IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY PERSON OR ADDRESS IN THE UNITED STATES

Transcription

1 IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY PERSON OR ADDRESS IN THE UNITED STATES IMPORTANT: You must read the following before continuing. The following applies to the offering circular following this page (the Offering Circular ), and you are therefore advised to read this carefully before reading, accessing or making any other use of the Offering Circular. In accessing the Offering Circular, you agree to be bound by the following terms and conditions, including any modifi cations to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT ), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THIS OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED IN THE OFFERING CIRCULAR. Confirmation of your Representation: This Offering Circular is being sent at your request and by accepting the and accessing this Offering Circular, you shall be deemed to have represented to us (1) that the electronic mail address that you gave us and to which this has been delivered is not located in the United States, its territories or possessions, and (2) that you consent to delivery of such Offering Circular and any amendments or supplements thereto by electronic transmission. You are reminded that this Offering Circular has been delivered to you on the basis that you are a person into whose possession this Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver this Offering Circular, electronically or otherwise, to any other person. If you have gained access to this transmission contrary to the foregoing restrictions, you are not allowed to purchase any of the securities described in this Offering Circular. The materials relating to the offering of securities to which this Offering Circular relates do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the underwriters or any affi liate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the underwriters or such affi liate on behalf of the Issuers and the Subsidiary Guarantors (as defi ned in this Offering Circular) in such jurisdiction. This Offering Circular has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of Interplex Holdings Pte. Ltd. (the Issuer ), the Subsidiary Guarantors (as defi ned in this Offering Circular), DBS Bank Ltd., Standard Chartered Bank, Standard Chartered Bank (Singapore) Limited and United Overseas Bank Limited (together the Arrangers and the Dealers ), any person who

2 controls any of them, or any director, offi cer, employee, adviser or agent of any of them, or any affi liate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Offering Circular distributed to you in electronic format and the hard copy version available to you on request from the Arrangers and the Dealers. Actions that You May Not Take: If you receive this document by , you should not reply by to this notice, and you may not purchase any securities by doing so. Any reply communications, including those you generate by using the Reply function on your software, will be ignored or rejected. You are responsible for protecting against viruses and other destructive items. If you receive this document by , your use of this is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.

3 Offering Circular dated 17 October 2018 INTERPLEX HOLDINGS PTE. LTD. (Incorporated with limited liability in the Republic of Singapore) (UEN/Company Registration Number: K) (as Issuer) U.S.$550 million Guaranteed Medium Term Note Programme Under the Guaranteed Medium Term Note Programme described in this Offering Circular (the Programme ), Interplex Holdings Pte. Ltd. (the Issuer or the Company ), subject to compliance with all relevant laws, regulations and directives, may from time to time issue medium term notes (the Notes ) unconditionally and irrevocably guaranteed (the Subsidiary Guarantees ) by the subsidiary guarantors (the Subsidiary Guarant ors ) named herein. The Subsidiary Guarantors are wholly-owned subsidiaries of the Issuer. The aggregate nominal amount of Notes outstanding will not at any time exceed U.S.$550 million (or the equivalent in other currencies), subject to increase as described herein. The Notes may be issued on a continuing basis to one or more of the Dealers appointed under the Programme from time to time (each a Dealer and together the Dealers ), which appointment may be for a specifi c issue or on an ongoing basis. References in this Offering Circular to the relevant Dealer shall, in the case of an issue of Notes being (or intended to be) subscribed for by more than one Dealer, be to all Dealers agreeing to subscribe for such Notes. Approval in principal has been granted by the Singapore Exchange Securities Trading Limited (the SGX-ST ) for permission to deal in and for the listing of any Notes which are agreed at the time of issue thereof to be so listed on the SGX-ST. Such permission will be granted when such Notes have been admitted to the Offi cial List of the SGX-ST. Unlisted series of Notes may also be issued pursuant to the Programme and Notes may also be listed on stock exchanges other than the SGX-ST. The relevant pricing supplement (each, a Pricing Supplement ) in respect of any series of Notes will specify whether or not such Notes will be listed on the SGX-ST or on any other stock exchange. There is no assurance that the application to the Offi cial List of the SGX-ST for the listing of the Notes will be approved. Admission to the Offi cial List of the SGX-ST and listing of any Notes on the SGX-ST is not to be taken as an indication of the merits of the Issuer, the Subsidiary Guarantors, the Group (as defi ned below) or such Notes. The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained in this Offering Circular. For so long as the Notes are so listed on the SGX-ST and the rules of the SGX-ST so require, the Notes will be traded on the SGX-ST in a minimum board lot size of not less than S$200,000 (or its equivalent in foreign currencies). The Notes may be issued in bearer form ( Bearer Notes ) or in registered form ( Registered Notes ) only. Each Series (as defi ned in the terms and conditions of the Notes) (the Terms and Conditions of the Notes ) in bearer form will be represented on issue by a temporary global note in bearer form (each a Temporary Global Note ). Interests in a Temporary Global Note will be exchangeable, in whole or in part, for interests in a permanent global note in bearer form (each a Permanent Global Note and, together with the Temporary Global Notes, the Global Notes ) on or after the date falling 40 days after the later of the commencement of the offering and the relevant issue date, upon certifi cation as to non-u.s. benefi cial ownership. Each Series of Registered Notes will be represented by registered certifi cates (each a Certificate ), without coupons, one Certifi cate being issued in respect of each Noteholder s entire holding of Registered Notes of one Series. Registered Notes of a Series will initially be represented by a registered global certifi cate (each a Global Certificate ) without interest coupons. Global Notes and Global Certifi cates may be: (i) deposited on the relevant issue date with a common depositary (the Common Depositary ) on behalf of Euroclear Bank SA/NV ( Euroclear ) and Clearstream Banking S.A. ( Clearstream, Luxembourg ); (ii) deposited on the relevant issue date with The Central Depository (Pte) Limited ( CDP ); or (iii) delivered outside a clearing system, as agreed between the Issuer, the Issuing and Paying Agent (as defi ned herein), the Trustee (as defi ned herein) and the relevant Dealer(s). Benefi cial interests in Global Notes or Global Certifi cates held in book-entry form through Euroclear, Clearstream, Luxembourg and/or CDP will be shown on, and transfers thereof will be effected only through, records maintained by Euroclear or Clearstream, Luxembourg or CDP, as the case may be. The provisions governing the exchange of interests in Global Notes for other Global Notes and Global Notes and Global Certifi cates for Notes in defi nitive form (the Definitive Notes ) are described in Summary of Provisions Relating to the Notes while in Global Form. Unless otherwise stated in a relevant Pricing Supplement, Tranches of Notes to be issued under the Programme will be unrated. The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes, in which event a supplementary Offering Circular, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes. The Notes and the Subsidiary Guarantees 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 other jurisdiction of the United States, and the Notes may include Bearer Notes that are subject to U.S. tax law requirements and restrictions. Subject to certain exceptions, the Notes may not be offered, sold, or, in the case of Bearer Notes, delivered within the United States. Registered Notes are subject to certain restrictions on transfer, see Subscription and Sale. Notes issued under the Programme may be rated or unrated. Where an issue of a certain series of Notes is rated, its rating will not necessarily be the same as the rating (if any) applicable to the Programme and (where applicable) such rating will be specifi ed in the applicable Pricing Supplement. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency. Investing in Notes issued under the Programme involves certain risks and may not be suitable for all investors. Prospective investors should have sufficient knowledge and experience in financial and business matters to evaluate the information contained in this Offering Circular and in the relevant Pricing Supplement and the merits and risks of investing in a particular issue of Notes in the context of their financial position and particular circumstances. Prospective investors should also have regard, inter alia, to the factors described under the section headed Risk Factors in this Offering Circular. This Offering Circular is an advertisement and is not a prospectus for the purpose of EU Directive 2003/71/EC. Arrangers and Dealers DBS Bank Ltd. Standard Chartered Bank United Overseas Bank Limited

4 NOTICE TO INVESTORS The Issuer and the Subsidiary Guarantors accept responsibility for the information contained in this Offering Circular. The Issuer and the Subsidiary Guarantors, having made all reasonable enquiries, confi rm that (i) this Offering Circular contains all information with regard to the Issuer, the Subsidiary Guarantors and any subsidiaries of the Issuer taken as a whole (together, the Group ), the Notes and the Subsidiary Guarantees which is material in the context of the issue and offering of the Notes and the giving of the Subsidiary Guarantees, (ii) the statements contained in this Offering Circular relating to the Issuer, the Subsidiary Guarantors and the Group are in every material particular true and accurate and not misleading, (iii) the opinions, expectations and intentions expressed in this Offering Circular with regard to the Issuer, the Subsidiary Guarantors and the Group are honestly held, have been reached after considering all relevant circumstances and are based on reasonable assumptions, (iv) there are no other facts in relation to the Issuer, the Subsidiary Guarantors, the Group, the Notes or the Subsidiary Guarantees the omission of which would make any statement in this Offering Circular misleading in any material respect, and (v) all reasonable enquiries have been made by the Issuer and the Subsidiary Guarantors to ascertain such facts and to verify the accuracy of all such information and statements in this Offering Circular. This Offering Circular is to be read in conjunction with all documents which are incorporated herein by reference (see Documents Incorporated by Reference ). This Offering Circular shall be read and construed on the basis that such documents are incorporated in, and form part of, this Offering Circular. This Offering Circular has been prepared by the Issuer and the Subsidiary Guarantors for use in connection with the offer and sale of the Notes outside the United States. The Issuer, the Subsidiary Guarantors, the Arrangers and the Dealers reserve the right to reject any offer to purchase the Notes, in whole or in part, for any reason. This Offering Circular does not constitute an offer to any person in the United States. Distribution of this Offering Circular to any person within the United States, is unauthorised and any disclosure without the prior written consent of the Issuer and the Subsidiary Guarantors of any of its contents to any person within the United States, is prohibited. No person has been authorised to give any information or to make any representation other than those contained in this Offering Circular and the relevant Pricing Supplement in connection with the issue or sale of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Subsidiary Guarantors, any of the Dealers or the Arrangers, DB International Trust (Singapore) Limited as trustee (the Trustee ) or any of the Agents (as defi ned in the Terms and Conditions of the Notes). Save as expressly stated in this Offering Circular, nothing contained herein is, or may be relied upon as, a promise or representation as to the future performance or policies of the Issuer, the Subsidiary Guarantors or the Group. Neither the delivery of this Offering Circular (or any part thereof) nor any sale, offering or purchase made in connection herewith shall, under any circumstances, create any implication that there has been no change in the prospects, results of operation or general affairs of the Issuer, the Subsidiary Guarantors or the Group since the date hereof or the date upon which this Offering Circular has been most recently amended or supplemented or that there has been no adverse change in the fi nancial position of the Issuer, the Subsidiary Guarantors or the Group since the date hereof or the date upon which this Offering Circular has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. The distribution and publication of this Offering Circular or any such other document or information and the offering or sale of the Notes in certain jurisdictions may be restricted by law. Persons who distribute or publish this Offering Circular or any such other document or information or into whose possession this Offering Circular or any such other document or information comes are required by the Issuer, the Subsidiary Guarantors, the Dealers and the Arrangers to inform themselves about and to observe any such restrictions and all applicable laws, orders, rules and regulations. In particular, there are restrictions on the distribution of this Offering Circular and the offer or sale of Notes in the United States, the European Economic Area, the United Kingdom, Hong Kong, Singapore and Japan (see Subscription and Sale ). i

5 THE NOTES AND THE SUBSIDIARY GUARANTEES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND THE SECURITIES MAY INCLUDE BEARER NOTES (AS DEFINED HEREIN) THAT ARE SUBJECT TO U.S. TAX LAW REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS, THE NOTES MAY NOT BE OFFERED, SOLD, OR, IN THE CASE OF BEARER NOTES, DELIVERED WITHIN THE UNITED STATES. REGISTERED NOTES ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, SEE SUBSCRIPTION AND SALE. THE NOTES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT ( REGULATION S ). FOR A DESCRIPTION OF THESE AND CERTAIN FURTHER RESTRICTIONS ON OFFERS, SALES AND TRANSFERS OF NOTES AND DISTRIBUTION OF THIS OFFERING CIRCULAR, SEE SUBSCRIPTION AND SALE. THE ATTENTION OF RECIPIENTS OF THIS OFFERING CIRCULAR IS DRAWN TO THE RESTRICTIONS ON RESALE OF THE NOTES SET OUT UNDER THE SECTION SUBSCRIPTION AND SALE. THE NOTES AND THE SUBSIDIARY GUARANTEES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER U.S. REGULATORY AUTHORITY, NOR HAS ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF SECURITIES OR THE ACCURACY OR THE ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. This Offering Circular and/or any other document or information (or any part thereof) delivered or supplied under or in relation to the Programme shall not be deemed to constitute an offer of, or an invitation by or on behalf of the Issuer, the Subsidiary Guarantors, the Dealers, the Trustee or the Agents to subscribe for, or purchase, any Notes. Any person(s) who is invited to purchase or subscribe for the Notes or to whom this Offering Circular is sent shall not make any offer or sale, directly or indirectly, of any Notes or distribute or cause to be distributed any document or other material in connection therewith in any country or jurisdiction except in such manner and in such circumstances as will result in compliance with any applicable laws and regulations. This Offering Circular and any other documents or materials in relation to the issue, offering or sale of the Notes have been prepared solely for the purpose of the initial sale by the relevant Dealer(s) of the Notes from time to time to be issued pursuant to the Programme. This Offering Circular and any such other documents or materials are made available to the recipients thereof solely on the basis that they are persons falling within the ambit of Section 274 and/or Section 275 of the Securities and Futures Act, Chapter 289 of Singapore (the SFA ) and may not be relied upon by any person other than persons to whom the Notes are sold or with whom they are placed by the relevant Dealer(s) as aforesaid or for any other purpose. Recipients of this Offering Circular shall not reissue, circulate or distribute this Offering Circular or any part thereof in any manner whatsoever. The Arrangers, the Dealers, the Trustee and the Agents have not separately verifi ed the information contained in this Offering Circular. None of the Arrangers, any of the Dealers, the Trustee, the Agents or any person who controls any of them, or any of their respective offi cers, employees, advisers or agents, or any affi liate of any such person, is making any representation or warranty expressed or implied as to the merits of the Notes or the subscription for, purchase or acquisition thereof, the creditworthiness or fi nancial condition or otherwise of the Issuer, the Subsidiary Guarantors or the Group. Further, none of the Arrangers, any of the Dealers, the Trustee or the Agents or any person who controls any of them, or any of their respective offi cers, employees, advisers or agents, or any affi liate of any such person, makes any representation or warranty as to the Issuer, the Subsidiary Guarantors or the Group or as to the accuracy, reliability or completeness of the information set out herein (including the legal and regulatory requirements pertaining to Sections 274, 275 and 276 or any other provisions of the SFA) and the documents which are incorporated by reference in, and form part of, this Offering Circular. To the fullest extent permitted by law, none of the Arrangers, the Dealers, the Trustee, the Agents or any person who controls any of them, or any of their respective offi cers, employees, advisers or agents, or any affi liate of any such person, accepts any responsibility for the contents of this Offering Circular or for any other statement made or purported to be made by the Arrangers, the Dealers, the Trustee or ii

6 the Agents or on their behalf in connection with the Issuer, the Subsidiary Guarantors, the Group, the Programme or the issue and offering of the Notes. Each of the Arrangers, each Dealer, the Trustee and each Agent and each person who controls any of them, and each of their respective offi cers, employees, advisers and agents, and each affi liate of any such person, accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this Offering Circular or any such statement. Neither this Offering Circular nor any other document or information (or any part thereof) delivered and supplied under or in relation to the Programme or any Notes is intended to provide the basis of any credit or other evaluation of the Issuer, the Subsidiary Guarantors or the Group and should not be considered as a recommendation by any of the Issuer, the Subsidiary Guarantors, the Arrangers, the Dealers, the Trustee, the Agents or any person who controls any of them, or any of their respective offi cers, employees, advisers or agents, or any affi liate of any such person, that any recipient of this Offering Circular or any other fi nancial statements should purchase the Notes. Each potential purchaser of Notes shall make its own assessment of the foregoing and other relevant matters including the fi nancial condition and affairs and its appraisal of the creditworthiness of the Issuer, the Subsidiary Guarantors and the Group, and obtain its own independent legal or other advice thereon, and its investment shall be deemed to be based on its own independent investigation of the fi nancial condition and affairs and its appraisal of the creditworthiness of the Issuer, the Subsidiary Guarantors and the Group. Accordingly, notwithstanding anything herein, none of the Arrangers, any of the Dealers, the Trustee, the Agents or any person who controls any of them, or any of their respective offi cers, employees, advisers or agents, or any affi liate of any such person, shall be held responsible for any loss or damage suffered or incurred by the recipients of this Offering Circular or such other document or information (or such part thereof) as a result of or arising from anything expressly or implicitly contained in or referred to in this Offering Circular or such other document or information (or such part thereof and the same shall not constitute a ground for rescission of any purchase or acquisition of any of the Notes by a recipient of this Offering Circular or such other document or information (or such part thereof). None of the Dealers, the Arrangers, the Trustee or the Agents or any person who controls any of them, or any of their respective offi cers, employees, advisers or agents, or any affi liate of any such person undertakes to review the fi nancial condition or affairs of the Issuer, the Subsidiary Guarantors or the Group during the life of the arrangements contemplated by this Offering Circular nor to advise any investor or potential investor in the Notes of any information coming to the attention of any of the Dealers, the Arrangers, the Trustee, the Agents or any person who controls any of them, or any of their respective offi cers, employees, advisers or agents, or any affi liate of any such person. Any purchase or acquisition of the Notes is in all respects conditional on the satisfaction of certain conditions set out in the Dealer Agreement and the issue of the Notes by the Issuer pursuant to the Dealer Agreement. Any offer, invitation to offer or agreement made in connection with the purchase or acquisition of the Notes or pursuant to this Offering Circular shall (without any liability or responsibility) on the part of the Issuer, the Subsidiary Guarantors, any of the Arrangers or the Dealers lapse and cease to have any effect if (for any other reason whatsoever) the Notes are not issued by the Issuer pursuant to the Dealer Agreement. This Offering Circular does not describe all of the risks and investment considerations (including those relating to each investor s particular circumstances) of an investment in Notes of a particular issue. Each potential purchaser of Notes should refer to and consider carefully the relevant Pricing Supplement for each particular issue of Notes, which may describe additional risks and investment considerations associated with such Notes. The risks and investment considerations identifi ed in this Offering Circular and the relevant Pricing Supplement are provided as general information only. Investors should consult their own fi nancial, tax, accounting and legal advisers as to the risks and investment considerations arising from an investment in an issue of Notes and should possess the appropriate resources to analyse such investment and the suitability of such investment in their particular circumstances. Notes issued under the Programme may be denominated in Renminbi. Renminbi is currently not freely convertible and conversion of Renminbi is subject to certain restrictions. Investors should be reminded of the conversion risk with Renminbi products. In addition, there is a liquidity risk associated with Renminbi products, particularly if such investments do not have an active secondary market and their prices have large bid/offer spreads. iii

7 MIFID II PRODUCT GOVERNANCE / TARGET MARKET The Pricing Supplement in respect of any Notes may include a legend entitled MiFID II Product Governance which will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a distributor ) should take into consideration the target market assessment; however, a distributor subject to Directive 2014/65/EU (as amended, MiFID II ) is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refi ning the target market assessment) and determining appropriate distribution channels. A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the MiFID Product Governance Rules ), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arrangers nor the Dealers nor any of their respective affi liates will be a manufacturer for the purpose of the MiFID Product Governance Rules. EEA RETAIL INVESTORS If the Pricing Supplement in respect of any Notes includes a legend entitled Prohibition of Sales to EEA Retail Investors, the Notes are not intended to be offered, sold or otherwise made available to and should not be offered, 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 retail client as defi ned in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive 2002/92/EC ( IMD ), where that customer would not qualify as a professional client as defi ned in point (10) of Article 4(1) of MiFID II; or (iii) not a qualifi ed investor as defi ned in Directive 2003/71/ EC (as amended, the Prospectus Directive ). Consequently no key information document required by Regulation (EU) No 1286/2014 (the PRIIPs Regulation ) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation. PRODUCT CLASSIFICATION PURSUANT TO SECTION 309B OF THE SECURITIES AND FUTURES ACT (CHAPTER 289 OF SINGAPORE) The Pricing Supplement in respect of any Notes may include a legend entitled Singapore Securities and Futures Act Product Classifi cation which will state the product classifi cation of the Notes pursuant to section 309B(1) of the Securities and Futures Act (Chapter 289 of Singapore) (the SFA ). The relevant Issuer will make a determination in relation to each issue under the Programme of the classifi cation of the Notes being offered for purposes of section 309B(1)(a). Any such legend included on the relevant Pricing Supplement will constitute notice to each of the relevant persons for purposes of section 309B(1)(c) of the SFA. ENFORCEABILITY OF CIVIL LIABILITIES Our Indonesian legal advisor has advised that judgments of non-indonesian courts are not enforceable in Indonesian courts and, as a result, it may not be possible to enforce judgments obtained in non- Indonesian courts against us, including any judgments on original actions brought in Indonesian courts based solely upon the civil liability provisions of the federal securities laws of the United States or the laws of the Republic of Singapore. A foreign court judgment could be offered and accepted into evidence in a proceeding on the underlying claim in an Indonesian court and may be given such evidentiary weight as the Indonesian court may deem appropriate in its sole discretion. A judgment of a non-indonesian court, will not be enforceable by the courts of Indonesia, although such a judgment could be admissible as evidence in a proceeding on the underlying claim in an Indonesian court. A claimant may be required to pursue claims in Indonesian courts on the basis of Indonesian law. Re-examination of the underlying claim de novo would be required before the Indonesian courts. The Issuer cannot assure investors that the claims or remedies available under Indonesian laws will be the same or as extensive as those available in other jurisdictions. For more details, see Risk Factors Risks Relating to the Notes, the Guarantees and the Collateral. iv

8 ENFORCEABILITY OF THE GUARANTEES UNDER INDONESIAN LAW In several court cases in Indonesia, Indonesian companies that have defaulted on debt incurred through offshore fi nancing entities (using structures similar to that used in this offering) have sued their creditors to, among other things, invalidate their debt obligations and have sought damages from creditors exceeding the original proceeds of the debt issued. The courts reports of these decisions do not provide a clear factual basis or legal rationale for the judgments. In June 2006, the Indonesian Supreme Court affi rmed the decisions of a District Court and High Court in Indonesia that invalidated US$500 million of notes issued in a similar fi nancing structure with similar documentation to that contemplated in this offering. The decision involved an Indonesian company, PT Indah Kiat Pulp & Paper Tbk. ( Indah Kiat ), as plaintiff and various parties as the defendants, whereby notes were issued through a Dutch subsidiary of Indah Kiat and guaranteed by Indah Kiat. The Indonesian courts decided in favor of Indah Kiat and ruled that the defendants (including the trustee, underwriter and security agent for the issuance of the notes) committed a tort (perbuatan melawan hukum), and therefore, the issuance of the notes was declared null, void and unenforceable (the June 2006 Decision ). The Indonesian courts accepted the plaintiff s argument that Indah Kiat acted both as a debtor and as a guarantor of the same debt even though, as established by the facts of the case, the Dutch subsidiary established for the purpose of the issuance of the notes was the issuer of the notes and Indah Kiat was the guarantor of such notes. The Indonesian courts also ruled that the establishment of Indah Kiat s Dutch subsidiary to issue the notes was unlawful as it was intended to avoid Indonesian withholding tax. In August 2008, the Indonesian Supreme Court granted a civil review (peninjauan kembali) and overturned the June 2006 Decision (the August 2008 Decision ). The Indonesian Supreme Court in the August 2008 Decision stated that Indah Kiat had failed to prove that the transaction was an act of manipulation of the law from which Indah Kiat suffered a loss. Therefore, the Indonesian Supreme Court concluded that the defendants did not commit any unlawful act. The Indonesian Supreme Court further stipulated that it was clear that the money borrowed by Indah Kiat from the Dutch subsidiary originated from the issuance of notes, as evidenced in the recital of the relevant loan agreement, and the claim that the whole transaction was a manipulation of the law had no merit. On the point of validity and enforceability of the security documents, the Indonesian Supreme Court, in the August 2008 Decision, found that the security agreements would be enforceable as long as the underlying agreements were still valid and binding. On the tax issues, the civil review considered that the supreme court had misapplied the tax law as it did not prohibit tax saving and thus the claim relating to tax was annulled. The Indonesian Supreme Court also stated that claims arising out of and in connection with the New York law governed agreements in that transaction (such as the indenture, the loan agreement, the amended and restated loan agreement and the underwriting agreement), should be brought to the appropriate court in the state of New York and not in the District Court of Bengkalis, Indonesia. Despite the decision described above, the Indonesian Supreme Court has taken a contrary view with respect to PT Lontar Papyrus Pulp & Paper Industry ( Lontar Papyrus ), a sister corporation of Indah Kiat. According to an Indonesian Supreme Court decision in the civil review level, in March 2009 (the March 2009 Decision ), the Indonesian Supreme Court refused a civil review petition against a judgment which originated from the District Court of Kuala Tungkal, in South Sumatra, which was upheld by the Indonesian Supreme Court in cassation. This judgment invalidated notes issued by APP International Finance Company B.V. ( APP International ), which were guaranteed by Lontar Papyrus. Lontar Papyrus legal arguments in its lower court case were fundamentally similar to those in the earlier cases by Indah Kiat namely, that, under the notes structure, the plaintiff was acting as both the debtor and guarantor for the same debt and, therefore, the structure was invalid. The Indonesian Supreme Court s refusal to grant a civil review over the lower court s decision effectively affi rmed that the lower court s decision to invalidate Lontar Papyrus obligations under the notes and that the judgment was then fi nal. Lontar Papyrus and Indah Kiat are subsidiaries of Asia Pulp & Paper Company Ltd., and their original court cases against their creditors were fi led at approximately the same time. While the lower court decisions in certain of these cases have been ultimately annulled by the Indonesian Supreme Court, as was the case in August 2008, it appears that the Indonesian Supreme Court has taken a contradictory view on the Lontar Papyrus case. The Indonesian Supreme Court was of the view that Lontar Papyrus had fully paid its debt to APP International under the relevant loan agreement, thus there was no other legal obligation v

9 that must be fulfi lled by Lontar Papyrus, whether in its capacity as debtor under the loan agreement or guarantor under the indenture. Further, the Supreme Court was of the view that any claim from the noteholders should be addressed to APP International as the issuer and should be pursued separately. The Indonesian Supreme Court did not consider the fact it was APP International which defaulted on its payment obligations to the noteholders and Lontar Papyrus had guaranteed the payment obligation of APP International under the notes. In addition, the Indonesian Supreme Court affi rmed the lower court decision which has invalidated all of the transaction documents, including the guarantee. On 25 January 2011, the Indonesian Supreme Court refused to grant a civil review of a Bengkalis District Court decision which invalidated the agreements and securities documents in relation to the August 2008 Decision s US$500 million notes, and the Indonesian Supreme Court s decision was signed in September 2011 (the September 2011 Decision ). The September 2011 Decision was initially brought by a Dutch subsidiary of Indah Kiat at the Bengkalis District Court in Riau. The September 2011 Decision contained the facts and legal claims that are similar to the facts and legal claims previously brought by Indah Kiat in relation to the June 2006 Decision and August 2008 Decision. The Indonesian Supreme Court s refusal to grant a civil review of the lower courts decision effectively affi rmed the Bengkalis District Court s decision and therefore renders it fi nal. In a separate case, on 8 December 2014, the Supervisory Judge in proceedings before the Commercial Court of the Central Jakarta District Court determined that noteholders were not creditors of PT Bakrie Telecom Tbk. ( Bakrie Tel ) for purposes of its court-supervised debt restructuring, known as a PKPU (the Bakrie Tel PKPU ). Bakrie Tel, an Indonesian telecommunications company, is the guarantor of US$380 million of senior notes issued in 2010 and 2011 by a Singapore-incorporated special purpose vehicle that is a subsidiary of Bakrie Tel. The proceeds from the offering of the notes were on-lent to Bakrie Tel pursuant to an intercompany loan agreement, which was assigned to the noteholders as collateral. In its decision affi rming the composition plan, the Commercial Court accepted the Supervisory Judge s determination that the relevant creditor of Bakrie Tel in respect of the US$380 million notes was the issuer subsidiary, rather than the noteholders or the trustee, and gave no effect to the guarantee. As such, only the intercompany loan was recogni sed by the Commercial Court as indebtedness for which Bakrie Tel was liable for purposes of the Bakrie Tel PKPU. As a result, only the issuer subsidiary had standing as a Bakrie Tel creditor to vote in the Bakrie Tel PKPU proceedings, which substantially altered the terms of the U.S. dollar bonds and the guarantee. Similar to the Bakrie Tel PKPU case, an Indonesian company, PT Trikomsel Oke Tbk. ( Trikomsel ), in early 2016 entered into a suspension of payment obligation (PKPU) under the Indonesia bankruptcy law regime. The PKPU administrators were reported to have rejected claims that arose from holders of their two Singapore Dollar bonds and took the position that the respective trustee under each bond did not have any standing to make claims on behalf of bondholders. Further, they asserted that only individual bondholders that had fi led claims on their own would be able to participate in the PKPU proceedings and be permitted to vote on any restructuring plan. On 28 September 2016, the PKPU process was settled between Trikomsel and its creditors through the establishment of a composition plan (rencana perdamaian), which was approved by certain bondholders and subsequently ratifi ed by the Jakarta Commercial Court. Based on an announcement from Trikomsel on 5 October 2016, under the approved composition plan, the bondholders of the two of Singapore Dollar bonds may be required to exchange their notes into new shares to be issued by Trikomsel, thereby extinguishing the bonds. Notwithstanding such settlement, the fact remains that during the PKPU process, the PKPU administrator rejected the trustees claim, stating that the trustees do not have any legal standing to make claims on behalf of the bondholders and therefore do not have any voting rights in the creditors meeting. The Indonesian legal system does not recogni se the concept of precedent recogni sed in the common law system but does acknowledge the concept of jurisprudence. This means that Indonesian court decisions are not binding precedents and do not constitute a source of law at any level of the judicial hierarchy as would be the case in common law jurisdictions. Accordingly, an Indonesian court could take a similar approach in any dispute regarding the Securities and declare them unenforceable and may award the Guarantors damages from purchasers of the Securities. Therefore, the outcome of specifi c cases in the Indonesian legal system is subject to considerable discretion and uncertainty. vi

