.

The Group’s strong track record in Singapore and its large pool of in-house expertise have enabled itto increase the breadth and depth of its technical capabilities. The Group’s extensive reach acrossindustries and markets allows it to better manage business cycles and mitigate business andoperational risks through a broad client base and multiple revenue streams.

Exportable sustainable solutions that can meet global demand

The Group delivers holistic urbanisation, infrastructure and engineering solutions that support thesustainable social and economic growth of its clients. In designing cities, townships, buildings andinfrastructure, the Group believes that what it builds must be sustainable socially, economically andenvironmentally, and be relevant for both present and future generations.

To meet increasing demand for sustainable designs globally, the Group offers a full suite ofsustainability and environmental consultancy services that include water, waste and energymanagement, environmental impact analysis, design optimisation consultation, green ratingscertification, and smart city solutions. From planning to design, implementation and management ofsustainability solutions, the Group works collaboratively with clients to achieve sustainable andcost-effective outcomes for all projects, and provides innovative and viable solutions to address itsclients’ varied concerns. For example, the Group pioneered the use of the technology to reduce sandusage in land reclamation in Singapore, which is of particular importance in sand scarce Singapore,and conceptualised the vertical fish farm concept which would boost food security in resource scarceSingapore. It has also set up a joint corporate laboratory with Nanyang Technological University todevelop next generation sustainable solutions to tackle complex industrial and urban challenges.

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The Group has successfully exported its expertise to various parts of the world over the years. It has,

among other achievements, completed master planning for projects in over 30 countries including

China, India, Saudi Arabia and Vietnam and planned over 100 industrial parks worldwide. The Group

has also been involved in notable international projects such as the award-winning Bab Al Qasr Hotel

in the United Arab Emirates and the Snowy Mountains Hydroelectric Scheme in Australia. It is

currently participating in the development of New Clark City, Philippines and an oil terminal project

with Ethiopian Petroleum Supply Enterprise in Ethiopia. It has also formed a consortium of

Singapore-based companies with Changi Airport Planners and Engineers Pte Ltd to export its expertise

in overseas airport development projects.

The Group believes that demand for its services will continue to grow as global economies develop

and growing populations require governments to employ more efficient and sustainable use of limited

resources.

Focus on strong technical ability supported by experienced senior management team

The Group believes that one of its key strengths is the technical strength of its architectural and

engineering professionals, who place significant importance on innovation, problem-solving and the

value of research and development when engaged on any particular mandate. The Group believes that

this has resulted in the Group having developed a market-leading reputation for technical excellence,

as demonstrated by the extensive accolades achieved by the Group. For example, the Group was

responsible for developing the master plan for Kigali City, the capital of Rwanda, which won the Best

Overseas Planning Project Award 2010 and the Best Planning Project 2013 in the Singapore Institute

of Planners Awards for its innovative and sustainable master plan. For more information, see

“— Awards”, below. The Group’s strong technical expertise has also enabled it to develop innovative

solutions such as the AUDIANCE adaptive audit compliance application and, in partnership with AL

Singapore and Singapore Management University, a predictive lift maintenance system which is used

in town councils across Singapore.

The Group has a strong and experienced senior management team with decades of experience in

various industries and fields across both the private and public sector. The leadership team is also

experienced in managing businesses across geographies and in driving transformations. By providing

clear and focused business strategies, the leadership team is able to rally the Group’s global workforce

to continue to deepen the Group’s competencies and strengthen its competitiveness. For more

information on the Group’s senior management, see “— Directors and Management” below.

Financial strength

The Group believes that its strong financial position gives it the ability to bid competitively for

contract tenders in Singapore and internationally, allowing it to consistently secure mandates on and

participate in major high value projects. In particular, the Group’s revenue has grown from S$269

million for the nine months ended 31 December 2015 to S$1,372 million for the financial year ended

31 December 2017 primarily as a result of its recent organic and inorganic growth. The Group believes

that it enjoys strong support from its relationship banks, and is therefore readily able to raise capital

and access liquidity when needed. The Group also believes that its robust operating track record places

it in good standing with lenders, making it a financially reliable partner. This enhances its negotiating

powers and positively supports its efforts in securing strategic alliances and partnerships, and in

putting up joint tenders for contracts.

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STRATEGIES

The Group’s principal growth strategies are described below.

Deepening core capabilities and extending market reach

The Group’s business and growth strategy consists of deepening its core capabilities in urban,

industrial and infrastructure consultancy, extending its market reach through organic and inorganic

growth and leveraging its partner companies’ strengths to tap into key growth areas such as healthcare,

aviation and transit oriented development. In particular, the Group seeks to acquire and partner with

local and overseas companies which complement and improve its technical skills and expertise as well

as allow it access to overseas markets. For example, its partnership with Myanmar Offshore Supply

Base has allowed it to enter the oil and gas industry in Myanmar, and its partnership with China Vanke

has allowed it to jointly develop industrial new towns in China’s midwest regions. The Group may

form partnerships through joint ventures, equity injections or investments in convertible debt

instruments or equity-linked instruments. Through such acquisitions and partnerships, the Group has

a strong platform to extend the global reach of its urban development, infrastructure development and

management services businesses in new markets where it does not have a significant presence.

Expanding its range of services

The Group offers its clients an integrated and full suite of services globally and aims to position itself

as a consultancy powerhouse which is able to deliver one stop, end-to-end urbanisation, infrastructure

and management services solutions to support sustainable social and economic growth for its clients.

As part of this, the Group will continue with its strategy of extending its capabilities and pursuing

selected acquisitions and partnerships with entities which would expand the range of services it offers.

In that regard, the Group has incorporated Surbana Jurong Capital (Holdings) Pte. Ltd. (“SurbanaJurong Capital”) as the financial services arm of the Group, and to expand the Group’s services to

include (i) project financial services where the Group invests seed capital into infrastructure projects

such as power plants and airports to bring them from inception to an economically viable stage where

the projects are able to obtain other forms of financing, and (ii) property development. Surbana Jurong

Capital has also recently entered into a joint venture with Mitsubishi Corporation for the purposes of

investing in urban developments and infrastructure projects in emerging markets across Asia. See

“— Recent Developments — Joint Venture Agreement with Mitsubishi Corporation”, below.

Capitalise on growth opportunities in core markets

The Group believes that its core urban and infrastructure development divisions are expected to

continue to grow. With an ever increasing number of people across the world living in cities,

particularly in developing countries such as those in the Asia-Pacific region, there is a need to

modernise existing infrastructure and develop new infrastructure in cities, plan and develop affordable

housing as well as plan for the sustainable development of new towns and cities. With its track record,

global reach and financial health, the Group is in a good position to win more projects and capitalise

on the growth opportunities in those sectors. For example, beginning with two projects in Myanmar

in April 2014, the Group is now actively involved in over 90 projects across the states of Yangon,

Bago, Mandalay, Rakhine and Ayerwaddy, including the development of a 1,900 hectare industrial

park in the Kyaukphyu special economic zone, the secured i-Land Industrial Park in Bago and the

Hanthawaddy International Airport.

156

Strengthening its long-standing client relationships and developing new ones

The Group has long-standing relationships with relevant governmental agencies, large corporations

and public and private institutions worldwide. It aims to maintain these relationships by continually

offering quality and comprehensive services and solutions. In addition, through the continual focus on

successful project delivery and implementation, the Group aims to acquire, develop and solidify new

client relationships to generate new recurring business. In doing so, the Group is able to

simultaneously solidify its existing revenue base, generate new income streams and diversify and

stabilise its sources of income.

RECENT DEVELOPMENTS

Group Chief Financial Officer

In August 2018, Mr Daniel Teo, the Group Chief Financial Officer since 2015, left the Company to

pursue other interests. The Company is in the process of seeking a suitable candidate to assume this

role. During this period, Mr Andy Atkin, the Group Financial Controller, will oversee the finance

operations of the Company.

Acquisition of B+H

In September 2018, the Group completed the acquisition of an effective majority shareholding of

65.37% in the holding company of the B+H group of companies (headquartered in Ontario) (“B+H”),

a global, award-winning consulting and design solutions firm. B+H has ten studios globally, in

Toronto, Vancouver, Calgary, Seattle, Dubai, Shanghai, Hong Kong, Singapore and Ho Chi Minh City,

with more than 450 employees. The acquisition further deepens the Group’s design and architectural

capabilities.

Joint Venture Agreement with Mitsubishi Corporation

In September 2018, Surbana Jurong Capital, the financial services arm of the Group and Mitsubishi

Corporation, a global integrated business enterprise with diverse operations, entered into an agreement

to jointly establish and manage a fund management company (“FMC”).

Once established, the FMC will set up an investment fund jointly managed by both partners for the

purposes of investing in urban development and infrastructure projects in emerging markets across

Asia. The FMC will seek out commercially viable projects and provide equity investment as needed

to support qualifying projects which will also need to meet certain sustainable environmental, social

and corporate governance requirements.

The partners will each commit up to US$250 million to the investment fund by way of equity and/or

shareholders’ loans and make investments once qualifying projects have been identified and agreed

upon, and the FMC will also raise and manage funds from other accredited or institutional third-party

investors. The FMC will leverage both partners’ unique strengths to deliver optimum long-term

risk-adjusted returns for the investment fund. As at the date of this Information Memorandum, no

qualifying projects have been identified or funds contributed by the Group.

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BUSINESS DIVISIONS

The Group has three main business divisions: Urban Development, Infrastructure Development and

Management Services.

Revenue breakdown by business division

Revenue for the financial

years ended 31 December

2016 2017

(in S$ million)

Urban Development Division . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 217.1 219.7

Infrastructure Development Division . . . . . . . . . . . . . . . . . . . . . . . . . . . . 356.0 814.9

Management Services Division. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 203.5 399.4

Intercompany Eliminations1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6.6) (62.3)

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 770.0 1,371.7

Revenue breakdown by geography

Revenue for

the financial

year ended

31 December

2017

(in S$

million)

Singapore. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 668.5

Australia and New Zealand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 314.4

South East Asia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152.2

Africa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138.1

South Asia and Middle East . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122.8

North Asia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25.9

Americas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.1

Intercompany Eliminations1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (62.3)

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,371.7

Note:

1 Elimination of inter and intra business units intercompany transactions which cannot be attributed to a specific business

division or geographic segment.

158

Urban Development Division

The Urban Development division advises on and provides building consultancy services for areas such

as architecture and landscaping, mechanical and electrical engineering, civil and structural

engineering, quantity surveying and cost management, and project management and site supervision.

The division also advises on townships, industrial and business parks, and urban and economic

planning. The table below sets forth a list of certain notable projects that the division has worked on

as at the Latest Practicable Date:

Expertise Project Name Country Services Highlights

ProjectManagement . . .

Clementi MixedDevelopment

Singapore Project management,transportengineering, civiland structuralengineering,mechanical andelectricalengineering, quantitysurveying,architecture andlandscaping

Winner of BCAConstructionExcellence Awards2013

Townships . . . . . . . Dagon SeikkanTownship

Myanmar Master planning,architecture andlandscaping, civiland structuralengineering,mechanical andelectricalengineering

The proposedhousing is modelledafter HDB’s designsfor public housingestates in Singapore.

Treelodge@Punggol

Singapore Architecture andlandscaping, civiland structuralengineering,mechanical andelectricalengineering, projectmanagement,sustainability andenvironmentalconsultancy

Singapore’s firstpublic residentialdevelopment to beawarded the highestaccolade by theBuilding andConstructionAuthority - thePlatinum GreenMark Award 2007.

Urban Planning . . . Amaravati, CapitalCity of AndhraPradesh

India Master planning The city is 10 timesthe size ofSingapore and theentire project isexpected to impact apopulation of 49.4million.

159

Expertise Project Name Country Services Highlights

Kigali City Rwanda Master planning Awarded the BestOverseas PlanningProject Award 2010and Best PlanningProject 2013 by theSingapore Instituteof Planners.

BuildingConsultancy . . . .

Luodai Blog NewTown

China Architecture andlandscaping

The design conceptblends historicalcharacteristics withmodern architectureto create a new townwith intricatedetails.

Park Hotel atFarrer Square

Singapore Project management The project involvedthe erection of 300hotel/medical suitesthat sat on car parkpodiums and locatedabove the FarrerPark MRT station.

One Central ParkSydney

Australia Civil and structuralengineering

One of Sydney’smost prestigiousurban residentialdevelopments.

Industrial andBusiness Parks . .

China-SingaporeSuzhou IndustrialPark

China Master planning The first bilateralproject between theSingapore andChinesegovernments.

Sino-SingaporeTianjin Eco-City

China Master planning Developed jointlybetween theSingapore andChinesegovernments, thecity was built onland comprisingsaltpans, non-arableland and pollutedwater-bodies andserves as a modelfor the futureplanning ofsustainable cities inChina.

160

Expertise Project Name Country Services Highlights

Vietnam-SingaporeIndustrial Park

Vietnam Master planning A project supportedby the Singaporeand Vietnamgovernments.

Sustainability . . . . . JTC CleanTechOne @ CleanTechPark

Singapore Architecture andlandscaping,facilitiesmanagement, civiland structuralengineering,mechanical andelectricalengineering, projectmanagement,sustainability andenvironmentalconsultancy

First property to bebuilt in Singapore’sfirst green businesspark, CleanTechPark.

Healthcare . . . . . . . Health CityNovena

Singapore Master planning,architecture,infrastructure,mechanical andelectricalengineering

Gold Awardrecipient at the 2013Singapore LandscapeArchitecture Awards.

KIMS Hospital,Trivandrum East

India Architecture, civiland structuralengineering,mechanical andelectricalengineering,landscape andinterior services

The design isinspired by thehouseboats ofKerala.

Research andDevelopmentHubs. . . . . . . . . .

Fusionopolis @one-north

Singapore Architecture andlandscaping,engineering andspecialist services,quantity surveyingand costmanagement

First building inSingapore to beconstructed usingthe super columnmethod.

Infrastructure Development Division

The Infrastructure Development division advises on and provides services for transport and logistics

projects, such as the building of aviation structures, roads, bridges and highways, railways and metros,

tunnels, ports and underground developments; water and environmental projects, such as coastal

engineering and waste management; and energy and resources projects, such as hydropower and dam

developments, energy generation and distribution, oil and gas projects and mining.

161

The table below sets forth a list of certain notable projects that the division has worked on as at the

Latest Practicable Date:

Expertise/Sector Project Name Country Services Provided Highlights

ProjectManagement . .

Changi AirportTerminal 4

Singapore Project management,constructionmanagement

Features ChangiAirport’s firstvisual-transparentconcept.

Transport andLogistics . . . . .

AdelaideSuperway

Australia Road and bridgedesign, geotechnicalsolutions, drainage,hydrology, trafficand transportplanning

South Australia’slargest investment ina road project.

Ballina Bypass Australia Road, structure andpavement designs,geotechnicalsolutions, regulatorycompliance

The project includes19 bridges and 12kilometres ofroadworks.

Colombo-KatunayakeExpressway

Sri Lanka Training, technologytransfer, qualitycontrol

One of the first feelevying roads to bebuilt in Sri Lanka.

Galaba SquareUndergroundRoad TunnelComplex

Baku, Azerbaijan Traffic engineering,civil engineering,traffic planning,design

The largest roadtunnel infrastructureproject in Baku atthe time of itscompletion.

Ibrahim NassirInternationalAirport

Maldives Architecture andlandscaping, designreview of terminaland airside

The airport adoptssustainable systemsand naturalventilation for majorfunctions to reduceenergy consumption.

Jurong RockCaverns

Singapore Engineering andspecialist services,constructionmanagement

South-east Asia’sfirst undergroundrock caverns for oilstorage, providingup to 480,000 cubicmeters of storagespace (enough for17.6 million barrelsof oil).

162

Expertise/Sector Project Name Country Services Provided Highlights

Pasir PanjangTerminal Phases3 & 4

Singapore Preliminaryinvestigations,environmentalimpact assessments,planning of port,reclamation andinfrastructure

200 hectares of landwere reclaimed toconstruct 15deep-water shippingberths that areamongst the deepestin the world.