10 Under the Indonesian Civil Code, a guarantor may waive its right to require an obligee to exhaust its legal remedies against an obligor s assets on a guaranteed obligation prior to the obligee exercising its rights under the related guarantee, and the waiver is enforceable against the guarantor. The Guarantees contain a waiver of this obligation. The Indonesian Civil Code stipulates that once a guarantor has waived its rights to require a lender to exhaust its legal remedy against the obligor, such guarantor may no longer claim otherwise. Interplex have been advised by Indonesian counsel that even though the Guarantees contain such a waiver, the Guarantors could successfully petition a court to require the trustee and noteholders to exhaust their remedies against the Issuer before acting against the Guarantors. If a court grants such a request, the Guarantors may not be required to comply with their obligations under their Guarantees until the trustee and noteholders have exhausted all legal remedies against the Issuer. This could increase the costs of pursuing a claim and the time required to obtain relief. For more information on these risks, see Risk Factors Risks Relating to the Notes, the Guarantees and the Collateral. STABILISATION In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the stabilising manager(s) (the Stabilising Manager(s) ) (or any person acting on behalf of any Stabilising Manager(s)) in the applicable Pricing Supplement 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 the 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 Notes and 60 days after the date of the allotment of the Notes. Any stabilisation action or overallotment must be conducted by the relevant Stabilising Manager(s) (or any person acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws, rules and regulations. ROUNDING OF AMOUNTS Certain monetary amounts and percentages in this Offering Circular have been subject to rounding adjustments; accordingly, fi gures shown as totals in certain tables may not be an arithmetic aggregation of the fi gures which precede them. Any discrepancies in the tables included herein between the listed amounts and totals thereof are due to rounding. INDUSTRY AND MARKET DATA Market data and certain industry forecasts used throughout this Offering Circular have been obtained from internal surveys, market research, publicly available information and industry publications. Industry publications generally state that the information that they contain has been obtained from sources believed to be reliable but that the accuracy and completeness of that information is not guaranteed. Similarly, internal surveys, industry forecasts and market research, while believed to be reliable, have not been independently verifi ed, and none of the Issuer, the Subsidiary Guarantors, the Arrangers, the Dealers, the Trustee or the Agents or any person who controls any of them, or any of their respective offi cers, employees, advisers or agents, or any affi liate of any such person, makes any representation as to the accuracy of that information. CERTAIN DEFINED TERMS AND CURRENCY PRESENTATION References in this Offering Circular to Singapore are to the Republic of Singapore, the United States are to the United States of America, references to the PRC are to the People s Republic of China, excluding the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan. vii

11 In this Offering Circular, unless otherwise specifi ed or the context otherwise requires, all references to Singapore dollars and S$ are to the lawful currency for the time being of Singapore, all references to U.S. dollars, U.S.$ and US$ are to the lawful currency for the time being of the United States of America, all references to Euro and are to the lawful currency of member states of the European Union that adopt the single currency introduced in accordance with the Treaty establishing the European Community, as amended from time to time, all references to Renminbi and RMB are to the lawful currency for the time being of the PRC. For convenience and unless otherwise noted, all translations in this Offering Circular of Singapore dollar amounts into U.S. dollar amounts in this Offering Circular in relation to the fi nancial information or data (i) for the year ended 30 June 2016 were made at the exchange rate of US$1: S$1.35; (ii) for the year ended 30 June 2017 were made at the exchange rate of US$1: S$1.38; and iii) for the year ended 30 June 2018 were made at the exchange rate of US$1: S$1.35. No representation is made that the U.S. dollar or Singapore dollar amounts referred to in this Offering Circular could have been made or could be converted into U.S. dollars or Singapore dollars, as the case may be, at any particular rate or at all. Unless otherwise specifi ed in this Offering Circular, references to Conditions are to the Terms and Conditions of the Notes, and references to the Latest Practicable Date are to 30 September FORWARD-LOOKING STATEMENTS This Offering Circular includes forward-looking statements regarding, amongst other things, the Group s business, results of operations, fi nancial conditions, cash fl ow, future expansion plans and business strategy. These forward-looking statements can be identifi ed by the use of forward-looking terminology, including the words and terms believe, expect, plan, anticipate, intend, aim, project, seek, should, will, would, could, schedule, estimate or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Offering Circular and include statements regarding the Issuer s and the Subsidiary Guarantors intentions, beliefs or current expectations concerning, among other things, the Group s results of operations, fi nancial condition, liquidity, prospectus, growth, strategies and the industry in which the Group operates. By their nature, forward-looking statements are subject to numerous assumptions, risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Investors are cautioned that forward-looking statements are not guarantees of the Group s future performance and their actual results of operations, fi nancial condition and liquidity, and the development of the industries in which they operate, may differ materially from those made in or suggested by the forward-looking statements contained in this Offering Circular. In addition, even if the Group s results of operations, fi nancial condition and liquidity and the development of the industries in which the Group operate are consistent with the forward-looking statements contained in this Offering Circular, those results or developments may not be indicative of results or developments in subsequent periods. The cautionary statements set forth above should be considered in connection with any subsequent written or oral forward-looking statements that the Issuer or persons acting on its behalf may issue. The Issuer does not undertake any obligation to review or confi rm analysts expectations or estimates or to release publicly any revisions to any forward-looking statements to refl ect events or circumstances after the date of this Offering Circular. Investors should read the factors described in the Risk Factors section of this Offering Circular to better understand the risks and uncertainties inherent in the Issuer s and the Subsidiary Guarantors business and underlying any forward-looking statements. Any forward-looking statements that the Issuer and/or the Subsidiary Guarantors make in this Offering Circular speak only as at the date of this Offering Circular, and the Issuer and the Subsidiary Guarantors undertake no obligation to update such statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance and should only be viewed as historical data. viii

12 PRESENTATION OF FINANCIAL INFORMATION AND OTHER DATA Audited and Reviewed Financial Information Unless otherwise indicated, financial information in this Offering Circular has been prepared in accordance with the provisions of the Companies Act, Chapter 50 of Singapore and Singapore Financial Reporting Standards ( SFRS ). SFRS differs in certain respects from generally accepted accounting principles in other countries, including International Financial Reporting Standards ( IFRS ), which differences might be material to the fi nancial information presented herein. Potential investors should consult their own professional advisers for an understanding of the difference between SFRS, IFRS and accounting principles in certain other jurisdictions, and how those differences might affect the fi nancial information presented herein. In making an investment decision, investors must rely upon their own independent examination of the Issuer, the Group, the terms of this offering and the recent fi nancial information of the Issuer and the Group. Unless specifi ed or the context otherwise requires, all fi nancial information in this Offering Circular is presented on a consolidated basis. This Offering Circular contains the audited consolidated fi nancial information of the Issuer as at and for the years ended 30 June 2016, 2017 and The audited consolidated fi nancial information of the Issuer as at and for the years ended 30 June 2016, 2017 and 2018 has been derived from the Issuer s consolidated fi nancial statements for the years ended 30 June 2016, 2017 and 2018 (the Issuer s Audited Consolidated Financial Statements ), which have been audited by Ernst & Young LLP (the Auditors ). Non-SFRS Financial Measures As used in this Offering Circular, a non-sfrs fi nancial measure is one that purports to measure historical or future fi nancial performance, fi nancial position or cash fl ows, but excludes or includes amounts that would not be so excluded or included in the most comparable SFRS measures. EBITDA is a non-sfrs fi nancial measure which is defi ned as earnings before interest, tax, depreciation and amortisation and other non-cash items. EBITDA and Adjusted EBITDA, as used in this Offering Circular, are supplemental fi nancial measures of the Group s performance and are not required by, or presented in accordance with, SFRS or generally accepted accounting principles in certain other countries. Furthermore, EBITDA and Adjusted EBITDA are not measures of fi nancial performance or liquidity under SFRS or any other generally accepted accounting principles and should not be considered as alternatives to net income, operating income or any other performance measures derived in accordance with SFRS or any other generally accepted accounting principles. EBITDA and Adjusted EBITDA should not therefore be considered in isolation from, or a substitute for, the analysis of the fi nancial condition or results of operations of the Group, as reported under SFRS. Further, EBITDA and Adjusted EBITDA may not refl ect all of the fi nancial and operating results and requirements of the Group. In particular, EBITDA and Adjusted EBITDA do not refl ect the Group s needs for capital expenditures, debt servicing or additional capital that may be required to replace assets that are fully depreciated or amortised. Other companies may calculate or defi ne EBITDA and Adjusted EBITDA differently, limiting its usefulness as a comparative measure. See Selected Financial Information Other Financial Data for information on how the Issuer calculates EBITDA and Adjusted EBITDA. The Issuer believes that these supplemental fi nancial measure (i) facilitates operating performance comparisons for the Group from period to period by eliminating potential differences caused by variations in capital structures (affecting interest expense), tax positions (such as the impact on periods of changes in effective tax rates or net operating losses) and the age and book depreciation of tangible assets (affecting relative depreciation expense), and (ii) is useful for investors in assessing the Group s ability to incur and service its debt, including the Notes to be issued hereunder. The Issuer has presented this supplemental fi nancial measure because it believes these measures are frequently used by securities analysts and investors in evaluating similar issuers, and this data is not necessarily indicative of the results that may be expected for the fi nancial year ending 30 June 2018, and should not be used as the basis for, or prediction of, an annualised calculation. ix

13 Non-financial operating data Certain key performance indicators and other non-fi nancial operating data included in this Offering Circular are derived from management estimates, are not part of the Issuer s fi nancial statements or fi nancial accounting records, and have not been audited or otherwise reviewed by outside auditors, consultants or experts. The Issuer s use or computation of these terms may not be comparable to the use or computation of similarly titled measures reported by other companies. Any or all of these terms should not be considered in isolation or as an alternative measure of performance under SFRS. DOCUMENTS INCORPORATED BY REFERENCE This Offering Circular should be read and construed in conjunction with (i) each relevant Pricing Supplement, (ii) the most recently published audited consolidated annual fi nancial statements and any interim fi nancial statements (whether audited or unaudited) published subsequently to such annual fi nancial statements of the Issuer from time to time (if any), (iii) all amendments and supplements from time to time to this Offering Circular, which shall be deemed to be incorporated in, and to form part of, this Offering Circular and which shall be deemed to modify or supersede the contents of this Offering Circular to the extent that a statement contained in any such document is inconsistent with such contents. Any statement that is modifi ed or superseded in this manner will no longer be part of this Offering Circular, except as modifi ed or superseded. Copies of all such documents which are so deemed to be incorporated by reference herein (which, for the avoidance of doubt, shall exclude fi nancial statements that are not published publicly by the Issuer), and to form part of, this Offering Circular are available for inspection at the specifi ed offi ce of the Trustee during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) set out at the end of this Offering Circular. x

14 CONTENTS Page SUMMARY OF THE ISSUER AND THE GROUP... 1 SUMMARY CORPORATE AND FINANCING STRUCTURE SUMMARY OF THE PROGRAMME SELECTED FINANCIAL INFORMATION RISK FACTORS TERMS AND CONDITIONS OF THE NOTES DESCRIPTION OF CERTAIN FINANCING ARRANGEMENTS... SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM... USE OF PROCEEDS... CAPITALISATION AND INDEBTEDNESS... BUSINESS... DIRECTORS AND MANAGEMENT... TAXATION... CLEARANCE AND SETTLEMENT... SUBSCRIPTION AND SALE... FORM OF PRICING SUPPLEMENT... GENERAL INFORMATION... INDEX TO FINANCIAL STATEMENTS... INDEX OF DEFINED TERMS F-1 194

15 SUMMARY OF THE ISSUER AND THE GROUP The summary below is only intended to provide a limited overview of information described in more detail elsewhere in this Offering Circular. As it is a summary, it does not contain all of the information that may be important to investors and terms defi ned elsewhere in this Offering Circular shall have the same meaning when used in this summary. Prospective investors should therefore read this Offering Circular in its entirety. OVERVIEW Interplex designs, develops and manufactures mission critical customised interconnect and sensor solutions and specialised high precision products ( HPP ) (HPP imply products where material science and engineering with very tight tolerances are combined and in some case miniaturisation to address specifi c design challenges) with a main focus on the electrifi cation of cars, autonomous driving, medical devices and life sciences. These product segments (interconnect and sensor customised solutions and specialised high precision products), which together comprise of approximately 66% of the Group s revenue for the fi nancial year ended 30 June 2018, are characterised by signifi cant barriers to entry due to long qualifi cation and reliability testing (typically months or more) as a result of stringent regulatory requirements and a long product life cycle in its end markets (approximately 7-10 years). Interplex is also one of a few key suppliers of compliance press-fi t connectors for the automotive industry and speciali sed plating technology for Whiskers mitigation under its in-house developed formula IndiCoat. Enclosures, which is the Group s third largest product segment, account for approximately 19% of the Group s revenues for the fi nancial year ended 30 June 2018, provides strong cash fl ow generation and is expected to benefi t from the increase in data centre deployment globally. Interplex operates a global business across 34 locations in 13 countries, providing its customers with an integrated capability to manage an increasingly complex supply chain in their fast-growing end markets. Interplex s business is highly diversifi ed across eight end markets, namely automotive ( Auto ), medical and life sciences ( MLS ), datacom and telecom ( DT ), industrial products, industrial electronics, aerospace, white goods and printing & imaging. Auto, DT and MLS accounted for 35%, 27% and 8% of the Group s revenues for the fi nancial year ended 30 June 2018, respectively. Interplex has built long-term, strategic relationships with its customers for almost 50 years, which consist of over 100 multinational and blue-chip companies, as at the Latest Practicable Date. No single customer accounted for more than 10% of the Group s revenues based on the average for the last three fi nancial years, and its top 10 customers accounted for 45% of the Group s revenue for the fi nancial year ended 30 June 2018, with an average duration of customer-client relationship spanning 19 years. Additionally, 73% of the Group s top 30 customers have had a relationship of more than 10 years with the Group. As of 30 June 2018, approximately 78% of Interplex s revenue from top 30 customers are single source (meaning that there are no other manufacturers supplying the same products under the same programme) and approximately 6 7% of Interplex s top 30 customers operate from two or more Interplex locations. As at the Latest Practicable Date, Interplex has not lost any of its strategic customers. The following diagram illustrates a breakdown of the Group s revenue by industry, region, product and currency for the fi nancial year ended 30 June 2018: 1

16 Interplex s unique value proposition and competitive advantage stems from its ability to provide a broad spectrum of mechanical and electromechanical integrated solutions across its global footprint. Interplex s commitment to working closely with customers from the early stages of design and product development to the engineering and manufacturing of products enables it to develop a specialised understanding of its customers and their requirements, and to provide value-added services through early involvement in each stage of its customers manufacturing process. In addition to having nine research facilities located in six countries around the world which are strategically located close to its customers, Interplex believes that its diverse exposure to different customers and different end-markets is a valuable source of building internal know-how which allows it to apply relevant skills, technologies and learnings across customers and industries. Interplex s products are generally wholly customised and customer-specifi c. Interplex s stamping and moulding capacity is fungible across industries, which allows it to optimise utilisation. Tooling and automation equipment are typically wholly funded by Interplex s customers which Interplex believes further enhances the stickiness of its customer base. Interplex believes that it is currently well-positioned to benefi t from strong industry fundamentals and megatrends in the respective industries and markets that it presently serves, particularly in the automotive, internet of things ( IoT ), cloud computing and medical and life sciences industries. Megatrends are transformable, global forces that defi ne the future of all industries. The digitalisation of industries, connectivity and environmental challenges will all be main forces. The following table sets out what Interplex believes to be the key drivers and trends causing disruption in each segment in which it operates, as at the Latest Practicable Date: Segment (Megatrend) Auto ( Innovating to Zero) MLS (Health, Wellness and Well-being) Drivers Electrifi ed Autonomous driving Medical Carts Diabetes Related Devices Oral Healthcare Trends Causing Disruption Adoption of electric vehicles (EV, Hybrid, Hydrogen) Weight reduction (lighter vehicles) epower-trains transformation Power Electronics Increase in safety sensors due to stricter safety regulations Driver assistance Emergency braking Adoption of mobile medical workstations Patient safety and staffi ng issues Prevalence of diabetes Increasing expenditure on diabetes treatment Growing awareness of oral hygiene Prevalence of dental cavities 2

17 Segment (Megatrend) Drivers Trends Causing Disruption DT (Connectivity and Convergence) Social Media Ever increasing data consumption and creation Internet of Things Increasing criticality of speed in accessing data Increasing prevalence of smart sensor devices Increasing demand for automotive memory Cloud Storage Shift of data storage to the cloud and growth of hyperscale data centers Since Interplex s privatisation in mid-2016, its new owner, Baring Private Equity Asia, has dedicated a signifi cant amount of resources to Interplex to drive profi tability and growth. For the fi nancial year ended 30 June 2018, The Group achieved revenue of US$991.5 million, representing year-on-year growth of 1 4%. Adjusted EBITDA for the fi nancial year ended 30 June 2018 was US$100.4 million. STRENGTHS AND STRATEGIES Competitive Strengths Interplex identifi es the following as its principal competitive strengths: A growing market leader in interconnect customised solutions, sensors and high precision products. Interplex benefi ts from the underlying trend of industries moving towards electrifi cation where accuracy, high precision, reliability and durability are key requirements, especially for products that are required to withstand and perform in harsh environments in the automotive, industrial and medical segments and for over a long period (up to 10 years). Interplex believes that the electrifi cation of automotive powertrains and the addition of more safety features are key factors that are re-shaping the connector industry with new customised interconnect markets emerging. Interplex is also benefi tting from the industry shift towards compliance press-fi t connectors. This allows lead-free, solderless processes which improves manufacturing safety and reduces environmental impact. Interplex believes that it is one of the few global specialists in customised interconnect solutions and has a leading position in the electrifi cation of cars which have high performance requirements. Interplex has been building up its portfolio of compliance press-fi t connectors for over decade and today is one of the few suppliers worldwide with automotive compliant press-fi t connector capabilities. Of this group of suppliers, only a handful can support the industry globally. Interplex s solutions are generally customised for a specifi c car model / engine, with no two original equipment manufacturers ( OEMs ) or tier 1 and 2 suppliers to OEMs using the same products. This differentiates Interplex from the other major connector players who generally produce standardised connectors which are largely focused on on-board applications and power as well as cable harnessing. Among other global customised interconnect solution providers, Interplex believes that it is the only one with fully integrated capabilities and is one of the few players who can support its customers globally. Miniaturisation and composability are two other trends that Interplex believes are becoming more pervasive, driven by the IoT. These trends are leading to a network of physical devices, vehicles, home appliances, and other items embedded with electronics, software, sensors, actuators and connectivity which enables these things to connect and exchange data, creating opportunities for more direct integration of the physical world into computer-based systems, resulting in an increasing need for specialised high precision products. Interplex s strength in designing, developing and manufacturing HPP with very tight tolerances creates opportunities in the markets where the two trends are moving towards. Mission critical nature of the products with significant barriers to entry leading to strong customer retention. Interplex believes that it has a strong defensible position in specialised industry groups which is diffi cult to replicate for new entrants. 3

18 For example, in the Auto industry, Interplex is a supplier to many tier 1 suppliers to OEMs. It is typical for any supplier in the industry to undergo a design and qualifi cation process (PPAP) 1 of between 18 to 24 months with such customers before that supplier will qualify to be on the customer s approved vendor list, or AVL. Interplex s compliance press-fi t connector portfolio cannot be easily replicated by competitors due to the lengthy validation process. Every new product generation requires approximately 2 years of actual driving validation. Due to the homologation of end products as well as the frequent need for regulatory approval, a change of supplier would also be very costly and a viable alternative would be logistically diffi cult to source. Further, any such supplier will also need to demonstrate that it has the fi nancial capacity to fund the investments or costs incurred through the qualifi cation period, as well as a global footprint, particularly in the geographies in which its customers operate to be able to respond to its end-customers needs on a swift and timely basis. Interplex believes that the increasing electrifi cation and complexity of precision components used in the automotive industry will only serve to increase those qualifi cation periods and the fi nancial demands made on potential new market entrants. Once a supplier is qualifi ed to be on the customer s AVL, the product life-cycle for the components in question is typically a seven to ten year period, during which time customers are unlikely to seek out competing suppliers on account of high switching costs (as it is the customer who bears the cost of the capital expenditure required for tooling and the relevant qualifi cation costs), and their desire to achieve a consistent supply of quality components built to their specifi cations. In addition, and in light of the critical nature of Interplex s products, customers prioritise the quality and reliability of components manufactured by their suppliers as well as on-time delivery over cost, with any new market entrants therefore unable to compete with incumbent market suppliers solely on the basis of pricing. In the MLS industry, the components for the medical devices that Interplex s customers manufacture and market are subject to regulation and approval by numerous worldwide regulatory bodies, including the U.S. Federal Drug Administration, and comparable international regulatory agencies (i.e. EU MDR). These agencies require manufacturers of medical devices to comply with applicable laws and regulations governing development, testing, manufacturing, labelling, marketing and distribution in order for their products to gain approval. Medical devices are also generally subject to varying levels of regulatory control based on the risk level of the device. Accordingly, this validation and approval process leads to the same supply-side dynamics as the automotive industry, with customers being unlikely to seek out competing suppliers on account of high switching and qualifi cation costs. Similar to Auto, the supplier qualifi cation timing is long at more than 24 months, and the product life cycles for MLS products are typically between ten to fi fteen years. Interplex boasts a track record of successfully designing and manufacturing technologically complex medical devices and has professionals with more than 120 years of collective experience in the design of medical products. In the DT industry, specifi cally in Datacom, Interplex is one of the few suppliers with a global presence that can industrialise complex structural enclosures and racks where it is required to launch up to 400 tools in order to meet very tight time lines and with the ability to concurrently launch all products. Interplex is also providing engineering solutions to an increasing demand for taller racks and smaller enclosures to address space constraint issues in data centres as well as improve heat dissipation as CPUs get more powerful. In the Telecom space, Interplex focuses only on customised miniaturi sed interconnect solutions where very high metal tolerances are key for our customers design and manufacture process. This ability to produce high quality products in a comparatively short timeframe helps customers shorten the time-to-market for their own products, which Interplex believes provides it with a distinct competitive advantage. Additionally, Interplex is the sole supplier to many of its DT customers and is able to pass through raw material price increases, both of which are traits unique in this industry. Unlike the Auto and MLS industries, the supplier qualifi cation process is shorter (~ 12 months) and the product life cycles for DT products are typically between two to three years. Interplex believes that, although switching suppliers is possible for its customers, there are no real practical benefi ts for its customers to do so given the costs, investments and time-consuming qualifi cation process associated with switching. Note: 1 Production Part Approval Process (PPAP) is a standardized process in the automotive and other industries that helps OEMs and suppliers communicate and approve production designs and processes before, during, and after manufacture. 4

19 Diversified customer portfolio and long-standing relationship with blue chip customers (as a % of revenue) Interplex serves a diverse set of customers by mainly offering a broad range of customised interconnect and sensor solutions, and high precision parts in different industries, countries and end-markets. No single customer accounted for more than 10% of the Group s revenues based on the average for the last three years and the Group s top 10 customers accounted for 45% of the Group revenue for the fi nancial year ended 30 June 2018 with an average client relationship of 19 years. Additionally, 73% of the Group s top 30 customers have had a relationship of more than 10 years with the Issuer. As of 30 June 2018, approximately 78% of Interplex s top 30 customers are single source (meaning that there are no other manufacturers supplying the same products under the same programme) and 6 7% of Interplex s revenue from top 30 customers operate from more than two locations. As at the Latest Practicable Date, Interplex has not lost any of its strategic customers. The following table sets out a summary of Interplex s top 10 customer relationships (1) Interplex believes that it has become and remains an integral part of many of its customers product development and manufacturing, offering not only product development and industralisation, but also providing innovations and solutions. For example, Interplex was able to provide new solution with its development of Bipolar Plates in relation to Hydrogen Fuel Cells which enables its customers to meet increasing design challenges in their respective industries with greater effi ciency and therefore at optimal cost. 5

20 Single-sourced MSPAs with cost pass-through providing revenue and margin visibility Customers in Interplex s core markets usually enter into Master Sale and Purchase Agreements ( MSPAs ). Although MSPA s are quite common in the industry, commodity price pass-through clauses are relatively unique to Interplex, whereby the customer agrees to adjust payment terms under the MSPA periodically in order to account for higher commodity prices. Most of Interplex s MSPAs include contractual features such as pre-agreed pricing with escalation mechanisms; fi xed raw material suppliers appointed by customers; commodity price pass-through clauses and fi xed capacity investment for a given programme. Interplex s MSPAs also typically involves co-investments from customers and who may be required to invest more if product volumes increase. MSPAs have business revenue cycles of fi ve to 10 years. Interplex also benefi ts from capital expenditure co-investment by its customers, as part of which, customers typically invest in all the tooling, automation and special secondary processes when needed, while Interplex will invest in the generic machinery, which can be used across the board for programmes with other customers. In addition, any costs associated with changes in specifi cations, production and/or logistics are also typically passed through to the customers (such as overtime and freight costs amongst others). Interplex also has the opportunity to re-negotiate with customers if their previously forecasted volumes do not materialise. For the fi nancial year ended 30 June 2018, 77% of Interplex s revenue from top 30 customers is derived from programmes in place with MSPAs. Global footprint serving customers locally Interplex s operations include 34 facilities (many of which are owned directly by Interplex) in 13 countries across Asia, Europe and North America, all of which are globally-coordinated and offer customers the fl exibility of choosing from different manufacturing locations, dependent on their specifi c manufacturing requirements. Interplex s facilities are often located in close proximity to its customers facilities or strategic distribution centres, which, among other benefi ts, enhances co-development opportunities, shortens their time to market and reduces their transportation costs. The Issuer s global footprint is well aligned with its customers as they are forced to move from a regional mindset to a global one and Interplex is one of the few players who are capable to servicing each client from multiple locations. Most of Interplex s manufacturing facilities have adopted a mirror concept, with the objective of facility having the capability to seamlessly manufacture products from a different facility. Interplex believes that its global manufacturing footprint increases its scalability as it can transfer product manufacturing capability across plants and manufacture simultaneously in different locations using replicants of the tools and dies. Additionally, most of the Group s employees are based in Asia with approximately half employed on a contract basis. This allows Interplex to have greater fl exibility in manpower allocations, cost structure adjustments, thereby serving its customers at all stages with low cost solutions. The following diagram illustrates Interplex s global footprint as at the Latest Practicable Date: (5 facilities) 6

21 Interplex believes that there is an increasing trend towards the consolidation of suppliers to customers in the major industries which it serves, and in particular, in the automotive, medical and life sciences and cloud computing industries, as customers in these industry segments prefer to work with a single supplier that provide Any Solution, Anywhere. In addition, multinational companies in these industries typically require their suppliers to have a global footprint that matches their presence in key geographic markets in order to ensure consistency in the quality of products and services provided to them and an ability to meet and react swiftly to their specifi c regional and local requirements. Interplex is well positioned to take advantage of this trend: in addition to its global footprint, Interplex believes that it is one of the few companies in the industry globally capable of providing a truly vertically integrated end-to-end service to its customers. Interplex believes that this full integration strategy is a key competitive advantage in critical mission applications, as customers in this rapidly changing global business environment now prefer working with partners who are able to fully control their product supply chain which ensures high quality and the reliability of the products. Interplex also possesses a broad range of know-how in a myriad of manufacturing processes and research and development ( R&D ) capabilities in the industry. Today, the Issuer believes that it does not have a one to one competitor that can provide the same breadth of solutions to its customers across industries. As part of Interplex s broad range of design expertise and process capabilities, its in-house laboratories also provide comprehensive laboratory and reliability testing services (including plating R&D and metallurgy expertise). This encourages and incentivises Interplex s customers to co-develop and manufacture entire products under one roof, and combined with Interplex s global footprint, allows it to provide its customers with customised end-to-end solutions across various geographies, and thereby being able to swiftly respond to any requirement adjustments. Interplex believes that its commitment to working closely with customers from the early stages of design and product development to the engineering and manufacturing of products enables it to develop a specialised understanding of its customers and their requirements, and to provide end-to-end valueadded services through each stage of its customers manufacturing process, thereby being central to the vertical integration of its customers supply chains. Experienced management team with strong shareholder support As of the Latest Practicable Date, Interplex s Board of Directors consists of six members, two of whom are non-executive directors. Interplex believes that each brings a unique skill set that is benefi cial to it, particular as it looks to execute its strategic objectives. For example, Mr Timothy Conlon, one of the nonexecutive directors, has more than 20 years of senior management experience in the interconnect and printed circuit board (PCB) industry while Mr Paul Hermes, also a non-executive director, has extensive experience in the research and development component in the medical and life sciences industry as former CTO of a sub-division of Medtronics. See Directors and Management for further information on Interplex s Board of Directors. Interplex also benefi ts from a strong management team with extensive experience in sales, design, precision engineering and manufacturing. Several members of the senior management team have strong track records in optimising operations, executing strategic changes and creating shareholder value, and also have experience in managing publicly listed companies with international operations. Interplex s management team has effected a number of operational, strategic and organisational changes that have helped and will continue to help strengthen its competitive positioning and fi nancial performance. For example, the management has adopted a strong focus on quality optimisation, with the implementation of the Interplex Business System, which aims to articulate a quality process for Interplex. This is of particular signifi cance in the industries where quality of is of paramount importance, such as the automotive and medical and life sciences industries, where product liability risk and associated costs of product recalls is particularly signifi cant. In addition, Interplex is wholly-owned by Slater Pte. Limited, a wholly-owned subsidiary of BPEA, which acquired the Issuer in June See Business History and Background. BPEA is a private equity fi rm which runs a pan-asian investment programme, specialising in mid-market companies requiring capital for expansion, recapitalisation or acquisitions, and is one of the largest independently owned private equity fi rms in Asia. BPEA was named the 2015 Asian Private Equity Large Cap Firm of the Year by Private Equity International, and has a strong operating platform and an extensive network to support client operational initiatives and capital markets activities for its portfolio companies. 7

22 BPEA has been actively engaged in the technology sector in Asia and has leveraged its strong track record in that sector to support Interplex s management. Since the acquisition of the Issuer by BPEA, it has assisted Interplex in strengthening its leadership team, improving sales force effectiveness, enhancing employee satisfaction and further reinforcing corporate governance, thereby aiming to create sustainable value to Interplex. BPEA will continue to support Interplex in its initiative to prioritise strong organic growth while continuing to adopt a disciplined approach to acquisitions, focusing on bolt-on targets that are complementary to its business. Strategies Today, Interplex s customers are fi nding it increasingly diffi cult to address the higher degree of design complexity arising from more challenging applications as well as more stringent regulatory requirements. OEMs are demanding that suppliers support them in areas in which they do not have adequate expertise to be able to achieve their technology and innovation roadmap. Therefore, Interplex s long-term strategy is to continue to invest more into providing new innovative solutions in the customised interconnect, sensors and high precision products space while continuing to leverage its strengths to maintain and build on its existing business as well as to focus on the Auto, MLS and DT segments which enjoy higher barriers to entry and comparatively higher margins. Interplex believes that this objective can be achieved through the implementation of the following strategies: Focus on high growth segments Interplex has a diverse set of customers that operate in a wide variety of industries across diverse geographic locations, and it is able to develop tailored solutions for specifi c industries. Over the past few years, our range of expertise has allowed us to expand our solutions to customers in diverse end markets with high growth potential. Interplex aims to continue to focus on establishing and growing our presence in such high growth markets such as Auto and MLS, in order to continue to build on and benefi t from the competitive advantages that Interplex currently enjoys from its existing business model. See Strengths. Interplex is moving away from a generalist approach as it believes that an industry group-focussed model is optimal to cementing its strategic position that will allow it to access higher margin work in the long term and keep economies of scale in the process. As such, and given Interplex s current presence in industries which are characterised by intensive qualifi cation processes and complex industrialisation (see Competitive Strengths Mission critical nature of the products with signifi cant barriers to entry, above), Interplex aims to continue to leverage its technological and R&D design expertise and manufacturing capabilities to focus on these industries. This approach has led to the adoption of Interplex s current operating structure. See Business Business Operations - Operating Structure. Sales transformation Interplex will continue to upgrade its new corporate sales organisation to focus on key high growth markets and engage its global footprint and vertically integrated capabilities to serve its global customer base. Interplex seeks to implement its strategy with a focus ed sales and marketing team and by providing integrated solutions to customers and adding new services to its existing network of globally-coordinated manufacturing facilities. Additionally, Interplex has made key changes to the sales functions and created a new central sales organisation to manage key global strategic accounts in the targeted high growth automotive and medical and life sciences markets. This central sales organisation comprises global strategic account and regional account management under the supervision of the senior vice-president of sales. Global strategic accounts are managed by global account managers while regional accounts are managed by a regional sales team. Interplex has also invested in new customer relationship management systems, and designed and implemented detailed account plans for each of its key accounts, which include a product roadmap strategy aimed at offering complementary services and solutions to its existing customers. 8

23 Expand and build the business around customised specific application solutions In addition to the focus on high growth markets, Interplex believes that it will be able to enhance its margins by focusing on designing, developing and manufacturing customised interconnect, sensors and high precision products. Interplex believes that this will position it optimally to continue to entrench itself in the supply chains of customers who seek out solutions providers that are able to provide engineering capabilities in their vertically integrated supply chains. To achieve this objective, Interplex is increasing its investments into product development and specialised R&D centres (including in-house laboratory capabilities related to plating, metallurgy and additive manufacturing) to enhance its capability to provide value-added customised solutions to its customers. In addition, Interplex has also strategically put in place product development teams across Asia, Europe and the United States in order to serve its customers that have global operations and in various industry groups as well as to support the R&D activities of its local manufacturing facilities. Interplex believes that this provides it with a greater understanding of and ability to respond to its customers local requirements, and enhances its ability to provide customised and vertically-integrated products and solutions. As at the Latest Practicable Date, Interplex has nine product development facilities in California, Michigan, Illinois, Germany, Scotland, Hungary, Suzhou, Hangzhou and Singapore, respectively. See Business Manufacturing, Research and Development Manufacturing Locations for details. Interplex also has innovation centres which provide the industrialisation support for new products and specialised research labs in the areas of metallurgy, plating technology and metal 3D printing. These innovation centres also have an advanced tooling and automation centres to support all types of product industrialisation. Some of the additional services provided by the innovation centres include design, prototyping, sheet metal fabrication, lab testing, new technology development, plastic moulding, and precision tool and die making. Interplex has nine research facilities located in six countries around the world, which are strategically located close to its customers. Interplex Product Development Facilities The product development teams, together with the innovation centres, are strategically located in close proximity to Interplex s customers engineering centres (where decisions are made), and to complement its manufacturing facilities by providing round-the-clock support for technological knowledge, engineering expertise and design capabilities, which enables it to meet customer requirements for fast turnaround, customised fi t, special functionality and fast production ramp-up. Improve operational efficiency As Interplex expands its capabilities, it will continue to focus on business process automation to create profi tability analyses and operational key performance indicators, which it believes will allow management to make strategic business decisions. Interplex will look to build an operational improvement team focused on increasing profi tability for key programmes through better production planning, improving machine utili sation and higher quality processes. Interplex also aims to target headcount optimisation and productivity improvement through process streamlining and automation. Issuer Information The Issuer is a company incorporated under the laws of Singapore. The Issuer s registered offi ce is at 298 Tiong Bahru Road, #17-01, Central Plaza, Singapore

24 SUMMARY CORPORATE AND FINANCING STRUCTURE The following diagram shows a simplifi ed summary of the Group s corporate and fi nancing structure as of the Latest Practicable Date. The following is provided for indicative and illustration purposes only and should be read in conjunction with the information contained in this Offering Circular as a whole. The diagram does not include all of the Issuer s Subsidiaries, nor all of the debt obligations of the Group. For a summary of the debt obligations of the Group, see the sections titled Description of Certain Financing Arrangements and Capitalisation and Indebtedness. 10

25 Initial Initial Subsidiary Issuer Restricted Guarantors Subsidiaries Baring Private Equity Asia VI Holdings (7) Limited 100% Slater Pte. Ltd. 100% Interplex Holdings Pte. Ltd. (1) 100% 100% 100% 75% 100% 75% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 66.3% 50% Interplex Interplex Interplex Interplex AEL Interplex Amtek Interplex Interplex AE Amtek Amtek Precision Huizhou Interplex Precision (Suzhou) Business Interplex Interplex AEL PT Amtek Investments Precision Amtek Interplex Cheval (Huizhou) Metalforming Technology Investments International Technology (H.K.) Technology Engineering Precision Support Europe Precision Engineering Engineering Czech Technology (USA) Plastic AE Rubber Electronic Industries (Shanghai) Sdn. Bhd. Pte Ltd (2) Pte Ltd (S) Industries Pte Ltd. (2) (Shanghai) Engineering Sdn. Bhd. Development Technology Sdn. Bhd. Batam (2) Republic, (India) Enterprises Industries Ltd Ltd. Pte Ltd. (2) Limited Ltd. Ltd. (in process SA (Hanoi) Sdn Bhd Enclosures s.r.o. Private Ltd. Inc. Pte. Ltd. (2) Co. Ltd (Dormant) of Co., Ltd (Dormant) voluntary 99.6% 0.4% liquidation) 100% 100% Interplex Electronic (Dalian) Co. Ltd. [China] 100% Interplex Industries (Hangzhou) Co. Ltd. [China] 100% PT Interplex Precision Batam 30% 70% 70% 30% Interplex Technology (H.K.) Limited Amlab Services Pte Ltd Huizhou Interplex Technology Ltd 95% 100% 100% PT Amtek Precision Components Batam (2) Amtek Hungary ZRT, (in process of voluntary liquidation) 100% Amtek Luxembourg S.a.r.l. (3) 100% 100% Interplex Precision Engineering Czech Republic 100% 100% NAS Holding Corp. (3) 100% 100% Interplex Daystar, Inc. (3) 100% Interplex Asia, Ltd. (3) Amtek USA, Inc. (2) Interplex Industries Inc. (3) 100% 100% 100% Interplex PMP Limited. (3) 100% Interplex Engineered Products, Inc. (3) 100% (4) 100% Amtek (Zhongshan) Industries Ltd (Dormant) 100% Interplex NAS, Inc. (3) 100% PT Amtek Plastic Batam 100% Amtek Plastic Technology Pte. Ltd. (Dormant) Lian Jun (Shenzhen) Technology Ltd. (Dormant) 100% Interplex Plastic Industries (H.K.) Limited 100% 100% Interplex Plastic (Shenzhen) Ltd AE Polymer Sdn Bhd 100% 100% Rising Effort Sdn Bhd (Dormant) Interplex Amtek Electronic Luxembourg Interplex Interplex Interplex Interplex (Hangzhou) S.a.r.l. US Sun Belt, Nascal, China, Etch Logic, Co. Ltd. Inc. (3) Inc. (3) Branch Inc. (3) LLC. (3) [China] (1) Interplex Holdings Pt. Ltd., as Issuer, is also the primary borrower under the credit facilities provided under the Senior Facilities Agreement (as defi ned in Description of Certain Financing Arrangements US$ million Senior Facilities Agreement ). (2) The Initial Subsidiary Guarantors are also guarantors of the credit facilities provided under the Senior Facilities Agreement. See Description of Certain Financing Arrangements US$ million Senior Facilities Agreement. Restricted Subsidiaries who will in future guarantee the credit facilities provided under the Senior Facilities Agreement will also provide a Guarantee of Notes issued under the Programme which are subject to certain exemptions and qualifi cations as currently provided for in the Senior Facilities Agreement. See Terms and Conditions of the Notes Status and Subsidiary Guarantees Subsidiary Guarantees. (3) The Initial Subsidiary Guarantors accounted for approximately U.S.$24.8 million and U.S.$33.4 million, or 26.8% and 35.4%, of the Group s Consolidated EBITDA for the fi nancial years ended 30 June 2017 and 2018, respectively, and approximately U.S.$131.2 million and U.S.$172.0 million, or 16.1% and 19.5%, of the Group s total assets, in each case as of 30 June 2017 and 2018, respectively. (4) Interplex Etch Logic, LLC is 100% owned through Interplex Industries, Inc. and Interplex Engineered Products, Inc. 11

26 SUMMARY OF THE PROGRAMME The following summary is qualifi ed in its entirety by the remainder of this Offering Circular. This summary must be read as an introduction to this Offering Circular and any decision to invest in the Notes should be based on a consideration of the Offering Circular as a whole, including any information incorporated by reference. Phrases used in this summary and not otherwise defi ned shall have the meanings given to them in the sections entitled Terms and Conditions of the Notes or elsewhere in this Offering Circular. Issuer Subsidiary Guarantors Interplex Holdings Pte. Ltd. As at the Original Issue Date, the Initial Subsidiary Guarantors are Interplex Technology Pte. Ltd., Interplex Precision Technology (Singapore) Pte. Ltd., Amtek Investments Pte. Ltd., PT Amtek Engineering Batam, PT Amtek Precision Components Batam, PT Amtek Plastic Batam, Interplex P lastic Industries Pte. Ltd., Interplex Plastic Industries (H.K.) Limited, Amtek Luxembourg S.a.r.l., Amtek USA, Inc., Interplex China, Inc., Interplex Asia, Ltd., Interplex PMP L imited, NAS Holding Corp., Interplex Nascal, Inc., Interplex Daystar, Inc., Interplex Sun Belt, Inc., Interplex Engineered Products, Inc., Interplex Etch Logic, LLC, Interplex NAS, Inc. and Interplex Industries, Inc., being guarantors under the Senior Facilities Agreement as at the date of this Offering Circular. Restricted Subsidiaries organised under the laws of the PRC and certain other Restricted Subsidiaries (collectively the Non- Guarantor Subsidiaries ) will not be the Subsidiary Guarantors on the Original Issue Date. To the extent permitted under applicable law, the Issuer shall cause each of its Restricted Subsidiaries (other than Restricted Subsidiaries organised under the laws of the PRC) that guarantee the credit facilities provided under the Senior Facilities Agreement from time to time, to execute and deliver to the Trustee a supplemental deed to the Trust Deed pursuant to which such Restricted Subsidiary will, jointly and severally, guarantee the due payment of all sums expressed to be payable by the Issuer under the Trust Deed and the Notes. Subject to Condition 3(b)(3), following repayment and discharge of all credit facilities provided under the Senior Facilities Agreement, and if the Subsidiary Guarantor Threshold Requirement (as defi ned in the Terms and Conditions of the Notes) would not be satisfi ed at the time of each required calculation of the Subsidiary Guarantor Threshold Requirement, the Issuer shall cause one or more Non-Guarantor Subsidiaries (other than Restricted Subsidiaries organised under the laws of the PRC) to execute and deliver to the Trustee a supplemental trust deed to the Trust Deed pursuant to which such Restricted Subsidiaries or Subsidiaries will Guarantee the Notes such that the Subsidiary Guarantor Threshold Requirement is complied with. A Subsidiary Guarantee may be automatically and unconditionally released in certain circumstances. See Terms and Conditions of the Notes Status and Subsidiary Guarantees Subsidiary Guarantees. Each of the Indonesia-established Subsidiary Guarantors will enter into separate deeds of guarantee with the Trustee. The deeds of guarantee will be governed under Indonesian Law and will be in addition to the Trust Deed. 12

27 Description Rating U.S.$550 million Guaranteed Medium Term Note Programme. Tranches of Notes may be rated or unrated. Where a Tranche of Notes is to be rated, such rating will be specifi ed in the applicable Pricing Supplement. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, revision, reduction or withdrawal at any time by the assigning rating agency. Size Arrangers Dealers The maximum aggregate principal amount of the Notes to be issued, when added to the aggregate principal amount of all Notes outstanding, shall be U.S.$550 million (or its equivalent in other currencies) or such higher amount as may be increased in accordance with the terms of the Dealer Agreement. DBS Bank Ltd., Standard Chartered Bank, Standard Chartered Bank (Singapore) Limited and United Overseas Bank Limited. DBS Bank Ltd., Standard Chartered Bank, Standard Chartered Bank (Singapore) Limited and United Overseas Bank Limited and such other Dealers as may be appointed by the Issuers in accordance with the Dealer Agreement. The Issuer and the Subsidiary Guarantors may from time to time appoint one or more additional Dealers in accordance with the terms of the Dealer Agreement. Any such appointment of a Dealer may be in respect of a single Series, Tranche or the whole Programme. References in this Offering Circular to Permanent Dealers are to all Dealers other than those appointed as such solely in respect of one or more specifi ed Tranches (and whose appointment has not been terminated) and references to Dealers are to all Permanent Dealers and any other Dealer that is appointed to the Programme. Trustee Issuing and Paying Agent, CDP Paying Agent, CDP Transfer Agent, CDP Registrar and (where appointed as contemplated in the Agency Agreement) CDP Calculation Agent (in respect of Notes cleared through CDP) Paying Agent, Non-CDP Transfer Agent, Non- CDP Registrar and (where appointed as contemplated in the Agency Agreement) Non-CDP Calculation Agent (in respect of Notes cleared through Euroclear / Clearstream, Luxembourg) Method of Issue DB International Trust (Singapore) Limited. Deutsche Bank AG, Singapore Branch. Deutsche Bank AG, Hong Kong Branch. The Notes may be issued from time to time under the Programme on a syndicated or non-syndicated basis. The Notes will be issued in series (each a Series ) having one or more issue dates and on terms otherwise identical, the Notes of each Series being intended to be interchangeable with all other Notes of that Series. 13

28 Each Series may be issued in tranches (each a Tranche ) on the same or different issue dates. The specifi c terms of each Tranche (which will be supplemented, where necessary, with supplemental terms and conditions and, save in respect of the issue date, issue price, fi rst payment of interest, and nominal amount of the Tranche, will be identical to the terms of other Tranches of the same Series) will be set out in the relevant Pricing Supplement. Issue Price Form and Denomination and Trading of the Notes Clearing Systems Initial Delivery of Notes Currencies The Notes may be issued at par or at a discount, or premium, to par. The Notes will be issued in bearer form or registered form and in such denominations as may be agreed between the Issuer and the relevant Dealer(s). Each Tranche or Series of bearer Notes may initially be represented by a Temporary Global Note or a Permanent Global Note. Each Temporary Global Note may be deposited on the relevant issue date with CDP, a common depositary for Euroclear and Clearstream, Luxembourg (the Common Depositary ) and/or any other agreed clearing system and will be exchangeable, upon request as described therein, either for a Permanent Global Note or defi nitive Notes (as indicated in the relevant Pricing Supplement). Each Permanent Global Note may be exchanged, unless otherwise specifi ed in the applicable Pricing Supplement, upon request as described therein, in whole (but not in part) for defi nitive Notes upon the terms therein. Each Tranche or Series of registered Notes will initially be represented by a Global Certifi cate. Each Global Certifi cate may be registered in the name of, or in the name of a nominee of CDP, a Common Depositary and/or any other agreed clearing system. Each Global Certifi cate may be exchanged, upon request as described therein, in whole (but not in part) for Certifi cates upon the terms therein. Save as provided in the Terms and Conditions of the Notes, a Certifi cate shall be issued in respect of each Noteholder s entire holding of registered Notes of one Series. Clearstream, Luxembourg, Euroclear, CDP and, in relation to any Tranche, such additional or alternative clearing system selected by the Issuer and the Subsidiary Guarantors and approved in writing by the Trustee, the relevant Registrar and the Issuing and Paying Agent. On or before the issue date for each Tranche, the Global Note representing Bearer Notes or the Global Certifi cate representing Registered Notes may be deposited with a Common Depositary, or with CDP. Global Notes or Global Certifi cates may also be deposited with any other clearing system or may be delivered outside any clearing system provided that the method of such delivery has been agreed in advance by the Issuer, the Trustee, the Issuing and Paying Agent and the relevant Dealer. Registered Notes that are to be credited to one or more clearing systems on issue will be registered in the name of, or in the name of nominees or a common nominee for, such clearing systems. Subject to compliance with all relevant laws, regulations and directives, Notes may be issued in any currency agreed between the Issuer, the Subsidiary Guarantors, the relevant Dealer(s), the Issuing and Paying Agent and the relevant Registrar. Payments in respect of the Notes may, subject to such compliance, be made in and/or linked to any currency or currencies other than the currency in which such Notes are denominated and as will be set out in the relevant Pricing Supplement. 14

29 Denomination Amount Listing and Admission to Trading Selling Restrictions Defi nitive Notes will be in such denominations as may be specifi ed in the relevant Pricing Supplement save that unless otherwise permitted by then current laws and regulations, Notes (including Notes denominated in Sterling) in respect of which the issue proceeds are to be accepted by the Issuer in the United Kingdom or whose issue otherwise constitutes a contravention of Section 19 of the FSMA and which have a maturity of less than one year must have a minimum redemption value of 100,000 (or its equivalent in other currencies). Each Series of the Notes may, if so agreed between the Issuer and the relevant Dealer(s), be listed on the SGX-ST or any stock exchange(s) as may be agreed between the Issuer and the relevant Dealer(s), subject to all necessary approvals having been obtained. Unlisted Series of Notes may also be issued pursuant to the Programme. For so long as the Notes are so listed on the SGX-ST and the rules of the SGX-ST so require, the Notes will be traded on the SGX-ST in a minimum board lot size of not less than S$200,000 (or its equivalent in foreign currencies). The United States, the European Economic Area, the United Kingdom, Hong Kong, Singapore and Japan and other restrictions as may be required with a particular issue of Notes. The Notes will be issued in compliance with U.S. Treas. Reg (c)(2)(i)(D) (the D Rules ) unless: (i) (ii) the relevant Pricing Supplement states that Notes are issued in compliance with U.S. Treas. Reg (c)(2)(i)(C) (the C Rules ); or the Notes are issued other than in compliance with the D Rules or the C Rules but in circumstances in which the Notes will not constitute registration required obligations under the United States Tax Equity and Fiscal Responsibility Act of 1982 ( TEFRA ), which circumstances will be referred to in the relevant Pricing Supplement as a transaction to which TEFRA is not applicable. For a description of certain restrictions on offers, sales and deliveries of the Notes and the distribution of offering material relating to the Notes, see the section on Subscription and Sale herein. Further restrictions may apply in connection with any particular Series or Tranche of Notes. Status of the Notes Status of the Subsidiary Guarantees The Notes and Coupons of all Series constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer and shall at all times rank pari passu, without any preference or priority among themselves, and pari passu with all other present and future unsubordinated obligations and pari passu with all other present and future unsecured obligations (other than subordinated obligations and priorities created by law) of the Issuer. The payment of all sums expressed to be due and payable by the Issuer under the Trust Deed, the Notes and the Coupons relating to them are unconditionally and irrevocably guaranteed by the Subsidiary Guarantors on a joint and several basis. 15

30 The payment obligations of the Subsidiary Guarantors under the Subsidiary Guarantees constitute direct, unconditional, unsubordinated and unsecured obligations of the Subsidiary Guarantors and shall rank pari passu with all other present and future unsecured obligations (other than subordinated obligations and priorities created by law and subject to Condition 4(f)) of the Subsidiary Guarantors. Notes Maturities Interest Basis Fixed Rate Notes Floating Rate Notes Subject to compliance with all relevant laws, regulations and directives, Notes may have maturities of such tenor as may be agreed between the Issuer and the relevant Dealer(s). Notes may bear interest at fi xed, fl oating rates or may not bear interest. Fixed Rate Notes will bear a fi xed rate of interest which will be payable in arrear on specifi ed dates and at maturity. Floating Rate Notes will bear interest determined separately for each Series as follows: (i) (ii) on the same basis as the fl oating rate under a notional interest rate swap transaction in the Relevant Currency governed by an agreement incorporating the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc.; or by reference to SOR, SIBOR, HIBOR, CHN HIBOR, LIBOR or EURIBOR, (or such other benchmark as may be specifi ed in the relevant Pricing Supplement) as adjusted for any applicable margin. Interest periods will be specifi ed in the relevant Pricing Supplement. Zero Coupon Notes Interest Periods and Interest Rates Redemption Zero Coupon Notes may be issued at their nominal amount or at a discount to it and will not bear interest other than in the case of late payment. The length of the interest periods for the Notes and the applicable interest rate or its method of calculation may differ from time to time or be constant for any Series. Notes may have a maximum interest rate, a minimum interest rate, or both. The use of interest accrual periods permits the Notes to bear interest at different rates in the same interest period. All such information will be set out in the relevant Pricing Supplement. Unless previously redeemed or purchased and cancelled, each Note will be redeemed at its redemption amount on the maturity date shown on its face. Unless permitted by then current laws and regulations, Notes (including Notes denominated in Sterling) which have a maturity of less than one year and in respect of which the issue proceeds are to be accepted by the Issuer in the United Kingdom or whose issue otherwise constitutes a contravention of section 19 of the FSMA must have a minimum redemption amount of 100,000 (or its equivalent in other currencies). 16

31 Redemption at the Option of the Issuer Redemption for Taxation Reasons If so provided on the face of the Notes and in the relevant Pricing Supplement, the Issuer may, on giving not less than 30 nor more than 60 days irrevocable notice to the Noteholders (or such other notice period as may be specifi ed in the relevant Pricing Supplement) (which notice shall be copied to the Trustee and the Issuing and Paying Agent) (i) on or after the First Fixed Optional Redemption Date, redeem some or all of the Notes at the applicable Call Premium, plus accrued and unpaid interest, if any, to (but excluding) the date of the redemption; and (ii) prior to the First Fixed Optional Redemption Date, redeem some or all of the Notes at the Makewhole Premium as of, plus accrued and unpaid interest if any to (but excluding), the date of the redemption. See Terms and Conditions of the Notes Redemption and Purchase Redemption at the Option of the Issuer. The Notes may be redeemed at the option of the Issuer in whole, but not in part, on any Interest Payment Date or, if so specifi ed thereon, at any time on giving not less than 30 nor more than 60 days notice to the Noteholders (which notice shall be irrevocable) (which notice shall be copied to the Trustee and the Issuing and Paying Agent), at their Redemption Amount or (in the case of Zero Coupon Notes) their Early Redemption Amount (as defi ned in Condition 8) (together with interest accrued to (but excluding) the date fi xed for redemption), if the Issuer satisfi es (or, if the Subsidiary Guarantees were called, the Subsidiary Guarantors satisfy) the Trustee immediately prior to the giving of such notice that: (i) (ii) the Issuer has (or if the Subsidiary Guarantees were called, the Subsidiary Guarantors have) or will become obliged to pay additional amounts as provided or referred to in Condition 8, or increase the payment of such additional amounts, as a result of any change in, or amendment to, the laws (or any regulations, rulings or other administrative pronouncements promulgated thereunder) of the jurisdiction of incorporation of the Issuer or the Subsidiary Guarantors, as the case may be, or in each case any political subdivision or any authority thereof or therein having power to tax, or any change in the application or offi cial interpretation of such laws, regulations, rulings or other administrative pronouncements, which change or amendment is made public on or after the Issue Date or any other date specifi ed in the relevant Pricing Supplement; and such obligations cannot be avoided by the Issuer or, as the case may be, the Subsidiary Guarantors taking reasonable measures available to them, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts were a payment in respect of the Notes then due. See Terms and Conditions of the Notes Redemption and Purchase Redemption for Taxation Reasons. 17

32 Redemption following Change of Control Redemption in the case of Minimal Outstanding Amount Equity Clawback If so provided on the face of the Notes and in the relevant Pricing Supplement, at any time following the occurrence of a Change of Control, the holder of each Note will have the right at such holder s option, to require the Issuer to redeem all, and not some only, of such holder s Notes on the Change of Control Redemption Date at a price equal to per cent. of their principal amount (the Change of Control Redemption Amount ), together with any accrued and unpaid interest to (but excluding) the date fi xed for redemption. To exercise such right, the holder of the relevant Note must deposit (in the case of Bearer Notes) such Note (together with all unmatured Coupons and unexchanged Talons) with the Issuing and Paying Agent or any other Paying Agent at its specifi ed offi ce or (in the case of Registered Notes) the Certifi cate representing such Note(s) with the Registrar or any Transfer Agent at its specifi ed offi ce, together with a duly completed option exercise notice in the form obtainable from any Paying Agent, the Registrar, any Transfer Agent or the Issuer (as applicable) by not later than 30 days following a Change of Control, or if later, 30 days following the date upon which notice thereof is given to Noteholders by the Issuer in accordance with Condition 16. See Terms and Conditions of the Notes Redemption and Purchase Redemption following Change of Control. If so provided on the face of the Notes and in the relevant Pricing Supplement, the Notes may be redeemed at the option of the Issuer in whole, but not in part, on any Interest Payment Date or, if so specifi ed thereon, at any time on giving not less than 30 nor more than 60 days notice to the Noteholders (which notice shall be irrevocable) (which notice shall be copied to the Trustee and the Issuing and Paying Agent), at their Redemption Amount (together with interest accrued to (but excluding) the date fi xed for redemption) if, immediately before giving such notice, the aggregate principal amount of the Notes outstanding is less than 10.0 per cent. of the aggregate principal amount originally issued (including any further Notes issued pursuant to Condition 14 and consolidated and forming a single Series with the Notes). See Terms and Conditions of the Notes Redemption and Purchase Redemption in the case of Minimum Outstanding Amount. If so provided on the face of the Notes and in the relevant Pricing Supplement, the Issuer may at its option, at any time prior to a date specifi ed in the Pricing Supplement, on any one or more occasions by giving not less than 30 nor more than 60 days notice to the Noteholders (which notice shall be irrevocable) (which notice shall be copied to the Trustee and the Issuing and Paying Agent), redeem up to 35.0 per cent. of the aggregate principal amount of any Series of Notes at a redemption price equal to the Equity Clawback Redemption Amount of each Note redeemed, plus accrued and unpaid interest, if any, to (but excluding) the date of redemption (subject to the rights of Noteholders on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65.0 per cent. of the aggregate principal amount of the Notes originally issued (including any further Notes issued pursuant to Condition 14 and consolidated and forming on single series with the Notes) (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 60 days of the date of the closing of such Equity Offering. See Terms and Conditions of the Notes Redemption and Purchase Equity Clawback. 18

33 Covenants The Notes, the Trust Deed and the Subsidiary Guarantees will limit the Issuer from incurring indebtedness and limit the ability of the Issuer and its Restricted Subsidiaries to, among other things: incur or guarantee additional indebtedness; issue disqualifi ed or preferred stock; declare dividends on its capital stock or purchase or redeem capital stock; make investments or other specifi ed restricted payments; issue or sell capital stock of Restricted Subsidiaries; guarantee indebtedness by Restricted Subsidiaries; sell assets; create liens; enter into sale and leaseback transactions; enter into agreements that limit the Restricted Subsidiaries ability to pay dividends or transfer assets; enter into transactions with shareholders or affi liates; and effect a consolidation or merger. These covenants are subject to a number of important qualifi cations and exceptions. See Terms and Conditions of the Notes Covenants. Events of Default Taxation Governing Law For more details on the Events of Default in relation to the Notes, see Terms and Conditions of the Notes Events of Default. All payments in respect of the Notes and the Coupons by the Issuer or, as the case may be, the Subsidiary Guarantors shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within the jurisdictions of incorporation of the Issuer or the Subsidiary Guarantors or, in any such case, any authority thereof or therein having power to tax, unless such withholding or deduction is required by law. In such event, the Issuer or, as the case may be, the Subsidiary Guarantors shall pay such additional amounts as will result in the receipt by the Noteholders and the Couponholders of such amounts as would have been received by them had no such deduction or withholding been required, save for certain exceptions. See Terms and Conditions of the Notes Taxation. English law. 19

34 SELECTED FINANCIAL INFORMATION The summary audited consolidated fi nancial information of the Issuer as at and for the years ended 30 June 2016, 2017 and 2018, each as set out below, have been derived from the Issuer s Audited Consolidated Financial Statements which have been audited by the Auditors. The Issuer s Audited Consolidated Financial Statements have been prepared in accordance with SFRS. Prospective investors should read the summary consolidated fi nancial information below in conjunction with the Issuer s Audited Consolidated Financial Statements and the respective related notes included elsewhere in this Offering Circular. The Issuer uses certain non-sfrs measures used to evaluate the Group s fi nancial performance, including but not limited to, EBITDA and Adjusted EBITDA. These measures are not identifi ed as accounting measures under SFRS and therefore should not be considered as alternative measures to evaluate the Issuer s performance. The non-sfrs fi nancial measures are not measurements of performance or liquidity under SFRS. Therefore, investors should not place undue reliance on this data. Summary Consolidated Income Statement Year ended Year ended Year ended 30 June June June 2018 US$ 000 US$ 000 US$ 000 Revenue 866, , ,542 Cost of sales ( 716,434) (711,836) (823,292) Gross profit 150, , ,250 Add/(less): Other operating income 3,654 2,375 2,672 General and administrative expenses ( 57,716) (60,194) (67,712) Selling and distribution expenses ( 13,865) (16,528) (18,347) Research and development expenses (21,973) (26,427) (31,473) Other (losses)/gains 3, (1,959) Finance income Finance costs (20,645) (22,561) (23,474) Non-operating items (17,326) (10,869) (5,165) Profit before tax and share of results of associates 25,573 21,218 22,931 Share of results of associates 1,148 2,551 1,921 Profit before tax 26,721 23,769 24,852 Taxation (9,999) (7,888) (9,892) Profit for the year 16,722 15,881 14,960 Attributable to: Owner of the Company 15,692 15,148 14,879 Non-controlling interests 1, ,722 15,881 14,960 20

35 Summary Consolidated Statement of Financial Position Year ended Year ended Year ended 30 June June June 2018 US$ 000 US$ 000 US$ 000 ASSETS Non-current assets Property, plant and equipment 234, , ,295 Intangible assets 38,500 33,742 28,984 Goodwill 86,669 86,669 86,669 Investment in associates 8,624 9,918 9,223 Other investments Other receivables and deposits Prepaid expenses 4,257 2,436 3,869 Deferred tax assets 3,000 3,631 4,558 Derivatives 1, , , ,831 Current assets Inventories 86,250 98, ,622 Trade receivables 202, , ,168 Other receivables and deposits 36,355 38,962 66,346 Prepaid expenses 5,155 6,955 6,517 Amount due from immediate holding company 5,747 9,969 Non current assets held for sale 398 1,161 Derivatives 122 2,067 Cash and bank balances 88,884 73,194 58, , , ,816 TOTAL ASSETS 795, , ,647 EQUITY AND LIABILITIES Current liabilities Trade payables 120, , ,192 Other payables and accrued expenses 109,363 99, ,074 Finance lease obligations Loans and borrowings 38,927 49,053 78,249 Provision for taxation 9,287 8,625 11,797 Derivatives , , ,914 Net current assets 141, , ,902 Non-current liabilities Derivatives 1, Finance lease obligations Loans and borrowings 270, , ,361 Deferred tax liabilities 37,316 35,917 34,115 Employee benefi t liability 2,011 2,085 2,091 Other payables 10,182 10, , , ,618 Total liabilities 600, , ,532 Net assets 195, , ,115 Equity attributable to owner of the Company Share capital 45,305 45,305 45,305 Other reserves 7,743 8,935 14,539 Revenue reserve 135, , , , , ,100 Non controlling interests 7,635 7,771 7,015 Total equity 195, , ,115 TOTAL EQUITY AND LIABILITIES 795, , ,647 21

36 Summary Consolidated Cash Flow Information Year ended Year ended Year ended 30 June June June 2018 US$ 000 US$ 000 US$ 000 Cash flows from operating activities Profi t before tax 26,721 23,769 24,852 Adjustments for: Loss on disposal/ liquidation of a subsidiary 2, Fair value gain on derivatives (104) (39) Write-down/ (Reversal of write down) of inventories, net 384 (3) (86) Allowance for doubtful debts, net Bad debt written off Depreciation of property, plant and equipment 33,126 33,431 36,124 Amortisation of intangible assets 4,759 4,758 4,758 Amortisation of other receivables Impairment loss of property, plant and equipment 2,105 Impairment loss on other receivables 1, Share-based payment expense 5,463 Finance income (272) (249) (139) Finance costs 20,645 22,561 23,474 Realised loss on derivatives 2,316 Accelerated amortisation of MTN upfront fees 3,919 Gain on disposal of propert y, plant and equipment, net (782) (34) (6,006) Gain on disposal of non current assets held for sale (5,981) Property, plant and equipment written off Provision for employee benefi ts Share of results of associates (1,148) (2,551) (1,921) Operating profit before working capital changes 95,643 86,010 78,512 Decrease/(Increase) in inventories 5,202 (14,956) (12,027) Decrease/(Increase) in receivables and prepaid expenses 21,490 (15,046) (49,792) (Decrease)/ Increase in payables and accrued expenses ( 12,522) 22,605 25,541 Cash generated from operations 109,813 78,613 42,234 Interest received Interest paid (31,447) (18,317) (19,130) Income tax paid, net (14,857) (10,403) (9,851) Net cash generated from operating activities 63,781 50,142 13,392 Cash flows from investing activities Purchase of property, plant and equipment (52,232) (44,833) (48,805) Proceeds from disposal of property, plant and equipment 1,145 1,858 9,998 Proceeds from disposal of non current assets held for sale 6,438 6,142 Proceeds from disposal of a subsidiary, net of cash 11 Payment in relation to acquisition activities (7,588) (658) Payment of withholding taxes on restructuring (10,592) Dividend received from associates 2,585 1,316 2,613 Net cash used in investing activities (49,652) (52,898) (30,052) 22