Energy andResources . . . .

BarcaldineRemoteCommunity SolarFarm

Australia Communityconsultation, design,engineering andspecialist services

A proposed solarfarm projectcomprising 79,000solar modules.

Snowy 2.0(SnowyMountainsHydroelectricScheme)

Australia Feasibility studies,concept design,engineering design,project management,constructionmanagement, projectcommissioning

First majorexpansion of theSnowy MountainsHydroelectricScheme since itscompletion in 1974.

Horizon BulkLiquid Terminals

Singapore Master planning,constructionmanagement,feasibility studies,engineering, projectand constructionmanagement

The terminalfeatures 30 storagetanks supported byfour jetties andseven berths along1.2 kilometres ofcoastline with atotal capacity of 1.2million cubicmetres.

Ulu JelaiHydroelectricProject

Malaysia Project design andmanagement,constructionsupervision

The project includes25km of tunnelsexcavated in graniterock mass and, oncecommissioned, willcontribute 326gigawatt hours ofpeak energyannually toMalaysia’s powersupply system.

Water &Environment . .

Dandora SewageTreatment Plant

Kenya Feasibility studies,preliminary design,economic analysis

The largestwastewaterstabilisation pond inAfrica, treating 80per cent. ofNairobi’swastewater.

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Expertise/Sector Project Name Country Services Provided Highlights

Marina BayReclamation

Singapore Coastal engineering,preliminaryinvestigation,reclamationengineering design,quantity surveyingand projectmanagement

Reclaimed 38hectares of new landfor iconic buildings,including the MarinaBay Sands resort.

My Waterway@Punggol

Singapore Architecture andlandscaping, civiland structuralengineering,mechanical andelectricalengineering,sustainabilitysolutions, quantitysurveying, projectmanagement and sitesupervision

FIABCI SingaporeProperty Awards2013 - Gold Winner(PublicInfrastructures/AmenitiesCategory).

PolderDevelopment atPulau Tekong

Singapore Engineering andspecialist services

First polder projectin Singapore.

AdelaideDesalinationPlant

Australia Architecture, civiland structuralengineering,building design,geotechnical,marine, tunnels,earthworks,drainage,undergroundservices,environmental andlandscape design

The plant deliversup to 100 billionlitres of waterannually or almosthalf of Adelaide’swater supply.

Management Services Division

The Management Services division advises on and provides services for facilities management, city

management, asset management, development management, programme management, social

development, security and safety, building information modelling services and financial, economic

and community matters.

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The table below sets forth a list of certain notable projects that the division has worked on as at theLatest Practicable Date:

Expertise Project Name Country Services Provided Highlights

FacilitiesManagement/AssetEnhancement . .

Copper MineMaintenanceImprovementProgramme

Chile Maintenanceprogramme,sustainable assetmanagement

Improved thereliability of criticalequipment from 40to 100 hours ofaverage mean time.

Three RiversIrrigation Project

Australia Facilitiesmanagement andasset enhancement,engineering design

The project aims tosustainably growcotton for exportand utilise thecotton seedby-product assupplementary feedfor beef cattleduring the dryseason.

FacilitiesManagement . .

Jurong LakePark, ChineseGarden, JapaneseGarden & JurongHill

Singapore Security, facilitiesmanagement andasset enhancement,maintenance

The gardens andparks are part ofJurong LakeDistrict, the largestcommercial andregional centreoutside Singapore’scity centre whencompleted.

Town CouncilAssetManagement

Singapore Smart city solutions,asset management,facilitiesmanagement andasset enhancement

Supports 16 towncouncils inSingapore bymanaging theirtowns moreefficiently.

Security Services& Solutions . . .

Marina BaySingaporeCountdown

Singapore Infrastructureprotection, eventand asset securitymanagement

Singapore’s largestannual New Year’sEve celebration, forwhich AETOS hasprovided securityservices for nineconsecutive years.

Key Business Services

Various services are offered by the Group under its three business divisions, including the following:

Architecture and landscaping

Architecture and landscaping services involve the creation of original architectural and landscapingdesigns across a wide spectrum of projects, from industrial facilities and commercial towers towaterfront parks. Recognised at home and abroad, the Group’s innovative designs have won accolades

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locally and internationally, including the FIABCI (International Real Estate Federation) ExcellenceAwards, Asian Habitat Society Awards, Singapore Institute of Architects Design Awards, Singapore’sBuilding and Construction Authority Green Mark Awards, and Building and Construction InstituteAwards.

Civil and structural engineering

Civil and structural engineering services involve the full range of building construction activities,from design to construction and maintenance, including basement and foundation engineering,structural engineering, structural inspection, and engineering for tall buildings.

Concept and feasibility studies

Concept and feasibility studies services involve the determination of project feasibility by conductingfeasibility studies, site investigations, market assessments and financial analysis. The Group helps itsclients understand the technical, operational and financial feasibility of their projects with thorougheconomic, operational and financial feasibility studies, enabling clients to make informed andobjective decisions during the early development stages of their projects.

Construction engineering

Construction engineering services involve the provision of site supervision to ensure constructionprojects being overseen by the Group progress smoothly and without delay. The Group’s sitesupervisors have the skills and experience to oversee a range of tasks such as construction, demolition,addition and alteration or land reclamation.

Contract advisory

Contract advisory services involve advising and guiding clients on the drafting and signing ofcontracts in relation to development projects which are often extensive and complex. With itsknowledge in law and contract application and best industry practices, the Group provides a holisticand competent approach to advising its clients on their development project contracts.

Defence

Defence services involve the provision of training solutions, design, delivery, management andlogistic services in the defence sector, including for homeland and civil defence. This includes thedesign and provision of training infrastructure such as live firing ranges and training simulationfacilities (such as the Multi-Mission Range Complex marksmanship training facility), the operationand maintenance of such training infrastructure, the integration and installation of training systems,the development of curriculum for the delivery of instructional methods and the integration of learningand simulation technologies, and the provision of freight and logistics support for local and overseasdefence training.

Development management

Development management services involve the provision of feasibility studies, strategy planning anddevelopment, through to delivery, operation and management of development projects. Customiseddevelopment management strategies and in-depth studies address development needs at the planningstage while the adoption of innovative technology ensures cost savings and timely delivery of highquality projects.

Facilities management and asset enhancement

Facilities management and asset enhancement services involve managing every aspect of the builtenvironment, including buildings and defence facilities, and striving to create optimal outcomes forboth building owners and users whether the facility is a building, an island or a defence facility.

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Master planning

Master planning services involve the development of master plans for the growth of towns and cities

that are both aesthetically and economically viable. Over the last 50 years, the Group has developed

master plans for not only 26 townships that house 80 per cent. of Singapore’s population, but also

delivered master plans for projects in over 30 countries including China, India, Saudi Arabia and

Vietnam, and is now recognised worldwide as an established urban planning and design specialist.

Mechanical and electrical engineering

Mechanical and electrical engineering services involve the provision of mechanical and electrical

engineering solutions for building infrastructure such as air-conditioning, heating, lighting, security

and communications. The Group’s professional mechanical and electrical engineers’ expertise spans

multiple sectors from residential and industrial, healthcare and leisure to commercial and aviation.

Project management

Project management services involve the offering of a tailored project management approach which

ensures that projects meet their investment goals while maintaining the highest standards of safety and

quality. The Group provides solutions to every facet of a development project or programme’s life

cycle, from initial inception planning, to design development, procurement, construction,

commissioning and completion.

Quantity surveying and cost management

Quantity surveying and cost management services involve helping clients manage the associated costs

and contracts of their projects in an independent, efficient and responsible manner. With its sizeable

team of professional quantity surveyors, the Group not only proactively engages with clients and

project teams, but also provides clients with objective project implementation information, and

contractual and financial advice.

Security and safety solutions

Security and safety solutions involve the provision of an integrated suite of safety and security

services that include infrastructure protection, training and consultancy, event and asset security

management, and other security and technology solutions.

Smart city solutions

Smart city solutions services involve the leveraging of technology to help city planners manage cities

efficiently. The Group’s integrated smart city solutions focus on the four aspects of a city — security,

sustainability, efficiency (of services and infrastructure) and community (feedback and engagement).

Sustainability and environmental consultancy

Sustainability and environmental consultancy services involve the provision of solutions which

contribute to greener and more efficient developments that generate costs savings in areas such as

water, waste and energy management. From planning to design, implementation and management of

sustainability solutions, the Group is committed to working collaboratively with clients to achieve

sustainable and cost-effective outcomes for all projects.

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Tender process for projects

The Group identifies potential project opportunities through a combination of strong client

relationships, an understanding of the countries and regions in which it operates and active marketing.

Such opportunities include private commercial projects. government infrastructure programmes and

government development plans. The Group prioritises these opportunities based on a variety of

factors, including the risks and rewards of the project, the Group’s ability to resource and deliver the

project, the probability of winning the project and the growth prospects of the country or region of

the project.

Tenders for such potential project opportunities are typically made by submission of a formal proposal

outlining the Group’s experience, technical approach and methodology, team composition and cost to

deliver the project. The majority of tenders are assessed against the two main criteria of quality and

price. For large, essential infrastructure projects, particularly for governments, quality is often the

primary consideration.

AWARDS

Below is a list of accolades that have been awarded to the Group from 2015 to 2018:

Year Award Awarding Organisation

Project

(if applicable)

2018 . . BCA ConstructionExcellence 2018

Building and ConstructionAuthority

Hillsta

2018 . . BCA ConstructionProductivity Award(Projects) 2018 -Platinum

Building and ConstructionAuthority

Residential Halls at NanyangCrescent

2018 . . BCA ConstructionProductivity Award(Projects) 2018 - Gold

Building and ConstructionAuthority

Clementi Ridges

Woodlands Care Home

2018 . . BCA Universal DesignMark 2018 - Gold

Building and ConstructionAuthority

The Visionaire

2018 . . BCA Green Mark Award2018 - Platinum

Building and ConstructionAuthority

Bedok Food City

Buangkok SquareNeighbourhood Centre

Customs Operations Commandat Jalan Bahar

JTC Poultry Processing Hub

NUS School of Design &Environment, SDE 4

Outram Community Hospital

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Year Award Awarding Organisation

Project

(if applicable)

Selarang Park Complex

Seletar Airport PassengerTerminal

SkyResidence @ Dawson

State Courts Towers

2018 . . BCA Green Mark Award2018 - Platinum — GoldPlus

Building and ConstructionAuthority

Buangkok Edgeview

NIM Collection

iNz Residence

The Visionaire

2018 . . BCA Green Mark Award2018 - Platinum — Gold

Building and ConstructionAuthority

Adult Disability Home+DayActivity Centre

Anchorvale Parkview

Blossom Spring @ Yishun

Geylang C43B + Park

Kallang Fire Station

Keat Hong Garden

Selarang Park Complex, Phase1

Yung Kuang Court (JurongWest N1 C31)

2018 . . BCA Green Mark Award2018 - Platinum —Certified

Building and ConstructionAuthority

Overseas — HangzhouRiverfront Mansion

2018 . . ACES Design ExcellenceAwards 2018 - M&E, A1Category.

Association of ConsultingEngineers Singapore

2018 . . ACES Design ExcellenceAwards 2018 - C&S, A2Category.

Association of ConsultingEngineers Singapore

2018 . . BCI Asia Top Ten Awards2017 — Top TenArchitects

BCI Media Group

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Year Award Awarding Organisation

Project

(if applicable)

2018 . . NCE 100 Companies ofthe Year

New Civil Engineer MeyGen Tidal Turbine project

2017 . . AustCham’s BusinessAlliance Award

AustCham Singapore

2017 . . BCA BIM Award(Organisation) 2017 —Gold

Building and ConstructionAuthority

2017 . . BCA ConstructionProductivity Award(Advocates) 2017 — Gold

Building and ConstructionAuthority

2017 . . BCA ConstructionProductivity Award(Projects) 2017 — Gold

Building and ConstructionAuthority

Fernvale Lea

2017 . . BCA Design andEngineering SafetyExcellence — Award2017

Building and ConstructionAuthority

National University ofSingapore AS8

Singapore Business FederationCenter

The Scotts Tower

2017 . . BCA GoldPlus Award -BIM Award - ProjectCategory

Building and ConstructionAuthority

Wisteria Condo & Mall project

2017 . . BCA Green Mark Award2017 — Gold

Building and ConstructionAuthority

West Valley

Woodlands Glen

Multi-Mission Range Complex

The Creek @ Bukit

2017 . . BCA Green Mark Award2017 - Gold Plus

Building and ConstructionAuthority

Matilda Court

Punggol Bayview

Punggol Vue

Choa Chu Kang N8C2

Matilda Edge

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Year Award Awarding Organisation

Project

(if applicable)

2017 . . BCA Green Mark Award2017 — Platinum

Building and ConstructionAuthority

Ang Mo Kio Polyclinic andSenior Care Centre

Pioneer Family HealthcareCentre

Prototype Glass HouseComplex at HorticultureComplex

Science Park 1

BCA SkyLab

SP Services

2017 . . BCA Platinum Award —BIM Award — ProjectCategory

Building and ConstructionAuthority

NTU Learning HUB Northproject

2017 . . BCA Universal DesignMark 2017 — Gold

Building and ConstructionAuthority

Marine Cove @ East CoastPark

Ang Mo Kio Polyclinic andSenior Care Centre

2017 . . BCA Universal DesignMark 2017 — Gold Plus

Building and ConstructionAuthority

Hougang Parkedge

Kallang Trivista

2017 . . BCI Asia Top Ten Awards2017 — Top TenArchitects

BCI Media Group

2017 . . Diamond Arrow Award(Highest Ranking) CivilConsulting Engineers

Construction IndustryBusiness ExcellenceAwards, Africa

2017 . . Diamond Arrow Award(Highest Ranking)Combined Civil &Structural ConsultingEngineers

Construction IndustryBusiness ExcellenceAwards, Africa

2017 . . Diamond Arrow Award(Highest Ranking)Structural ConsultingEngineers

Construction IndustryBusiness ExcellenceAwards, Africa

2017 . . Consult Australia Awardsfor Excellence - ProjectTeam CollaborationAward

Consult Australia The M80 Ring Road Upgrade,Sunshine Ave to CalderFreeway

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Year Award Awarding Organisation

Project

(if applicable)

2017 . . Top 150 Global DesignFirms

Engineering News-Record

2017 . . Top 225 InternationalDesign Firms — 25th

Engineering News-Record

2017 . . Fulton Award:Infrastructure OverallWinner

Concrete Society of SouthAfrica

2017 . . Fulton Award:Commendation forInnovation in Concrete

Concrete Society of SouthAfrica

2017 . . HDB Design Award 2017 Housing and DevelopmentBoard

Kallang Trivista

Keat Hong Pride

2017 . . Malaysia LandscapeArchitecture Awards 2017- Honour Award

Institute of LandscapeArchitects Malaysia

Waterway Ridges

2017 . . IFLA Asia-Pac LandscapeArchitecture Awards 2017- Analysis & Masterplanning

International Federationof Landscape Architects

12 kilometre Han ChengRiverfront with 700 hectareTheme Park

2017 . . Singapore LandscapeArchitecture Awards

Singapore Institute ofLandscape Architects

SAFRA Punggol

Marine Cove @ East CoastPark

One Canberra

Skies Miltonia

Waterway Ridges @ Punggol

Singapore University ofTechnology and Design

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Year Award Awarding Organisation

Project

(if applicable)

2017 . . SIP Planning Award 2017 Singapore Institute ofPlanners

Social Resilient Plan forAmaravati, India

Northern Savannah EcologicalZone Regional Concept Plan,Ghana

Kaloum RedevlopmentMasterplan 2040, ConakryGuinea

Mwanza City Master Plan,Tanzania

Arusha City Centre UrbanDesign, Tanzania

2017 . . WAFX Awards - FutureProject - Water Category

World ArchitectureFestival 2017

2017 . . National Business Award— InfrastructureDevelopment Award

National Business Awards2017

2016 . . Excellence in theServices Sector

Australia India BusinessCouncil

2016 . . BCA Universal DesignMark Award (Gold Plus)

Building and ConstructionAuthority

Acacia Breeze @ Yishun

Punggol Topaz

2016 . . BCI Asia Top Ten Awards2016 — Top TenArchitects

BCI Media Group

2016 . . Diamond Arrow Award(Highest Ranking) CivilConsulting Engineers

Construction IndustryBusiness ExcellenceAwards, Africa

2016 . . Diamond Arrow Award(Highest Ranking)Combined Civil &Structural

Construction IndustryBusiness ExcellenceAwards, Africa

2016 . . Diamond Arrow Award(Highest Ranking)Structural ConsultingEngineers

Construction IndustryBusiness ExcellenceAwards, Africa

2016 . . HDB Design Awards 2016(Certificate of Merit)

Housing and DevelopmentBoard

Waterway Sunbeam

Joo Seng Green

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Year Award Awarding Organisation

Project

(if applicable)

2016 . . HDB Design Awards2016, Winner

Housing and DevelopmentBoard

Waterway Ridges

2015 . . BCI Asia Top Ten Awards2015 — Top TenArchitects

BCI Media Group

2015 . . BCA BIM Award 2015 Building and ConstructionAuthority

2015 . . BCA Platinum Award Building and ConstructionAuthority

SAFRA Clubhouse@Punggol

2015 . . BCA Universal DesignMark Award (Gold)

Building and ConstructionAuthority

Segar Grove

2015 . . Consult Australia Awardsfor Excellence 2015 —High Commendation(Collaborations category)

Consult Australia

2015 . . Consult Australia Awardsfor Excellence 2015 —High Commendation(Technological Innovationcategory)

Consult Australia

2015 . . HDB Innovative DesignAward 2015

Housing and DevelopmentBoard

Dawson C3

2015 . . HDB Design Awards 2015 Housing and DevelopmentBoard

Acacia Breeze@Yishun

Rumah Tinggi Eco Park

2015 . . Gold award in Masterplanning category, 2015

Singapore Institute ofLandscape Architects

China Rizhao City One OceanWorld

2015 . . Gold award in Parks &Public Space category,2015

Singapore Institute ofLandscape Architects

Rumah Tinggi Eco Park

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INSURANCE

The Group believes that it is adequately insured under its insurance policies to withstand any insurablerisk. The Group’s assets and equipment are insured for replacement values of real and personalproperty owned by the Group. These values are taken from total replacement cost estimates which arebased on asset registers maintained by the business units and divisions of the Group. The replacementvalues and insurance policies are reviewed and renewed annually. Further, all projects and operationsundertaken by the Group are insured under comprehensive corporate umbrella policies, with someprojects being separately insured (in addition to coverage under these umbrella policies).

EMPLOYEES

As at the Latest Practicable Date, the Group has approximately 14,000 employees. The Group expectsits number of employees to grow by an average of five to six per cent. over the next three years. TheCompany was also named as one of Singapore’s top 75 companies to work for in 2018 by recruitmentand human resource services agency Randstad.

ENVIRONMENTAL, HEALTH AND SAFETY

The Group is subject to local environmental, health and safety laws and regulations. It reviews andimplements necessary changes to its internal policies in order to comply with these laws andregulations. It has also appointed an external consultant to update it on a quarterly basis on changesto environmental laws, regulations and policies.

The Group is committed to building homes, designing cities and improving infrastructure forsustainable industrial development and urban living. Through its motto “Building Cities, ShapingLives”, the Group seeks to create developments that are more than just steel and concrete, but aresustainable communities where people can live, work and play in harmony with the environment andwhere communities and businesses can flourish.

The Group has obtained the ISO 9000, ISO 140000 and OHSAS 18000 certifications.

LEGAL AND REGULATORY COMPLIANCE

The Australian Federal Police (“AFP”) has commenced investigations into a number of current andformer directors, officers and employees and subsidiaries of SMEC based on alleged contraventionsof various bribery-related offences under Australian criminal law. In addition, the AustralianSecurities and Investments Commission (“ASIC”) has commenced investigations into SMEC andcertain of its current and former directors, officers and employees for alleged contraventions of theAustralian corporations law relating to falsification of books and directors’ duties.

As a result of the AFP and ASIC investigations, the World Bank conducted an investigation intocertain World Bank-financed projects involving SMEC. The World Bank and SMEC entered into aNegotiated Resolution Agreement in September 2017 under which, amongst other things, certainSMEC entities were debarred from bidding for, or participating in, further World Bank-financedprojects for periods of time ranging from six months to 30 months.

SMEC has cooperated fully with the enforcement authorities and the World Bank. Following theinvestigations, SMEC has taken disciplinary action against persons it identified had engaged inimproper conduct. A number of employees named as suspects have now left the business. The Grouphas also improved its internal reporting and compliance procedures and has enhanced its dedicatedanti-bribery and corruption policies.

As at the Latest Practicable Date, no charges in relation to these investigations have been laid againstany Group member or against any of the Group’s past or present directors, officers or employees.However, there can be no assurances that further action will not be taken by Australian or other foreign

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enforcement authorities in relation to these or other related matters. The timing and/or outcome of anyfurther investigations or outcomes remains uncertain and the Group cannot provide any assurancesthat further steps, investigations or penalties will not be taken by any relevant authorities (includingfurther debarment from government or international financial institution contracts).

The Group is otherwise in compliance with all relevant laws and regulations in relation to its businessin all material respects and there are no material breaches or violations of such laws or regulationswhich would have a material adverse effect on its business or financial condition taken as a whole.

RISK MANAGEMENT

The Group undertakes an active risk management approach to identify and manage risks before theyarise. It continually monitors its risk management process to ensure that an appropriate balancebetween risk and control is achieved. Risk management policies and systems are reviewed regularlyto reflect changes in market conditions and the Group’s activities.

The Group is exposed to the following financial risks from its use of financial instruments: credit risk,liquidity risk and market risk. These risks are managed by its Audit and Risk Committee, which isresponsible for setting the objectives, policies and procedures of financial risk management for theGroup. The Audit and Risk Committee and management establish detailed policies such as authoritylevels, oversight responsibilities, risk identification and measurement, exposure limits and hedgingstrategies, in accordance with the objectives and underlying principles approved by the Audit and RiskCommittee.

Credit risk

The Group actively monitors its credit risk. The Group establishes credit limits for customers andmonitors their balances on an ongoing basis. Credit evaluations are performed before entering intoagreements with new customers. Cash and fixed deposits are placed with financial institutions whichare regulated.

Liquidity risk

The Group monitors and maintains a level of cash and cash equivalent deemed adequate to finance itsoperations and mitigate the effects of fluctuations in cash flows. Typically, the Group ensures that ithas sufficient cash on demand to meet expected operational expenses for a period of 90 days(excluding the potential impact of extreme circumstances that cannot be predicted, such as naturaldisasters).

Market risk

The Group actively monitors its exposures to exchange rate and interest rate risks. It seeks to reduce,where appropriate, fluctuations in earnings and cash flow associated with changes in exchange ratesand interest rates through entering into derivative financial instruments, such as foreign exchangeforward contracts, foreign exchange options and interest rate swaps, to hedge such exposure. TheGroup’s policy is to only use derivative financial instruments to the extent necessary to mitigate itsexposure to exchange rate and interest rate risks, and not for trading purposes.

The Group also evaluates and monitors the following risks:

Regulatory risk

The Group subscribes to local regulatory updates and disseminates these regulatory updates to itsemployees and entities via meetings and sharing sessions. It conducts regular site inspections toensure conformity with measures imposed by various regulatory bodies, such as safety measuresimposed by the Ministry of Manpower. Where appropriate, it also appoints external consultants toadvise it on changes to regulations and policies.

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Project specific risk

Before tendering for a project, a team from the Group’s legal, finance, risk management, contract

advisory and technical departments conduct an evaluation of the project and highlight the risks and

mitigating measures to the project team. During the life of the project, the Group has a dedicated

project management team to manage any specific risks that arise. The Group also conducts due

diligence on its counterparties before entering into contracts in any given project.

COMPETITION

Due to the breadth of activities that the Group undertakes, the Group’s competitors vary widely

according to the market and geographic region in question. Each region is typically characterised by

a small number of large players, often with multinational reach, together with many smaller companies

that have more specific skill sets. Industry players continue to consolidate, both vertically and

horizontally. The Group believes that it is well positioned to compete in its selected markets because

of its reputation, long-standing client relationships and expertise.

LITIGATION

A number of directors and/or senior management staff of SMEC as well as SMEC have commenced

litigation challenging the validity of warrants executed at the premises of SMEC and at the homes of

two employees by the AFP in February 2018, which were based on allegations concerning

contraventions of Australian criminal law by those individuals. The allegations contained in the

February 2018 warrants are not made against SMEC or any other members of the Group.

Other than this action, the Group is not party to any legal or arbitration proceedings (including any

proceedings which are pending or threatened) of which the Company is aware which may in the

opinion of the Company have or have had in the 12 months preceding the date of this Offering Circular

a material adverse effect on the financial position or profitability of the Company or the Group.

CLIENTS

The Group has a broad range of clients and is not reliant on any particular client. For the financial

year ended 31 December 2017, the top five clients of the Group comprised no more than 17 per cent.

of the Group’s revenue.

PROPERTIES

The Group, through AETOS, owns a purpose-built complex in Jurong West, Singapore. The

seven-storey complex has several key training and operational facilities, including a 25-metre indoor

shooting range and a cash processing centre that provides a complete end-to-end chain of financial

security services.

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DIRECTORS AND MANAGEMENT

Board of Directors

Mr Liew Mun Leong

Chairman

Mr Liew Mun Leong joined the Group in 2015 as Chairman of the Company.

Mr Liew is the Chairman of Changi Airport Group, Temasek Foundation Nurtures CLG, China ClubInvestment and the Management Advisory Board of National University of Singapore (“NUS”)Business School. He also sits on the boards of Singapore Exchange, Chinese Development AssistanceCouncil and the Singapore China Foundation. Mr Liew is a Senior International Business Advisorappointed by Temasek to advise the Temasek group on long term real estate investments in New York,London and Tokyo. In 2013, Mr Liew was appointed as Pro Bono Provost’s Chair Professor (Practice)in NUS Business School and NUS Faculty of Engineering. In 2017, he was appointed as Pro BonoProvost’s Chair Professor (Practice) in the Lee Kuan Yew School of Public Policy.

Mr Liew has spent 22 years in the public service developing Singapore’s Changi Airport, militaryairports and establishments. He was involved with the construction of Changi Airport from thebeginning in 1975. He was also concurrently the Chief Executive Officer (“CEO”) of two governmentstatutory bodies, the Singapore Institute of Standards and Industrial Research and the National Scienceand Technology Board, the forerunner of A*STAR. He was the Registrar of the Professional EngineersBoard, granting engineers’ licenses to practise in Singapore and regulating engineering practices inSingapore. He was appointed as the President of International Organisation for Standardisation in thelate 1990s.

In the private sector, he has another 24 years of experience leading 10 public listed companiesinvesting and developing real estates in Asia, Middle East, UK and Europe. In 2000, he was thefounding Group President & CEO of CapitaLand Limited, a public listed real estate company, which,under his watch till 2012, has become one of the largest real estate groups in Asia.

For his exceptional contributions to Singapore, Mr Liew was awarded the Meritorious Service Medalby the President of Singapore in 2011. In 2016, Mr Liew was conferred France’s National Order ofthe Legion of Honour (Ordre national de la Légion d’honneur), with the rank of Knight.

Mr Wong Heang Fine

Group CEO

Mr Wong Heang Fine joined the Group in 2015 and is Group CEO of the Company. He was appointedto the Board of SMEC in 2016 following the acquisition of SMEC by the Company. He is alsoChairman of Sino-Sun and Director of AETOS.

Mr Wong held many key leadership positions across a number of industries over the last 35 years.Most recently, he was the CEO of CapitaLand Residential Singapore Limited and CapitaLand GCCHoldings, and also the Country CEO in charge of developing CapitaLand’s business in the GulfCooperation Council region. Mr Wong was also CEO of Capitala, a joint venture company betweenCapitaLand Singapore and Mubadala Development Company in United Arab Emirates.

Prior to this, he was President & CEO of SembCorp Engineers and Constructors Pte Ltd (now knownas Sembawang Engineers and Constructors) and was instrumental in advancing the company’sengineering and construction business in South Asia.

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Mr Wong joined Cathay Organisation Pte Ltd in 1998 as its Deputy President. He helped realise thecompany’s ambition of going public via a reverse takeover strategy through IMM Multi-Enterprisewhich was listed on SESDAQ. A year later, he was appointed President & CEO of Cathay OrganisationHoldings.

From 1996 to 1998, Mr Wong was Director (Infrastructure), L&M Group Investments Ltd. During histenure, he restructured the company by spearheading diversification into the infrastructure andproperty sectors.

Between 1991 and 1996, while in Singapore Technologies Industrial Corporation, Mr Wong pioneeredthe infrastructure development of the industrial estate and a 24,000-hectare international resort belton Bintan Island, Indonesia. He was also instrumental in developing and managing the Bintan LagoonResort.

Mr Wong was the President of the Real Estate Developers’ Association of Singapore from 2011 to2012. He also served as a Senior Industry Officer with the Economic Development Board where hisresponsibilities included the promotion and development of investments into Singapore.

He graduated with a First Class Honours in B.Sc (Mechanical Engineering) from the University ofLeeds, England and a M.Sc (Engineering Production and Management) from the University ofBirmingham, England.

Mr Eric Ang

Board Member

Mr Eric Ang joined the Group in 2015. He is currently Senior Executive Advisor at DBS Bank Ltd.,where he has been since the start of his banking career in 1978. He sits on the Board of Directors ofSembcorp Marine Ltd, Changi Airport Group (Singapore) Pte Ltd, Raffles Medical Group Ltd andDBS Foundation Ltd in Singapore. He is also the Co-Chairman of the SGX Disciplinary Committeeand one of the Vice-chairman of the Community Chest in Singapore.

Mr Ang holds a Bachelor’s degree in Business Administration (Honours) from the University ofSingapore.

Mr Fong Heng Boo

Board Member

Mr Fong Heng Boo joined the Group in 2015. He is also an independent director of several publiclisted and private limited companies.

An accountant by profession, Mr Fong started his career with the Auditor-General’s Office and left in1993 as Assistant Auditor-General. He was also General Manager (Corporate Development) of a listedcompany in Singapore as well as the Chief Financial Officer of a listed company in Australia. He wasDirector (Special Duties) at the Singapore Totalisator Board until his retirement in December 2014.His other professional experience included membership of Audit Committees of statutory boards andAdvisory Committees of the School of Accountancy of Nanyang Technological University and NgeeAnn Polytechnic.

Mr Fong was a past Fellow Member of the Institute of Certified Public Accountants of Singapore(“ICPAS”). He was a council member of ICPAS and was awarded a Silver Medal by ICPAS in 1999.

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Mr Gan Chee Yen

Board Member

Mr Gan Chee Yen joined the Group in 2015. He is also the CEO of Fullerton Financial Holdings PteLtd and is a member of the Institute of Singapore Chartered Accountants.

Prior to his current appointment, Mr Gan was Co-Chief Investment Officer, Senior Managing Director,Special Projects and Head of China Market at Temasek International. He joined Temasek in May 2003as Chief Financial Officer and has since served in various investments roles as a member of the seniormanagement team in Temasek. The investment clusters he has led included the Financial Industryportfolio and the Transportation and Logistics portfolio, before he took on the role of co-ChiefInvestment Officer of Temasek where he anchored several successful investments.

Mr Gan has served on the boards of several companies including CEI Limited, ST Asset ManagementLtd and Clifford Capital Pte. Ltd., and has been a board member of Fullerton Financial Holdings PteLtd and a board commissioner of Bank Danamon since 2003. He received his Bachelor of Accountancyfrom NUS. He also attended Harvard University’s Program for Management Development inSeptember 2001.