37 Year ended Year ended Year ended 30 June June June 2018 US$ 000 US$ 000 US$ 000 Cash flows from financing activities Repayment of loans and borrowings (340,757) (21,539) (41,115) Repayment of fi nance lease obligations (1,115) (489) (490) Repayment of derivatives swap (13,355) Payment on behalf of immediate holding company (5,747) (4,222) Proceeds on sales and leaseback arrangement 1,194 Proceeds from loans and borrowings 363,204 16,633 45,785 Expenses paid on early redemption of note payables (3,557) Payment of upfront fee and co-ordination fees (16,582) Net cash outfl ow contributed by employee benefi ts plan (45) (123) (103) Interest payment on deferred purchase consideration (182) (182) (182) Dividends paid to non controlling interests (2,676) (465) (1,021) Dividends paid (6,093) Net cash used in financing activities (21,158) (11,912) (154) Net effect of exchange rate changes (8,277) (1,165) 2,610 Net decrease in cash and cash equivalents (15,306) (15,833) (14,204) Cash and cash equivalents at beginning of the year 104,177 88,871 73,038 Cash and cash equivalents at end of the year 88,871 73,038 58,834 Other Financial Data EBITDA and Adjusted EBITDA reconciliation The Issuer uses certain non-sfrs measures used to evaluate the Group s fi nancial performance, including but not limited to, EBITDA and Adjusted EBITDA. These measures are not identifi ed as accounting measures under SFRS and therefore should not be considered as alternative measures to evaluate the Issuer s performance. The non-sfrs fi nancial measures are not measurements of performance or liquidity under SFRS. Therefore, investors should not place undue reliance on this data. Year ended Year ended Year ended 30 June June June 2018 US$ 000 US$ 000 US$ 000 Description Operating Profi t (1) 60,237 54,195 53,390 Add back: Depreciation of property, plant and equipment 33,126 33,431 36,124 Amortisation of intangible assets and other receivables 4,882 4,878 4,900 EBITDA (2) 98,244 92,504 94,414 Other adjustments: Adjustments for non-cash and non-recurring costs ( 3) 1,823 3,100 3,351 Dividend received from associates 2,585 1,316 2,613 Adjusted EBITDA 102,652 96, ,378 Notes: (1) Calculated as Revenue Cost of sales + Other operating income General and administrative expenses Selling and distribution expenses Research and development expenses (2) EBITDA is calculated as Operating Profi t with add back of depreciation and amortisation as set forth above ( 3) Includes non-cash and non-recurring payment expenses such as temporary sorting, freight and outsourcing costs 23

38 EBITDA and Adjusted EBITDA, as used in this Offering Circular, are supplemental fi nancial measures of the Group s performance and are not required by, or presented in accordance with, SFRS or generally accepted accounting principles in certain other countries. Furthermore, EBITDA and Adjusted EBITDA are not measures of fi nancial performance or liquidity under SFRS or any other generally accepted accounting principles and should not be considered as alternatives to net income, operating income or any other performance measures derived in accordance with SFRS or any other generally accepted accounting principles. EBITDA and Adjusted EBITDA should not therefore be considered in isolation from, or a substitute for, the analysis of the fi nancial condition or results of operations of the Group, as reported under SFRS. Further, EBITDA and Adjusted EBITDA may not refl ect all of the fi nancial and operating results and requirements of the Group. In particular, EBITDA and Adjusted EBITDA do not refl ect the Group s needs for capital expenditures, debt servicing or additional capital that may be required to replace assets that are fully depreciated or amortised. Other companies may calculate or defi ne EBITDA and Adjusted EBITDA differently, limiting its usefulness as a comparative measure. Investors should note that EBITDA and Adjusted EBITDA as presented above may be calculated differently from EBITDA as defi ned and as used in the Conditions. See Terms and Conditions for a description of the manner in which EBITDA is defi ned for the Terms and Conditions. Key Credit Statistics Year ended 30 June 2018 US$ 000 (other than ratios) Description Cash and bank balance 58,966 Total debt (1) 390,033 Adjusted EBITDA 100,378 Net leverage ratio (2) 3.3x Total assets 881,647 Asset coverage ratio (3) 2.3x Notes: (1) Total debt consists of loans and borrowings of US$ million, fi nance lease obligations of US$ 1.12 million and US$72.3 million at Slater Pte Limited guaranteed by the Issuer. See Description of Certain Financing Arrangements US$ million Senior Facilitilies Agreement. (2) Total debt less cash and bank balance divided by Adjusted EBITDA. (3) Total assets divided by total debt. Investment and capital expenditure data The following table sets forth certain information relating to selling, general and administrative and research and development expenditure as a percentage of sales for the relevant periods (excluding the impact of depreciation and amortisation): Percentage of total revenue (1) Financial year ended 30 June (as a percentage of total revenue) Selling and Distribution expenses General and Administrative expenses Research and Development expenses Total Note: (1) Excludes depreciation and amortisation charges. 24

39 The following table sets forth certain information relating to payment in respect of capital expenditures for the relevant periods: Capital Expenditure Financial year ended 30 June Maintenance (US$ million) Maintenance ( as a percentage of sales) Growth (US$ million) Normalised ( as a percentage of sales) (1) Total ( as a percentage of sales) Note: (1) Refers to capital expenditure minus one-off capital expenditure items incurred to resolve legacy issues in the fi nancial years ended 30 June 2016 to One-off capital expenditure items include the consolidation of global tooling facilities (US $8.4 million), consolidation and relocation of manufacturing facilities (US $13.7 million) and others (US $2.3 million). The following table sets forth certain information relating to the Group s working capital cycle for the relevant periods: Financial year ended 30 June (working capital cycle in days) Working capital item: Receivables (1) Inventory (2) Payables (3) Cycle (4) Notes: (1) Trade receivables divided by total revenues, multiplied by 365 days. (2) Inventories divided by cost of sales, (excluding the impact of depreciation and amortisation) multiplied by 365 days. (3) Trade payables divided by cost of sales, (excluding the impact of depreciation and amortisation) multiplied by 365 days. (4) Inventory days plus receivables days minus payables days. The following table sets forth a breakdown of the Group s total revenue by currency exposure for the fi nancial year ended 30 June 2018: Currency Financial year ended 30 June (as a percentage of total revenue) 2018 U.S. dollars Renminbi Euro Other... 6 Total

40 RISK FACTORS Prior to making any investment decision, investors should consider carefully all of the information in this Offering Circular, including any documents incorporated by reference herein and the risks and uncertainties described below. Any of the risks described below could materially and adversely affect the Issuer s and/or the Subsidiary Guarantors ability to satisfy its obligations, including those under the Notes and/or the Subsidiary Guarantees, as the case may be, and have a material adverse effect on the Issuer s, the Subsidiary Guarantors and/or the Group s business, fi nancial condition or results of operations. In that event, the market price of the Notes could decline and investors may lose all or part of their investment in the Notes. The risks and uncertainties described below are not the only risks and uncertainties the Issuer, the Subsidiary Guarantors and the Group face. In addition to the risks described below, there may be other risks and uncertainties not currently known to the Issuer, the Subsidiary Guarantors or the Group or that the Issuer, the Subsidiary Guarantors or the Group currently deem to be immaterial which may in the future become material risks. The risks discussed below may also include forward-looking statements and the Issuer s, the Subsidiary Guarantors and the Group s actual results may differ substantially from those discussed in these forward-looking statements. Sub-headings are for convenience only and risk factors that appear under a particular sub-heading may also apply to one or more other sub-headings. RISK RELATING TO THE BUSINESS AND OPERATIONS OF THE GROUP Economic downturns may materially and adversely affect the Group s business, financial condition and results of operations. Interplex designs, develops and manufactures mission critical customised interconnect solutions and specialised high precision products for a wide range of industries and across multiple geographies. See Business. Accordingly, the Group s performance is substantially dependent on global economic conditions, and those within the industries that it serves. There remains uncertainty in the Eurozone economy in light of the unstable sovereign fi nances of certain European nations as well as uncertainty as to the impact of the United Kingdom s departure from the European Union (following its referendum on its membership held on 23 June 2016) ( Brexit ) on general economic conditions in the United Kingdom and the European Union and any consequential impact on global fi nancial markets. In addition, there remains also signifi cant uncertainty at this stage as to the impact of President Donald Trump s administration globally following the 2016 United States presidential election results, and in particular, in relation to the Trump administration s recently articulated trade policies (including the imposition of trade tariffs). There can be no assurance that the economic slowdown in China, market disruptions in Europe, including the increased cost of funding for certain governments and fi nancial institutions or general uncertainty in global markets or commodity prices, will not affect the Group. These factors may, individually or cumulatively, result in another global or regional fi nancial crisis. If there is another global or regional fi nancial crisis or a deterioration in the economic or political environment of the other countries in which the Group operates, this may have a material adverse effect on the Group s business, fi nancial condition and results of operations. Further, in light of the interconnectivity between the economies in which the Group operates, an economic downturn or recession in the United States, Europe and other countries in the developed world or a slowdown in economic growth in major emerging markets like China or India could adversely affect the Group s business, fi nancial condition and results of operations. The Group is affected by developments in the industries in which its customers operate. The Group derives its revenues largely from customers in the automotive, medical and life sciences, datacom and telecom, industrial products, industrial electronics, white goods, printing & imaging and aerospace industries, to which its industry groups are aligned. See Business Operating Structure. Factors affecting any of these industries in general, or any of the Group s customers in particular, could adversely affect the Group because its revenue growth largely depends on the continued growth of its customers business in their respective industries. These factors include: seasonality of demand for its customers products which may cause its manufacturing capacity to be underutilised for periods of time; 26

41 its customers failure to successfully market their products, to gain or retain widespread commercial acceptance of their products or to compete effectively in their industries; loss of market share for its customers products, which may lead its customers to reduce or discontinue purchasing its solutions and to reduce prices, thereby exerting pricing pressure on it; legal or regulatory developments affecting its customers ability to manufacture and sell their products; local and regional economic conditions in the markets in which its customers operate, in particular, the US, Europe and the PRC, including recessionary periods such as the recent global economic downturn; and changes in product design, regulatory approval standards and/or rectifi cation requirements that may reduce or eliminate demand for the components it supplies. The Group s sales depends on the ability of its customers to capture their respective market shares within the industries in which they operate, some of which operate in businesses associated with rapid technological change and consequent product obsolescence. If economic conditions and demand for the Group s customers products deteriorate or if the Group s customers are not able to adopt or respond adequately to meet the rapid technological demands, it may experience a material adverse effect on its business, fi nancial condition and results of operations. The Group is dependent on its major customers, and a loss of or reduction in sales to a major customer would adversely affect its business, financial condition and results of operations. Although the Group has a diversifi ed set of customers to whom it provides products and services, the Group remains dependent on sales to certain major customers who contribute signifi cantly to the Group s total revenue. The loss of a major customer, if not replaced, would adversely affect the Group. In the fi nancial year ended 30 June 2018, the revenue from the Group s top two major customers amounted to US$108.5 million and US$58.0 million respectively, which together represented approximately 16.8% of the Group s revenue. Developments adverse to its major customers or their products, or the failure of a major customer to pay for components or services on a timely basis or at all, could have an adverse effect on the Group s cash fl ow and results of operations. The Group s performance depends on sales to its largest or other signifi cant customers and any material delay, cancellation or reduction of orders from these customers may have a material adverse effect on its results of operations. In addition, some of the Group s larger customers could make substantial demands on the Group, which may result in the imposition of additional obligations and restrictions. Any changes in the terms under which the Group provides its services or the loss of a major customer or reduction in sales to a major customer, if not replaced, may adversely affect the Group. Further, it is not possible to predict when the Group would be able to fi nd replacement customers, the creditworthiness of such replacement customers, or whether revenue generated from such customers would be able to make up for loss of any existing major customers. The Group may also suffer from any default by a signifi cant number of the Group s customers, or a default by any of its major customers on all or a signifi cant portion of their contracts. The occurrence of any of these events could have a material adverse effect on the Group s business, fi nancial condition, results of operations and prospects. If the Group s customers stop or reduce their outsourcing of manufacturing processes, the Group s business could suffer. The Group depends on outsourcing by its customers and derives revenues from the manufacturing services it provides. Current and prospective customers continuously evaluate the merits of having the Group (or other providers) manufacture their products against other providers as well as against the merits of manufacturing products themselves. Some of the Group s customers have the in-house ability to design or manufacture the products it produces and in a downturn its customers may choose to design and manufacture products internally rather than outsource these functions to external providers such as the Group. The customers own in-house manufacturing technology may also improve, which may lend them to opt for in-house manufacturing as opposed to outsourcing. The Group s business would 27

42 be adversely affected if its customers and prospective customers decide to perform some or all of these functions internally. Similarly, the Group s strategy of entering new high growth markets (see Business Strategies ) also partly depends on new outsourcing opportunities to grow its revenues, and its business would be adversely affected if it is not successful in gaining additional business from these opportunities or if its customers and prospective customers do not outsource additional manufacturing business or reduce such outsourcing. Many of the Group s customers do not commit to long-term production schedules, which makes it difficult for the Group to schedule production accurately and achieve maximum efficiency of its manufacturing capacity. Although the Group benefi ts from being the sole supplier of high precision products to customers in industries that are characterised by high barriers to entry (see Business Competitive Strengths Diversifi ed customer portfolio and long-standing relationship with blue chip customers ), the Group s customers do not commit to long-term contracts. Many of its customers do not commit to fi rm production schedules for more than one month in advance and the Group continues to experience reduced leadtimes in customer orders. Additionally, customers may change production quantities or delay production with little lead-time or advance notice. Therefore, the Group relies on and plans its production and inventory levels based on its customers advance orders, commitments or forecasts, as well as its internal assessments and forecasts of customer demand. The volume and timing of sales to the Group s customers may vary due to, among others: variation in demand for or discontinuation of its customers products; its customers ability to manage their inventory; design changes; changes in its customers manufacturing strategies; and acquisitions of or consolidation among customers. The variations in volume and timing of sales make it diffi cult to schedule production and optimise utilisation of manufacturing capacity. This uncertainty may require the Group to increase staffi ng and incur other expenses in order to meet an unexpected increase in customer demand, potentially placing a signifi cant burden on its resources. Additionally, a failure to respond to such increases adequately may cause customer dissatisfaction, which may negatively affect the Group s relationship with its customers. In the automotive segment in particular, a failure to meet increases in production demands may lead to its customers experiencing line stoppages, in turn exposing the Group to claims from the customers. Conversely, when client demand decreases unexpectedly, the Group may not be able to quickly reduce its production and operation costs, thus leading to wasted expenditure. In the past, anticipated orders from some of the Group s customers have failed to materialise and delivery schedules have been deferred as a result of changes in its customers product launch schedules. Further, in order to secure suffi cient production scale, the Group may make capital investments in advance of anticipated customer demand. Such investments may lead to low utilisation levels if customer demand forecasts change and the Group is unable to utilise the additional capacity. As fi xed costs make up a large proportion of its total production costs, a reduction in customer demand can have a material adverse impact on its gross profi ts and operating results. Suppliers may require the Group to purchase materials and components in minimum quantities that exceed customer requirements and this may have an adverse impact on its gross profi ts and operating results. Additionally, the Group orders materials and components based on customer forecasts and orders. In the past, anticipated orders from some of the Group s customers have failed to materialise and delivery schedules have been deferred as a result of changes in its customers product launch schedules. On a case-by-case basis, the Group may also allow long-term customers to delay orders so that excess inventory can be absorbed. Such order fl uctuations and deferrals have had a material adverse effect on the Group in the past, and it may experience similar fl uctuations and deferrals in the future, which may have a material adverse effect on its business, fi nancial condition and results of operations. 28

43 The Group faces competition in the markets into which it is attempting to expand its business. The Group benefi ts from being the sole supplier of most of the customised interconnect and high precision products to customers in industries that are characterised by high barriers to entry (see Business Competitive Strengths Diversifi ed customer portfolio and long-standing relationship with blue chip customers ), and will continue to seek opportunities to grow in other industries and markets that have similar characteristics (see Business Strategies Focus on high growth markets ). As such, in the markets in which the Group is attempting to grow its business, the Group may need to compete with competitors that may have larger fi nancial research and development, manufacturing, sales, marketing and service capabilities and sources of support than the Group has at its disposal, and which may also have established market recognition and long-standing customer relationships in such industries and markets. These established competitors may, in addition to enjoying the protection of barriers to entry, not be exposed to or have already been accustomed to dealing with certain risks including currency exchange rate risk, diffi culties in enforcing agreements or collecting receivables, longer payment cycles, compliance with the laws or regulations of those countries, and political and regulatory uncertainties. Competitors with lower cost structures may, in certain industries, have a competitive advantage when bidding for business with the Group s customers. The Group also expects its competitors to continue to improve the performance of their current products or services, to reduce prices of their existing products or services and to introduce new products or services that may offer greater performance and improved pricing. Additionally, the Group may face competition from new entrants to its business for certain industries that it currently serves. Any of these developments could cause a decline in sales and average selling prices, a loss of market share of its products or services or profi t margin compression. The Group may not be able to maintain its expertise. The markets for the Group s design and manufacturing services are characterised by rapidly changing technologies and evolving process development. The continued success of the Group s business will depend upon its ability to: hire, retain and expand its pool of qualifi ed engineering and technical personnel; maintain technological leadership in its industry; develop and market manufacturing services that meet changing customer needs; and successfully anticipate or respond to technological changes in manufacturing processes in a cost effective and timely manner. The Group cannot be certain that it will be able to keep up with the rapid technological advancements or develop the capabilities required by its customers in the future. The emergence of new technologies, industry standards or customer requirements may render its equipment, inventory or processes obsolete or uncompetitive. The Group may have to acquire new technologies and equipment to remain competitive, and this may require it to incur signifi cant expense and capital investment, which could reduce its margins and affect its operating results. When the Group establishes or acquires new facilities, it may not be able to maintain or develop its engineering, technological and manufacturing process expertise due to a lack of trained personnel, effective training of new staff or technical diffi culties with machinery. The Group s failure to anticipate and adapt to its customers changing design and manufacturing needs and requirements or to hire and retain a suffi cient number of skilful personnel and maintain its expertise may have a material adverse effect on its business, fi nancial condition and results of operations. The Group may encounter difficulties expanding into new end markets and providing more valueadded services. As the Group expands its business by entering into new industries and end-markets and providing more value-added services, it may encounter diffi culties that result in higher than expected costs associated with such activities and customer dissatisfaction with its performance. Potential diffi culties related to the Group s growth and provision of additional products and services include: a lack of trained personnel to manage its operations and customer contracts appropriately; 29

44 maintaining customer, supplier, employee and other favourable business relationships during a period of transition; changes in applicable law or regulations in the new industries and end markets and the resulting diffi culty to comply with such laws or regulations; effective training of staff to manage new customers and products; unanticipated disruptions in its operations due to technical diffi culties, which may impact its ability to deliver to its customers on time, to produce quality products and to ensure overall customer satisfaction; additional competition in new markets; and making necessary technological improvements in manufacturing processes. Any of these factors could prevent the Group from realising the anticipated benefi ts of expanding into new industries and end-markets or the benefi ts it expected to realise from providing more value-added services and could adversely affect its business, fi nancial condition and results of operations. Increasing costs of doing business in many countries in which the Group operates may adversely affect its business, financial condition and results of operations. Increasing costs such as labour and overhead costs in the countries in which the Group operates may erode its profi t margins. Historically, the low cost of labour in certain of the countries in which the Group operates had been advantageous to the Group s results of operations, but labour costs in these countries, including the PRC, Indonesia. Malaysia and Vietnam, have been increasing. The Group s profi tability is also dependent on its ability to manage and contain its other operating expenses such as the cost of utilities, factory supplies, factory space costs, equipment rental, repairs and maintenance and freight and packaging expenses. In the event that the Group is unable to manage any increase in its labour and other operating expenses in an environment where revenue does not increase proportionately or to achieve a corresponding improvement in its productivity, its business, fi nancial condition and results of operations would be adversely affected. The Group is subject to risks of currency fluctuations and related hedging operations, and the appreciation of the currencies of countries in which it conducts its manufacturing operations, particularly the PRC, may negatively affect the profitability of its business. Majority of the Group s sales are denominated in US dollars and it maintains its accounts in US dollars. Fluctuations in exchange rates among other currencies such as the Singapore dollar, Malaysian Ringgit, the Indonesian Rupiah, the PRC Renminbi ( RMB ), British Sterling Pounds, Czech Koruna or the Euro to the US dollar may negatively affect the Group s cost of sales, margins and net revenue where its expenses and revenues are denominated in different currencies. The Group cannot predict the effect of future exchange rate fl uctuations. It may from time to time use fi nancial instruments, primarily short-term forward contracts, to hedge US dollar and other currency commitments arising from foreign currency obligations. As of the Latest Practicable Date, although the Group monitors its exposure to currency fl uctuations, the Group does not have a fi xed hedging policy. Where possible, it endeavours to match its non-functional currency exchange requirements to its receipts and convert, buy or sell any shortfall accordingly to meet its monthly requirements. If the Group s hedging activities are not successful or if it changes or reduces these hedging activities in the future, it may experience signifi cant unexpected expenses from fl uctuations in exchange rates. Additionally, if the duration of the Group s forward contracts exceeds a month, it would have to mark-to-market the value of such contracts which could cause it to recognise losses in its accounts. 30

45 Volatility in the prices of raw materials and energy prices could adversely affect the Group s results of operations. The prices of raw materials that the Group relies on, such as gold, palladium, steel, aluminium and copper, are based on global supply and demand conditions, as are the prices of petroleum-based components such as plastic resins. The Group s policy is not to purchase raw materials prior to receiving a binding customer forecast or order, but it cannot be certain that this policy will be strictly adhered to in the future. While a large proportion of the Group s business contracts allow it to pass on the price of raw materials to its customers, it may not be able to continue to do so in the future and volatility in the prices of raw materials may affect customer demand for certain products. In addition, the Group, along with its suppliers and customers, rely on various energy sources for a number of activities connected with its business, such as the transportation of raw materials and fi nished products. Energy and utility prices, including electricity and water prices, and in particular prices for petroleum-based energy sources, are volatile. Increased operating costs, such as transportation costs, of the Group s suppliers and customers arising from volatility in the prices of any such energy sources could be passed on to it and it may not be able to increase its product prices suffi ciently or at all to offset such increased costs. The impact of any volatility in the prices of raw materials it relies on or in energy prices or the reduction in the demand for certain products caused by such price volatility of energy and raw materials could result in a loss of revenue and profi tability and adversely affect the Group s results of operations. The Group could be adversely affected by supply shortages of raw materials and components from its suppliers which could have a material adverse effect on the Group s customer relations and its supply chain. In an effort to manage and reduce the cost of purchased goods and services, the Group pays constant attention to the effi ciency of its supply base, including modifying its manufacturing operations by reducing supplier delivery lead times. The Group works with suppliers of a range of products, including key raw materials and components such as gold, palladium, steel, aluminium and copper, and selects suppliers based on a number of factors, taking into consideration, amongst other things, minimum-order-quantities, supplier delivery lead times and other procurement processes. There can however be no assurance that capacity limitations, labour unrest or other problems experienced by the Group s suppliers will not result in occasional shortages or delays in their supply of raw materials and components to the Group. If the Group were to experience a signifi cant or prolonged shortage of critical raw materials and components from any of its suppliers and is not able to procure replacement components from other suppliers, it would be unable to meet the production schedules for some of its products and could miss customer delivery deadlines and expectations. Failure to meet such deadlines could result in a material adverse effect on the Group s customer relations, as well as its business, fi nancial condition and results of operations. In addition, rapidly changing industry conditions such as volatile production volumes, credit tightening, changes in the value of foreign currencies, raw materials, commodities, transportation, energy price escalation, changes in consumer preferences and other factors could all adversely affect the Group s supply chain, and sometimes with little advance notice. These conditions could also result in increased commercial disputes and supply interruption risks. In certain instances, it may be diffi cult and costly for the Group to change suppliers that are critical to its business. On occasion, the Group may need to provide fi nancial support to distressed suppliers or take other measures to protect its supply lines in order to meet customer demands. The Group cannot predict with certainty such effects to its supply chain, or the effect on its business, fi nancial condition and results of operations. The Group depends on its key executive officers, managers and skilled personnel and may have difficulty retaining and recruiting qualified employees. The Group s success depends to a large extent upon the continued services of its executive offi cers, senior management personnel, managers and other skilled personnel and its ability to recruit skilled personnel to maintain and expand its operations. The Group could be affected by the loss of any of its executive offi cers who are responsible for formulating and implementing its business plan and strategy, and who have been instrumental in its growth and development. The Group cannot assure investors that it will retain its executive offi cers and other key employees through its employee share plans or other initiatives. In addition, in order to manage its growth, it will need to recruit and retain additional management personnel and other skilled employees. However, competition for skilled technical personnel 31

46 among companies that rely on design and technology is high, and the loss of qualifi ed employees or an inability to attract, retain and motivate additional skilled employees required for the operation and expansion of the Group s business could hinder its ability to conduct its design, research and development, engineering and manufacturing activities successfully and to develop marketable products. The Group has experienced constraints in recruiting and retaining highly skilled workers in the markets in which it operates, such as in the PRC. The Group cannot assure investors that it will be able to continually attract the skilled personnel it requires, or to retain those whom it has trained at its cost, or whether suitable and timely replacements can be found for employees who leave it. If the Group is not able to do so, its business and its ability to continue to grow could be affected. The Group may incur additional expenses and delays due to technical problems or other interruptions at its manufacturing facilities. Disruptions in operations due to technical problems or other interruptions such as fl oods or fi re could adversely affect the manufacturing capacity of the Group s facilities. Such interruptions could cause delays in production and cause it to incur additional expenses such as charges for expedited deliveries for products that are delayed. Additionally, the Group s customers have the ability to cancel purchase orders in the event of any delays in production and may decrease future orders if delays are persistent. To the extent that such disruptions do not result from damage to its physical property, these may not be covered by its business interruption insurance. Any such disruptions may adversely affect the Group s business, fi nancial condition and results of operations. The operations of the Group s manufacturing facilities may be disrupted by union activities, equipment failures and other problems. The Group has unionised employees in some of its facilities in the PRC, Indonesia, Vietnam, India and the Czech Republic. As at the Latest Practicable Date, the Group has a total of 4, 092 unionised personnel. For such employees, it has entered into collective bargaining agreements with the respective labour unions. Such agreements may in the future limit the Group s ability to contain increases in its labour costs as its ability to control its future labour costs depends partly on the outcome of its wage negotiations with its employees. Furthermore, any future collective bargaining agreements may lead to further increases in the Group s labour costs. Although the Group s employees in other jurisdictions are currently not unionised, there can be no assurance that they will continue to remain as such. Union activities and other labour-related problems not linked to union activities may disrupt the Group s operations and adversely affect its business, fi nancial condition and results of operations. The Group cannot provide any assurance that it will not be affected by any such labour unrest, or increase in labour cost, or interruptions to the operations of its existing manufacturing plants or new manufacturing plants that it may set up in the future. In addition, the Group relies, to a certain extent, on automation technology in its manufacturing processes. The Group may incur high costs upfront in procuring such technology and the Group may not be able to recover such costs through the sale of its products. The Group cannot provide any assurance that it will not be affected by any breakdowns in such manufacturing equipment or that such equipment will operate at its maximum capacity. Maintenance of such manufacturing equipment may also be costly and may interrupt the Group s production processes. Any disruptions to its manufacturing facilities as a result of labour-related or equipment-related disturbances could affect its ability to meet its delivery and effi ciency targets resulting in an adverse effect on its customer relationships and its fi nancial results. Such disruptions may not be covered by the Group s business interruption insurance. Any disruption in the Group s information systems could disrupt its operations and would be adverse to its business, financial condition and results of operations. The Group depends on information systems such as its enterprise resource planning system to support its customers requirements and to successfully manage its business, including managing orders, supplies, accounting controls and payroll. The Group s fi nancial, accounting or other data processing systems may fail to operate adequately or become disabled as a result of events that are beyond its control, including a disruption of electrical or communications services. The Group s operations also rely on the secure processing, storage and transmission of confi dential and other information in its computer 32

47 systems and networks. The Group s computer systems, servers and software, including software licensed from vendors and networks, may be vulnerable to unauthorised access, computer viruses or other malicious code and other events that could compromise data integrity and security and result in identity theft, including customer data, employee data, confi dential technology research and development and proprietary business data, for which it could potentially be liable. Any inability to successfully manage, maintain, improve or upgrade the procurement, development, implementation or execution of its information systems and back-up systems, including matters related to system security, reliability, performance and access, as well as any inability of these systems to fulfi l their intended purpose within its business, could have an adverse effect on its business and fi nancial performance. Such disruptions may not be covered by the Group s business interruption insurance. The Group operates across multiple countries and jurisdictions which creates logistical challenges in its operations. The distances between the PRC, Southeast Asia, India, Mexico, the U.S. and Europe create a number of logistical and communications challenges for the Group. These challenges include managing operations across multiple time zones, directing the manufacture and delivery of products across long distances, coordinating procurement of components and raw materials and their delivery to multiple locations, and coordinating the activities and decisions of the members of its core management team, who are based in a number of different countries. Failure to manage such challenges may adversely affect its business, fi nancial condition and results of operations. Failure of the Group s customers to pay the amounts owed to it in a timely manner may adversely affect its financial condition and operating results. The Group generally provides payment terms ranging from 30 to 90 days. As a result, it generates signifi cant trade receivables from sales to its customers, representing 47.4% of current assets as of 30 June Trade receivables from sales to customers at 30 June 2018 were US$230.2 million. If any of the Group s customers have insuffi cient liquidity, the Group could encounter signifi cant delays or defaults in payments owed to it by such customers, and it may need to extend its payment terms or restructure the receivables owed to it, which could have a signifi cant adverse effect on its fi nancial condition. Any deterioration in the fi nancial condition of the Group s customers will increase the risk of uncollectible receivables. Global economic uncertainty could also affect its customers ability to pay its receivables in a timely manner or at all or result in customers going into bankruptcy or reorganisation proceedings, which could also affect its ability to collect its receivables. While the Group is dependent largely on its customers for its strategic relationships, it is also exposed to electronics manufacturing services providers ( EMS providers ), to whom the Group sells some of the components and enclosure products it supplies to its customers. The Group sells to these EMS providers at the direction of its customers and the Group s customers are not liable for payment for the components that it sells to these third parties. The Group s products and services may be subject to warranty claims and its design services offerings may result in additional exposure to product liability, product recall risks, intellectual property infringement and other claims. The Group s standard-term sales contracts generally include warranties for a period of one year or more to its customers for manufacturing defects where its products or services do not conform to the specifi cations stipulated by its customers. A successful claim for damages arising as a result of such defects or defi ciencies may affect the Group s business reputation. In addition, as the Group pursues new end markets, warranty requirements will vary and it may be less effective in pricing its products to appropriately capture the warranty costs. These defects may also expose the Group to liability to pay for the recall of a product or require the Group to indemnify its customers for the costs of any such recalls which they face as a result of using items manufactured by the Group in their products. Additionally, the Group s end-to-end services include design services relating to products that it manufactures for its customers (including end-user products and components). Providing such services can expose the Group to different or greater potential liabilities than those it faces when providing its regular manufacturing services. For instance, the Group s design services business increases its exposure to potential product liability claims resulting from injuries caused by defects in products it 33