Mr Guy Daniel Harvey-Samuel

Board Member

Mr Guy Daniel Harvey-Samuel joined the Group in August 2015 as a non-executive director.

Mr Harvey-Samuel spent 39 years working with HSBC Group in 12 countries across the world, retiringin 2017. He returned to Singapore in 2013 as Group General Manager and Chief Executive Officer ofHSBC Singapore. Prior to this, he was Group General Manager and Head of International Asia Pacificbased in HSBC Hong Kong.

Mr Philip Jeyaretnam

Board Member

Mr Philip Jeyaretnam joined the Group in 2015 and is the Global Vice Chair & Regional CEO ofDentons Rodyk & Davidson LLP. He is a commercial litigator and international arbitration counsel.He was appointed as Senior Counsel in 2003 and has been named in all the major legal publicationsas an expert in arbitration, construction law and litigation.

Mr Jeyaretnam was president of The Law Society of Singapore from January 2004 to December 2007and was the founding chairman of the Society of Construction Law, Singapore. He is currentlyChairman of Maxwell Chambers, the world’s first integrated dispute resolution venue.

Mr Jeyaretnam is on the Public Service Commission, the constitutional body that oversees the civilservice in Singapore. He is also on the Presidential Council for Minority Rights, which advises thePresident of Singapore under the equality provisions of the Constitution of Singapore.

Mr Jeyaretnam graduated from Cambridge University and held a visiting Fulbright Fellowship atHarvard Law School.

Mr Ku Moon Lun

Board Member

Mr Ku Moon Lun joined the Group in 2015 and has more than 35 years of experience in the real estateindustry. Currently, he is an independent non-executive director of Lai Fung Holdings and KerryProperties Limited. He is also a member of the Hospital Governing Committee of Queen ElizabethHospital, Hong Kong Hospital Authority, and a Fellow of the Hong Kong Institute of Surveyors.

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Mr Ku was an executive director of Davis Langdon & Seah International (“DLSI”), a propertyconsultant firm, until the end of 2005 where he was responsible for formulating the policies andsteering the direction of the DLSI group of companies. He was also the chairman of the board ofdirectors of Davis Langdon & Seah Hong Kong Limited from 1995 to 2004. Mr Ku was previously thechairman of Premas Hong Kong Limited, a facilities management company, from 2000 to 2002 andicFox International, an information technology company, from 2000 to 2003. Mr Ku was anindependent non-executive director of Ascott Residence Trust Management Limited from 2006 to2016.

Ms Neo Gim Huay

Board Member

Ms Neo Gim Huay joined the Group in 2015. She is currently Managing Director, EnterpriseDevelopment Group and Managing Director, Sustainability of Temasek International Pte Ltd.

Prior to joining Temasek, Ms Neo was a Management Consultant with McKinsey & Co in the US andAfrica, advising clients on strategy and operations in the banking, oil and gas industry as well as theentertainment and technology sectors.

Before McKinsey, Ms Neo was in the Administrative Service of the Singapore Government,overseeing Governance and Investment as well as Trade Negotiations in the Finance and Tradeministries respectively.

Ms Neo also sits on the Boards of Mandai Park Holdings, Intellectual Property Office of Singaporeand the National Library Board. She was selected as an Eisenhower Fellow in 2015.

Ms Neo holds a MBA from Stanford University, graduating as an Arjay Miller Scholar. She also hasa Masters in Engineering (Distinction) and Bachelor of Arts (First Class) from Cambridge University.

Mr Tan Gee Paw

Board Member

Mr Tan Gee Paw joined the Group in 2015 and is a Director of the Company. He was appointedChairman of the PUB, Singapore’s national water agency on 1 April 2001 until his retirement on31 March 2017. Mr Tan is a member of a number of government committees. He is the Chairman ofthe Nominating Committee, Lee Kuan Yew Water Prize and Singapore International Water Week. Heis the Adjunct Professor at the Lee Kuan Yew School of Public Policy and Dean’s Office, Faculty ofEngineering, National University of Singapore. Previous appointments held by Mr Tan were Principalof Ngee Ann Polytechnic, and Permanent Secretary of the then Ministry of the Environment. Mr Tanis also a Board member of Changi Airport Group. He is the Special Advisor to Chairman, PUB, as wellas the Special Advisor to the Land Transport Authority, and a member of the Centre for Liveable CitiesPanel of Distinguished Advisors.

Mr Tan graduated with First Class Honours in Bachelor of Engineering (Civil) from the University ofMalaya in 1967, and a Master of Science in Systems Engineering from the University of Singaporein 1971. He was conferred an Honorary Degree of Doctor of Science from the University ofWestminster, UK in 1993, and an Honorary Doctorate in Engineering from Sheffield University, UKin 1995. In 2013, he was conferred an Honorary Degree of Doctor of Engineering by the NanyangTechnological University.

Mr Tan received the Public Administration Medal (Silver) in 1978 and a Special Award (Gold Medal)for Clean River Commemoration in 1987. He also received the Medal of Commendation at the NTUCMay Day Award in 2005, the President’s Award for the Environment in 2007 and the President’sScience and Technology Medal in 2015. Mr Tan was conferred the Meritorious Service Medal in 2001

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for his work as Permanent Secretary of the then Ministry of the Environment and the DistinguishedService Order in 2010 for his work as Chairman of PUB. In 2011, Mr Tan was conferred theDistinguished Engineering Alumni Award by the National University of Singapore, and the NUSSociety Distinguished and Outstanding Member Award by National University of Singapore in 2014.He was elected an Honorary Fellow of the Institution of Engineers, Singapore and awarded theLifetime Engineering Achievement Award in 2015. Mr Tan was also elected as a Fellow of theAcademy of Engineering, Singapore in 2012.

Prof Tan Kong Yam

Board Member

Prof Tan Kong Yam joined the Group in 2015 and is presently Professor of Economics at the NanyangTechnological University in Singapore.

Prior to joining NUS, Prof Tan worked at the Hoover Institution at Stanford University, World Bank,the Monetary Authority of Singapore, and was the Director of Research at the Ministry of Trade andIndustry in Singapore.

From June 2002 to June 2005, Prof Tan was a senior economist at the World Bank office in Beijingwhere he worked on issues of macro stabilisation, integration of the fragmented domestic market,banking reform, international trade and investment as well as regional inequality. In 2004, he was amember of the World Bank expert group on the eleventh five year plan (2006-2010) for the StateCouncil in China. The expert group provided analysis and policy recommendations on urbanisation,regional inequality, innovation policy, energy and water policy as well as strategy on banking reformto the Chinese government.

Prior to that, he was the chief economist of the Singapore government at the Ministry of Trade andIndustry and Head, Department of Business Policy, Faculty of Business Administration at NUS.

Prof Tan is a graduate of Princeton (1975-79, class of 1931 scholar, Paul Volcker Thesis prize) andStanford University (1980-83).

Mr Desmond Choo Pey Ching

Board Member

Mr Desmond Choo joined the Group in 2018 and is presently the Assistant Secretary General atNational Trades Union Congress (“NTUC”). He holds two key portfolios as Director of the YouthDevelopment Unit at NTUC, advocating young workers’ issues for Singapore’s largest youthmovement and Director at the Industrial Relations Department, driving industry transformation andproductivity. He is also the Executive Secretary of the Union of Telecoms Employees of Singapore.

Mr Choo is currently an elected Member of Parliament for Tampines Group RepresentativeConstituency and the Adviser to Tampines Changkat Grassroots Organisations. He is also the Mayorof North East District, overseeing social and community development for 18 constituencies.

Prior to joining NTUC, Mr Choo served in various roles in the Singapore Police Force (“SPF”),Ministry of Manpower and the private sector. His last position before taking up his NTUC appointmentwas Senior Vice President, Investments, of Kestrel Capital Pte Ltd. He was instrumental in leading theacquisition of La Liga’s Valencia CF and development of the non-profit Foundation of Valencia CF.He was on the Board of the Foundation of Valencia CF, advising the development of Hotel Footballin Manchester, UK.

Mr Choo was awarded the SPF Overseas Merit Scholarship in 1997 to read Economics at theUniversity of Chicago.

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Management

Mr Wong Heang Fine

Group CEO

See “—Board of Directors”, above.

Mr Teo Eng Cheong

CEO International (Singapore, Southeast Asia, North Asia)

Mr Teo Eng Cheong joined the Group as CEO (International) on 1 January 2016. He spearheads theGroup’s efforts to expand its international footprint in Singapore, Southeast Asia and North Asia. MrTeo also serves as a Director on SMEC’s Board, is a council member of NUS Business School’s ChinaBusiness Centre and a council member of the Singapore Manufacturing Federation.

Before joining the private sector, Mr Teo was a senior government official with the SingaporeAdministrative Service. From 2011 to 2015, he was CEO of International Enterprise Singapore (“IESingapore”), the lead government agency responsible for spearheading the overseas growth ofSingapore-based companies through trade and investments. Under his leadership, IE Singaporeestablished itself as the go-to agency for Singapore companies interested in various markets such asChina, India and Myanmar.

Prior to this, Mr Teo held several leadership positions in the Singapore Government, including as CEOof the Competition Commission of Singapore from 2008 to 2010 and Director-General of SingaporeCustoms from 2004 to 2007. In his earlier years, Mr Teo was involved in investment promotion in theEconomic Development Board, financial sector development in the Monetary Authority of Singapore,and government policy formulation in the then Ministry of Community Development, Youth andSports. He also spent two years in Suzhou working on the China-Singapore Suzhou Industrial Parkdevelopment. For his service with the government, he was awarded the Singapore National Day Medalfor Public Administration (Silver) in 2006.

Previously, Mr Teo also sat on the boards of IE Singapore, Singapore Cooperation Enterprise,Agri-Food & Veterinary Authority, Ascendas Funds Management (S) Limited, the ASEANInfrastructure Fund, Council for Private Education, Health Promotion Board, and Singapore SportsCouncil. He has also served on the Advisory Board of Singapore Management University’s Lee KongChian School of Business.

Mr Teo holds a Bachelor of Science (Economics) from NUS and a Master of Science (Economics) fromLondon School of Economics and Political Science. He is also a Lien Fellow with the Lien Ying ChowLegacy Fellowship.

Mr Hari Poologasundram

CEO International (Africa, Americas, ANZ, South Asia & Middle East), CEO, Australia & NewZealand

Mr Hari Poologasundram joined the Group in 2016 and is the CEO International of the Company. Inthis role, he leads the Group’s global presence in Africa, Americas, Australia and New Zealand(“ANZ”), South Asia and the Middle East.

Mr Poologasundram is also the CEO of SMEC, a multi-disciplinary infrastructure consultancybusiness. He has been an integral member of SMEC’s executive and leadership team since 1999. In

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his previous role, Mr Poologasundram was appointed CEO of SMEC’s ANZ Division after serving asCOO ANZ since 2012. Under his guidance and leadership, he has successfully driven the overallperformance and strategic growth of the ANZ operations, helping it mature and grow into a strongperforming division.

Mr Poologasundram has over 30 years of experience in planning, design and management of largeinfrastructure projects and over 18 years of operational management experience. His area of expertiseis in planning, design and management of large engineering infrastructure projects.

Mr Poologasundram holds a Bachelor of Science (Civil Engineering) and a Master’s of Science (CivilEngineering) from City University, London.

Mr Chong Lit Cheong

Group Chief Corporate Officer

Mr Chong Lit Cheong joined the Group in 2017 and is the Group Chief Corporate Officer of theCompany. He provides oversight across the group corporate services functions including humanresources, corporate administration, communications, branding, technology, innovations, legal andcompany secretariat. In addition, he oversees some of the Group initiatives including SJ Academy,Procurement and SJ Campus, as well as the Group’s growth in the Japanese market. Mr Chongcurrently holds directorships in Boustead Projects Ltd, an SGX-listed company and AETOS HoldingsPte Ltd.

Mr Chong brings with him a wealth of experience, having served as Senior Advisor, Strategic Projectsof CapitaLand Limited. Prior to this, he held several senior appointments in the CapitaLand Group asCEO CapitaLand Commercial Limited, CEO Regional Investments and Deputy Group Chief CorporateOfficer. Before joining CapitaLand in 2011, Mr Chong was CEO of IE Singapore from 2007 to 2011,the government agency promoting international trade and enterprise growth overseas, and CEO of JTCfrom 2001 to 2006. From 1998 to 2000, he was Managing Director of the National Science &Technology Board (now called A*STAR). He served in the Economic Development Board from 1986where he held several key appointments, including a posting to China as Deputy CEO of ChinaSingapore Suzhou Development Co Ltd, the master developer of Suzhou Industrial Park. For hisservice with the government, he was awarded the Public Service Medal (Gold) in 2017.

Mr Chong is a Mombusho (Colombo Plan) Scholar and holds a Bachelor of Engineering (Electronic)from the University of Tokyo. He completed an Advanced Management Programme at INSEAD inFrance in 1994 and the Tsinghua Executive Program in Shanghai, China, in 2004.

Mr Andy Atkin

Group Financial Controller

Mr Andy Atkin joined the Group in 2016 with the acquisition of SMEC. Having joined SMEC in 2007as General Manager Finance, he is currently the Group Financial Controller. In this role, Mr Atkin isresponsible for the financial management and systems of the Group. Mr Atkin is also a member of theGroup’s international Executive Committee and a Director on a number of boards within the Group.

Mr Atkin has 24 years of financial experience (12 years’ experience in chartered accounting andprofessional business services, and 12 years’ experience as Financial Controller, General Manager(Finance), Group Controller and Acting CFO within the SMEC and the Group’s global consultingbusiness).

Mr Atkin holds a Bachelor of Science Degree from the University of Newcastle-Upon-Tyne, UK, andis a Member of the Institute of Chartered Accountants in Australia as well as in England and Wales.

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Mr Seah Choo Meng

Senior Advisor, GCEO’s Office, Group Chief Compliance Officer and Chairman Of Threesixty CostManagement & Threesixty Contract Advisory

Mr Seah Choo Meng joined the Group in 2017. He is the Senior Advisor in Group CEO’s Office, andthe Group Chief Compliance Officer. He is responsible for ensuring that the Group’s policies andprocedures are compliant, in addition to other supervisory and oversight responsibilities.

Mr Seah is also the Chairman of Threesixty Cost Management Pte. Ltd. and Threesixty ContractAdvisory Pte. Ltd., both of which were formed under the Group. The two entities will oversee thebusiness thrust and development of Quantity Surveying and Contract Advisory services in all sectorsboth locally and internationally.

Mr Seah oversees the development of project management services including the development ofproject and construction management, and programme management expertise. He will also assistGroup CEO in charting future expansion plans for the Group’s multi-disciplinary services.

Mr Seah currently sits on the Board of public-listed Mapletree Industrial Trust Management and is aMember of its Audit & Risk Committee. He is also on the Board of Ren Ci Hospital and is Chairmanof its Building Committee.

Mr Seah also holds positions in various other organisations, including as Chairman of the ProgrammeAdvisory Committee of SIM University’s Building and Project Management Programme, member ofthe School Advisory Panel of the School of Science and Technology, Singapore, panel member of theStrata Titles Board, member of the Construction Adjudicator Accreditation Committee, theProfessional Conduct Panel and Senior Adjudicator of the Singapore Mediation Centre, SeniorAdjudicator at the Singapore Mediation Centre and member of the Inquiry Panel of the Law Societyof Singapore.

Mr Seah joins the Group with a varied background after having served as Chairman and Director ofLangdon & Seah Singapore Pte Ltd, and Arcadis Project Management Pte Ltd.

Ms Linda Lee

Group Chief Human Resource Officer

Ms Linda Lee joined the Group in 2015 and is Group Chief Human Resource Officer of the Companyand is responsible for leading and formulating the human resources strategy for the company.