48 designs, as well as potential claims that products it designs or processes it uses infringe on third-party intellectual property rights. Such claims could signifi cantly damage the Group s reputation in the industry and subject the Group to signifi cant liability for damages, subject the infringing portion of its business to injunction and, regardless of its merits, could be time-consuming and expensive to resolve. A signifi cant portion of the Group s revenue is generated from its business in the automotive industry and the Group may also have greater potential exposure from warranty claims and product recalls in relation to products manufactured for the automotive industry due to problems caused by product design. Although the Group has product liability insurance coverage, it may not be suffi cient to cover the full extent of its product liability, if at all. A successful product liability claim in excess of the Group s insurance coverage or any material claim for which insurance coverage was denied or limited and for which indemnifi cation was not available could have a material adverse effect on its business, fi nancial condition and results of operations. The success of the Group s end-to-end solution activities depends in part on its ability to obtain, protect and leverage intellectual property rights to its designs. The Group strives to obtain and protect certain intellectual property rights to its technology and processes through trade secret laws, its internal security systems, confi dentiality procedures (including non- disclosure agreements with its customers and suppliers) and employee confi dentiality agreements. See also Business Intellectual Property: Patents, Trademarks and Licen ces. The Group believes that having a signifi cant level of protected proprietary technology gives it a competitive advantage in marketing its services. However, the Group cannot be certain that the measures that it employs will adequately safeguard its intellectual property rights or prevent unauthorised use of its technology and processes. Additionally, the Group cannot ensure that it will be able to enforce its patents even if the patents are obtained. If the Group is unable to obtain and protect intellectual property rights embodied within its designs, this could reduce or eliminate the competitive advantages of its proprietary technology, which would harm its business. The Group may encounter difficulties in completing or integrating acquisitions or may divest its member companies, which could adversely affect its operating results. The Group expects to expand its presence in new end markets, expand its capabilities and acquire new customers, some of which may occur through acquisitions. These transactions may involve acquisitions of entire companies, portions of companies, the entry into of joint ventures and acquisitions of businesses or selected assets. Potential challenges related to the Group s acquisitions and joint ventures include: paying an excessive price for acquisitions and/or incurring higher than expected acquisition costs; diffi culty in integrating acquired operations, systems and businesses; diffi culty in implementing its fi nancial and management controls, reporting systems and procedures; diffi culty in maintaining customer, supplier, employee or other favourable business relationships of acquired operations and restructuring or terminating unfavourable relationships; ensuring suffi cient due diligence prior to an acquisition and addressing unforeseen liabilities of acquired businesses; making acquisitions in new end markets or in technologies where its knowledge or experience is limited; failing to realise the benefi ts from goodwill and intangible assets resulting from acquisitions which may result in write-downs; and failing to achieve anticipated business volumes. Any of these factors could prevent the Group from realising the anticipated benefi ts of an acquisition, including additional revenue, operational synergies and economies of scale. The Group s failure to realise the anticipated benefi ts of acquisitions could adversely affect its business, fi nancial condition and results of operations. 34

49 The Group may also divest its member companies from time to time and there can be no assurance that such divestment will not adversely affect its business, fi nancial condition and results of operations. Acquisitions, expansions or infrastructure investments may require the Group to increase its level of indebtedness or issue additional equity. Should the Group desire to consummate signifi cant additional acquisition opportunities, undertake signifi cant additional expansion activities or make substantial investments in its infrastructure, its capital needs would increase and it may need to increase available borrowings under its credit facilities or access public or private debt and equity markets. There can be no assurance, however, that the Group will be successful in raising additional debt or equity on terms that it would consider acceptable or at all. An increase in the level of the Group s indebtedness could, among other things: make it diffi cult for it to obtain fi nancing in the future for acquisitions, working capital, capital expenditures, debt service requirements or other purposes; limit its fl exibility in planning for or reacting to changes in its business; make it more vulnerable in the event of a downturn in its business; and affect certain fi nancial covenants that it must comply with in connection with its credit facilities. The Group has a substantial amount of debt outstanding and may incur additional debt. The Group has signifi cant amounts of outstanding indebtedness and interest expense. The Group s level of indebtedness presents risks to investors, including the possibility that it may be unable to generate cash suffi cient to pay the principal of and interest on the indebtedness when due. As at 30 June 2018, the Group had total loans and borrowings and fi nance lease obligations of approximately US$390.0 million (inclusive of US$72.3 million of loan drawn at Slater Private Limited as part of the original acquisition loan). See Summary Corporate and Financing Structure and Description of Certain Financing Arrangements. The Group s ability to make principal and interest payments on the notes will depend on its future operating performance, which depends on a number of factors, many of which are outside of its control. These factors include prevailing economic conditions and fi nancial, competitive and other factors affecting its business. If the Group does not have suffi cient available resources to repay any indebtedness it may incur when it becomes due and payable, it may fi nd it necessary to refi nance such indebtedness. The Group cannot assure investors that refi nancing will be available, or available on commercially reasonable terms. The Group could incur substantial indebtedness in connection with acquisitions or debt fi nancings, which would further increase its leverage. The Group may suffer from a lack of liquidity. The Group believes that the combination of cash on hand, available credit lines and expected future operating cash fl ows of the Group is suffi cient to satisfy the Group s ongoing cash needs for its current level of operations and its planned operations for the foreseeable future. If any changes outside of the Group s control require it to increase its level of operations in order to meet customer demand, or if operations planned for the future prove to be more capital intensive than expected, or the Group s fi nancial performance deteriorates in a manner that it is no longer in compliance with its borrowing covenants, the Group may need to use its cash on hand to meet these greater demands, which may have a material adverse effect on the Group s business, fi nancial condition and results of operations. Further, an increase in the level of the Group s indebtedness and related interest costs may increase its vulnerability to adverse general economic and industry conditions and may affect the Group s ability to obtain additional fi nancing at a competitive rate or at all, which could have a material adverse effect on the Group s business, fi nancial condition and results of operations. 35

50 An adverse change in the interest rates for the Group s borrowings could adversely affect its financial condition. The Group pays interest on outstanding borrowings under some of its credit facilities at interest rates that fl uctuate based upon changes in the London Interbank Offered Rate ( LIBOR ) and other benchmark rates. An adverse change in LIBOR or such other benchmark rates could have a material adverse effect on its fi nancial position, results of operations, cash fl ows and ability to borrow money in the future. The Group enters into interest rate swaps to hedge some of this risk. If the duration of its interest rate swaps exceeds one month, it will have to mark-to-market the value of such swaps which could cause it to recognise losses in its accounts. The Group s credit facility contains restrictive covenants that may impair its ability to conduct its business. The Group has entered into credit facilities provided by various banks. See Summary Corporate and Financing Structure and Description of Certain Financing Arrangements. The credit facilities may contain fi nancial and operating covenants that limit the Group s management s discretion with respect to certain business matters. Among other things, these covenants include restrictions on the Group s ability and its subsidiaries ability to incur additional debt, change the nature of its business, sell or otherwise dispose of assets, make acquisitions, and merge or consolidate with other entities. Failure to comply with such restrictive covenants may lead to default and acceleration under the Group s credit facility and may impair its ability to conduct its business. The Group is exposed to intangible asset risk. The Group has a substantial amount of intangible assets. These intangible assets are generally attributable to acquisitions and represent the difference between the purchase price paid for the acquired businesses and the fair value of net tangible assets of acquired businesses. The Group is required to evaluate goodwill and other intangibles for impairment on at least an annual basis, and whenever changes in circumstances indicate that the carrying amount may not be recoverable from estimated future cash fl ows. As a result of the Group s annual and other periodic evaluations, the Group may determine that the intangible asset values need to be written down to their fair values, which could result in material charges that would be adverse to its business, fi nancial condition and results of operations. The Group may experience work-related accidents that may expose it to liability claims. Due to the nature of the Group s operations, it is subject to the risks of its employees being exposed to industrial-related accidents at its premises. The Group has incurred certain non-material expenses in connection with such accidents, including the payment of healthcare costs and compensation to the employee. If such accidents occur in the future, the Group may be required to pay compensation and may also suffer reputational harm. Under such circumstances, its business, fi nancial condition and results of operations will be adversely affected. The Group may not be able to implement its future business plans successfully. Further expansion of production capacity and fi nding suitable locations for such production facilities is key to the Group s success. However, even if the Group successfully identifi es and develops suitable locations to build production capacity, it may be unable to expand its business if the Group cannot compete effectively in these markets. The successful implementation of such plans will depend on a number of factors that may or may not be within the Group s control, including but not limited to the Group s ability to manage its expansion, achieve operational effi ciencies, mitigate any unforeseen diffi culties which may arise in the relocation and setting up of new production lines. There is no assurance that the Group s future plans will be successfully implemented. If the Group fails to implement the above-mentioned plans, its overall expansion and marketing strategy may be adversely affected, which in turn may have a material adverse effect on the Group s business, fi nancial condition and results of operations. 36

51 If the Group s manufacturing processes and services do not comply with applicable statutory and regulatory requirements, or if it manufactures products containing design or manufacturing defects, demand for its services may decline and it may be subject to liability claims. The Group manufactures and designs products to its customers specifi cations, and, in some cases, its designs, manufacturing processes and facilities may need to comply with applicable statutory and regulatory requirements. For example, products that are bound for Europe will have to comply with the Restriction of Hazardous Substances Directive (the RoHS Directive ), which restricts the use of six hazardous materials in the manufacture of various types of electronic and electrical equipment. The Group may also have the responsibility to ensure that products it designs satisfy safety and regulatory standards (including those applicable to its customers) and to obtain any necessary certifi cations. In addition, its customers products and the manufacturing processes that it uses to produce them are often highly complex. As a result, products that the Group manufactures may at times contain manufacturing or design defects, and its manufacturing processes may be subject to errors or not be in compliance with applicable statutory and regulatory requirements or demands of its customers. Defects in the products it manufactures or designs, whether caused by a design, manufacturing or component failure or error, or defi ciencies in its manufacturing processes, may result in delayed shipments to customers, replacement costs or reduced or cancelled customer orders. The failure of the products that it manufactures or the failure of its manufacturing processes and facilities to comply with applicable statutory and regulatory requirements may subject the Group to legal fi nes or penalties and, in some cases, require it to shut down or incur considerable expense to correct a manufacturing process or facility. Even if the Group s customers are responsible for the defects, they may not, or may not have resources to, assume responsibility for any costs or liabilities arising from these defects, which could expose the Group to additional liability claims. Compliance or the failure to comply with regulations and governmental policies could cause the Group to incur significant expense. The Group is subject to a variety of local and foreign laws and regulations including those relating to labour and health and safety concerns and import/export duties and customs. Such laws may require the Group to pay mandated compensation in the event of workplace accidents and penalties in the event of incorrect payments of duties or customs. Additionally, the Group may need to obtain and maintain licences and permits to conduct business in various jurisdictions. If the Group or the businesses or companies it acquires have failed or fail in the future to obtain or maintain the necessary licenses and permits or comply with such laws and regulations, then it could incur liabilities and fi nes and its operations could be suspended. Such laws and regulations could also restrict the Group s ability to modify or expand its facilities, could require it to acquire costly equipment, or could impose other signifi cant expenditures. The Group s failure to comply with environmental laws could adversely affect its business, financial condition and results of operations. The Group is subject to various federal, state, local and foreign environmental laws and regulations, including regulations governing the use, storage, discharge and disposal of hazardous substances used in its manufacturing processes. Failure to obtain the requisite approvals or permits could lead to fi nes being imposed or, in certain cases, the shutting down of the Group s factories. If this were to happen, the Group cannot be certain that the impact of such failure would not have a more signifi cant adverse effect on its business, fi nancial condition and results of operations than currently expected. The Group is also subject to laws and regulations governing the recyclability of products, the materials that may be included in products, and its obligations to dispose of these products after end-users have fi nished with them. The Group may also be required to procure permits in order to provide certain types of fi nishings it may seek to offer, which could take substantial time to obtain. Additionally, the Group may be exposed to liability to its customers relating to the materials that may be included in the components that it procures for its customers products. Any violation or alleged violation by the Group of environmental laws could subject it to signifi cant costs, fi nes or other penalties. 37

52 The Group is also required to comply with an increasing number of product environmental compliance regulations focused on the restriction of certain hazardous substances. For example, the electronics business unit became subject to the EU s Restrictions on Hazardous Substances, Waste Electrical and Electronic Equipment directives beginning in 2005 and 2006 ( WEEE ), the regulation EC 1907/2006 EU Directive REACH (Regulation, Evaluation, Authorisation, and restriction of Chemicals), and the equivalent RoHS Directive of the PRC. Similar legislation has been or may be enacted in other jurisdictions, including in the US. The RoHS Directive and other similar legislation prohibits the use of lead, mercury and certain other specifi ed substances in electronics products and WEEE requires EU importers and producers to assume responsibility for the collection, recycling and management of waste electronic products and components. Non-compliance could result in signifi cant costs and penalties. In addition, increasing governmental focus on global warming may result in new environmental regulations that may negatively affect the Group, its suppliers and its customers by requiring it to incur additional direct costs to comply with new environmental regulations, as well as additional indirect costs as a result of its customers or suppliers passing on additional compliance costs to it. These costs may adversely affect the Group s operations and fi nancial condition. The Group s operations may be affected by inherent risks and occupational hazards and a material disruption to the Group s operations may adversely affect the Group s revenue and profits. The Group s operations are subject to uncertainties and contingencies beyond its control that may result in material disruptions, preventing the Group from meeting customer orders, increasing the Group s costs of production, and consequently, adversely affecting the Group s revenue and profi ts. In particular, the Group s operations require complex production facilities, skilled labour and specialised manufacturing equipment. The Group s production facilities may require periodic shutdowns for regular maintenance and repair. Events such as industrial accidents fi res, fl oods, droughts, natural disasters and other catastrophes, equipment failures or other operational problems that increase the Group s equipment downtimes, strikes or other labour diffi culties and disruptions of public infrastructure such as roads, ports or pipelines may occur in the Group s existing production facilities, potentially causing delays in production and causing the Group to incur additional expenses such as charges for expedited deliveries for products that are delayed. Additionally, the Group s customers have the ability to cancel purchase orders in the event of any delays in production and may decrease future orders if delays are persistent. To the extent that such disruptions do not result from damage to its physical property, these may not be covered by its business interruption insurance. If any such events occur, the Group s production may be materially disrupted, which may adversely affect the Group s business, fi nancial performance and results of operations. The Group s operations, particularly its manufacturing facilities, involve risks and occupational hazards which cannot be completely avoided or eliminated through preventive efforts. Due to the nature of the Group s operations and the use of machinery in its production bases, unforeseen accidents which may result in severe damage to the Group s production facilities, severe injuries or even fatalities, may disrupt its production. There can be no assurance that such accidents will not take place. Should such accidents take place, it could have a material adverse effect on the Group s business, fi nancial condition and results of operations. The Group is or may be required to obtain and maintain quality or product certifications for certain markets. In some countries, the Group s customers require or prefer that it obtains certain certifi cations for its products and testing facilities with regard to specifi cations/quality standards. For example, the Group is required to maintain ISO/TS for its automotive products. Consequently, the Group needs to obtain and maintain the relevant certifi cations so that its customers are able to sell their products, which are manufactured by it, in these countries. If the Group is unable to meet and maintain the requirements needed to secure or renew such certifi cations, it may not be able to sell its products to certain customers and its fi nancial results may be adversely affected. 38

53 The Group is exposed to foreign exchange control regimes in countries in which it has operations. The subsidiaries within the Group are subject to the applicable foreign exchange control regimes in their respective jurisdictions, such as the PRC, Malaysia and Vietnam. For example, the PRC subsidiaries are subject to the PRC rules and regulations on currency conversion. In the PRC, the State Administration for Foreign Exchange ( SAFE ) regulates the conversion of the Renminbi into foreign currencies. Currently, foreign investment enterprises ( FIEs ) are required to apply to SAFE for Foreign Exchange Registration Certifi cates for FIEs. All of the PRC subsidiaries are FIEs. With such registration certifi cations (which need to be renewed annually), FIEs are allowed to open foreign currency accounts including the basic account and capital account. Currently, translation within the scope of the basic account (e.g. remittance of foreign currencies for payment of dividends, etc.) can be effected without requiring the approval of SAFE. However, conversion of currency in the capital account (e.g. for capital items such as direct investments, loans, securities, etc.) still requires the approval of SAFE. There can be no assurance that the current foreign exchange regulations will not be changed to the Group s detriment or that it will be able to continue to satisfy its foreign exchange requirements should such foreign exchange regulations be changed. Natural disasters, epidemics and other events outside the Group s control, and the ineffective management of such events, may harm its business. Some of the Group s facilities are located in areas that may be affected by natural disasters such as hurricanes, earthquakes, water shortages, tsunamis and fl oods. All facilities are subject to other natural or man-made disasters such as fi res, acts of terrorism, failures of utilities and epidemics. If such an event were to occur, the Group s business could be harmed due to the event itself or due to its inability to effectively manage the effects of the particular event. Potential harms include the loss of business continuity, the loss of business data, and damage to infrastructure. The Group s production could be severely affected if its employees, or the regions in which its facilities are located, are affected by a signifi cant outbreak of any disease or epidemic. For example, a facility could be closed by government authorities for a sustained period of time, some or all of the Group s workforce could be unavailable due to quarantine, fear of catching the disease or other factors, and local, national or international transportation or other infrastructure could be affected, leading to delays or loss of production. In addition, the Group s suppliers and customers are subject to similar risks, which could lead to a shortage of components or a reduction in its customers demand for its services. The Group relies on a variety of common carriers to transport its materials from its suppliers to it, and to transport its products from it to its customers. Problems suffered by any of these common carriers, whether due to a natural disaster, labour problem, act of terrorism, increased energy prices or some other issue, could result in shipping delays, increased costs, or some other supply chain disruption, and could therefore have a material adverse effect on its operations. In addition, some of the Group s facilities possess certifi cations necessary to work on specialised products that its other locations lack. If work is disrupted at one of these facilities, it may not be practicable or feasible to transfer such specialised work to another facility without signifi cant costs and delays. Thus, any disruption in operations at a facility possessing specialised certifi cations could adversely affect the Group s ability to provide products and services to its customers, and thus negatively affect its relationships and fi nancial results. Acts of terrorism and other political and economic developments could adversely affect the Group s business, financial condition and results of operations. Increased international political instability and social unrest, evidenced by the threat or occurrence of terrorist attacks, enhanced national security measures and the related decline in consumer confi dence may hinder the Group s ability to do business. Any escalation in these events or similar future events may disrupt its operations or those of its customers and suppliers and could affect the availability of raw materials and components needed to manufacture its products or the means to transport those materials to manufacturing facilities and fi nished products to customers. These events have had and may continue to have an adverse effect on the world economy in general and consumer confi dence and spending in particular, which in turn could adversely affect the Group s revenue and operating results. The effect of these events on the volatility of the world fi nancial markets could in future lead to volatility of the market price of its shares and may limit the capital resources available to the Group, its customers and suppliers. 39

54 The Group has operations in many countries and such operations may be subject to a number of risks specific to these countries. The Group s international operations across many different jurisdictions may be subject to a number of risks specifi c to these countries, including: less fl exible employee relationships which can be diffi cult and expensive to terminate; labour unrest; political and economic instability following major events such as Brexit as well as acts of terrorism and outbreaks of war; inadequate infrastructure for its operations (i.e. water, transportation and raw materials); lack of adequate power supplies (e.g. power rationing in the PRC during the summer months has previously affected the Group s manufacturing capacity); health concerns and related government actions; risk of governmental expropriation of its property; less favourable, or relatively undefi ned, intellectual property laws; unexpected changes in regulatory requirements and laws (especially in the PRC where the Group operates its plating production operations, as any non-compliance may result in the Group receiving orders to shut down the production); longer customer payment cycles and diffi culty in collecting trade accounts receivable; export duties, import controls and trade barriers (including quotas); adverse trade policies, and adverse changes to any of the policies of either the U.S. or any of the foreign jurisdictions in which it operates, including the imposition of trade tariffs or other trade wars; adverse changes in tax rates or major tax reforms; legal or political constraints on its ability to maintain or increase prices; burdens of complying with a wide variety of labour practices and foreign laws, including those relating to export and import duties, environmental policies and privacy issues; cultural and trade differences; the overall conditions of the economy, such as growth or contraction in GDP and level of infl ation and interest rates; inability to utilise net operating losses incurred by its foreign operations against future income in the same jurisdiction; and economies that are emerging or developing, that may be subject to greater currency volatility, negative growth, high infl ation, limited availability of foreign exchange and other risks. These factors may harm the Group s results of operations, and any measures that it may implement to reduce the effect of volatile currencies and other risks of its international operations may not be effective. In the Group s experience, entry into new international markets requires considerable management time as well as start-up expenses for market development, hiring and establishing offi ce facilities before any signifi cant revenue is generated. As a result, initial operations in a new market may operate at low margins or may be unprofi table. 40

55 The Group enters into interested person transactions and conflicts of interest may arise between certain of the Group s controlling shareholders, Directors and the Group. Slater Pte. Limited, a wholly-owned subsidiary of Baring Private Equity Asia VI Holdings (6) Limited ( BPEA ), currently owns 100% of the issued share capital of the Issuer. As a result, the overall interests of BPEA may infl uence the strategy and activities of the Issuer. The Group also has on-going contractual arrangements with BPEA related portfolio companies. Such transactions are entered into on normal commercial terms, on an arm s length basis and in accordance with the laws and regulations of the regulatory authorities in the jurisdiction to which the parties to such transactions are subject. Transactions with interested persons may give rise to confl icts of interest, which could lead to transactions being entered into and decisions made which are based on factors other than commercial factors. There can be no assurance that confl icts of interest will not arise between certain of the Group s controlling shareholders, certain of its Directors and the Group, or that such confl icts can be resolved. The Group relies to a certain extent on production and sales in countries which may become politically or economically unstable. The Group s expansion of its manufacturing and sales into markets which are still in the process of developing their economic, social and other infrastructure and are susceptible to the effects of various uncertain factors. The political, social and economic situations of these countries may not continue to provide an environment in which the Group can continue to manufacture its products in the same manner as it is currently able to. The government authorities of these countries may impose regulations or restrictions that could make it diffi cult, impractical or impossible, whether economically, legally or otherwise, for the Group to conduct its operations. Furthermore, the Group s business activities expose it to various risks related to foreign business transactions by virtue of its physical presence in certain territories in which it conducts operations and as a result of its exposure to certain geographical markets where it markets and sells its products. These risks include economic slowdown or a downturn in the relevant industries in these foreign markets, international currency fl uctuations, general strikes or other disruptions in working conditions, labour shortage and labour cost increase, especially in the PRC, political instability, changes in trade restrictions and tariffs, the diffi culties associated with staffi ng and managing international operations, generally longer receivables collection periods, unexpected changes in or imposition of new legislative or regulatory requirements, relatively limited protection for intellectual property rights in certain countries, potentially adverse tax consequences or changes to taxation legislation in territories with fast developing legal and regulatory systems, signifi cant time and capital required for expanding overseas businesses before achieving capital return, cultural and trade differences, shipping costs and other duties and impositions. If one or more of these risks were to occur, this may adversely affect the Group s business, fi nancial condition and results of operations. Negative or unexpected tax consequences could adversely affect the Group s business, financial condition and results of operations. The Group is subject to direct and indirect tax audits by governmental authorities in all the legal jurisdictions where it conducts business. These tax audits are by nature, both ongoing and uncertain as to outcome. Negative or uncertain outcomes from such tax audits or changes to the tax laws governing the various jurisdictions in which the Group operates could adversely affect its business, fi nancial condition and results of operations. Furthermore, adverse changes in the Group s underlying profi tability and future business plans in certain of its locations could lead to changes in its valuation allowances on the recovery of its deferred tax assets, which could adversely affect its business, fi nancial condition and results of operations. The Group is subject to the possible insolvency of financial counterparties. The Group engages in numerous fi nancial transactions and contracts including insurance policies, letters of credit, credit line agreements and fi nancial derivatives (including forward hedge contracts for foreign exchange and commodity prices) involving various counterparties, including its customers and suppliers. The Group is subject to the risk that one or more of these counterparties may become insolvent and therefore unable to discharge its obligations under such contracts. In the event that such counterparty defaults on its obligations, the Group may not recover the full amount of funds due to it by its debtors, or may have to claim in the insolvency of any relevant defaulting counterparty. This may have a material adverse effect on the Group s business, fi nancial condition and results of operations. 41

56 Legal and regulatory claims may arise in the conduct of the Group s business. In the ordinary course of its business, the Group is subject to regulatory oversight and liability risk. The Group is subject to regulation in each jurisdiction in which it operates. Regulation and regulatory requirements are continuously amended and new requirements are imposed on the Group, including, but not limited to, regulations on conduct of business, anti-money laundering, payments, consumer credits, capital requirements, reporting and corporate governance. The Group may also be involved in a variety of claims, disputes, legal proceedings and governmental investigations in jurisdictions where it operates. Such claims, disputes and legal proceedings are subject to many uncertainties and their outcomes and ultimate consequences are often diffi cult to predict, particularly in the earlier stages of a case or an investigation. These types of claims and proceedings may expose the Group to monetary damages, direct or indirect costs (including legal costs), direct or indirect fi nancial loss, civil and criminal penalties, loss of licen ces or authorisations or loss of reputation, as well as the potential for regulatory restrictions on its businesses, any of which could have a material adverse effect on the Group s business, fi nancial condition and results of operations. RISKS RELATING TO THE NOTES ISSUED UNDER THE PROGRAMME The Notes may not be a suitable investment for all investors. Each potential investor in any Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should: (i) (ii) (iii) (iv) (v) have suffi cient knowledge and experience to make a meaningful evaluation of the relevant Notes, the merits and risks of investing in the relevant Notes and the information contained or incorporated by reference in this Offering Circular, any applicable supplement to this Offering Circular or any Pricing Supplement; have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular fi nancial situation, an investment in the relevant Notes and the impact such investment will have on its overall investment portfolio; have suffi cient fi nancial resources and liquidity to bear all of the risks of an investment in the relevant Notes, including where principal, interest is payable in one or more currencies, or where the currency for principal, interest is different from the potential investor s currency; understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any relevant indices and fi nancial markets; and be able to evaluate (either alone or with the help of a fi nancial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks. Some Notes may be complex fi nancial instruments and such instruments may be purchased as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to the purchaser s overall portfolios. A potential investor should not invest in Notes which are complex fi nancial instruments unless it has the expertise (either alone or with the help of a fi nancial adviser) to evaluate how the Notes will perform under changing conditions, the resulting effects on the value of such Notes and the impact this investment will have on the potential investor s overall investment portfolio. Additionally, 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) the Notes are legal investments for it, (2) the Notes can be used as collateral for various types of borrowing, and (3) other restrictions apply to its purchase of any Notes. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of the Notes under any applicable risk-based capital or similar rules. 42

57 Substantial leverage and debt service obligations could adversely affect the Group s businesses and prevent the Issuer and the Subsidiary Guarantors from fulfilling their obligations under the Notes and the Subsidiary Guarantees. Subject to limitations under the Terms and Conditions of the Notes and the Senior Facilities Agreement (as defi ned in the Terms and Conditions of the Notes), the Group will be permitted to incur additional indebtedness in the future. For a summary of the Group s existing indebtedness as of the date of this offering, see Description of Certain Financing Arrangements and Capitalisation and Indebtedness. The degree to which the Group will be leveraged in the future, on a consolidated basis, could have important consequences for the Noteholders, including, but not limited to: making it more diffi cult for the Issuer and the Subsidiary Guarantors to satisfy their respective obligations with respect to the Notes and the Subsidiary Guarantees; increasing vulnerability to, and reducing the Group s fl exibility to respond to, general adverse economic and industry conditions; requiring the dedication of a substantial portion of cash fl ow from operations to the payment of principal of, and interest on, the Issuer s consolidated indebtedness, thereby reducing the availability of such cash fl ow to fund working capital, capital expenditures, acquisitions, joint ventures or other general corporate purposes; limiting fl exibility in planning for, or reacting to, changes in the Group s businesses, the competitive environment and the industry in which the Group operates; placing Noteholders at a competitive disadvantage compared to the Group s competitors that are not as highly leveraged; and limiting the Group s ability to borrow additional funds and increasing the cost of any such borrowing. Any of these or other consequences or events could materially and adversely affect the Issuer s or the Subsidiary Guarantors ability to satisfy debt obligations, including the Notes and the Subsidiary Guarantees. The Group must repay or refinance existing indebtedness prior to the maturity of the Notes. Failure to do so could have a material adverse effect on the Group. The maturity of the outstanding loans under the Senior Facilities Agreement may be before the maturity date of the fi rst Tranche of Notes being offered hereby. While the Group expects to repay this indebtedness, it may decide to refi nance such indebtedness if it does not have suffi cient cash to do so. If the Group is to refi nance this indebtedness, it may not be able to do so, or refi nancing may not be available on commercially reasonable terms. The fi nancial terms or covenants of any new credit facility and/or other indebtedness may not be the same or as favourable as those under the Senior Facilit ies Agreement. The Group s ability to complete a refi nancing of the outstanding loans under the Senior Facilities Agreement prior to their maturity is subject to a number of conditions beyond its control. For example, if a disruption in the fi nancial markets were to occur at the time that it intends to refi nance this indebtedness, it might be restricted in its ability to access the fi nancial markets. If the Group is unable to refi nance this indebtedness, its alternatives would consist of negotiating an extension of the outstanding loans under the Senior Facilities Agreement with the lenders and seeking or raising new capital. If the Group is unsuccessful, and if it does not have suffi cient funds to repay such indebtedness on the maturity date, an event of default would result under the Senior Facilities Agreement, which could also trigger crossdefaults in its other indebtedness, including the Notes. Even if the Group has suffi cient funds to pay such indebtedness in full, it may not have suffi cient cash to continue making interest payments on the Notes. 43

58 The Group is subject to restrictive debt covenants that may limit the Group s ability to finance its future operations and capital needs and to pursue business opportunities and activities. The Terms and Conditions of the Notes and the Senior Facilities Agreement will, among other things, restrict the Issuer s ability to: incur or guarantee additional indebtedness; create or incur certain liens; make certain payments, including dividends or other distributions, with respect to the shares of the Subsidiary Guarantors or their restricted subsidiaries; prepay or redeem subordinated debt or equity; make certain investments and capital expenditures; create encumbrances or restrictions on the payment of dividends or other distributions, loans or advances to and on the transfer of assets to the Subsidiary Guarantors or any of their restricted subsidiaries; sell, lease or transfer certain assets, including stock of restricted subsidiaries; engage in certain transactions with affi liates; enter into unrelated businesses or engage in prohibited activities; and consolidate or merge with other entities. In addition, certain of the Group s other indebtedness provide for restrictions and limitations on the Group s ability to pay dividends or make other distributions on the occurrence of certain events. All of these limitations will be subject to signifi cant exceptions and qualifi cations. See Terms and Conditions of the Notes Covenants. These covenants could limit the Issuer s and the Subsidiary Guarantors ability to fi nance their future operations and capital needs and their ability to pursue business opportunities and activities that may be in the Group s interest in order to maintain compliance. The Group will require a significant amount of cash to meet its obligations under its indebtedness and to sustain its operations, which the Group may not be able to generate or raise. The ability of the Issuer to make scheduled principal or interest payments on the Notes and the Group s ability to make payments on the Group s indebtedness and the Group s contractual obligations, including the Senior Facilities Agreement (see Description of Certain Financing Arrangements ), and to fund the Group s ongoing operations, will depend on the Group s future performance and the Group s ability to generate cash, which to a certain extent is subject to general economic, fi nancial, competitive, legislative, legal, regulatory and other factors, as well as other factors discussed in this Risk Factors section, many of which are beyond the Group s control. If the Group s future cash fl ows from operations and other capital resources are insuffi cient to pay the Group s debt obligations, the Group s contractual obligations, or to fund the Group s other liquidity needs, the Group may be forced to sell assets or attempt to restructure or refi nance the Group s existing indebtedness. No assurance can be given that the Group would be able to accomplish any of these measures on a timely basis or on satisfactory terms or at all. Payments under the Notes and the Subsidiary Guarantees will be structurally subordinated to liabilities and obligations of certain of the Issuer s subsidiaries, and the Notes are not secured. The Issuer has only a shareholder s claim on the assets of any subsidiary in the Issuer s group. This shareholder s claim is junior to the claims that creditors of any such subsidiary have against it. 44