Ms Lee is a seasoned human resources leader with more than 20 years of comprehensive experiencein human resources management. She is recognised for her strategic human resources leadership,strong project management skills and ability to execute in complex environments. Ms Lee is a forwardthinker who is able to anticipate, integrate and optimise teams to provide superior human resourcessolutions to help transform the business.

Due to her extensive experience leading various regional, functional and human resources leadershiproles in market-leading multinational companies including Lotus Development Asia Pacific and IBM,Ms Lee also possesses extensive experience in managing change across various transformationinitiatives spanning compensation and benefits programmes and design, human resources systems andtools, organisation redesign as well as lead talent management, performance management andleadership development.

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Mr Ian Van Dyk

Group Chief Technology Officer

Mr Ian Van Dyk joined the Group in 2016 and is the Company’s Group Chief Technology Officer(GCTO). Mr Van Dyk oversees the Group Technology Corporate Service, which includes ICTInfrastructure, IT Shared Services and Business Management Systems, whilst guiding the Group’stechnology strategy and operations.

A technology leader known for defining the requisite strategic vision to achieve business goals,Mr Van Dyk offers a blend of executive acumen, global team-building, and information technologysolution delivery aligned with strong return on investment and operational improvement. In his mostrecent role at SMEC, as Director of ICT, Mr Van Dyk built a responsive information technologyorganization and consistently delivered results by aligning technology initiatives with business goals,achieving substantial improvement to service delivery, standardization, and business systemsperformance.

Mr Van Dyk brings with him a wealth of experience, having served as Chief Information Officer forVelaVKE Engineers, and having previously held commercial and management leadership positions inBentley Systems and Graphic Engineering Solutions & Services.

Mr Van Dyk holds an MBA from the Graduate School of Business, University of Cape Town, and aBSc. (Hons) Information Systems degree from the University of South Africa.

Mr Yeo Choon Chong

CEO, Singapore Division

Mr Yeo Choon Chong joined the Group in 2016 and is Deputy CEO of Urban Development 1 (witheffect from 1 July 2018, CEO, Singapore Division) and concurrently Group Managing Director ofKTP. A veteran and qualified engineer with close to 30 years of experience in both domestic andinternational project management, infrastructure master planning and the architectural/engineeringconsultancy business, Mr Yeo manages building consultancy services, healthcare and KTP.

Mr Yeo is a keen advocate in setting industry standards in innovative design, sustainability andbuildability. He sits on Singapore’s Building and Construction Authority and several professionalcommittees in promoting these industry initiatives.

During the Middle East construction boom in 2011, Mr Yeo was involved in the construction of morethan 25 million square feet of developments in the span of six years. These notable mega projectsinclude The Dubai Mall, Festival City, Capital Plaza, Pearl Qatar.

Mr Yeo has also received numerous Buildability and DESEA (Design & Engineering Safety ExcellenceAward) awards for City Square Residences, Jurong Point, and Metropolis, amongst others. Thisprestigious award recognises engineers for their ingenious design processes, and solutions inovercoming project challenges to ensure safety in design, construction and maintenance of buildingprojects.

Mr Low Cher Ek

CEO and Global Lead, Township

Mr Low Cher Ek joined the Group when it was formed in 2015 and was part of the management ofSurbana prior to the merger of Surbana and JIH. He is currently the CEO and Global Lead, Townshipand is responsible for managing and growing the Group’s township business in Singapore andglobally. Mr Low has vast experience in the planning, designing and implementation of real estate. He

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leads a team of experienced professionals in the management and growth of this business in Singaporeas well as overseas. The Group has designed and built more than one million homes and was involvedin the planning of 26 townships in Singapore, and Mr Low is responsible for continuouslystrengthening the Group as the key consultant of Singapore’s internationally acclaimed public housingprogramme. He has also led the export of the Group’s affordable housing expertise to China, Brunei,Myanmar, Indonesia, and India. He also has a keen interest in design technology and is involved inthe adoption of building information modelling technology by the Group as well as in research anddevelopment projects.

Mr Low is currently a member of Singapore Institute of Architects, the Royal Institute of BritishArchitects, and the Building and Construction Authority’s Academy Advisory Panel. Mr Low is anappointed Industry Ambassador for the Building and Construction Authority, and an AUDE IndustryPartner. He also co-chairs the Integrated Digital Delivery Workgroup under Singapore’s ConstructionTransformation Roadmap initiative.

Prior to this, Mr Low was the Company’s Director of Architecture and Managing Director of thebuilding consultancy business, overseeing the Company’s consultancy practice and four key technicalservices (architecture, mechanical and electrical engineering, civil and structural engineering, andquantity surveying) both locally and overseas.

Before joining the Group, Mr Low was with HDB and held senior positions in planning, design, andconstruction. He was also involved in policy planning and implementation of HDB’s estate upgradingprogrammes.

Mr Low holds an honours degree in Architecture from NUS, and is registered with the SingaporeBoard of Architects.

Er. Loh Yan Hui

CEO and Global Lead, Aviation

Er. Loh Yan Hui joined the Group in 2015 is the CEO and Global Lead, Aviation. He is responsiblefor developing the aviation business of the Group globally, including delivering on Surbana Jurong’sChangi Airport Terminal 5 related projects. Er. Loh was also appointed to the SMEC Board in 2016following the acquisition of SMEC by the Group.

Previously, as the Company’s Deputy CEO, Infrastructure, he directed and managed the operationalactivities of the Infrastructure business within Singapore and provides technical resources to theGroup’s overseas divisions to support infrastructure project procurement and deliveries. Er. Loh hasmore than 38 years’ experience in the infrastructure industry and has been a registered ProfessionalEngineer (Singapore) since 1990. He led a multi-disciplinary team of more than 600 staff in theCompany. Some of his key projects were the Waterway@Punggol, Singapore’s first man-made majorwaterway that runs through the Punggol Eco-Town, the Pulau Tekong reclamation project, the PasirPanjang Terminal Phases 3 & 4 reclamation project, and Tuas Terminal Phases 1 & 2 reclamationprojects, amongst others. He has contributed in research and development projects and publishedtechnical papers in international conferences and journals.

Er. Loh currently serves as a Department Consultative Committee Member of NUS’s Department ofCivil & Environmental Engineering. Er. Loh served as a member of the Singapore Team which playedan important role in the resolution of the Pulau Tekong reclamation bilateral dispute with Malaysia,and the Technical Evaluation Panel for the 1st Sustainable Urban Living call for proposals underSingapore’s Ministry of National Development Research Fund. Er. Loh was also a Reviewer forresearch proposals for the Marine Science Research & Development Programme.

Er. Loh was awarded the inaugural MND Minister’s (Team) Award in 2006 for contribution as amember of the Singapore’s “Settlement Agreement” team. He was also awarded the Ministry of

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Transport Minister’s Innovation Award (Distinguished Award) in 2008 and 2011, and Ministry ofTransport Minister’s Innovation Award (Merit Award) in 2010 and 2011. He was a member of theGroup’s teams that won the Top 50 Engineering Feats @ IES-SG50 Award 2016 for My Waterway @Punggol and Pasir Panjang Terminal Phases 3 & 4 Development.

Mr Michael Ng

CEO, North Asia

Mr Michael Ng joined the Group in 2016 and heads up the North Asia division of the Group. He isresponsible for the overall delivery, leadership and development of the division across mainlandChina, Hong Kong, Macau, Taiwan and other parts of North Asia including Korea, Mongolia andRussia.

Before joining the Group, Mr Ng spent the initial 20 years of his career in the information andcommunications technology industry with portfolios ranging from telecommunications, managedservices and smart city solutions to emerging technologies such as machine to machine and theinternet of things. Mr Ng has held several senior appointments in SingTel Group and StarHub Ltd,heading business units for Managed Services, Global Enterprise Sales, Solution Sales, EnterpriseMobility, Partnership & Alliances, Product, Delivery and Operations. He has accumulated vastexperience in managing global teams of diverse backgrounds and competencies in more than 20countries.

Mr Ng holds a Bachelor of Science (BSc)(Hons) from National University of Singapore. He also holdsseveral technical design certifications in Network and Unified Communications from Avaya, Norteland Cisco.

Mr Allan Teo

COO, Southeast Asia

Mr Allan Teo joined the Group in 2015 and leads the Southeast Asia division business for theCompany, and is concurrently the Managing Director of KTP Civil & Structural Sdn Bhd. Mr Teo hasclose to 30 years of experience in both domestic and international architectural and engineeringconsultancy business. During his career, Mr Teo has successfully delivered projects in Singapore,Malaysia, China, the Middle East, Myanmar, Vietnam, Indonesia and the United States. His area ofexpertise is in the design and execution of large-scale multidisciplinary complex projects. Mr Teo’sprojects have won the DESEA (Design & Engineering Safety Excellence Award) from Singapore’sBuilding and Construction Authority.

Mr Teo holds a Bachelor of Civil Engineering (Honours) and a Master of Science in Engineering fromthe University of Texas, and a Master of Science in Geotechnical Engineering from NUS. He is aregistered Professional Engineer with both the Professional Engineers Board in Singapore andMalaysia. Mr Teo is also a registered Accredited Checker in Singapore.

Dr Uma Maheswaran

COO, South Asia and Middle East

Dr Uma Maheswaran joined the Group when it was formed in 2015 and was part of the managementof JIH prior to the merger of Surbana and JIH. He is currently the Company’s Chief Operating Officer,South Asia and Middle East, a role he has held since 2016. He has also held the role of CEO andManaging Director for Surbana Jurong India since 2012. Dr Uma has more than 10 years ofmanagement experience across various organisations. Dr Uma leads sustainability as a core businessvalue proposition across the Group. In his previous role, he also spearheaded the sustainable urbansolutions division in the then Jurong Consultants.

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Dr Uma was the winner of the “Inaugural Young Green Building Individual award” and has served asthe Nominated Industry Ambassador for sustainability by Singapore’s Building and ConstructionAuthority. He holds a doctorate in building science and is a well-recognised professional in the fieldof sustainability across the region.

Dr Tom Marshall

COO, Africa

Dr Tom Marshall joined the Group in 2016 and leads the Africa Division within the Company andSMEC. In his current role, Dr Marshall is responsible for providing leadership and strategic directionto the Group’s operations throughout Africa. He has 37 years’ experience in civil engineering design,construction supervision and management of multi-disciplinary engineering teams throughoutSouthern Africa. He also has extensive experience in rail and road infrastructure including tunnelling,urban development and water supply schemes. Dr Marshall joined SMEC in 1982.

Dr Marshall holds a Bachelor of Engineering (Civil) and a Master of Engineering (Geotechnics andTransportation) from the University of Stellenbosch, South Africa and a Doctor of Engineering(Engineering Management) from the University of Johannesburg, South Africa.

Mr George Lasek

COO, Americas

Mr George Lasek joined the Group in 2016 and leads the Group’s operations in the Americas. As ChiefOperating Officer (COO), Americas Division, Mr Lasek drives growth in markets in North, Centraland Latin America.

Mr Lasek joined SMEC in 2011 and was appointed COO, Americas in 2017 after serving as COO,South Asia Middle East since 2015. Prior to this, he held the role of Managing Director, SMEC Indiaand Regional Manager, India and Bhutan. Mr Lasek has over 30 years of experience in both the privateand public sectors and has proven ability to operate effectively at both operational and strategic levelswithin large, complex business environments.

Mr Lasek holds a Bachelor of Engineering from the University of Wollongong.

Mr Kalai Chelvan Arumugam

COO (Special Projects)

Mr Kalai Arumugam joined the Group in 2016 and is the Company’s Chief Operating Officer (SpecialProjects). He joined SMEC in 1993 and was appointed Chief Operating Officer for Asia Pacific in2014. In his current role, Mr Arumugam manages major complex projects in and across Singapore,Southeast Asia and North Asia. Prior to this, he led the Southeast Asia division business for SurbanaJurong.

Mr Arumugam has over 29 years of engineering experience in both the public and private sectors, anda strong background in business development and project management. His technical expertiseincludes design of access roads and highways, hydropower schemes and development; valueengineering for major projects; and contracts administration.

Mr Arumugam holds a civil engineering degree and a diploma in financial management.

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TAXATION

The statements herein regarding taxation are based on the laws (including certain aspects of currenttax laws in Singapore and administrative guidelines and circulars issued by the Monetary Authorityof Singapore (the ”MAS”) and Inland Revenue Authority of Singapore (”IRAS”)) in force as at thedate of this Offering Circular and are subject to any changes in such laws, administrative guidelinesor circulars, or the interpretation of those laws, guidelines or circulars, occurring after such date,which changes could be made on a retroactive basis. These laws guidelines and circulars are alsosubject to various interpretations and the relevant tax authorities or the courts could later disagreewith the explanations or conclusions set out below. Neither these statements nor any other statementsin this Offering Circular are intended or are to be regarded as advice on the tax position of any holderof the Instruments or of any person acquiring, selling or otherwise dealing with the Instruments or onany tax implications arising from the acquisition, sale or other dealings in respect of the Instruments.The statements made herein do not purport to be a comprehensive or exhaustive description of all thetax considerations that may be relevant to a decision to subscribe for, purchase, own or dispose of theInstruments and do not purport to deal with the tax consequences applicable to all categories ofinvestors, some of which (such as dealers in securities or financial institutions in Singapore whichhave been granted the relevant Financial Sector Incentive(s)) may be subject to special rules or taxrates. Prospective holders of the Instruments are advised to consult their own professional taxadvisers as to the Singapore or other tax consequences of the acquisition, ownership of or disposalof the Instruments, including, in particular, the effect of any foreign, state or local tax laws to whichthey are subject. It is emphasised that none of the relevant Issuer, the Arranger and any other personsinvolved in the Programme accepts responsibility for any tax effects or liabilities resulting from thesubscription for, purchase, holding or disposal of the Instruments.

In addition, the disclosure below is on the assumption that the IRAS regards each tranche of theSecurities as “debt securities” for the purposes of the Income Tax Act, Chapter 134 of Singapore (the“ITA”) and that distribution payments made under each tranche of the Securities will be regarded asinterest payable on indebtedness and holders thereof may therefore enjoy the tax concessions andexemptions available for qualifying debt securities, provided that the other conditions for thequalifying debt securities scheme are satisfied. If any tranche of the Securities is not regarded as “debtsecurities” for the purposes of the ITA and holders thereof are not eligible for the tax concessionsunder the qualifying debt securities scheme, the tax treatment to holders may differ. Investors andholders of any tranche of the Securities should consult their own accounting and tax advisers regardingthe Singapore income tax consequences of their acquisition, holding and disposal of any tranche of theSecurities.

Singapore Taxation

Interest and Other Payments

Subject to the following paragraphs, under Section 12(6) of the ITA, the following payments aredeemed to be derived from Singapore:

(a) any interest, commission, fee or any other payment in connection with any loan or indebtednessor with any arrangement, management, guarantee, or service relating to any loan or indebtednesswhich is (i) borne, directly or indirectly, by a person resident in Singapore or a permanentestablishment in Singapore (except in respect of any business carried on outside Singaporethrough a permanent establishment outside Singapore or any immovable property situatedoutside Singapore) or (ii) deductible against any income accruing in or derived from Singapore;or

(b) any income derived from loans where the funds provided by such loans are brought into or usedin Singapore.

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Such payments, where made to a person not known to the paying party to be a resident in Singaporefor tax purposes, are generally subject to withholding tax in Singapore. The rate at which tax is to bewithheld for such payments to non-resident persons (other than non-resident individuals) is currently17 per cent. The applicable rate for non-resident individuals is currently 22 per cent. However, if thepayment is derived by a person not resident in Singapore otherwise than from any trade, business,profession or vocation carried on or exercised by such person in Singapore and is not effectivelyconnected with any permanent establishment in Singapore of that person, the payment is subject to afinal withholding tax of 15 per cent. The rate of 15 per cent. may be reduced by applicable tax treaties.