59 The Initial Subsidiary Guarantors comprise guarantors under the Senior Facilities Agreement as at the Original Issue Date. See Description of Certain Financing Arrangements US$ million Senior Facilities Agreement. The Initial Subsidiary Guarantors accounted for approximately U.S.$33.4 million, or 35.4%, of the Group s Consolidated EBITDA for the fi nancial year ended 30 June 2018, and approximately U.S.$172.0 million, or 19.5%, of the Group s total assets as of 30 June Under the Terms and Conditions of the Notes, any Restricted Subsidiaries (other than Restricted Subsidiaries organised under the laws of PRC) that guarantee the credit facilities provided under the Senior Facilities Agreement from time to time, will jointly and severally guarantee the Notes. Following repayment and discharge of the credit facilities provided under the Senior Facilities Agreement, and if the Subsidiary Guarantor Threshold (as defi ned in the Terms and Conditions of the Notes) would not be satisfi ed at the time of each calculation thereof, as provided for in Condition 3(b)(2)(iv), the Issuer will cause one or more Restricted Subsidiaries (other than Restricted Subsidiaries organised under the laws of the PRC) to guarantee the Notes such that the Subsidiary Guarantor Threshold Requirement is complied with. However, the Subsidiary Guarantor Threshold Requirement applicable to the Issuer is subject to certain important exemptions and qualifi cations. See Condition 3(b)(2) of Terms and Conditions of the Notes. The Noteholders will only be creditors of the Issuer and the Subsidiary Guarantors, and not of the Issuer s other subsidiaries. In addition, the Noteholders will not have the benefi t of any security interest over the shares of any of the Issuer s other subsidiaries or any security interest over the assets of any of the Issuer s other subsidiaries. As a result, liabilities of any of the Issuer s other subsidiaries will be effectively senior to the Notes. Any of these other subsidiaries may in the future have other liabilities, including contingent liabilities, that may be signifi cant. Although the Terms and Conditions of the Notes contains limitations on the amount of additional debt that the Issuer and certain of the Issuer s subsidiaries may incur, the amounts of such debt could be substantial. See Terms and Conditions of the Notes Covenants Limitation on Indebtedness and Preferred Stock. If the Group is unable to comply with the restrictions and covenants in its debt agreements or the Trust Deed, there could be a default under the terms of these agreements or the Trust Deed, which could cause repayment of the Group s debt to be accelerated. If the Group is unable to comply with the restrictions and covenants in the Trust Deed, or the Group s current or future debt obligations and other agreements, there could be a default under the terms of these agreements. In the event of a default under the terms of these agreements, the holders of the debt could terminate their commitments to lend to the Group, accelerate payment of the debt and declare all amounts borrowed due and payable or terminate the agreements, as the case may be. Furthermore, some of the Group s debt agreements or documents, including the Trust Deed, contain cross-acceleration or cross-default provisions. As a result, the Group s default under one debt agreement may cause the acceleration of repayment of debt, including the Notes, or result in a default under the other debt agreements, including the Trust Deed. If any of these event occur, there can be no assurance that the Group s asset and cash fl ow would be suffi cient to repay in full all of its indebtedness or that the Group would be able to fi nd alternative fi nancing. Even if the Group could obtain alternative fi nancing, no assurance can be given by the Group that it would be on terms that are favourable to the Group. The controlling shareholders of the Issuer, which are affiliates of BPEA, may have interests that conflict with other investors. BPEA indirectly controls the Group s affairs and policies. Circumstances may occur in which the interests of BPEA could be in confl ict with the interests of the Group s creditors, including, without limitation, the Noteholders. In addition, BPEA may have an interest in pursuing acquisitions, divestitures or other transactions that, in their judgment, could enhance their equity investment, even though such transactions might involve risks to the Group s creditors if the transactions resulted in the Group becoming more leveraged or signifi cantly changed the nature of the Group s business operations or strategy. In addition, if the Group encounters fi nancial diffi culties, or is unable to pay its debts as they mature, the interests of BPEA may confl ict with those of the Group s creditors. In that situation, for example, the Group s creditors might want it to raise additional equity from BPEA or other investors for capital contributions to the Group to reduce its leverage and pay its debts, while BPEA might not be in a position to increase their investment in the Group or have their ownership diluted and instead choose to take other actions, such as selling the Group s assets. 45

60 Additionally, BPEA and certain of its affi liates are in the business of making investments in companies and currently hold and may from time to time in the future acquire, interests in businesses that directly or indirectly compete with certain portions of the Group s business or are suppliers or customers of the Group. Further, if they pursue acquisitions or make further investments in the industries in which the Group operates, those acquisition and investment opportunities may not be available to the Group. So long as the controlling shareholders of the Issuer continue to indirectly own a signifi cant amount of the Issuer s equity, even if such amount is less than 50 per cent., they will continue to be able to infl uence or effectively control the Group. The Subsidiary Guarantees provided by the Subsidiary Guarantors will be subject to certain limitations on enforcement and may be limited by applicable laws or subject to certain defences that may limit its validity and enforceability. The Subsidiary Guarantees given by the Subsidiary Guarantors provides holders of Notes with a direct claim against the Subsidiary Guarantors in respect of the Issuer s obligations under the Notes. Enforcement of the Subsidiary Guarantees would be subject to certain generally available defences. Local laws and defences may vary and may include those that relate to corporate benefi t (ultra vires), fraudulent conveyance or transfer (action pauliana), voidable preference, fi nancial assistance, corporate purpose, liability in tort, subordination and capital maintenance or similar laws and concepts. They may also include regulations or defences which affect the rights of creditors generally. If a court were to fi nd the Subsidiary Guarantees given by the Subsidiary Guarantors, or a portion thereof, void or unenforceable as a result of such local laws or defence, or to the extent that agreed limitations on guarantees apply, holders would cease to have any claim in respect of the Subsidiary Guarantors and would be creditors solely of the Issuer and, if payment had already been made under the Subsidiary Guarantees, the court could require that the recipient return the payment to the Subsidiary Guarantors. Modification and waivers. The Terms and Conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defi ned majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority. Furthermore, there is a risk that the decision of the majority of holders of the Notes may be adverse to the interests of an individual Noteholder. The Terms and Conditions of the Notes also provide that the Trustee may (but is not obliged to) agree, without the consent of the Noteholders or Couponholders, to (i) any modifi cation of any of the provisions of the Trust Deed, the Agency Agreement and/or the Terms and Conditions of the Notes which in the opinion of the Trustee is of a formal, minor or technical nature, is made to correct a manifest error or to comply with any mandatory provision of law or is required by Euroclear and/or Clearstream, Luxembourg, CDP and/or any other clearing system in or through which the Notes may be held, and (ii) any other modifi cation (except as mentioned in the Trust Deed) which is in the opinion of the Trustee not materially prejudicial to the interests of the Noteholders, and (iii) any waiver or authorisation of any breach or proposed breach, of any of the provisions of the Trust Deed, the Agency Agreement or the Terms and Conditions of the Notes which is in the opinion of the Trustee not materially prejudicial to the interests of the Noteholders. Any such modifi cation, waiver or authorisation shall be binding on the Noteholders and the Couponholders and, unless the Trustee otherwise agrees, such modifi cation, waiver or authorisation shall be notifi ed by the Issuer to the Noteholders as soon as practicable. It may not be possible for Noteholders to effect service of process, or to enforce judgments of a foreign court, on the Subsidiary Guarantors in Indonesia. Some of the Subsidiary Guarantors are limited liability companies incorporated in Indonesia (the Indonesian Subsidiary Guarantors ) operating within the framework of Indonesian laws relating to investment and all of its signifi cant assets are located in Indonesia. The majority of the Indonesian Subsidiary Guarantor s commissioners and directors reside in Indonesia. As a result, it may be diffi cult for investors to effect service of process, including judgments, on the Indonesian Subsidiary Guarantors or their respective commissioners and directors outside Indonesia, or to enforce judgments obtained in non- Indonesian courts against an Indonesian Subsidiary Guarantor or their respective commissioners and directors in Indonesia. See Enforceability of Civil Liabilities. 46

61 The Indonesian Subsidiary Guarantors have been advised by their Indonesian legal adviser that judgments of non-indonesian courts are not enforceable in Indonesian courts, although such judgments could be admissible as non-conclusive evidence in a proceeding on the underlying claim in an Indonesian court. The Indonesian Subsidiary Guarantors have also been advised by Indonesian counsel that there is doubt as to whether Indonesian courts will recogni se judgments in original actions brought in Indonesian courts based only upon the civil liability provisions of the securities laws of other countries. In addition, an Indonesian court may refuse to hear an original action based on securities laws of other countries. As a result, the Noteholders would be required to pursue claims against the Indonesian Subsidiary Guarantors or their respective commissioners, directors and executive offi cers in Indonesian courts. The claims and remedies available under Indonesian law may not be as extensive as those available in other jurisdictions. No assurance can be given that the Indonesian courts will protect the interests of the Noteholders in the same manner or to the same extent as would courts in more developed countries outside of Indonesia. Indonesian companies have filed suits in Indonesian courts to invalidate transactions with structures similar to this offering of the Notes and the Subsidiary Guarantees and have brought legal action against lenders and other transaction participants; moreover, such legal actions have resulted in judgments against such defendants invalidating all obligations under the applicable debt instruments and in damages against such defendants in excess of the amounts borrowed. The Indonesian Supreme Court has affi rmed several District Court decisions that invalidated transactions with structures similar to this offering of the Notes and the Subsidiary Guarantees. These cases have generally involved Indonesian companies that had defaulted on notes and other debt incurred through offshore fi nancing entities in transactions structured similarly to this offering of the Notes and the Subsidiary Guarantees and had successfully sued their creditors as well as other parties such as underwriters and trustees with respect to such debt and have obtained, among other relief: a declaration that the entire debt obligation is null and void; disgorgement of prior payments made to holders of the notes; damages from lenders and other transaction participants in amounts exceeding the original proceeds of the debt issued; and injunctions prohibiting holders of the notes from enforcing their rights under the relevant transaction documents and trading in the notes. Under the Indonesian Civil Code, a guarantor of a debt obligation may waive its right to require the benefi ciary of the guarantee to exhaust its legal remedies against the principal obligor s assets prior to the benefi ciary exercising its rights against the guarantor under the guarantee. Although the Subsidiary Guarantees include a waiver of this right, the Indonesian Subsidiary Guarantors have been advised by their Indonesian counsel that the Indonesian Subsidiary Guarantors may, nonetheless, require that a benefi ciary of the Subsidiary Guarantees fi rst prove that all available legal remedies against the Issuer, as the obligor, have been exhausted. See Through the purchase of the Notes and Subsidiary Guarantees, Noteholders may be exposed to a legal system subject to considerable discretion and uncertainty; it may be diffi cult or impossible for the Noteholders to pursue claims under the Notes or the Subsidiary Guarantees because of considerable discretion and uncertainty of the Indonesian legal system. In several court cases in Indonesia, Indonesian companies that had defaulted on debt incurred through offshore fi nancing entities and guaranteed by Indonesian companies have sued their creditors under such debt to, among other things, invalidate their debt obligations, and have sought damages in amounts exceeding the original principal amounts of the relevant debt from such creditors. In a case which was subsequently settled, an Indonesian court voided the transaction documents under a transaction involving a guarantee issued by an Indonesian company of the debt of an offshore subsidiary. In another case, an Indonesian court declared a loan agreement between an offshore entity and its creditors null and void and awarded damages to the defaulting borrower. The courts reports of these decisions do not provide a clear factual basis or legal rationale for the judgments. 47

62 Following several lower court cases involving PT Indah Kiat Pulp & Paper Tbk., an Indonesian listed company ( Indah Kiat ), the Indonesian Supreme Court, in a June 2006 decision (the June 2006 Decision ) released in November 2006, affi rmed lower court judgments that invalidated US$500 million of notes issued by Indah Kiat International Finance Company B.V. ( Indah Kiat BV ), a Dutch subsidiary of Indah Kiat, and guaranteed by Indah Kiat. The lower courts had ruled that the defendants (including the trustee, underwriter and security agent with respect to the notes) committed a tort (perbuatan melawan hukum), and therefore the issuance of the notes was null and void. Indah Kiat argued that by acting as both guarantor of the notes issued by Indah Kiat BV and borrower under an inter-company loan from Indah Kiat BV, Indah Kiat acted as both debtor and guarantor of the same debt. The lower courts reasoned that the transaction documents with respect to the notes were signed without any legal cause and did not meet the provisions of Article 1320 of the Indonesian Civil Code, which requires an agreement to have a legal cause in order to be a valid agreement. The lower courts also ruled that the establishment of Indah Kiat BV was unlawful, as it was established for the purposes of avoiding Indonesian withholding tax liability. On 19 August 2008, the Indonesian Supreme Court granted a civil review (peninjauan kembali) (the August 2008 Decision ) and annulled the June 2006 Decision, stating that Indah Kiat had failed to prove that the transaction was an act of legal manipulation that caused damages to Indah Kiat and concluding that the defendants did not commit any unlawful acts. Further, the Indonesian Supreme Court maintained that it was clear that the money borrowed from Indah Kiat BV by Indah Kiat originated from the issuance of the notes, as evidenced by the relevant inter-company loan agreement, and therefore there was no merit to the claim that the transaction was an act of legal manipulation. The Indonesian Supreme Court in the August 2008 Decision further stated that it had misapplied the tax law in the June 2006 Decision, as the tax law did not prohibit tax saving. Finally, the Indonesian Supreme Court stated that the guarantees with respect to the notes were enforceable as long as the relevant security documents were valid and enforceable, and that claims with respect to certain New York law-governed documents, such as the indenture, the intercompany loan agreement and the underwriting agreement, should be brought in the appropriate court in the State of New York. The Indonesian Supreme Court in March 2009 refused a civil review (the March 2009 Decision ) of a judgment by the District Court of Kuala Tungkal, South Sumatra, which invalidated US$500 million of notes issued by APP International Finance Company B.V. ( APPC ) and guaranteed by PT Lontar Papyrus Pulp & Paper Industry ( Lontar Papyrus ), a sister corporation of Indah Kiat. Although the Indonesian Supreme Court s offi cial judgment is not publicly available, Lontar Papyrus legal arguments in its lower court case were substantially similar to those made by Indah Kiat and rejected by the Indonesian Supreme Court in its August 2008 Decision. The Indonesian Supreme Court s refusal to grant a civil review effectively affi rmed and made fi nal the lower court s decision to invalidate the transaction documents and Lontar Papyrus s guarantor obligations under the notes. The Indonesian Supreme Court reasoned that the loan agreement between APPC and Lontar Papyrus and the indenture with respect to the notes required revisions in order to comply with Indonesia s prevailing laws and regulations and that because Lontar Papyrus had repaid in full the loan from APPC, it had no outstanding legal obligations as debtor under the loan agreement with APPC or as guarantor under the indenture. Lontar Papyrus and Indah Kiat are subsidiaries of Asia Pulp & Paper Company Ltd., and their original lower court cases against their creditors were fi led at approximately the same time. While the lower court decisions in certain of these cases have been annulled by the Indonesian Supreme Court, as in the August 2008 Decision, the Indonesian Supreme Court has taken a contradictory view in the March 2009 Decision. In a September 2011 decision, the Indonesian Supreme Court, whose judgment has not been made publicly available, refused a civil review (the September 2011 Decision ) of a decision by the District Court of Bengkalis (whose judgment was the subject of the Indonesian Supreme Court s June 2006 Decision and August 2008 Decision), which invalidated the notes issued by Indah Kiat BV. The facts and legal claims presented by Indah Kiat BV were substantially the same as those made by Indah Kiat in the lower court cases that were the subject of the June 2006 Decision. The September 2011 Decision specifi cally noted that the Indonesian Supreme Court chose to not consider its August 2008 Decision despite such substantially similar facts and legal claims. 48

63 The Supreme Court s refusal to grant civil reviews of the lower court decisions in the March 2009 Decision and September 2011 Decision effectively affi rmed the lower courts decisions to invalidate the relevant notes and the issuers and guarantors obligations under such notes, and such lower court decisions are now fi nal and not subject to further review. Indonesian court decisions are not binding precedents and do not constitute a source of law at any level of the judicial hierarchy as in common law jurisdictions such as the United States and the United Kingdom. However, the Issuer cannot assure investors that a court would not issue a decision similar to the September 2011 Decision with respect to the validity and enforceability of the Notes and the Guarantees or grant any additional relief, which in each case would be adverse to the interests of Noteholders. The Issuer cannot assure investors that the Indonesian Supreme Court and lower Indonesian courts will not invalidate the Notes, the Subsidiary Guarantees and other transaction documents, or that investors will be able to enforce their rights in Indonesia, where substantially all of the Indonesian Subsidiary Guarantors assets are located. In addition, in jurisdictions where courts recogni se such Indonesian court decisions, the Noteholders may also be unable to enforce their rights under the Notes, the Subsidiary Guarantees or other transaction documents, or have recourse to the Issuer s or any Indonesian Subsidiary Guarantor s assets. Holders of the Notes may have no effective or practical recourse to any assets or legal process in Indonesia to enforce their rights against the Issuer or the Indonesian Subsidiary Guarantors. Noteholders may be exposed to affi rmative judgments by Indonesian courts against them in amounts exceeding the value of the Notes held by them. In addition, in jurisdictions where courts recogni se such Indonesian court decisions, non-indonesian courts may enforce such judgments against the assets of Noteholders as well as other parties such as underwriters and trustees located outside of Indonesia. Through the purchase of the Notes and the Subsidiary Guarantees, Noteholders may be exposed to a legal system subject to considerable discretion and uncertainty; it may be difficult or impossible for the Noteholders to pursue claims under the Notes or the Subsidiary Guarantees because of considerable discretion and uncertainty of the Indonesian legal system. Indonesian legal principles relating to the rights of debtors and creditors, or their practical implementation by Indonesian courts, may differ materially from those that would apply within the jurisdictions of the United States, the European Union or other jurisdictions. Neither the rights of debtors nor the rights of creditors under Indonesian law are as clearly established or recogni sed as under legislation or judicial precedent in the United States and most European Union member states. In addition, under Indonesian law, debtors may have rights and defenses to actions fi led by creditors that these debtors would not have in jurisdictions with more established legal regimes such as those in the United States and the European Union member states. Indonesia s legal system is a civil law system based on written statutes in which judicial and administrative decisions do not constitute binding precedent and are not systematically published. Indonesia s commercial and civil laws, as well as rules on judicial process, were historically based on Dutch law as in effect prior to Indonesia s independence in 1945, and some have not been revised to refl ect the complexities of modern fi nancial transactions and instruments. Indonesian courts may be unfamiliar with sophisticated commercial or fi nancial transactions, leading in practice to uncertainty in the interpretation and application of Indonesian legal principles. The application of Indonesian law depends upon subjective criteria, such as the good faith of the parties to the transaction and principles of public policy, the practical effect of which is diffi cult or impossible to predict. Indonesian judges operate in an inquisitorial legal system, have very broad fact-fi nding powers and a high level of discretion in relation to the manner in which those powers are exercised. In practice, Indonesian court decisions may omit, or may not be decided upon, a legal and factual analysis of the issues presented in a case, and as a result, the administration and enforcement of laws and regulations by Indonesian courts and Indonesian governmental agencies may be subject to considerable discretion and uncertainty. Furthermore, corruption in the court system in Indonesia has been widely reported in publicly available sources. In addition, under the Indonesian Civil Code, although a guarantor may waive its right to require the obligee to exhaust its legal remedies against the obligor s assets prior to the obligee exercising its rights under the related guarantee, a guarantor may be able to argue successfully that the guarantor can nonetheless require the obligee to exhaust such remedies before acting against the guarantor. No assurance can be given that an Indonesian court would not side with the Indonesian Subsidiary Guarantors on this matter, despite the express waiver by the Indonesian Subsidiary Guarantors of this obligation in the Subsidiary Guarantees. 49

64 Furthermore, on 2 September 2013, the holders of notes issued by BLD Investments Pte. Ltd. and guaranteed by PT Bakrieland Development Tbk. ( Bakrieland ), under a trust deed governed under English law, fi led a postponement of debt payment petition with the Jakarta commercial court on grounds including that Bakrieland had failed to comply with its obligation to repay the principal amount of the notes when noteholders exercised their put option under the terms of the notes. In its decision dated 23 September 2013, the commercial court ruled, among other things, that the trust deed relating to the notes is governed by English law, all disputes arising out of or in connection with the trust deed must be settled by English courts and, accordingly, that the Jakarta commercial court does not have authority to examine and adjudicate this case. On 8 December 2014, the Supervisory Judge in proceedings before the Commercial Court of the Central Jakarta District Court determined that noteholders were not creditors of Bakrie Tel for purposes of its court-supervised debt restructuring, known as Bakrie Tel PKPU. Bakrie Tel, an Indonesian telecommunications company, is the guarantor of US$380 million of senior notes issued in 2010 and 2011 by a Singapore-incorporated special purpose vehicle that is a subsidiary of Bakrie Tel. The proceeds from the offering of the notes were on-lent to Bakrie Tel pursuant to an intercompany loan agreement, which was assigned to the noteholders as collateral. In its decision affi rming the composition plan, the Commercial Court accepted the Supervisory Judge s determination that the relevant creditor of Bakrie Tel in respect of the US$380 million notes was the issuer subsidiary, rather than the noteholders or the trustee, and gave no effect to the guarantee. As such, only the intercompany loan was recogni sed by the Commercial Court as indebtedness on which Bakrie Tel was liable for purposes of the Bakrie Tel PKPU. As a result, only the issuer subsidiary had standing as a Bakrie Tel creditor to vote in the Bakrie Tel PKPU proceedings, which substantially altered the terms of the U.S. dollar bonds and the guarantee. Similar to the Bakrie Tel PKPU case, Trikomsel, in early 2016 entered into a suspension of payment obligation (PKPU) under the Indonesia bankruptcy law regime. The PKPU administrators were reported to have rejected claims that arose from holders of their two Singapore Dollar bonds and took the position that the respective trustee under each bond did not have any standing to make claims on behalf of bondholders. Further, they asserted that only individual bondholders that had fi led claims on their own would be able to participate in the PKPU proceedings and be permitted to vote on any restructuring plan. On 28 September 2016, the PKPU process was settled between Trikomsel and its creditors through the establishment of a composition plan (rencana perdamaian), which was approved by certain bondholders and subsequently ratifi ed by the Jakarta Commercial Court. Based on an announcement from Trikomsel on 5 October 2016, under the approved composition plan, the bondholders of the two of Singapore Dollar bonds may be required to exchange their notes into new shares to be issued by Trikomsel, thereby extinguishing the bonds. As a result, it may be diffi cult for the Noteholders to pursue a claim against the Issuer or any of the Indonesian Subsidiary Guarantors, which may adversely affect or eliminate entirely the ability of the Noteholders to obtain and enforce a judgment against the Issuer or any of the Indonesian Subsidiary Guarantors in Indonesia or increase the costs incurred by the Noteholders in pursuing, and the time required to pursue, claims against the Issuer or any of the Indonesian Subsidiary Guarantors. The granting of guarantees/security interests by a Luxembourg company is subject to specific limitations and requirements arising from considerations related to its corporate object and corporate benefit. As at the Original Issue Date, one of the Initial Subsidiary Guarantors, Amtek Luxembourg S.a.r.l. (the Luxembourg Guarantor ), is a company incorporated in Luxembourg. The granting of guarantees/ security interests by a Luxembourg company is subject to specifi c limitations and requirements arising from considerations related to its corporate object and corporate benefi t. The granting of guarantees/security interests by a Luxembourg company must come within its corporate object ( objet social ). In addition, there is also a requirement according to which the granting of guarantees/security interests by a Luxembourg company must be in furtherance of its corporate benefi t ( interêt social ). In particular, according to article of the Luxembourg Companies Act, it is a criminal offence for managers or directors of a company to use the assets or the credit of a company for a purpose which they know to be against the interest of the company in their personal interest, or in the interest of companies in which they are directly or indirectly interested. 50

65 The granting of a guarantee or of a security interest in violation of article of the Luxembourg Companies Act would constitute a criminal offence committed by the managers/directors of the company but there is also a risk that the guarantee/the security interest could be considered to be null and void. There is no relevant Luxembourg case law on the application of this text to intra-group fi nancing transactions. With respect to guarantee, regard may however be given to the situation in France as the Luxembourg legal provision on abuse of corporate assets is identical to the French text and Luxembourg courts tend to take into consideration French case law in respect of legal provisions which are similar in both jurisdictions. French case law has developed certain criteria under which a company may, in the absence of a direct own benefi t, grant a guarantee for the obligations of another group company without violating French law provisions equivalent to article of the Luxembourg Companies Act. In respect of guarantees, the following criteria, which have been used by the French Supreme Court (Cour de Cassation), may be used as a general guideline: the transaction in the context of which the guarantee is granted is entered into with a view to furthering economic, social or fi nancial interests within the framework of a common policy defi ned for the group as a whole; the fi nancial commitments (a) are entered into for consideration (not necessarily monetary) and (b) do not disturb the balance between the respective commitments of the group companies; and the fi nancial commitments do not exceed the fi nancial capabilities of the company which bears the burden of such commitments. Although no statutory defi nition of corporate benefi t exists under Luxembourg law, corporate benefi t is broadly interpreted and includes any transactions from which the Luxembourg company derives a direct or indirect economic or commercial benefi t. The question whether there is suffi cient corporate benefi t for a company to grant a guarantee is fact-based and is to be assessed by the managers/directors of the relevant company. The provision of a guarantee for the obligations of direct or indirect subsidiaries is likely to raise no particular concerns, whereas the provision of guarantees in favour of companies who have the same direct or indirect shareholders as the Luxembourg company (cross-stream assistance) and companies who are the direct or indirect shareholder of the Luxembourg company (upstream assistance) are less likely to directly benefi t the guarantor. As a result, the Guarantee given by the Luxembourg Guarantor is subject to certain limitations, as provided for in the Trust Deed, which, subject to certain exceptions, limits the aggregate obligations and exposure of the Luxembourg Guarantor under the Notes. A change in the law which governs the Notes may adversely affect Noteholders. The Terms and Conditions of the Notes will be governed by English law. No assurance can be given as to the impact of any possible judicial decision or change to English law, or administrative practice after the date of the date of issue of the relevant Tranche of Notes. Performance of contractual obligations. The ability of the Issuer and/or the Subsidiary Guarantors to make payments in respect of the Notes may depend upon the due performance by the other parties to the transaction documents of the obligations thereunder including the performance by the Issuing and Paying Agent, the CDP Paying Agent, any other Paying Agent, each Transfer Agent, the relevant Registrar and/or the relevant Calculation Agent(s) of their respective obligations. Whilst the non-performance of any relevant parties will not relieve the Issuer and/ or the Subsidiary Guarantors of their respective obligations to make payments in respect of the Notes, the Issuer and/or the Subsidiary Guarantors may not, in such circumstances, be able to fulfi l their respective obligations to the Noteholders and the Couponholders. 51

66 The Notes may be represented by Global Notes or Global Certificates and holders of a beneficial interest in a Global Note or Global Certificate must rely on the procedures of the relevant Clearing System(s). Notes issued under the Programme may be represented by one or more Global Notes or Global Certificates. Such Global Notes will be deposited with a common depositary for Euroclear and Clearstream, Luxembourg or CDP (each of Euroclear, Clearstream, Luxembourg and CDP, a Clearing System ). Except in the circumstances described in the relevant Global Note or Global Certifi cate, investors will not be entitled to receive defi nitive Notes or Certifi cates. The relevant Clearing System(s) will maintain records of the benefi cial interests in the Global Notes or Global Certifi cates. While the Notes are represented by one or more Global Notes or Global Certifi cates, investors will be able to trade their benefi cial interests only through the Clearing Systems. While the Notes are represented by one or more Global Notes or Global Certifi cates, the Issuer or, as the case may be, the Subsidiary Guarantors will discharge its or their payment obligations under the Notes by making payments to or to the order of the relevant Clearing System for distribution to their account holders. A holder of a benefi cial interest in a Global Note or Global Certifi cate must rely on the procedures of the relevant Clearing System(s) to receive payments under the relevant Notes. Neither the Issuer nor any of the Subsidiary Guarantors has any responsibility or liability for the records relating to, or payments made in respect of, benefi cial interests in the Global Notes or Global Certifi cates (as the case may be). Holders of benefi cial interests in the Global Notes or Global Certifi cates will not have a direct right to vote in respect of the relevant Notes. Instead, such holders will be permitted to act only to the extent that they are enabled by the relevant Clearing System(s) to appoint appropriate proxies. Similarly, holders of benefi cial interests in the Global Notes or Global Certifi cates will not have a direct right under the respective Global Notes or Global Certifi cates to take enforcement action against the Issuer or the Subsidiary Guarantors in the event of a default under the relevant Notes but will have to rely upon their rights under the Trust Deed. Noteholders should be aware that definitive Notes and Certificates which have a denomination that is not an integral multiple of the minimum Denomination Amount may be illiquid and difficult to trade. In relation to any issue of Notes which have a denomination consisting of a minimum Denomination Amount (as defi ned in the relevant Pricing Supplement) plus a higher integral multiple of another smaller amount, it is possible that the Notes may be traded in amounts in excess of the minimum Denomination Amount that are not integral multiples of such minimum Denomination Amount. In such a case a Noteholder who, as a result of trading such amounts, holds a principal amount of less than the minimum Denomination Amount will not receive a defi nitive Note or Certifi cate in respect of such holding (should defi nitive Notes or Certifi cates be printed) and would need to purchase a principal amount of Notes such that it holds an amount equal to one or more Denomination Amounts. If defi nitive Notes or Certifi cates are issued, holders should be aware that defi nitive Notes or Certifi cates which have a denomination that is not an integral multiple of the minimum Denomination Amount may be illiquid and diffi cult to trade. Defi nitive Notes will in no circumstances be issued to any person holding Notes in an amount lower than the minimum denomination and such Notes will be cancelled and holders will have no rights against the Issuer (including rights to receive principal or interest or to vote or attend meetings of Noteholders) in respect of such Notes. The Issuer may be unable to pay interest or redeem the Notes. On certain dates, including the occurrence of any early redemption event specifi ed in the relevant Pricing Supplement or otherwise and at maturity of the Notes, the Issuer or (failing which) the Subsidiary Guarantors may, and at maturity, will, be required to pay interest on, or redeem, all of the Notes. If such an event were to occur, the Issuer or (failing which) the Subsidiary Guarantors may not have suffi cient cash on hand (whether due to a serious decline in net operating cash fl ows or otherwise) and may not be able to arrange fi nancing to make such payment or redeem the Notes in time, or on acceptable terms, or at all. The ability to make interest payments or redeem the Notes in such event may also be limited by the terms of other debt instruments. Failure to pay interest on the Notes or to repay, repurchase or redeem tendered Notes by the Issuer or (failing which) the Subsidiary Guarantors would constitute an event of default under the relevant Notes, which may also constitute a default under the terms of other indebtedness of the Group. 52

67 The Trustee may request that the Noteholders provide an indemnity and/or security and/or prefunding to its satisfaction. In certain circumstances (including without limitation the giving of notice to the Issuer and the Subsidiary Guarantors pursuant to Condition 10 and the taking of actions and/or enforcement steps or proceedings pursuant to Condition 11), the Trustee may (at its sole discretion) request the Noteholders to provide an indemnity and/or security and/or prefunding to its satisfaction before it takes actions on behalf of Noteholders. The Trustee shall not be obliged to take any such actions if not fi rst indemnifi ed and/or secured and/or prefunded to its satisfaction. Negotiating and agreeing to any indemnity and/ or security and/or prefunding can be a lengthy process and may impact on when such actions can be taken. The Trustee may not be able to take actions notwithstanding the provision of an indemnity or security or prefunding to it in breach of the terms of the Trust Deed constituting the Notes and in such circumstances, or where there is uncertainty or dispute as to the applicable laws or regulations, to the extent permitted by the agreements and the applicable law, it will be for the Noteholders to take such actions directly. A change in Singapore tax laws may adversely affect the Noteholders. The Notes to be issued from time to time under the Programme during the period from the date of this Offering Circular to 31 December 2023 are, pursuant to the Income Tax Act, Chapter 134 of Singapore (the ITA ) and the MAS Circular FDD Cir 11/2018 entitled Extension of Tax Concessions for Promoting the Debt Market issued by the MAS on 31 May 2018, intended to be qualifying debt securities for the purposes of the ITA, subject to the fulfi lment of 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 in connection therewith should the relevant tax laws be amended or revoked at any time. Risks relating to the structure of a particular issue of Notes. A wide range of Notes may be issued under the Programme. A number of these Notes may have features which contain particular risks for potential investors. Set out below is a description of certain such features: Notes subject to optional redemption by the Issuer may have a lower market value than Notes that cannot be redeemed. Unless in the case of any particular Tranche of Notes the relevant Pricing Supplement specifi es otherwise, in the event that the Issuer or the Subsidiary Guarantors would be obliged to increase the amounts payable in respect of any Notes due to any withholding or deduction for or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the jurisdiction of incorporation of the Issuer or the Subsidiary Guarantors or any political subdivision thereof or any authority therein or thereof having power to tax, the Issuer may redeem all outstanding Notes in accordance with the Terms and Conditions of the Notes. An optional redemption feature is likely to limit the market value of Notes. During any period when the Issuer may elect to redeem Notes, the market value of those Notes generally will not rise substantially above the price at which they can be redeemed. This also may be true prior to any redemption period. The Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest rate on the Notes. At those times, an investor generally would not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Notes being redeemed and may only be able to do so at a signifi cantly lower rate. Potential investors should consider reinvestment risk in light of other investments available at that time. Risks related to Notes which are linked to benchmarks. The Programme allows for the issuance of Notes that reference certain interest rates or other types of rates or indices which are deemed to be benchmarks, including LIBOR and the Euro Interbank Offered Rate ( EURIBOR ), in particular with respect to certain fl oating rate Notes where the Reference Rate (as defi ned in the Terms and Conditions of the Notes) may be LIBOR, EURIBOR or another such benchmark. The relevant Pricing Supplement for Notes will specify whether LIBOR, EURIBOR or another such benchmark is applicable. 53

68 Benchmarks are the subject of ongoing national and international regulatory reform. Following the implementation of any such potential reforms, the manner of administration of benchmarks may change, with the result that they may perform differently than in the past, or benchmarks could be eliminated entirely, or there could be other consequences which cannot be predicted. For example, the UK Financial Conduct Authority announced that it will no longer persuade or compel banks to submit rates for the calculation of the LIBOR benchmark after 2021 (the FCA Announcement ). The FCA Announcement indicates that the continuation of LIBOR on the current basis cannot and will not be guaranteed after The potential elimination of the LIBOR benchmark or any other benchmark, or changes in the manner of administration of any benchmark, could require an adjustment to the terms and conditions, or result in other consequences, in respect of any Notes linked to such benchmark (including but not limited to Floating Rate Notes whose interest rates are linked to LIBOR). Any such consequence could have a material adverse effect on the value of and return on any such Notes. The market prices of Notes issued at a substantial discount or premium tend to fluctuate more in relation to general changes in interest rates than do prices for conventional interest-bearing securities. The market values of Notes issued at a substantial discount or premium to their nominal amount tend to fl uctuate more in relation to general changes in interest rates than do prices for conventional interestbearing securities. Generally, the longer the remaining term of the Notes, the greater the price volatility as compared to conventional interest-bearing securities with comparable maturities. Credit ratings assigned to the Issuer or any Notes may not reflect all the risks associated with an investment in those Instruments. One or more independent credit rating agencies may assign credit ratings to the Issuer or the Notes. The ratings may not refl ect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may affect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised, suspended or withdrawn by the rating agency at any time. RISKS RELATED TO RENMINBI-DENOMINATED NOTES Notes denominated in RMB ( RMB Notes ) may be issued under the Programme. RMB Notes contain particular risks for potential investors. Renminbi is not freely convertible; there are significant restrictions on remittance of renminbi into and outside the PRC. Renminbi is not freely convertible at present. The PRC government continues to regulate conversion between Renminbi and foreign currencies despite the signifi cant reduction over the years by the PRC government of control over routine foreign exchange transactions under current accounts. Remittance of RMB by foreign investors into the PRC for the purposes of capital account items, such as capital contributions, is generally only permitted upon obtaining specifi c approvals from, or completing specifi c registrations or fi lings with, the relevant authorities on a case-by-case basis and is subject to a strict monitoring system. Regulations in the PRC on the remittance of RMB into the PRC for settlement of capital account items are developing gradually. On 12 October 2011, the Ministry of Commerce of the PRC (the MOC ) promulgated the Circular on Issues in relation to Cross-border Renminbi Foreign Direct Investment (the MOC RMB FDI Circular ). Pursuant to the MOC RMB FDI Circular, prior written consent from the appropriate offi ce of MOC and/ or its local counterparts (depending on the size and the relevant industry of the investment) is required for Renminbi foreign direct investments ( RMB FDI ). The MOC RMB FDI Circular also requires that the proceeds of RMB FDI may not be used towards investment in securities, fi nancial derivatives or entrustment loans in the PRC, except for investments in PRC domestic listed companies through private placements or share transfers by agreement. On 13 October 2011, Measures on Administration of Renminbi Settlement in relation to Foreign Direct Investment (the PBOC RMB FDI Measures ) issued by the People s Bank of China ( PBOC ) set out operating procedures for PRC banks to handle Renminbi settlement relating to RMB FDI and borrowing by foreign invested enterprises of offshore Renminbi loans. On 14 June 2012, the PBOC further promulgated the Circular on Clarifying the Operating Rules for RMB 54

69 Settlement in Relation to Foreign Direct Investment. Prior to the PBOC RMB FDI Measures, cross-border Renminbi settlement for RMB FDI required approvals from the PBOC on a case-by-case basis. These new rules replaced the PBOC approval requirement with a less onerous post-event registration and fi ling requirement. Under the new rules, foreign invested enterprises (whether established or acquired by foreign investors) need to: (i) (ii) register their corporate information after the completion of a RMB FDI transaction; and make post-event registration or fi ling with the PBOC of any changes in registration information or in the event of increase or decrease of registered capital, equity transfer or replacement, merger, division or other material changes. On 3 December 2013, the MOC promulgated the Announcement on Issues Concerning Cross-border RMB Direct Investment (the New MOC Announcement ), which became effective from 1 January The New MOC Announcement further eased rules on cross-border RMB foreign direct investments by further simplifying and streamlining the applicable regulatory framework. Pursuant to the New MOC Announcement, a direct investment using offshore Renminbi will be approved by MOC and/or its local counterparts in accordance with the existing PRC laws and regulations regarding foreign investment, and MOC and its local counterparts will specify in its approvals that the direct investment is in Renminbi and the amount of capital contribution required for each FDI. Moreover, if a foreign investor intends to change the investment currency from a certain foreign currency to Renminbi, no additional approval is required. In any event, a cross-border RMB direct investment is subject to the relevant laws, regulations and requirements on foreign investment and shall comply with the national industry policies in terms of foreign investment and the relevant rules on security review of merger and acquisitions and anti-monopoly review. In addition, the proceeds of RMB FDI may not be used towards investment in securities, fi nancial derivatives (except for strategic investment in PRC listed companies) or entrusted loans. As the above measures and circulars are still relatively new, how they will be applied in practice still remain subject to the interpretation and application by the relevant PRC authorities. Although starting from 1 October 2016, the Renminbi was added to the Special Drawing Rights basket created by the International Monetary Fund, there is no assurance that the PRC government will continue to liberalise its control over cross-border Renminbi remittances in the future, that any pilot schemes for Renminbi cross-border utilisation will not be discontinued or that new PRC regulations will not be promulgated in the future which have the effect of restricting or eliminating the remittance of Renminbi into or outside the PRC. In the event that funds cannot be repatriated out of the PRC in Renminbi, this may affect the overall availability of Renminbi outside the PRC and the ability of the Issuer to source Renminbi to fi nance its obligations under the Notes denominated in Renminbi. Each investor should consult its own advisors to obtain a more detailed explanation of how the PRC regulations and rules may affect their investment decisions. There is only limited availability of Renminbi outside the PRC, which may affect the liquidity of RMB Notes and the Issuer s ability to source Renminbi outside the PRC to service such RMB Notes. As a result of the restrictions by the PRC Government on cross-border Renminbi fund fl ows, the availability of Renminbi outside of the PRC is limited. Since February 2004, in accordance with arrangements between the PRC Central Government and the Hong Kong government, licensed banks in Hong Kong may offer limited Renminbi-denominated banking services to Hong Kong residents and designated business customers. The PBOC has also established a Renminbi clearing and settlement system for participating banks in Hong Kong. On 19 July 2010, further amendments were made to the Settlement Agreement on the Clearing of RMB Business (the Settlement Agreement ) between the PBOC and Bank of China (Hong Kong) Limited (the RMB Clearing Bank ) to further expand the scope of RMB business for participating banks in Hong Kong. Pursuant to the revised arrangements, all corporations are allowed to open RMB accounts in Hong Kong; there is no longer any limit on the ability of corporations to convert RMB and there is no longer any restriction on the transfer of RMB funds between different accounts in Hong Kong. In addition, the PBOC has now established Renminbi clearing and settlement systems in other major global fi nancial centres (each also a RMB Clearing Bank ), including London, Frankfurt and Singapore to further internationalise the Renminbi. 55

70 However, the current size of Renminbi-denominated fi nancial assets outside the PRC is limited. Each RMB Clearing Bank only has access to its own onshore liquidity support from PBOC to square open positions of its relevant participating banks for limited types of transactions, including open positions resulting from conversion services for corporations relating to cross-border trade settlement. Each RMB Clearing Bank is not obliged to square for its relevant participating banks any open positions resulting from other foreign exchange transactions or conversion services and the participating banks will need to source Renminbi from the offshore market to square such open positions. Moreover, the offshore Renminbi clearing and settlement system operated by one RMB Clearing Bank is currently not linked to the offshore Renminbi clearing and settlement system operated by other RMB Clearing Banks resulting in the segmentation of the offshore Renminbi market. Although it is expected that the offshore Renminbi market will continue to grow in depth and size, its growth is subject to many constraints as a result of PRC laws and regulations on foreign exchange. There is no assurance that new PRC regulations will not be promulgated or the Settlement Agreement with each RMB Clearing Bank will not be terminated or amended in the future, which will have the effect of restricting or availability of Renminbi offshore. The limited availability of Renminbi outside the PRC may affect the liquidity of its RMB Notes. To the extent the Issuer is required to source Renminbi in the offshore market to service its RMB Notes, there is no assurance that the Issuer will be able to source such Renminbi on satisfactory terms, if at all. Investment in RMB Notes is subject to exchange rate risks. The value of Renminbi against the U.S. dollar and other foreign currencies fl uctuates from time to time and is affected by changes in the PRC and international political and economic conditions and by many other factors. Recently, the PBOC implemented changes to the way it calculates the Renminbi s daily mid-point against the U.S. dollar to take into account market-maker quotes before announcing such daily mid-point. This change, and others that may be implemented, may increase the volatility in the value of the Renminbi against foreign currencies. All payments of interest and principal will be made with respect to RMB Notes in Renminbi. As a result, the value of these Renminbi payments may vary in the prevailing exchange rates in the marketplace. If the value of Renminbi depreciates against another foreign currency, the value of the investment made by a holder of the RMB Notes in that foreign currency will decline. If an investor measures its investment returns by reference to a currency other than Renminbi, an investment in the RMB Notes entails foreign exchange related risks, including possible signifi cant changes in the value of Renminbi relative to the currency by reference to which the investor measures its investment returns. Depreciation of the Renminbi against such currency could cause a decrease in the effective yield of the RMB Notes below their stated coupon rates and could result in a loss when the return on the RMB Notes is translated into such currency. In addition, there may be tax consequences for the investor, as a result of any foreign currency gains resulting from any investment in RMB Notes. Payments in respect of RMB Notes will only be made to investors in the manner specified in such RMB Notes. All payments to investors in respect of RMB Notes will be made solely: (i) (ii) (iii) when RMB Notes are represented by global certifi cates, transfer to a Renminbi bank account maintained in Hong Kong in accordance with the prevailing rules and procedures of the relevant clearing systems (other than CDP); when RMB Notes are represented by global certifi cates, transfer to a Renminbi bank account maintained in Singapore in accordance with prevailing CDP rules; or when RMB Notes are in defi nitive form, transfer to a Renminbi bank account maintained in Hong Kong or Singapore, as the case may be, in accordance with prevailing rules and regulations. The Issuer cannot be required to make payment by any other means (including in any other currency or in bank notes, by cheque or draft or by transfer to a bank account in the PRC). 56

71 RISKS RELATING TO THE MARKET GENERALLY Notes issued under the Programme have no current active trading market and may trade at a discount to their initial offering price and/or with limited liquidity. Notes issued under the Programme will be new securities which may not be widely distributed and for which there is currently no active trading market (unless in the case of any particular Tranche, such Tranche is to be consolidated with and form a single series with a Tranche of Notes which is already issued). If the Notes are traded after their initial issuance, they may trade at a discount to their initial offering price, depending upon prevailing interest rates, the market for similar securities, general economic conditions and the fi nancial condition of the Issuer and/or the Subsidiary Guarantors. If the Notes are trading at a discount, investors may not be able to receive a favourable price for their Notes, and in some circumstances investors may not be able to sell their Notes at all or at their fair market value. Although approval in principal has been granted for the Notes issued under the Programme to be admitted to listing on the SGX-ST, there is no assurance that any particular Tranche of Notes will be so admitted or that an active trading market will develop. In addition, the market for investment grade and crossover grade debt has been subject to disruptions that have caused volatility in prices of securities similar to the Notes issued under the Programme. Accordingly, there is no assurance as to the development or liquidity of any trading market, or that disruptions will not occur, for any particular Tranche of Notes. The Notes may be de-listed, which may materially affect an investor s ability to resell. Any Notes that are listed on the SGX-ST or any other listing authority, stock exchange or quotation system may be de-listed. If any Notes are de-listed, the Issuer shall use all reasonable endeavours to obtain and maintain a listing of such Notes on such other major stock exchange as they may decide. Although no assurance is made as to the liquidity of the Notes as a result of listing on any listing authority, stock exchange or quotation system, delisting the Notes may have a material adverse effect on a Noteholder s ability to resell the Notes in the secondary market. Exchange rate risks and exchange controls may result in investors receiving less interest or principal than expected. The Issuer will pay principal and interest on the Notes in the currency specifi ed in the relevant Pricing Supplement (the Specified Currency ). This presents certain risks relating to currency conversions if an investor s fi nancial activities are denominated principally in a currency or currency unit (the Investor s Currency ) other than the Specifi ed Currency. These include the risk that exchange rates may signifi cantly change (including changes due to devaluation of the Specifi ed Currency or revaluation of the Investor s Currency) and the risk that authorities with jurisdiction over the Investor s Currency may impose or modify exchange controls. An appreciation in the value of the Investor s Currency relative to the Specifi ed Currency would decrease (1) the Investor s Currency equivalent yield on the Notes, (2) the Investor s Currency equivalent value of the principal payable on the Notes and (3) the Investor s Currency equivalent market value of the Notes. Governmental and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal. The market value of the Notes may fluctuate. The price and trading volume of the Notes may be highly volatile. Trading prices and volume of the Notes are infl uenced by numerous factors, including the operating results, business and/or fi nancial condition of the Group, political, economic, fi nancial and any other factors that can affect the capital markets, the industry and/or the Group generally. Adverse economic developments, acts of war and health hazards in countries in which the Group operates in could have a material adverse effect on the Group s operations, operating results, business, fi nancial position and performance which in turn result in large and sudden changes in the volume and price at which the Notes will trade. There can be no assurance that these developments will not occur in the future. 57

72 Developments in other markets may adversely affect the market price of the Notes. The market price of the Notes may be adversely affected by declines in the international fi nancial markets and world economic conditions. The market for the Notes is, to varying degrees, infl uenced by economic and market conditions in other markets, especially those in Asia. Although economic conditions are different in each country, investors reaction to developments in one country could affect the securities markets and the securities of issuers in other countries, including Singapore. Since the global fi nancial crisis of 2008 and 2009, the international fi nancial markets have experienced signifi cant volatility. If similar developments occur in the international fi nancial markets in the future, the market price of the Notes could be adversely affected. Changes in market interest rates may adversely affect the value of Fixed Rate Notes. Investment in Fixed Rate Notes involves the risk that subsequent changes in market interest rates may adversely affect the value of Fixed Rate Notes. The credit ratings assigned to the Notes may not reflect all risks. One or more independent credit rating agencies may assign credit ratings to an issue of Notes. The ratings may not refl ect the potential impact of all risks related to structure, market, additional factors discussed above and other factors that may affect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time. Interest rate risk. Noteholders may suffer unforeseen losses due to fl uctuations in interest rates. Generally, a rise in interest rates may cause a fall in the price of the Notes, resulting in a capital loss for the Noteholders. However, the Noteholders may reinvest the interest payments, as applicable, at higher prevailing interest rates. Conversely, when interest rates fall, the price of the Notes may rise. The Noteholders may enjoy a capital gain but interest payments received may be reinvested at lower prevailing interest rates. Inflation risk. Noteholders may suffer erosion on the return of their investments due to infl ation. Noteholders would have an anticipated rate of return based on expected infl ation rates on the purchase of the Notes. An unexpected increase in infl ation could reduce the actual returns. 58

73 TERMS AND CONDITIONS OF THE NOTES The following is the text of the terms and conditions which, save for the words in italics and subject to completion and amendment and as supplemented or varied in accordance with the provisions of the relevant Pricing Supplement, will be endorsed on the Notes in defi nitive form issued in exchange for the Global Note(s) or the Global Certifi cate(s) representing each Series. Either (i) the full text of these terms and conditions together with the relevant provisions of the Pricing Supplement or (ii) these terms and conditions as so completed, amended, supplemented or varied (and subject to simplifi cation by the deletion of non-applicable provisions), shall be endorsed on such Notes. Those defi nitions will be endorsed on such Bearer Notes or on the Certifi cates relating to such Registered Notes. References in these terms and conditions to Notes are to the Notes of one Series only, not to all Notes that may be issued under the Programme, details of the relevant Series being shown on the face of the relevant Notes and in the relevant Pricing Supplement. The Notes are issued by Interplex Holdings Pte. Ltd. (the Issuer ) pursuant to the Trust Deed (as defi ned below). Issues of Notes will be guaranteed by the Subsidiary Guarantors (as defi ned herein). The Notes are constituted by a trust deed dated 17 October 2018 (as amended or supplemented prior to or as at the date of issue of the Notes (the Issue Date ), the Trust Deed ) made between (1) the Issuer, (2) the Subsidiary Guarantors and (3) DB International Trust (Singapore) Limited (the Trustee, which expression shall wherever the context so admits include such company and all other persons for the time being the trustee or trustees of the Trust Deed), as trustee for the Noteholders (as defi ned below). These terms and conditions (the Conditions ) include summaries of, and are subject to, the detailed provisions of the Trust Deed, which includes the form of the Bearer Notes, Certifi cates, Coupons and Talons referred to below. The Issuer and the Subsidiary Guarantors have entered into an agency agreement dated 17 October 2018 made between (1) the Issuer, (2) the Subsidiary Guarantors, (3) Deutsche Bank AG, Singapore Branch, as issuing and paying agent (the Issuing and Paying Agent ) and CDP paying agent in respect of Notes cleared through CDP (the CDP Paying Agent ), (4) Deutsche Bank AG, Hong Kong Branch, as paying agent (and, together with the Issuing and Paying Agent. the CDP Paying Agent and any other paying agents that may be appointed, the Paying Agents ), (5) Deutsche Bank AG, Hong Kong Branch, as transfer agent in respect of Notes cleared through Euroclear (as defi ned below) or Clearstream, Luxembourg (as defi ned below) and Deutsche Bank AG, Singapore Branch, as transfer agent in respect of Notes cleared through CDP (as defi ned below) (each a Transfer Agent and, together with any other transfer agents that may be appointed, the Transfer Agents ), (6) Deutsche Bank AG, Hong Kong Branch, as registrar in respect of Notes cleared through Euroclear or Clearstream, Luxembourg and Deutsche Bank AG, Singapore Branch, as registrar in respect of Notes cleared through CDP (each in such capacity, the Registrar ), (7) Deutsche Bank AG, Hong Kong Branch, as calculation agent in respect of Notes cleared through Euroclear or Clearstream, Luxembourg and Deutsche Bank AG, Singapore Branch, as calculation agent in respect of Notes cleared through CDP (each in such capacity, the Calculation Agent ) and (9) the Trustee, as trustee in relation to the Notes (as amended or supplemented prior to or as at the Issue Date, the Agency Agreement ). The Noteholders and the holders (the Couponholders ) of the coupons (the Coupons ) appertaining to the interest-bearing Notes in bearer form and, where applicable in the case of such Notes, talons for further Coupons (the Talons ) are bound by and are deemed to have notice of all of the provisions of these Conditions, all the provisions of the Trust Deed and the applicable Pricing Supplement, and are deemed to have notice of those provisions applicable to them of the Agency Agreement. Copies of the Trust Deed and the Agency Agreement are available for inspection at all reasonable times during normal business hours at the principal offi ce of the Trustee for the time being and at the specifi ed offi ce of the Issuing and Paying Agent for the time being following written request and proof of holding satisfactory to the Trustee or, as the case may be, the Issuing and Paying Agent. 1. Form, Denomination and Title (a) Form and Denomination (i) The Notes of the Series of which this Note forms part (in these Conditions, the Notes ) are issued in bearer form ( Bearer Notes ) or in registered form ( Registered Notes ), in each case in the Denomination Amount shown thereon or on the Certifi cates. 59

74 (b) (ii) (iii) (iv) Title (i) (ii) (iii) This Note is a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, a combination of any of the foregoing or any other type of Note (depending upon the Interest Basis shown on its face). Bearer Notes are serially numbered and issued with Coupons (and, where appropriate, a Talon) attached, save in the case of Zero Coupon Notes in which case references to interest (other than in relation to default interest referred to in Condition 7(h)), Coupons and Talons in these Conditions are not applicable. Registered Notes are represented by registered certifi cates ( Certificates ) and, save as provided in Condition 2(c), each Certifi cate shall represent the entire holding of Registered Notes by the same holder. Title to the Bearer Notes and the Coupons and Talons appertaining thereto shall pass by delivery. Title to the Registered Notes shall pass by registration in the register that the Issuer shall procure to be kept by the Registrar in accordance with the provisions of the Agency Agreement (the Register ). Except as ordered by a court of competent jurisdiction or as required by law, the holder of any Note, Coupon or Talon shall be deemed to be and shall be treated as the absolute owner of such Note, Coupon or Talon, as the case may be, for the purpose of receiving payment thereof or on account thereof and for all other purposes, whether or not such Note, Coupon or Talon shall be overdue and notwithstanding any notice of ownership, theft, loss or forgery thereof or any writing thereon made by anyone, and no person shall be liable for so treating the holder. For so long as any of the Notes is represented by a Global Note (as defi ned below) or, as the case may be, a Global Certifi cate (as defi ned below) and such Global Note or Global Certifi cate is held by a common depositary for Euroclear Bank SA/ NV ( Euroclear ) and/or Clearstream Banking S.A. ( Clearstream, Luxembourg ) and/or The Central Depository (Pte) Limited ( CDP ), each person who is for the time being shown in the records of Euroclear, Clearstream, Luxembourg and/or CDP as the holder of a particular principal amount of such Notes (in which regard any certifi cate or other document issued by Euroclear, Clearstream, Luxembourg and/or CDP as to the principal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer, the Subsidiary Guarantors, the Issuing and Paying Agent, the CDP Paying Agent, the other Paying Agents, the Calculation Agents, the Registrars, the Transfer Agents and all other agents of the Issuer and the Trustee as the holder of such principal amount of Notes other than with respect to the payment of principal, premium, interest, distribution, redemption, purchase and/or any other amounts in respect of the Notes, for which purpose the bearer of the Global Note or, as the case may be, the person whose name is shown on the Register shall be treated by the Issuer, the Subsidiary Guarantors, the Issuing and Paying Agent, the CDP Paying Agent, the other Paying Agents, the Calculation Agents, the Registrars, the Transfer Agents, all other agents of the Issuer and the Trustee as the holder of such Notes in accordance with and subject to the terms of the Global Note or, as the case may be, the Global Certifi cate (and the expressions Noteholder and holder of Notes and related expressions shall be construed accordingly). Notes which are represented by the Global Note or, as the case may be, the Global Certifi cate will be transferable only in accordance with the rules and procedures for the time being of Euroclear, Clearstream, Luxembourg and/or CDP. For so long as any of the Notes is represented by a Global Note or a Global Certifi cate and such Global Note or, as the case may be, Global Certifi cate is held by CDP, the record date for purposes of determining entitlements to any payment of principal, interest and any other amounts in respect of the Note shall, unless otherwise specifi ed by the Issuer, be the date falling fi ve (5) business days prior to the relevant payment date (or such other date as may be prescribed by CDP). 60

75 (iv) (v) In these Conditions, Global Note means the relevant Temporary Global Note representing each Series or the relevant Permanent Global Note representing each Series, Global Certificate means the relevant Global Certificate representing each Series that is registered in the name of, or in the name of a nominee of, (1) a common depositary for Euroclear and/or Clearstream, Luxembourg, (2) CDP and/or (3) any other clearing system, Noteholders means the bearer of any Bearer Note or the person in whose name a Registered Note is registered (as the case may be) and holder (in relation to a Note, Coupon or Talon) means the bearer of any Bearer Note, Coupon or Talon or the person in whose name a Registered Note is registered (as the case may be), Series means a Tranche, together with any further Tranche or Tranches, which are (A) expressed to be consolidated and forming a single series and (B) identical in all respects (including as to listing) except for their respective issue dates, issue prices and/or dates of the fi rst payment of interest and Tranche means Notes which are identical in all respects (including as to listing). Words and expressions defi ned in the Trust Deed or used in the applicable Pricing Supplement (as defi ned in the Trust Deed) shall have the same meanings where used in these Conditions unless the context otherwise requires or unless otherwise stated and provided that, in the event of inconsistency between the Trust Deed and the applicable Pricing Supplement, the applicable Pricing Supplement will prevail. 2. No Exchange of Notes and Transfers of Registered Notes (a) No Exchange of Notes: Registered Notes may not be exchanged for Bearer Notes. Bearer Notes of one Denomination Amount may not be exchanged for Bearer Notes of another Denomination Amount. Bearer Notes may not be exchanged for Registered Notes. (b) (c) (d) Transfer of Registered Notes: Subject to Conditions 2(e) and 2(f) below, one or more Registered Notes may be transferred upon the surrender (at the specifi ed offi ce of the Registrar or any Transfer Agent) of the Certifi cate representing such Registered Notes to be transferred, together with the form of transfer endorsed on such Certifi cate (or another form of transfer substantially in the same form and containing the same representations and certifi cations (if any), unless otherwise agreed by the Issuer), duly completed and executed and any other evidence as the Registrar or such Transfer Agent may require to prove the title of the transferor and the authority of the individuals that have executed the form of transfer. In the case of a transfer of part only of a holding of Registered Notes represented by one Certifi cate, a new Certifi cate shall be issued to the transferee in respect of the part transferred and a further new Certifi cate in respect of the balance of the holding not transferred shall be issued to the transferor. All transfers of Notes and entries on the Register will be made subject to the detailed regulations concerning transfers of Notes scheduled to the Agency Agreement. The regulations may be changed by the Issuer, with the prior written approval of the Registrar and the Trustee, and by the Registrar with the prior written approval of the Trustee. A copy of the current regulations will be made available by the Registrar to any Noteholder upon request. Exercise of Options or Partial Redemption in Respect of Registered Notes: In the case of an exercise of the Issuer s or Noteholders option in respect of, or a partial redemption of, a holding of Registered Notes, represented by a single Certifi cate, a new Certifi cate shall be issued to the holder to refl ect the exercise of such option or in respect of the balance of the holding not redeemed. In the case of a partial exercise of an option resulting in Registered Notes of the same holding having different terms, separate Certifi cates shall be issued in respect of those Notes of that holding that have the same terms. New Certifi cates shall only be issued against surrender of the existing Certifi cates to the Registrar or any Transfer Agent. In the case of a transfer of Registered Notes to a person who is already a holder of Registered Notes, a new Certifi cate representing the enlarged holding shall only be issued against surrender of the Certifi cate representing the existing holding. Delivery of New Certificates: Each new Certifi cate to be issued pursuant to Conditions 2(b) or 2(c) shall be available for delivery within fi ve business days of receipt of the form of transfer or Exercise Notice (as defi ned in Condition 6(c)) and surrender of the Certifi cate for exchange. Delivery of the new Certifi cate(s) shall be made at the specifi ed offi ce of the 61