However, certain Singapore-sourced investment income derived by individuals from financialinstruments is exempt from tax, including:

(a) interest from debt securities derived on or after 1 January 2004;

(b) discount income (not including discount income arising from secondary trading) from debtsecurities derived on or after 17 February 2006; and

(c) prepayment fee, redemption premium or break cost from debt securities derived on or after 15February 2007,

except where such income is derived through a partnership in Singapore or is derived from thecarrying on of a trade, business or profession.

In addition, as the Programme as a whole is arranged by DBS Bank Ltd., which is a Financial SectorIncentive (Capital Market) Company or a Financial Sector Incentive (Standard Tier) Company (asdefined in the ITA) at such time, any tranche of the Instruments (the “Relevant Instruments ”) issuedas debt securities under the Programme during the period from the date of this Offering Circular to31 December 2023 would be, pursuant to the ITA and the MAS Circular FDD Cir 11/2018 entitled“Extension of Tax Concessions for Promoting the Debt Market” issued by MAS on May 31, 2018 (the“MAS Circular”), qualifying debt securities (“QDS”) pursuant to the ITA, to which the followingtreatment shall apply:

(i) subject to certain prescribed conditions having been fulfilled (including the furnishing by therelevant Issuer, or such other person as MAS may direct, to MAS of a return on debt securitiesfor the Relevant Instruments in the prescribed format within such period as MAS may specifyand such other particulars in connection with the Relevant Instruments as MAS may require, andthe inclusion by the relevant Issuer in all offering documents relating to the Relevant Instrumentsof a statement to the effect that where interest, discount income, prepayment fee, redemptionpremium or break cost from the Relevant Instruments is derived by a person who is not residentin Singapore and who carries on any operation in Singapore through a permanent establishmentin Singapore, the tax exemption for qualifying debt securities shall not apply if the non-residentperson acquires the Relevant Instruments using the funds and profits of such person’s operationsthrough the Singapore permanent establishment), interest, discount income (not includingdiscount income arising from secondary trading), prepayment fee, redemption premium andbreak cost (collectively, the “Qualifying Income”) from the Relevant Instruments paid by therelevant Issuer and derived by a holder who is not resident in Singapore and who (aa) does nothave any permanent establishment in Singapore or (bb) carries on any operation in Singaporethrough a permanent establishment in Singapore but the funds used by that person to acquire theRelevant Instruments are not obtained from such person’s operation through a permanentestablishment in Singapore, are exempt from Singapore tax;

(ii) subject to certain conditions having been fulfilled (including the furnishing by the relevantIssuer, or such other person as MAS may direct, to MAS of a return on debt securities in respectof the Relevant Instruments in the prescribed format within such period as MAS may specify andsuch other particulars in connection with the Relevant Instruments as MAS may require),

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Qualifying Income from the Relevant Instruments paid by the relevant Issuer and derived by anycompany or body of persons (as defined in the ITA) in Singapore is subject to income tax at aconcessionary rate of 10 per cent. (except for holders of the relevant Financial SectorIncentive(s) who may be taxed at different rates); and

(iii) subject to:

(a) the relevant Issuer including in all offering documents relating to the Relevant Instrumentsa statement to the effect that any person whose interest, discount income, prepayment fee,redemption premium or break cost derived from the Relevant Instruments is not exemptfrom tax shall include such income in a return of income made under the ITA; and

(b) the furnishing by the relevant Issuer, or such other person as MAS may direct, to MAS ofa return on debt securities for the Relevant Instruments in the prescribed format within suchperiod as MAS may specify and such other particulars in connection with the RelevantInstruments as MAS may require,

payments of Qualifying Income derived from the Relevant Instruments are not subject towithholding of tax by the relevant Issuer.

Notwithstanding the foregoing:

(a) if during the primary launch of any tranche of the Relevant Instruments, the RelevantInstruments of such tranche are issued to less than four persons and 50 per cent. or more of theissue of such Relevant Instruments is beneficially held or funded, directly or indirectly, byrelated parties of the relevant Issuer, such Relevant Instruments would not qualify as QDS; and

(b) even though a particular tranche of the Relevant Instruments are QDS, if at any time during thetenure of such tranche of the Relevant Instruments, 50 per cent. or more of such RelevantInstruments which are outstanding at any time during the life of their issue is beneficially heldor funded, directly or indirectly, by any related party(ies) of the relevant Issuer, QualifyingIncome derived from such Relevant Instruments held by:

(i) any related party of the relevant Issuer; or

(ii) any other person where the funds used by such person to acquire such Relevant Instrumentsare obtained, directly or indirectly, from any related party of the relevant Issuer,

shall not be eligible for the tax exemption or concessionary rate of tax as described above.

The term “related party”, in relation to a person, means any other person who, directly or indirectly,controls that person, or is controlled, directly or indirectly, by that person, or where he and that otherperson, directly or indirectly, are under the control of a common person.

The terms “break cost”, “prepayment fee” and “redemption premium” are defined in the ITA asfollows:

(a) ”break cost”, in relation to debt securities and qualifying debt securities, means any fee payableby the issuer of the securities on the early redemption of the securities, the amount of which isdetermined by any loss or liability incurred by the holder of the securities in connection withsuch redemption;

(b) ”prepayment fee”, in relation to debt securities and qualifying debt securities, means any feepayable by the issuer of the securities on the early redemption of the securities, the amount ofwhich is determined by the terms of the issuance of the securities; and

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(c) ”redemption premium”, in relation to debt securities and qualifying debt securities, means anypremium payable by the issuer of the securities on the redemption of the securities upon theirmaturity.

References to “break cost”, “prepayment fee” and “redemption premium” in this Singapore taxdisclosure have the same meaning as defined in the ITA.

Where interest, discount income, prepayment fee, redemption premium or break cost (i.e. theQualifying Income) is derived from the Relevant Instruments by any person who is not resident inSingapore and who carries on any operations in Singapore through a permanent establishment inSingapore, the tax exemption available for QDS under the ITA (as mentioned above) shall not applyif such person acquires such Relevant Instruments using the funds and profits of such person’soperations through a permanent establishment in Singapore. Any person whose interest, discountincome, prepayment fee, redemption premium or break cost (i.e. the Qualifying Income) derived fromthe Relevant Instruments is not exempt from tax (including for the reasons described above) shallinclude such income in a return of income made under the ITA.

Under the Qualifying Debt Securities Plus Scheme (“QDS Plus Scheme”), subject to certainconditions having been fulfilled (including the furnishing by the issuer, or such other person as MASmay direct, to MAS of a return on debt securities in respect of the QDS in the prescribed format withinsuch period as MAS may specify and such other particulars in connection with the QDS as MAS mayrequire), income tax exemption is granted on Qualifying Income derived by any investor from QDS(excluding Singapore Government Securities) which:

(a) are issued during the period from 16 February 2008 to 31 December 2018;

(b) have an original maturity of not less than 10 years;

(c) cannot have their tenure shortened to less than 10 years from the date of their issue, exceptwhere:

(i) the shortening of the tenure is a result of any early termination pursuant to certain specifiedearly termination clauses which the relevant issuer included in any offering document forsuch QDS; and

(ii) the QDS do not contain any call, put, conversion, exchange or similar option that can betriggered at specified dates or at specified prices which have been priced into the value ofthe QDS at the time of their issue; and

(d) cannot be re-opened with a resulting tenure of less than 10 years to the original maturity date.

However, even if a particular tranche of the Relevant Instruments are QDS which qualify under theQDS Plus Scheme, if, at any time during the tenure of such tranche of Relevant Instruments, 50 percent. or more of such Relevant Instruments which are outstanding at any time during the life of theirissue is beneficially held or funded, directly or indirectly, by any related party(ies) of the relevantIssuer, Qualifying Income from such Relevant Instruments derived by:

(i) any related party of the relevant Issuer; or

(ii) any other person where the funds used by such person to acquire such Relevant Instruments areobtained, directly or indirectly, from any related party of the relevant Issuer,

shall not be eligible for the tax exemption under the QDS Plus Scheme as described above.

Pursuant to the Singapore Budget Statement 2018 and the MAS Circular, the QDS Plus Scheme willbe allowed to lapse after 31 December 2018, but debt securities with tenures of at least 10 years whichare issued on or before 31 December 2018 can continue to enjoy the tax concessions under the QDSPlus Scheme if the conditions of such scheme as set out above are satisfied.

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Capital Gains

Any gains considered to be in the nature of capital made from the sale of the Instruments will not betaxable in Singapore. However, any gains derived by any person from the sale of the Instrumentswhich are gains from any trade, business, profession or vocation carried on by that person, if accruingin or derived from Singapore, may be taxable as such gains are considered revenue in nature.

Holders of the Instruments who apply or are required to apply Singapore Financial Reporting Standard(“FRS”) 39 or FRS 109 may for Singapore income tax purposes be required to recognise gains orlosses (not being gains or losses in the nature of capital) on the Instruments, irrespective of disposal,in accordance with FRS 39 or FRS 109. Please see the section below on “Adoption of FRS 39 and FRS109 for Singapore Income Tax Purposes”.

Adoption of FRS 39 and FRS 109 for Singapore Income Tax Purposes

Section 34A of the ITA provides for the tax treatment for financial instruments in accordance with FRS39 (subject to certain exceptions and “opt-out” provisions) to taxpayers who are required to complywith FRS 39 for financial reporting purposes. The IRAS has also issued a circular entitled “IncomeTax Implications Arising from the Adoption of FRS 39 - Financial Instruments: Recognition andMeasurement”. FRS 109 is mandatorily effective for annual periods beginning on or after 1 January2018, replacing FRS 39. Section 34AA of the ITA requires taxpayers who comply or who are requiredto comply with FRS 109 for financial reporting purposes to calculate their profit, loss or expense forSingapore income tax purposes in respect of financial instruments in accordance with FRS 109,subject to certain exceptions. The IRAS has also issued a circular entitled “Income Tax: Income TaxTreatment Arising from Adoption of FRS 109 — Financial Instruments”.

Holders of the Instruments who may be subject to the tax treatment under Sections 34A or 34AA ofthe ITA should consult their own accounting and tax advisers regarding the Singapore income taxconsequences of their acquisition, holding or disposal of the Instruments.

Estate Duty

Singapore estate duty has been abolished with respect to all deaths occurring on or after 15 February2008.

Proposed Financial Transaction Tax (“FTT”)

On 14 February 2013, the European Commission published a proposal (the “Commission’sProposal”) for a Directive for a common FTT in Belgium, Germany, Estonia, Greece, Spain, France,Italy, Austria, Portugal, Slovenia and Slovakia (each, other than Estonia, the “participating MemberStates”). However, Estonia has ceased to participate.

The Commission’s Proposal has very broad scope and could, if introduced, apply to certain dealingsin Instruments (including secondary market transactions) in certain circumstances. The issuance andsubscription of Instruments should, however, be exempt.

Under the Commission’s Proposal the FTT could apply in certain circumstances to persons both withinand outside of the participating Member States. Generally, it would apply to certain dealings inInstruments where at least one party is a financial institution, and at least one party is established ina participating Member State. A financial institution may be, or be deemed to be, “established” in aparticipating Member State in a broad range of circumstances, including: (a) by transacting with aperson established in a participating Member State or; (b) where the financial instrument which issubject to the dealings is issued in a participating Member State.

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However, the FTT proposal remains subject to negotiation between the participating Member States.

It may therefore be altered prior to any implementation, the timing of which remains unclear.

Additional EU Member States may decide to participate.

Prospective holders of Instruments are advised to seek their own professional advice in relation to the

FTT.

Foreign Account Tax Compliance Act Withholding

Pursuant to certain provisions of the U.S. Internal Revenue Code of 1986, commonly known as

FATCA, a “foreign financial institution” may be required to withhold on certain payments it makes

(“foreign passthru payments”) to persons that fail to meet certain certification, reporting, or related

requirements. Each of the relevant Issuers may be a foreign financial institution for these purposes.

A number of jurisdictions (including Singapore) have entered into, or have agreed in substance to,

intergovernmental agreements with the United States to implement FATCA (“IGAs”), which modify

the way in which FATCA applies in their jurisdictions. Under the provisions of IGAs as currently in

effect, a foreign financial institution in an IGA jurisdiction would generally not be required to

withhold under FATCA or an IGA from payments that it makes.

Certain aspects of the application of these rules to instruments such as the Instruments, including

whether withholding would ever be required pursuant to FATCA or an IGA with respect to payments

on instruments such as the Instruments, are uncertain and may be subject to change. Even if

withholding would be required pursuant to FATCA or an IGA with respect to payments on instruments

such as the Instruments, such withholding would not apply prior to 1 January 2019 and Instruments

issued on or prior to the date that is six months after the date on which final regulations defining

“foreign passthru payments” are filed with the U.S. Federal Register generally would be

“grandfathered” for purposes of FATCA withholding unless materially modified after such date

(including by reason of a substitution of the Issuer). However, if additional Instruments (as described

under Condition 19 of the Notes and Condition 17 of the Securities) that are not distinguishable from

previously issued Instruments are issued after the expiration of the grandfathering period and are

subject to withholding under FATCA, then withholding agents may treat all Instruments, including the

Instruments offered prior to the expiration of the grandfathering period, as subject to withholding

under FATCA. In the event any withholding would be required pursuant to FATCA or an IGA with

respect to payments on the Instruments, no person will be required to pay additional amounts as a

result of the withholding.

Noteholders and Securityholders should consult their own tax advisers regarding how these rules may

apply to their investment in the Instruments.

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SUBSCRIPTION AND SALE

The Dealers have, in the “Dealer Agreement” dated 14 September 2018, agreed with the Company abasis upon which they or any of them may from time to time agree to purchase Instruments. Any suchagreement will extend to those matters stated (in the case of Notes) under “Form of the Notes” and“Terms and Conditions of the Notes” or (in the case of Securities) under “Form of the Securities” and“Terms and Conditions of the Securities”. In the Dealer Agreement, the Company has agreed toreimburse the Dealers for certain of their expenses in connection with the establishment and any futureupdate of the Programme and the issue of Instruments under the Programme and to indemnify theDealers against certain liabilities incurred by them in connection therewith.

The Arranger, the Dealers or any of their respective affiliates may have performed certain banking andadvisory services for each of the Company and any Subsidiary Issuer and/or their respective affiliatesfrom time to time for which they have received customary fees and expenses and may, from time totime, engage in transactions with and perform services for the Company and any Subsidiary Issuerand/or their respective affiliates in the ordinary course of the Company’s or any Subsidiary Issuer’sbusiness. The relevant Issuer may from time to time agree with the relevant Dealer(s) that the relevantIssuer may pay certain third parties (including, without limitation, rebates to private banks asspecified in the applicable Pricing Supplement).

The Dealers and their affiliates are full service financial institutions engaged in various activitieswhich may include securities trading, commercial and investment banking, financial advice,investment management, principal investment, hedging, financing and brokerage activities. Each ofthe Dealers may have engaged in, and may in the future engage in, investment banking and othercommercial dealings in the ordinary course of business with the relevant Issuer or its subsidiaries,jointly controlled entities or associated companies and may be paid fees in connection with suchservices from time to time. In the ordinary course of their various business activities, the Dealers andtheir affiliates may make or hold (on their own account, on behalf of clients or in their capacity ofinvestment advisers) a broad array of investments and actively trade debt and equity securities (orrelated derivative securities) and financial instruments (including bank loans) for their own accountand for the accounts of their customers and may at any time hold long and short positions in suchsecurities and instruments and enter into other transactions, including credit derivatives (such as assetswaps, repackaging and credit default swaps) in relation thereto. Such transactions, investments andsecurities activities may involve securities and instruments of the relevant Issuer or its subsidiaries,jointly controlled entities or associated companies, including Instruments issued under theProgramme, may be entered into at the same time or proximate to offers and sales of Instruments orat other times in the secondary market and be carried out with counterparties that are also purchasers,holders or sellers of Instruments. Instruments issued under the Programme may be purchased by or beallocated to any Dealer or an affiliate for asset management and/or proprietary purposes whether ornot with a view to later distribution. Such persons do not intend to disclose the extent of any suchinvestment or transactions otherwise than in accordance with any legal or regulatory obligation to doso.

United States

Category 1

In respect of Instruments offered or sold in reliance on Category 1 as specified in the applicablePricing Supplement, the Instruments have not been and will not be registered under the Securities Actor with any securities regulatory authority of any state or other jurisdictions of the United States, andare subject to U.S. tax law requirements. The Notes or Perpetual Securities may not be offered or soldwithin the United States except pursuant to an exemption from, or in a transaction not subject to, theregistration requirements of the Securities Act. Each Dealer appointed under the Programme will berequired to represent and agree that it has not offered or sold, and will not offer or sell, any

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Instruments constituting part of its allotment except in accordance with Rule 903 of Regulation Sunder the Securities Act. In addition, until 40 days after the commencement of any offering, an offeror sale of Notes from that offering within the United States by any dealer whether or not participatingin the offering may violate the registration requirements of the Securities Act.

Category 2

In respect of Instruments offered or sold in reliance on Category 2 as specified in the applicablePricing Supplement, the Instruments have not been and will not be registered under the Securities Actand may not be offered within the United States to, or for the account or benefit of, U.S. personsexcept in certain transactions exempt from the registration requirements of the Securities Act. EachDealer has represented and agreed, and each further Dealer appointed under the Programme will berequired to represent and agree that it will not offer, sell or deliver such Instruments: (i) as part of itsdistribution at any time; or (ii) otherwise until 40 days after the completion of the distribution, asdetermined and certified by the relevant Dealer or, in the case of an issue of Instruments on asyndicated basis, the relevant lead manager, of all Instruments of the Tranche of which suchInstruments are a part, within the United States or to, or for the account or benefit of, U.S. persons.Each Dealer has agreed, and each further Dealer appointed under the Programme will agree that it willsend to each dealer to which it sells any Instruments during the distribution compliance period aconfirmation or other notice setting forth the restrictions on offers and sales of the Instruments withinthe United States or to, or for the account or benefit of, U.S. persons. Terms used in this paragraphhave the meanings given to them by Regulation S under the Securities Act.

Until 40 days after the commencement of the offering of any Series of Instruments, an offer or saleof such Instruments within the United States by any dealer (whether or not participating in theoffering) may violate the registration requirements of the Securities Act if such offer or sale is madeotherwise than in accordance with an available exemption from registration under the Securities Act.

The Instruments in bearer form are subject to U.S. tax law requirements and may not be offered, soldor delivered within the United States or its possessions or to a United States person, except in certaintransactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings givento them by the U.S. Internal Revenue Code of 1986 and regulations promulgated thereunder. Theapplicable Pricing Supplement will identify whether TEFRA C rules or TEFRA D rules apply orwhether TEFRA is not applicable.

Public Offer Selling Restriction under the Prospectus Directive

Unless the Pricing Supplement in respect of any Instruments specifies the “Prohibition of Sales toEEA Retail Investors” as “Not Applicable”, each Dealer has represented and agreed, and each furtherDealer appointed under the Programme will be required to represent and agree, that it has not offered,sold or otherwise made available and will not offer, sell or otherwise make available any Instrumentswhich are the subject of the offering contemplated by this Offering Circular as completed by thePricing Supplement in relation thereto to any retail investor in the European Economic Area. For thepurposes of this provision:

(a) the expression “retail investor” means a person who is one (or more) of the following:

(i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,“MiFID II”); or

(i) a customer within the meaning of Directive 2002/92/EC (as amended), where that customerwould not qualify as a professional client as defined in point (10) of Article 4(1) of MiFIDII; or

(ii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the “ProspectusDirective”); and

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(b) the expression “offer” includes the communication in any form and by any means of sufficientinformation on the terms of the offer and the Instruments to be offered so as to enable an investorto decide to purchase or subscribe the Instruments.

If the Pricing Supplement in respect of any Instruments specifies “Prohibition of Sales to EEA RetailInvestors” as “Not Applicable”, in relation to each Member State of the EEA which has implementedthe Prospectus Directive (each, a “Relevant Member State”), each Dealer has represented and agreed,and each further Dealer appointed under the Programme will be required to represent and agree, thatwith effect from and including the date on which the Prospectus Directive is implemented in thatRelevant Member State (the “Relevant Implementation Date”) it has not made and will not make anoffer of Instruments which are the subject of the offering contemplated by this Offering Circular ascompleted by the applicable Pricing Supplement in relation thereto to the public in that RelevantMember State except that it may, with effect from and including the Relevant Implementation Date,make an offer of such Instruments to the public in that Relevant Member State:

(i) if the Pricing Supplement in relation to the Instruments specifies that an offer of thoseInstruments may be made other than pursuant to Article 3(2) of the Prospectus Directive in thatRelevant Member State (a “Non-exempt Offer”), following the date of publication of aprospectus in relation to such Instruments which has been approved by the competent authorityin that Relevant Member State or, where appropriate, approved in another Relevant MemberState and notified to the competent authority in that Relevant Member State, provided that anysuch offering circular has subsequently been completed by the final terms contemplating suchNon-exempt Offer, in accordance with the Prospectus Directive, in the period beginning andending on the dates specified in such prospectus or final terms, as applicable and the relevantIssuer has consented in writing to its use for the purpose of that Non-exempt Offer;

(i) at any time to any legal entity which is a qualified investor as defined in the ProspectusDirective;

(ii) at any time to fewer than 150 natural or legal persons (other than qualified investors as definedin the Prospectus Directive) subject to obtaining the prior consent of the relevant Dealer orDealers nominated by the relevant Issuer for any such offer; or

(iii) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Instruments referred to in (ii) to (iv) above shall require the relevantIssuer or any Dealer to publish an offering circular pursuant to Article 3 of the Prospectus Directiveor supplement an offering circular pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression “an offer of Instruments to the public” in relationto any Instruments in any Relevant Member State means the communication in any form and by anymeans of sufficient information on the terms of the offer and the Instruments to be offered so as toenable an investor to decide to purchase or subscribe the Instruments, as the same may be varied inthat Member State by any measure implementing the Prospectus Directive in that Member State.

Selling Restrictions Addressing Additional United Kingdom Securities Laws

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme willbe required to represent and agree, that:

(a) in relation to any Instruments which have a maturity of less than one year: (i) it is a person whoseordinary activities involve it in acquiring, holding, managing or disposing of investments (asprincipal or agent) for the purposes of its business; and (ii) it has not offered or sold and willnot offer or sell any Instruments other than to persons whose ordinary activities involve them inacquiring, holding, managing or disposing of investments (as principal or as agent) for the

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purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or

dispose of investments (as principal or agent) for the purposes of their businesses where the issue

of the Instruments would otherwise constitute a contravention of Section 19 of FSMA by the

relevant Issuer or the Guarantor;

(b) it has only communicated or caused to be communicated and will only communicate or cause to

be communicated an invitation or inducement to engage in investment activity (within the

meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any

Instruments in circumstances in which Section 21(1) of the FSMA does not apply to the relevant

Issuer or the Guarantor; and

(c) it has complied and will comply with all applicable provisions of the FSMA with respect toanything done by it in relation to any Instruments in, from or otherwise involving the UnitedKingdom.

Hong Kong

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme willbe required to represent and agree that:

(a) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document,any Instruments (except for Instruments which are a “structured product” as defined in theSecurities and Futures Ordinance (Cap. 571) of Hong Kong (“SFO”)) other than: (i) to“professional investors” as defined in the SFO; or (ii) in other circumstances which do not resultin the document being a “prospectus” as defined in the Companies (Winding Up andMiscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offerto the public within the meaning of that Ordinance; and

(b) it has not issued or had in its possession for the purposes of issue, and will not issue or have inits possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement,invitation or document relating to the Instruments, which is directed at, or the contents of whichare likely to be accessed or read by, the public of Hong Kong (except if permitted to do so underthe securities laws of Hong Kong) other than with respect to Instruments which are or areintended to be disposed of only to persons outside Hong Kong or only to “professional investors”as defined in the SFO and any rules made thereunder.

Singapore

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme willbe required to acknowledge, that this Offering Circular has not been registered as a prospectus withthe MAS and the Instruments will be offered pursuant to exemptions under the SFA. Accordingly, eachDealer has represented and agreed, and each further Dealer appointed under the Programme will berequired to represent and agree that it has not offered or sold any Instruments or caused theInstruments to be made the subject of an invitation for subscription or purchase and will not offer orsell any Instruments or cause the Instruments to be made the subject of an invitation for subscriptionor purchase, and has not circulated or distributed, nor will it circulate or distribute, this OfferingCircular or any document or material in connection with the offer or sale, or invitation for subscriptionor purchase, of any Instruments, whether directly or indirectly, to any person in Singapore other than:(a) to an institutional investor under Section 274 of the SFA; (b) to a relevant person pursuant toSection 275(1) or any person pursuant to Section 275(1A), and in accordance with the conditionsspecified in Section 275, of the SFA; or (c) otherwise pursuant to, and in accordance with theconditions of, any other applicable provision of the SFA.

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Where the Instruments are subscribed or purchased under Section 275 of the SFA by a relevant person

which is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole

business of which is to hold investments and the entire share capital of which is owned by one

or more individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments

and each beneficiary of the trust is an individual who is an accredited investor,

securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and

interest (howsoever described) in that trust shall not be transferable for six months after that

corporation or that trust has acquired the Instruments pursuant to an offer made under Section 275 of

the SFA except:

(i) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any

person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

(ii) where no consideration is or will be given for the transfer;

(iii) where the transfer is by operation of law;

(iv) pursuant to Section 276(7) of the SFA; or

(v) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and

Debentures) Regulations 2005 of Singapore.

PRC

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will

be required to represent and agree, that neither it nor any of its affiliates has offered or sold or will

offer or sell any of the Instruments in the People’s Republic of China (excluding Hong Kong, Macau

and Taiwan) as part of the initial distribution of the Instruments.

General

Each Dealer has agreed and each further Dealer appointed under the Programme will be required to

agree that it will comply with all applicable securities laws and regulations in force in any jurisdiction

in which it purchases, offers, sells or delivers Instruments or possesses or distributes this Offering

Circular and will obtain any consent, approval or permission required by it for the purchase, offer, sale

or delivery by it of Instruments under the laws and regulations in force in any jurisdiction to which

it is subject or in which it makes such purchases, offers, sales or deliveries and none of the relevant

Issuer, the Trustee or any of the other Dealers shall have any responsibility therefor.

None of the relevant Issuer, the Trustee and the Dealers represents that Instruments may at any time

lawfully be sold in compliance with any applicable registration or other requirements in any

jurisdiction, or pursuant to any exemption available thereunder, or assumes any responsibility for

facilitating such sale.

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GENERAL INFORMATION

Authorisation

The establishment of the Programme, the issue of the Instruments under the Programme and theguarantee of the Instruments under the Programme have been duly authorised by resolutions of theBoard of Directors of the Company dated 4 September 2018.

Listing

Application has been made to the SGX-ST for permission to deal in, and quotation of, any Instrumentsthat may be issued pursuant to the Programme and that are agreed at or prior to the time of issuethereof to be so listed on the SGX-ST. Such permission will be granted when such Instruments havebeen admitted to the Official List of the SGX-ST. The SGX-ST takes no responsibility for thecorrectness of any of the statements made or opinions expressed or reports contained herein or thecontents of this document, makes no representations as to its accuracy of completeness and expresslydisclaims any liability whatsoever for any loss howsoever arising from or in reliance upon any partof the contents herein. The approval-in-principle from, and the admission of any Instruments to theOfficial List of, the SGX-ST is not to be taken as an indication of the merits of the Company, anySubsidiary Issuer, the Programme or the Instruments. Unlisted Instruments may be issued under theProgramme.

The relevant Pricing Supplement in respect of any Series will specify whether or not such Instrumentswill be listed and, if so, on which exchange(s) the Instruments are to be listed. For so long as anyInstruments are listed on the SGX-ST and the rules of the SGX-ST so require, the Instruments willtrade on the SGX-ST in a minimum board lot size of S$200,000 (or its equivalent in other currencies).

Clearing systems

The Instruments to be issued under the Programme have been accepted for clearance throughEuroclear and Clearstream Luxembourg. The appropriate Common Code and ISIN for each Tranche ofInstruments allocated by Euroclear and Clearstream Luxembourg will be specified in the applicablePricing Supplement. In addition, the relevant Issuer may also apply to have the Instruments acceptedfor clearance through CDP. If the Instruments are to clear through an additional or alternative clearingsystem the appropriate information will be specified in the applicable Pricing Supplement.

The address of Euroclear is Euroclear Bank SA/NV, 1 Boulevard du Roi Albert II, B-1210 Brusselsand the address of Clearstream Luxembourg is Clearstream Banking, 42 Avenue JF Kennedy, L-1855Luxembourg. The address of CDP is #01-19/20 The Metropolis, 9 North Buona Vista Drive, Singapore138588.

Conditions for determining price

The price and amount of Instruments to be issued under the Programme will be determined by therelevant Issuer and each relevant Dealer at the time of issue in accordance with prevailing marketconditions.

No material adverse change

Save as disclosed in this Offering Circular, there has been no material adverse change in the financialor trading position of the Group since 31 December 2017.

Investigations

The AFP has commenced investigations into a small number of projects in which certain subsidiariesof SMEC have been or are involved, based on alleged contraventions of various bribery-related

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offences under Australian criminal law. ASIC has also commenced investigations into SMEC and

certain of its directors, officers and employees for alleged contraventions of the Australian

corporations law relating to falsification of books and directors’ duties. Refer to “The Company and

the Group — Legal and Regulatory Compliance” for further details.

Auditors

The Company’s auditors are KPMG LLP, who have audited the Group’s accounts without

qualification, in accordance with SFRS for each of the two financial years ended on 31 December 2016

and 31 December 2017.

The reports of the auditors of the Company are included or incorporated in the form and context in

which they are included, with the consent of the auditors who have authorised the contents of that part

of this Offering Circular.

Legal Entity Identifier

The Legal Entity Identifier of the Company is 25490072XNI1Y4MA3656.

Documents

So long as Instruments may be issued under the Programme, copies of the following documents will,

when published, be available for inspection at the specified office of the Principal Paying Agent for

the time being in One Canada Square, London E14 5AL, United Kingdom:

(i) the constitutional documents of the Company;

(ii) the audited consolidated financial statements of the Group in respect of the financial year ended

31 December 2017 (together with the audit report in connection therewith);

(iii) the Dealer Agreement, the Trust Deed, the Singapore Supplemental Trust Deed, the Agency

Agreement, the CDP Deed of Covenant and the forms of the Global Notes, the Instruments in

definitive form, the Receipts, the Coupons and the Talons;

(iv) a copy of this Offering Circular; and

(v) any future offering circulars, prospectuses, information memoranda and supplements including

Pricing Supplements (save that a Pricing Supplement relating to an unlisted Instrument will only

be available for inspection by a holder of such Instruments and such holder must produce

evidence satisfactory to the relevant Issuer and the Paying Agent as to its holding of Instruments

and identity) to this Offering Circular and any other documents incorporated herein or therein by

reference.

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INDEX TO THE FINANCIAL STATEMENTS

Page

Audited annual financial statements for the year ended 31 December 2017

Statements of financial position as at 31 December 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . F-5

Consolidated statement of profit or loss for the year ended 31 December 2017 . . . . . . . . . . F-6

Consolidated statement of comprehensive income for the year ended 31 December 2017 . . . F-7

Consolidated statement of changes in equity for the year ended 31 December 2017 . . . . . . . F-8

Consolidated statement of cash flows for the year ended 31 December 2017 . . . . . . . . . . . . F-10

Notes to the financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-12

F-1

F-2

F-3

F-4

F-5

F-6

F-7

F-8

F-9

F-10

F-11

F-12

F-13

F-14

F-15

F-16

F-17

F-18

F-19

F-20

F-21

F-22

F-23

F-24

F-25

F-26

F-27

F-28

F-29

F-30

F-31

F-32

F-33

F-34

F-35

F-36

F-37

F-38

F-39

F-40

F-41

F-42

F-43

F-44

F-45

F-46

F-47

F-48

F-49

F-50

F-51

F-52

F-53

F-54

F-55

F-56

F-57

F-58

F-59

F-60

F-61

F-62

F-63

F-64

F-65

F-66

F-67

F-68

F-69

F-70

F-71

F-72

F-73

F-74

F-75

F-76

F-77

F-78

F-79

F-80

F-81

F-82

F-83

F-84

F-85

F-86

F-87

F-88

F-89

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INDEX OF DEFINED TERMS

£ . . . . . . . . . . . . . . . . . . . . . . . . . . viii

C= . . . . . . . . . . . . . . . . . . . . . . . . . . viii

30/360 . . . . . . . . . . . . . . . . . . . . . . 101

30E/360 . . . . . . . . . . . . . . . . . . . . . 101

30E/360 (ISDA) . . . . . . . . . . . . . . . 102

Accounting Event. . . . . . . . . . . . . . 123

Actual/360 . . . . . . . . . . . . . . . . . . . 100

Actual/365 (Fixed) . . . . . . . . . . . . . 100

Actual/Actual (ICMA) . . . . . . . . . . 100

Actual/Actual (ISDA). . . . . . . . . . . 100

Additional Business Centre(s) . . . . 98

Additional Distribution Amount . . . 118

Additional Financial Centre(s) . . . . 98

AETOS . . . . . . . . . . . . . . . . . . . . . 139

Agency Agreement . . . . . . . . . . . . . 98

ANZ . . . . . . . . . . . . . . . . . . . . . . . 24

Ascendas . . . . . . . . . . . . . . . . . . . . 137

Bearer Global Note . . . . . . . . . . . . 35

Bearer Global Security . . . . . . . . . . 50

Bearer Note Exchange Date . . . . . . 35

Bearer Notes . . . . . . . . . . . . . . . . . iii, 3

Bearer Securities . . . . . . . . . . . . . . iii, 3

Bearer Security Exchange Date . . . 50

business day . . . . . . . . . . . . . . . . . 110

Business Day . . . . . . . . . . . . . . . . . 43, 99

Business Day Convention. . . . . . . . 99

Calculation Agent . . . . . . . . . . . . . 99

Calculation Amount . . . . . . . . . . . . 100

Calculation Period . . . . . . . . . . . . . 100

Capital Event . . . . . . . . . . . . . . . . . 122

CDP. . . . . . . . . . . . . . . . . . . . . . . . iii

CDP Issuing and Paying Agent. . . . 98

CDP Registrar . . . . . . . . . . . . . . . . 98

CEO. . . . . . . . . . . . . . . . . . . . . . . . 20

Certificate . . . . . . . . . . . . . . . . . . . 110

China Highway . . . . . . . . . . . . . . . 140

CITICC . . . . . . . . . . . . . . . . . . . . . 139

Clearing System . . . . . . . . . . . . . . . 30

Clearing System Business Day . . . . 127

Clearstream Luxembourg . . . . . . . . iii

CNY . . . . . . . . . . . . . . . . . . . . . . . viii

Commission’s Proposal . . . . . . . . . 35

Common Depositary . . . . . . . . . . . . 35, 50

Companies Act . . . . . . . . . . . . . . . . 100

Company . . . . . . . . . . . . . . . . . . . . 97

Compulsory Distribution PaymentEvent . . . . . . . . . . . . . . . . . . . . . 100

Conditions . . . . . . . . . . . . . . . . . . . 40, 55, 97

currency. . . . . . . . . . . . . . . . . . . . . 133

Day Count Fraction . . . . . . . . . . . . 100

Dealer . . . . . . . . . . . . . . . . . . . . . . iii

Dealer Agreement . . . . . . . . . . . . . 37

Dealers . . . . . . . . . . . . . . . . . . . . . iii

default notice . . . . . . . . . . . . . . . . . 36, 51

Direct Issuance Securities . . . . . . . 97

Direct Rights . . . . . . . . . . . . . . . . . 36, 51

Dispute . . . . . . . . . . . . . . . . . . . . . 134

Distribution . . . . . . . . . . . . . . . . . . 113

Distribution Amount. . . . . . . . . . . . 102

Distribution Commencement Date . 102

Distribution Payment Date . . . . . . . 102

Distribution Period. . . . . . . . . . . . . 103

Dividend Pusher Lookback Period . 103

DLSI . . . . . . . . . . . . . . . . . . . . . . . 22

Early Redemption Amount(Accounting Event) . . . . . . . . . . . 103

Early Redemption Amount (CapitalEvent) . . . . . . . . . . . . . . . . . . . . 103

1

Early Redemption Amount(Minimal Amount Outstanding) . . 103

Early Redemption Amount (TaxDeductibility Event) . . . . . . . . . . 103

Early Redemption Amount (Tax) . . 103

EEA. . . . . . . . . . . . . . . . . . . . . . . . 40, 55

Electronic Consent . . . . . . . . . . . . . 131

Euro. . . . . . . . . . . . . . . . . . . . . . . . viii

Eurobond Basis . . . . . . . . . . . . . . . 101

Euroclear . . . . . . . . . . . . . . . . . . . . iii

Eurodollar Convention . . . . . . . . . . 99

Exchange Event . . . . . . . . . . . . . . .35, 37, 50, 52

Extraordinary Resolution . . . . . . . . 103

Financial Statements . . . . . . . . . . . vii

First Distribution Payment Date . . . 103

Fixed Distribution Amount . . . . . . . 103

FLUX . . . . . . . . . . . . . . . . . . . . . . 139

Following Business DayConvention . . . . . . . . . . . . . . . . . 99

FRN Convention”, “Floating RateConvention . . . . . . . . . . . . . . . . . 99

FRS 39 . . . . . . . . . . . . . . . . . . . . . 34

FTT . . . . . . . . . . . . . . . . . . . . . . . . 35

Global Note . . . . . . . . . . . . . . . . . . iii

Global Notes . . . . . . . . . . . . . . . . . iii, 37

Global Securities . . . . . . . . . . . . . . 52

Global Security . . . . . . . . . . . . . . . iii

Group . . . . . . . . . . . . . . . . . . . . . . viii, 103

Guarantee of the Securities . . . . . . 103

Guarantor . . . . . . . . . . . . . . . . . . . . 97

HDB . . . . . . . . . . . . . . . . . . . . . . . 137

HDBCorp . . . . . . . . . . . . . . . . . . . . 139

Holder . . . . . . . . . . . . . . . . . . . . . .103, 108, 110

ICPAS . . . . . . . . . . . . . . . . . . . . . . 21

IE Singapore . . . . . . . . . . . . . . . . . 24

Instruments . . . . . . . . . . . . . . . . . . iii

Investor’s Currency . . . . . . . . . . . . 34

IRAS . . . . . . . . . . . . . . . . . . . . . . . 33, 31

ISDA Definitions . . . . . . . . . . . . . . 104

Issue Date . . . . . . . . . . . . . . . . . . . 104

ITA . . . . . . . . . . . . . . . . . . . . . . . . 33, 104, 31

JIH . . . . . . . . . . . . . . . . . . . . . . . . 137

JTC . . . . . . . . . . . . . . . . . . . . . . . . 137

Junior Obligations . . . . . . . . . . . . . 104

KTP . . . . . . . . . . . . . . . . . . . . . . . . 139

MAS . . . . . . . . . . . . . . . . . . . . . . . iii, 31

Modified Following Business DayConvention” or “ModifiedBusiness Day Convention . . . . . . 99

No Adjustment . . . . . . . . . . . . . . . . 99

Notes . . . . . . . . . . . . . . . . . . . . . . . iii

NUS. . . . . . . . . . . . . . . . . . . . . . . . 20

ODS. . . . . . . . . . . . . . . . . . . . . . . . 32

Offering Circular . . . . . . . . . . . . . . i

Optional Deferral Event . . . . . . . . . 117

Optional Distribution DeferralNotice . . . . . . . . . . . . . . . . . . . . 117

Optional Redemption Amount(Call) . . . . . . . . . . . . . . . . . . . . . 105

Optional Redemption Date (Call) . . 105

Optionally Deferred DistributionPayment . . . . . . . . . . . . . . . . . . . 117

Parity Creditor . . . . . . . . . . . . . . . . 105

Parity Obligations . . . . . . . . . . . . . 105

participating Member States . . . . . . 35

Paying Agents . . . . . . . . . . . . . . . . 98

Payment Business Day . . . . . . . . . . 105

Permanent Global Note . . . . . . . . . iii, 35

Permanent Global Security . . . . . . . iii, 50

Person . . . . . . . . . . . . . . . . . . . . . . 105

Preceding Business DayConvention . . . . . . . . . . . . . . . . . 99

Pricing Supplement . . . . . . . . . . . . iii, 97

2

PRIIPs Regulation . . . . . . . . . . . . . 40, 55

Principal Financial Centre . . . . . . . 105

Principal Paying Agent. . . . . . . . . . 98

Programme. . . . . . . . . . . . . . . . . . . iii, 97

PUB. . . . . . . . . . . . . . . . . . . . . . . . 23

QDS Plus Scheme . . . . . . . . . . . . . 33

Qualifying Income . . . . . . . . . . . . . 32

Qualifying Securities . . . . . . . . . . . 106

Rate of Distribution . . . . . . . . . . . . 106

Rating Agencies . . . . . . . . . . . . . . . 106

RBG . . . . . . . . . . . . . . . . . . . . . . . 140

Record Date . . . . . . . . . . . . . . . . . . 127

Redemption Amount . . . . . . . . . . . . 106

Registered Global Note . . . . . . . . . iii, 37

Registered Global Security . . . . . . . iii, 52

Registered Note Exchange Date . . . 38

Registered Notes . . . . . . . . . . . . . . iii, 3

Registered Securities . . . . . . . . . . . iii, 3

Registered Security ExchangeDate . . . . . . . . . . . . . . . . . . . . . . 53

Registrar . . . . . . . . . . . . . . . . . . . . 98

Regular Date . . . . . . . . . . . . . . . . . 107

Regular Period . . . . . . . . . . . . . . . . 107

Regulation S . . . . . . . . . . . . . . . . . 35, 50

Relevant Accounting Standard . . . . 123

Relevant Courts . . . . . . . . . . . . . . . 134

Relevant Date . . . . . . . . . . . . . . . . 107

Relevant Financial Centre . . . . . . . 107

Relevant Instruments . . . . . . . . . . . 32

Relevant Time . . . . . . . . . . . . . . . . 107

Relevant Tranche of the Securities . 33

Renminbi . . . . . . . . . . . . . . . . . . . . viii

Reserved Matter . . . . . . . . . . . . . . . 107

RMB . . . . . . . . . . . . . . . . . . . . . . . viii

S$ . . . . . . . . . . . . . . . . . . . . . . . . . viii

second currency . . . . . . . . . . . . . . . 133

Securities . . . . . . . . . . . . . . . . . . . . iii

Securities Act . . . . . . . . . . . . . . . . i, iii

Securityholder . . . . . . . . . . . . . . . . 108, 110

Series. . . . . . . . . . . . . . . . . . . . . . . 2, 97

SFA . . . . . . . . . . . . . . . . . . . . . . . . i, iii

SFO . . . . . . . . . . . . . . . . . . . . . . . . 40

SFRS . . . . . . . . . . . . . . . . . . . . . . . 108

SGD. . . . . . . . . . . . . . . . . . . . . . . . viii

SGX-ST . . . . . . . . . . . . . . . . . . . . . iii

Singapore. . . . . . . . . . . . . . . . . . . . viii

Singapore dollars . . . . . . . . . . . . . . viii

Singapore Financial ReportingStandards . . . . . . . . . . . . . . . . . . 108

Singbridge . . . . . . . . . . . . . . . . . . . 137

Sino-Sun . . . . . . . . . . . . . . . . . . . . 139

SMEC . . . . . . . . . . . . . . . . . . . . . . 139

Special Event . . . . . . . . . . . . . . . . . 108

Special Event Redemption . . . . . . . 108

Special Event Redemption Date . . . 108

Specified Currency. . . . . . . . . . . . . 108

Specified Denomination(s) . . . . . . . 108

Specified Office . . . . . . . . . . . . . . . 108

Specified Period. . . . . . . . . . . . . . . 108

Stabilising Manager . . . . . . . . . . . . 47, 61

Sterling . . . . . . . . . . . . . . . . . . . . . viii

sub-unit . . . . . . . . . . . . . . . . . . . . . 114

Surbana . . . . . . . . . . . . . . . . . . . . . 137

TARGET Settlement Day . . . . . . . . 109

TARGET2 . . . . . . . . . . . . . . . . . . . 109

Tax Deductibility Event . . . . . . . . . 122

Temasek . . . . . . . . . . . . . . . . . . . . . 137

Temporary Global Note . . . . . . . . . iii, 35

Temporary Global Security. . . . . . . iii, 50

Tranche . . . . . . . . . . . . . . . . . . . . . 2, 97

3

Transfer Agents . . . . . . . . . . . . . . . 98

Treaty . . . . . . . . . . . . . . . . . . . . . . 109

Trust Deed . . . . . . . . . . . . . . . . . . . 97

Trustee. . . . . . . . . . . . . . . . . . . . . . 97

U.S. dollars . . . . . . . . . . . . . . . . . . viii

UK. . . . . . . . . . . . . . . . . . . . . . . . . 138

US$ . . . . . . . . . . . . . . . . . . . . . . . . viii

Winding-Up . . . . . . . . . . . . . . . . . . 109

Withholding Tax Event. . . . . . . . . . 121

4

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COMPANY

Surbana Jurong Private Limited168 Jalan Bukit Merah#01-01 Connection One

Singapore 150168

ARRANGER

DBS Bank Ltd.12 Marina Boulevard Level 42

Marina Bay Financial Centre Tower 3Singapore 018982

DEALERS

Australia and New Zealand Banking Group Limited10 Collyer Quay

#21-00 Ocean Financial CentreSingapore 049315

DBS Bank Ltd.12 Marina Boulevard Level 42

Marina Bay Financial Centre Tower 3Singapore 018982

Industrial and Commercial Bank of China Limited, Singapore Branch6 Raffles Quay #23-01

Singapore 048580

National Australia Bank LimitedLevel 27, One Pacific Place88 Queensway, Hong Kong

Standard Chartered BankMarina Bay Financial Centre (Tower 1)

8 Marina Boulevard, Level 20Singapore 018981

Standard Chartered Bank (Singapore) LimitedMarina Bay Financial Centre (Tower 1)

8 Marina Boulevard, Level 20Singapore 018981

United Overseas Bank Limited80 Raffles Place

#03-01 UOB Plaza 1Singapore 048624

TRUSTEE

The Bank of New York Mellon, London BranchOne Canada Square

London E14 5ALUnited Kingdom

PRINCIPAL PAYING AGENT AND PAYING AGENT

The Bank of New York Mellon,London Branch

One Canada SquareLondon E14 5ALUnited Kingdom

REGISTRAR AND TRANSFER AGENT

The Bank of New York Mellon, SA/NV,Luxembourg Branch

Vertigo Building — Polaris2-4 rue Eugène Ruppert

L-2453 Luxembourg

CDP ISSUING AND PAYING AGENT, CDP REGISTRAR AND CDP TRANSFER AGENT

The Bank of New York Mellon, Singapore BranchOne Temasek Avenue

#03-01 Millenia TowerSingapore 039192

LEGAL ADVISERS

To the Company as to Singapore law

Allen & Gledhill LLPOne Marina Boulevard #28-00

Singapore 018989

To the Arranger and Dealers as to English law

Clifford Chance Pte. Ltd.12 Marina Boulevard

25th Floor Marina Bay Financial Centre Tower 3Singapore 018982

To the Trustee as to English law

Clifford Chance27th Floor, Jardine House

One Connaught PlaceHong Kong

AUDITORS

KPMG LLP16 Raffles Quay

Hong Leong Building #22-00Singapore 048581