76 Registrar or such other Transfer Agent (as the case may be) to whom delivery or surrender of such form of transfer, Exercise Notice or Certifi cate shall have been made or, at the option of the holder making such delivery or surrender as aforesaid and as specifi ed in the relevant form of transfer, Exercise Notice or otherwise in writing, be mailed by uninsured post at the risk of the holder entitled to the new Certifi cate to such address as may be so specifi ed, unless such holder requests otherwise and pays in advance to the Registrar or the relevant Transfer Agent the costs of such other method of delivery and/or such insurance as it may specify. In this Condition 2(d), business day means a day (other than a Saturday or Sunday) on which banks are open for business in the place of the specifi ed offi ce of the Registrar or the other relevant Transfer Agent (as the case may be). (e) (f) Transfers Free of Charge: Transfers of Notes and Certifi cates on registration, transfer, exercise of an option or partial redemption shall be effected without charge by or on behalf of the Issuer, the Registrar or the Transfer Agents, but upon payment of any tax, duties or other governmental charges that may be imposed in relation to it (or the giving of such indemnity and/or security and/or prefunding as the Registrar or the relevant Transfer Agent may require) in respect of such tax, duties or charges. Closed Periods: No Noteholder may require the transfer of a Registered Note to be registered (i) during the period of 15 days prior to any date on which Notes may be called for redemption by the Issuer at its option pursuant to Condition 6(b), (ii) after any such Note has been called for redemption or (iii) during the period of seven days ending on (and including) any Record Date (as defi ned in Condition 7(b)(ii)). 3. Status and Subsidiary Guarantees (a) (b) Status The Notes and Coupons of all Series constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer and shall at all times rank pari passu, without any preference or priority among themselves, and pari passu with all other present and future unsubordinated obligations and pari passu with all other present and future unsecured obligations (other than subordinated obligations and priorities created by law) of the Issuer. Subsidiary Guarantees Each of the Subsidiary Guarantors has unconditionally and irrevocably guaranteed, on a joint and several basis, the due payment of all sums expressed to be payable by the Issuer under the Trust Deed and the Notes. Each Subsidiary Guarantor s obligations in that respect are contained in the Trust Deed. (1) Initial Subsidiary Guarantors As at the Original Issue Date, the initial Subsidiary Guarantors are Interplex Technology Pte. Ltd., Interplex Precision Technology (Singapore) Pte. Ltd., Amtek Investments Pte. Ltd., PT Amtek Engineering Batam, PT Amtek Precision Components Batam, PT Amtek Plastic Batam, Interplex Plastic Industries Pte. Ltd., Interplex Plastic Industries (H.K.) Limited, Amtek Luxembourg S.a.r.l., Amtek USA, Inc., Interplex China, Inc., Interplex Asia, Ltd., Interplex PMP L imited, NAS Holding Corp., Interplex Nascal, Inc., Interplex Daystar, Inc., Interplex Sun Belt, Inc., Interplex Engineered Products, Inc., Interplex Etch Logic, LLC, Interplex NAS, Inc. and Interplex Industries, Inc., being guarantors under the Senior Facilities Agreement as at the Original Issue Date. Restricted Subsidiaries organised under the laws of the PRC and that are not guarantors under the Senior Facilities Agreement as at the Original Issue Date (collectively, the Non-Guarantor Subsidiaries ) will not be the Subsidiary Guarantors on the Original Issue Date. The Indonesia-established Subsidiary Guarantors will enter into a separate deed of guarantee to be governed under Indonesian Law in addition to the Trust Deed. 62

77 (2) Future Subsidiary Guarantors (i) To the extent permitted under applicable law, the Issuer shall cause each of its Restricted Subsidiaries (other than Restricted Subsidiaries organised under the laws of the PRC) that guarantee the credit facilities provided under the Senior Facilities Agreement from time to time to execute and deliver to the Trustee a supplemental deed to the Trust Deed pursuant to which such Restricted Subsidiary will, jointly and severally, guarantee the due payment of all sums expressed to be payable by the Issuer under the Trust Deed and the Notes. (ii) (iii) (iv) Each Restricted Subsidiary that guarantees the Notes after the Original Issue Date is referred to as a Future Subsidiary Guarantor and, upon execution of the applicable supplemental deed to the Trust Deed, will be a Subsidiary Guarantor. Any Restricted Subsidiary not otherwise a Subsidiary Guarantor shall be deemed a Non-Guarantor Subsidiary. Subject to Condition 3(b)(3), following repayment and discharge of all credit facilities provided under the Senior Facilities Agreement, and if the Subsidiary Guarantor Threshold Requirement would not be satisfi ed at the time of each required calculation of the Subsidiary Guarantor Threshold Requirement as set forth below, the Issuer shall cause one or more Non-Guarantor Subsidiaries (other than Restricted Subsidiaries organised under the laws of the PRC) to execute and deliver to the Trustee a supplemental trust deed to the Trust Deed pursuant to which such Restricted Subsidiaries or Subsidiaries will Guarantee the Notes such that the Subsidiary Guarantor Threshold Requirement is complied with. The Issuer shall ensure that as soon as reasonably practicable and in any event at all times from the date falling 90 days following the Original Issue Date and thereafter within 20 Business Days of the delivery of each annual consolidated fi nancial statements of the Issuer in accordance with these Conditions: (A) (B) the aggregate of earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA but on an unconsolidated basis and excluding all intra-group items and investments in Subsidiaries of any Group Member) of the Subsidiary Guarantors represent not less than 85.0 per cent. of the Consolidated EBITDA of the Group; and the aggregate total assets (calculated on an unconsolidated basis and excluding all intra-group items and investments in Subsidiaries of any Group Member) of the Subsidiary Guarantors represent not less than 85 per cent. of consolidated total assets of the Group, (such requirement, the Subsidiary Guarantor Threshold Requirement ), provided that: (x) (y) any Group Member whose earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA (as defined below), but on an unconsolidated basis) is negative; and the earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA) or the total assets (in each case calculated on an unconsolidated basis and excluding all intra-group items, investments in Subsidiaries of any Group Member and adjustments made in accordance with paragraph (e) of the defi nition of Consolidated EBITDA) of any Group Member which is not required to accede as a Subsidiary Guarantor by reason of Condition 3(b)(3) below, shall each be excluded from the calculation of the Subsidiary Guarantor Threshold Requirement. 63

78 (3) Notwithstanding the provisions of Condition 3(b)(2) to the contrary, the Issuer shall not be required to meet the Subsidiary Guarantor Threshold Requirement and no Subsidiary Guarantee shall be required to be given to the extent that it would: (i) (ii) (iii) (iv) result in any breach of corporate benefit, financial assistance, fraudulent preference or thin capitalisation laws or regulations (or analogous restrictions) of any applicable jurisdiction; result in signifi cant risk to the offi cers of the relevant Restricted Subsidiary of contravention of their fi duciary duties and/or civil or criminal liability; result in costs directly associated with such Subsidiary Guarantee that, in the opinion of the Issuer, are disproportionate to the benefi t obtained by the Noteholders pursuant to the Subsidiary Guarantee; and result in a violation of the restrictions any applicable joint venture or shareholders agreement relating to the Group s interest in such joint venture or Subsidiary or by law, to the extent that consent to grant such Subsidiary Guarantee is withheld, provided that, in the case of (i) and (ii) above, the Issuer shall, and shall procure that each member of the Group shall, use all reasonable endeavours to overcome any such breach or risk including assisting in demonstrating that adequate corporate benefi t accrues and, so far as legally possible, carrying out any whitewash (or similar) procedure and (in the case of paragraph (i v) above) the Issuer shall, and shall procure that each member of the Group shall, use all reasonable endeavours to obtain any consent required to avoid such violation and to the extent it is possible to provide a limited Subsidiary Guarantee if such breach or risk is not overcome or such consent is not obtained, a Subsidiary Guarantee will be provided, but limited to the maximum amount which the relevant members of the Group can provide having regard to the applicable law, regulations or analogous restrictions (as the case may be). (4) Release of Subsidiary Guarantees The Subsidiary Guarantees may be automatically and unconditionally released (on the occurrence of the events set out in paragraphs (i) and (ii) below of this Condition 3(b), only in relation to the Subsidiary Guarantor affected) : (i) (ii) (iii) (iv) (v) if, in relation to any Subsidiary Guarantor, such Subsidiary Guarantor is disposed of in accordance with these Conditions (including, without limitation, Condition 4(h)) and the Trust Deed provided that: (A) such Subsidiary Guarantor is simultaneously released from its obligations (if any) in respect of any other Indebtedness of the Issuer or any Restricted Subsidiary; and (B) the proceeds of any such disposal are used for purposes either permitted or required by these Conditions or the Trust Deed; if, in relation to any Subsidiary Guarantor, the Issuer designates such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with these Conditions and the Trust Deed; upon a defeasance as set out in Condition 4( q); if all amounts due and payable under the Notes, the Trust Deed and the Agency Agreement have been paid in full; or upon the merger or consolidation of any Subsidiary Guarantor with and into the Issuer or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all or substantially all of its assets to the Issuer or another Subsidiary Guarantor. 64

79 No release of a Subsidiary Guarantor from its Subsidiary Guarantee shall be effective against the Trustee or the Noteholders until the Issuer has delivered to the Trustee an Offi cers Certifi cate stating that all requirements relating to such release have been complied with and that such release is authorised and permitted by these Conditions and the Trust Deed. 4. Covenants (a) Limitation on Indebtedness and Preferred Stock (1) The Issuer will not, and will not permit any Restricted Subsidiary to, Incur any Indebtedness (including Acquired Indebtedness), and the Issuer will not permit any Restricted Subsidiary to issue Preferred Stock, provided that the Issuer and each Subsidiary Guarantor may Incur Indebtedness (including Acquired Indebtedness) and issue Preferred Stock, and any Restricted Subsidiary may Incur Permitted Subsidiary Indebtedness if, after giving effect to the Incurrence of such Indebtedness and the receipt and application of the proceeds therefrom, (i) no Default has occurred and is continuing and (ii) the Fixed Charge Coverage Ratio would be not less than 2.5 to 1.0. Notwithstanding the foregoing, the Issuer will not permit any Restricted Subsidiary to Incur any Disqualifi ed Stock (other than Disqualifi ed Stock of Restricted Subsidiaries held by the Issuer or a Subsidiary Guarantor, so long as it is so held). (2) Notwithstanding Condition 4(a)(1), the Issuer and, to the extent provided below, any Restricted Subsidiary, may Incur each and all of the following ( Permitted Indebtedness ): (i) (ii) (iii) (iv) (v) Indebtedness under the fi rst Tranche of the Notes (including any Guarantee thereof, but excluding any Additional Notes); any Pari Passu Subsidiary Guarantees by any Subsidiary Guarantor; Indebtedness of the Issuer or any Restricted Subsidiary outstanding on the Original Issue Date, including under the Senior Facilities Agreement, plus the accretion of discount thereon, if any, and excluding Indebtedness permitted under Condition 4(a)(2)(iv); provided that such Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors shall be included in the calculation of Permitted Subsidiary Indebtedness; Indebtedness of the Issuer or any Restricted Subsidiary owed to the Issuer or any Restricted Subsidiary; provided that (A) any event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Issuer or any Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence of such Indebtedness not permitted by this Condition 4(a)(2)(iv); (B) if the Issuer or any Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness must be unsecured and be expressly subordinated in right of payment to the Notes, in the case of the Issuer, or the Subsidiary Guarantee of such Subsidiary Guarantor, in the case of a Subsidiary Guarantor and (C) if the Indebtedness is owed to the Issuer or any Subsidiary Guarantor, such Indebtedness must be evidenced by an unsubordinated promissory note or a similar instrument under applicable law; Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary issued in exchange for, or the net proceeds of which are used to Refi nance or refund, then outstanding Indebtedness or Preferred Stock Incurred as permitted under Condition 4(a)(1) or Conditions 4(a)(2)(i), 4(a) (2)(ii) or 4(a)(2)(iii) and any Refi nancings thereof in an amount not to exceed the amount so refi nanced or refunded (plus premiums, accrued interest, fees and expenses) ( Permitted Refinancing Indebtedness ); provided that (A) 65

80 Indebtedness the proceeds of which are used to Refi nance or refund the Notes or Indebtedness, Disqualifi ed Stock or Preferred Stock that is pari passu with, or subordinated in right of payment to, the Notes or a Subsidiary Guarantee shall only be permitted under this Condition 4(a)(2)(v) if (y) in case the Notes are Refi nanced in part or the Indebtedness to be Refi nanced is pari passu with the Notes or a Subsidiary Guarantee, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is outstanding, is expressly made to rank pari passu with, or subordinate in right of payment to, the remaining Notes or such Subsidiary Guarantee, or (z) in case such Permitted Refi nancing Indebtedness Refi nances (1) Indebtedness subordinated in right of payment to the Notes or a Subsidiary Guarantee, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Notes or such Subsidiary Guarantee at least to the extent that the Indebtedness to be refi nanced is subordinated to the Notes or such Subsidiary Guarantee, or (2) Disqualifi ed Stock or Preferred Stock, such Refi nancing Indebtedness must be Disqualifi ed Stock or Preferred Stock, respectively; and (B) in no event may Indebtedness of the Issuer or any Subsidiary Guarantor be refi nanced pursuant to this Condition 4(a)(2)(v) by means of any Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor; (vi) (vii) (viii) Indebtedness Incurred by the Issuer or any Restricted Subsidiary pursuant to Hedging Obligations entered into in the ordinary course of business and designed solely to protect the Issuer or any of its Restricted Subsidiaries from fl uctuations in interest rates, currencies or the price of commodities, and not for speculation; Indebtedness or Preferred Stock Incurred by the Issuer, or Permitted Subsidiary Indebtedness Incurred by any Restricted Subsidiary, including Indebtedness represented by Capitalised Lease Obligations, mortgage financings or purchase money obligations, for the purpose of fi nancing (A) all or any part of the purchase price of assets, real or personal property (including the lease purchase price of land use rights) or equipment to be used by the Issuer or a Restricted Subsidiary in the Permitted Business, including any such purchase through the acquisition of Capital Stock of any Person that owns such real or personal property or equipment which will, upon acquisition, become a Restricted Subsidiary, or (B) all or any part of the purchase price or the cost of development, construction or improvement of real or personal property (including the lease purchase price of land use rights) or equipment by the Issuer or such Restricted Subsidiary in the Permitted Business; provided that (x) the aggregate principal amount of such Indebtedness shall not exceed such purchase price or cost, (y) such Indebtedness shall be Incurred no later than 180 days after the acquisition of such property or completion of such development, construction or improvement and (z) on the date of the Incurrence of such Indebtedness and after giving effect thereto, the aggregate principal amount outstanding of all such Indebtedness permitted by this Condition 4(a)(2) (vii) does not exceed an amount equal to the greater of U.S.$25.0 million (or its equivalent in other currency or currencies) or 2.5 per cent. of Total Assets; Indebtedness Incurred by the Issuer or any Restricted Subsidiary constituting reimbursement obligations with respect to workers compensation claims or selfinsurance obligations or bid, performance or surety bonds (in each case other than for an obligation for borrowed money) health, disability or other employee benefi ts or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement type obligations regarding workers compensation claims, performance or surety bonds, health, disability or other employee benefi ts or property, casualty or liability insurance or self-insurance; 66

81 (ix) (x) (xi) (xii) (xiii) Indebtedness Incurred by the Issuer or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit, trade guarantees or similar instruments issued in the ordinary course of business to the extent that such letters of credit or trade guarantees are not drawn upon or, if drawn upon, to the extent such drawing is reimbursed no later than 60 days following receipt by the Issuer or such Restricted Subsidiary of a demand for reimbursement; Indebtedness arising from agreements providing for indemnifi cation, adjustment of purchase price or similar obligations, or from Guarantees or letters of credit, surety bonds or performance bonds securing any obligation of the Issuer or any Restricted Subsidiary pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary, other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of fi nancing such acquisition; provided that the maximum aggregate liability in respect of all such Indebtedness in the nature of such Guarantee shall at no time exceed the gross proceeds actually received from the sale of such business, assets or Restricted Subsidiary; Indebtedness arising from the honouring by a bank or other fi nancial institution of a cheque, draft or similar instrument drawn against insuffi cient funds in the ordinary course of business, provided, however, that such Indebtedness is extinguished within fi ve Business Days of Incurrence; (A) Guarantees by the Issuer or any Subsidiary Guarantor of Indebtedness of the Issuer or any Restricted Subsidiary that was permitted to be Incurred by another provision of this Condition 4(a), or (B) Guarantees by any Restricted Subsidiary of Indebtedness of another Restricted Subsidiary provided that such Indebtedness could have been incurred directly by the Restricted Subsidiary providing such Guarantee; Indebtedness of the Issuer or Permitted Subsidiary Indebtedness of any Restricted Subsidiary used by the Issuer or any Restricted Subsidiary for working capital; provided that the aggregate principal amount of Indebtedness permitted by this Condition 4(a)(2)(xiii) at any time outstanding does not exceed the greater of U.S.$50.0 million (or its equivalent in other currency or currencies) or 5.0 per cent. of Total Assets; (xiv) Indebtedness, Disqualifi ed Stock and Preferred Stock of the Issuer or any Restricted Subsidiary in an aggregate principal amount or liquidation preference equal to up to per cent. of the net cash proceeds received by the Issuer since immediately after the Original Issue Date from the issue or sale of Equity Interests of the Issuer or cash contributed to the capital of the Issuer (in each case, other than proceeds of Disqualifi ed Stock or sales of Equity Interests to the Issuer or any of its Subsidiaries) as determined in accordance with Condition 4(b)(iii)(B) to the extent such net cash proceeds or cash have not been applied pursuant to such Condition 4(b)(iii)(B) to make Restricted Payments or to make other Investments, payments or exchanges pursuant to Condition 4(b) or to make Permitted Investments (other than Permitted Investments specifi ed in paragraph (a) of the defi nition thereof); (xv) Indebtedness, Disqualifi ed Stock or Preferred Stock of (A) the Issuer or a Restricted Subsidiary Incurred or issued to fi nance an acquisition; provided that the amount of Indebtedness (other than Acquired Indebtedness), Disqualifi ed Stock and Preferred Stock that may be Incurred pursuant to the foregoing by Restricted Subsidiaries that are not Subsidiary Guarantors shall not exceed the greater of U.S.$25.0 million (or its equivalent in other currency or currencies) or 2.5 per cent. of Total Assets at any one time outstanding, or (B) Persons that are acquired by the Issuer or any Restricted Subsidiary or merged into or consolidated with the Issuer or a Restricted Subsidiary in accordance 67

82 with these Conditions and the Trust Deed (including designating an Unrestricted Subsidiary a Restricted Subsidiary); provided that (x) a Restricted Subsidiary may only Incur Permitted Subsidiary Indebtedness pursuant to paragraph (A) of this Condition 4(a)(2)(xv), and (y) in the case of paragraph (B) of this Condition 4(a)(2)(xv), after giving effect to such acquisition or merger, the Issuer would be permitted to Incur at least U.S.$1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Condition 4(a)(1); (xvi) Indebtedness of the Issuer or any Restricted Subsidiary in an aggregate principal amount outstanding at any time not to exceed the greater of U.S.$25.0 million (or its equivalent in other currency or currencies) and 2.5 per cent. of Total Assets; (xvii) Indebtedness Incurred by the Issuer or Permitted Subsidiary Indebtedness Incurred by a Restricted Subsidiary pursuant to Credit Facilities; provided that immediately after giving effect to any such Incurrence, the then-outstanding aggregate principal amount of all Indebtedness incurred under this Condition 4(b)(2)(xvii) does not exceed the greater of (a) U.S.$150.0 million (or its equivalent in other currency or currencies) and (b) 15.0 per cent. of Total Assets at any time outstanding; and (xviii) Indebtedness Incurred by the Issuer or any of its Restricted Subsidiaries to the extent that the net proceeds thereof are promptly deposited with the Trustee to satisfy and discharge the Notes or exercise the Issuer s rights under and in accordance with Condition 4( q). (3) For purposes of determining compliance with this Condition 4(a): (i) (ii) in the event that an item of Indebtedness, Disqualifi ed Stock or Preferred Stock meets the criteria of more than one of the categories of Indebtedness, Disqualifi ed Stock or Preferred Stock described in Conditions 4(a)(1) and 4(a) (2), the Issuer, in its sole discretion, shall classify, and from time to time may reclassify, such item of Indebtedness, Disqualifi ed Stock or Preferred Stock (or any portion thereof) and will only be required to include the amount and type of such Indebtedness, Disqualifi ed Stock or Preferred Stock in one of the above clauses or paragraphs; provided that all Indebtedness outstanding under the Senior Facilities Agreement on the Original Issue Date will be treated as Incurred on the Original Issue Date under Condition 4(a)(2)(iii); and at the time of Incurrence, the Issuer will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in Conditions 4(a)(1) and 4(a)(2) above. (4) Accrual of interest or dividends, the accretion of accreted value, the accretion or amortisation of original issue discount and the payment of interest or dividends in the form of additional Indebtedness, Disqualifi ed Stock or Preferred Stock or the reclassifi cation of commitments or obligations not treated as Indebtedness due to a change in accounting policy, standards or treatment will not be deemed to be an Incurrence of Indebtedness, Disqualifi ed Stock or Preferred Stock for purposes of this Condition 4(a). Any Permitted Refi nancing Indebtedness and any Indebtedness incurred to Refi nance Indebtedness incurred pursuant to Condition 4(a)(1) and (2) above shall be deemed to include additional Indebtedness, Disqualifi ed Stock or Preferred Stock incurred to pay premiums (including reasonable tender premiums), defeasance costs, fees and expenses in connection with such Refi nancing. (5) For purposes of determining compliance with any U.S. dollar restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in another currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or fi rst committed, in the case of revolving credit 68

83 debt; provided that if such Indebtedness is incurred to Refi nance other Indebtedness denominated in another currency, and such Refi nancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refi nancing, such U.S. dollardenominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Permitted Refi nancing Indebtedness does not exceed (i) the principal amount of such Indebtedness being Refi nanced plus (ii) the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such Refi nancing. (6) The principal amount of any Indebtedness Incurred to Refi nance other Indebtedness, if Incurred in a different currency from the Indebtedness being Refi nanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such Refi nancing. (b) Limitation on Restricted Payments The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly (the payments or any other actions described in Conditions 4(b)(1) through 4(b)(4) below being collectively referred to as Restricted Payments ): (1) declare or pay any dividend or make any distribution on or with respect to the Issuer s or any of its Restricted Subsidiaries Capital Stock (other than dividends or distributions payable solely in shares of the Issuer s or any of its Restricted Subsidiaries Capital Stock (other than Preferred Stock) or in options, warrants or other rights to acquire shares of such Capital Stock) held by Persons other than the Issuer or any Wholly Owned Restricted Subsidiary; (2) purchase, call for redemption or redeem, retire or otherwise acquire for value any shares of Capital Stock of the Issuer or any Restricted Subsidiary (including options, warrants or other rights to acquire such shares of Capital Stock) held by any Persons other than the Issuer or any Wholly Owned Restricted Subsidiary; (3) make any voluntary or optional principal payment, or voluntary or optional redemption, repurchase, defeasance, or other acquisition or retirement for value, of Indebtedness that is subordinated in right of payment to the Notes or any of the Subsidiary Guarantees (excluding any intercompany Indebtedness between or among the Issuer and any of its Wholly Owned Restricted Subsidiaries); or (4) make any Investment, other than a Permitted Investment; if, at the time of, and after giving effect to, the proposed Restricted Payment: (i) (ii) (iii) a Default shall have occurred and is continuing or would occur as a result of such Restricted Payment; on a pro forma basis, the Issuer could not Incur at least U.S.$1.00 of Indebtedness under Condition 4(a)(1); or such Restricted Payment, together with the aggregate amount of all Restricted Payments made by the Issuer and its Restricted Subsidiaries after the Original Issue Date, shall exceed the sum of: (A) 50.0 per cent. of the aggregate amount of the Consolidated Net Income of the Issuer (or, if the Consolidated Net Income is a loss, minus per cent. of the amount of such loss) accrued on a cumulative basis during the period (taken as one accounting period) beginning on the fi rst day of the fi scal quarter during which the Original Issue Date occurs and 69

84 ending on the last day of the Issuer s most recently ended fi scal quarter for which consolidated fi nancial statements of the Issuer (which the Issuer shall use its best efforts to compile in a timely manner) are available (which may include internal consolidated fi nancial statements); plus (B) (C) (D) (E) per cent. of the aggregate Net Cash Proceeds received by the Issuer after the Original Issue Date as a capital contribution to its common equity or from the issuance and sale of its Capital Stock (other than Disqualifi ed Stock) to a Person who is not a Subsidiary of the Issuer, including any such Net Cash Proceeds received upon (x) the conversion of any Indebtedness (other than Subordinated Indebtedness) of the Issuer into Capital Stock (other than Disqualifi ed Stock) of the Issuer, or (y) the exercise by a Person who is not a Subsidiary of the Issuer of any options, warrants or other rights to acquire Capital Stock of the Issuer (other than Disqualifi ed Stock), in each case after deducting the amount of any such Net Cash Proceeds used to redeem, repurchase, defease or otherwise acquire or retire for value any Subordinated Indebtedness or Capital Stock of the Issuer, provided that this Condition 4(b)(iii)(B) shall not include the proceeds from Excluded Contributions; plus the amount by which Indebtedness of the Issuer or any of its Restricted Subsidiaries is reduced on the Issuer s consolidated balance sheet upon the conversion or exchange (other than by a Subsidiary of the Issuer) subsequent to the Original Issue Date of any Indebtedness of the Issuer or any of its Restricted Subsidiaries convertible or exchangeable into Capital Stock (other than Disqualifi ed Stock) of the Issuer (less the amount of any cash, or the Fair Market Value of any other property, distributed by the Issuer upon such conversion or exchange); plus an amount equal to the net reduction in Investments (other than reductions in Permitted Investments) that were made after the Original Issue Date in any Person resulting from (w) payments of interest on Indebtedness, dividends or repayments of loans or advances by such Person, in each case to the Issuer or any Restricted Subsidiary (except, in each case, to the extent any such payment or proceeds are included in the calculation of Consolidated Net Income) after the Original Issue Date, (x) the unconditional release of a Guarantee provided by the Issuer or a Restricted Subsidiary after the Original Issue Date of an obligation of another Person, (y) to the extent that an Investment made after the Original Issue Date was, or after such date, or is sold or otherwise liquidated or repaid for cash, the lesser of (I) cash return of capital with respect to such Investment (less the cost of disposition, if any) and (II) the initial amount of such Investment, or (z) from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries, not to exceed, in each case, the amount of Investments (other than Permitted Investments) made by the Issuer or a Restricted Subsidiary after the Original Issue Date in any such Person or Unrestricted Subsidiary; plus U.S.$20.0 million (or its equivalent in other currency or currencies). The foregoing provision shall not be violated by reason of: (I) (II) the payment of any dividend or redemption of any Capital Stock within 60 days after the related date of declaration or call for redemption if, at said date of declaration or call for redemption, such payment or redemption would comply with the preceding paragraph; the redemption, repurchase, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Issuer or any of the Subsidiary Guarantors with the Net Cash Proceeds of, or in exchange for, a substantially concurrent Incurrence of Permitted Refi nancing Indebtedness; 70

85 (III) (IV) (V) (VI) the redemption, repurchase or other acquisition of Capital Stock of the Issuer or any Restricted Subsidiary (or options, warrants or other rights to acquire such Capital Stock) in exchange for, or out of the Net Cash Proceeds of a substantially concurrent capital contribution or a substantially concurrent sale (other than to a Subsidiary of the Issuer) of, shares of Capital Stock (other than Disqualifi ed Stock) of the Issuer or any Subsidiary Guarantor (or options, warrants or other rights to acquire such Capital Stock); provided that the amount of any such Net Cash Proceeds that are utilised for any such Restricted Payment will be excluded from Condition 4(b)(iii)(B); the redemption, repurchase, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Issuer or any of the Subsidiary Guarantors in exchange for, or out of the Net Cash Proceeds of, a substantially concurrent capital contribution or sale (other than to a Subsidiary of the Issuer) of shares of the Capital Stock (other than Disqualifi ed Stock) of the Issuer or any of the Subsidiary Guarantors (or options, warrants or other rights to acquire such Capital Stock); provided that the amount of any such Net Cash Proceeds that are utilised for any such Restricted Payment will be excluded from Condition 4(b)(iii)(B); the payment of any dividends or distributions declared, paid or made by a Restricted Subsidiary payable, on a pro rata basis, or on a basis more favourable to the Issuer, to all holders of any class of Capital Stock of such Restricted Subsidiary, at least a majority of which is held, directly or indirectly through Restricted Subsidiaries, by the Issuer; repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent all or a portion of the exercise price of such options or warrants; (VII) the declaration and payment of dividends on the Issuer s Common Stock (or the payment of dividends to any direct or indirect parent company of the Issuer to fund a payment of dividends on such company s Common Stock), following consummation of the fi rst public offering of the Issuer s Common Stock or the Common Stock of any direct or indirect parent company of the Issuer after the Original Issue Date, of up to 6.0 per cent. per annum of the net cash proceeds received by or contributed to the Issuer in or from any such public offering, other than any public sale constituting an Excluded Contribution; (VIII) loans or advances to employees, consultants, officers or directors in the ordinary course of business not to exceed U.S.$5.0 million per year (or its equivalent in other currency or currencies) in the aggregate; (IX) (X) (XI) the payment of any fees and expenses (including indemnifi cation and other similar amounts) by the Issuer or a Restricted Subsidiary to or on behalf of any parent company of the Issuer not to exceed U.S.$1.0 million per year (or its equivalent in other currency or currencies) in the aggregate; other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this Condition 4(b)(X) not to exceed the greater of U.S.$10.0 million (or its equivalent in other currency or currencies) and 1.0 per cent. of Total Assets at the time the Restricted Payment is made; the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other than Disqualifi ed Stock) of the Issuer or any direct or indirect parent company of the Issuer held by any future, present or former employee, director, manager or consultant of the Issuer, any of its Subsidiaries or any direct or indirect parent company of the Issuer pursuant to any management equity plan or stock option plan or any other management or employee benefi t plan or agreement; provided that the aggregate Restricted Payments 71

86 made pursuant to this Condition 4(b)(XI) shall not exceed U.S.$7.5 million (or the Dollar Equivalent thereof) per calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of U.S.$15.0 million (or the Dollar Equivalent thereof) in any calendar year); provided further that such amount in any calendar year may be increased by an amount not to exceed: (A) (B) (C) the cash proceeds from the sale of Equity Interests (other than Disqualifi ed Stock) of the Issuer and, to the extent contributed to the capital of the Issuer, the cash proceeds from the sale of Equity Interests of any direct or indirect parent company of the Issuer, in each case to any future, present or former employees, directors, managers or consultants of the Issuer, any of its Subsidiaries or any direct or indirect parent company of the Issuer that occurs after the Original Issue date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of Condition 4(b)(iii)(B), plus the cash proceeds of key man life insurance policies received by the Issuer and the Restricted Subsidiaries after the Original Issue date, less the amount of any Restricted Payments previously made pursuant to subparagraphs (A) and (B) above of this Condition 4(b)(XI); and provided further that cancellation of Indebtedness owing to the Issuer or any Restricted Subsidiary from any future, present or former employees, directors, managers or consultants of the Issuer, any direct or indirect parent company of the Issuer or any Restricted Subsidiary in connection with a repurchase of Equity Interests of the Issuer or any direct or indirect parent company of the Issuer will not be deemed to constitute a Restricted Payment for the purposes of this covenant or any other provision of the Conditions and the Trust Deed; and (XII) Restricted Payments in an amount that does not exceed the amount of Excluded Contributions made since the Original Issue Date. The amount of any Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Issuer or the Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The value of any assets or securities that are required to be valued by this Condition 4(b) will be the Fair Market Value. For purposes of determining compliance with this Condition 4(b), in the event that a proposed Restricted Payment or Permitted Investment (or a portion thereof) meets the criteria of Conditions 4(b)(I) to 4(b) (XII) or is entitled to be made pursuant to Condition 4(b)(i) to 4(b) (iii) or one or more of the clauses contained in the defi nition of Permitted Investments, the Issuer will be entitled to classify or later reclassify (based on circumstances existing on the date of such reclassifi cation) such Restricted Payment (or such portion thereof) among such Conditions 4(b)(I) to 4(b) (XII), Condition 4(b)(i) to 4(b) (iii) and one or more of the clauses contained in the defi nition of Permitted Investments in a manner that otherwise complies with this Condition 4(b). (c) Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries (1) Except as provided in Condition 4(c)(2) below, the Issuer will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (i) pay dividends or make any other distributions on any Capital Stock of such Restricted Subsidiary owned by the Issuer or any other Restricted Subsidiary; 72

87 (ii) (iii) (iv) pay any Indebtedness or other obligations owed to the Issuer or any other Restricted Subsidiary; make loans or advances to the Issuer or any other Restricted Subsidiary; or sell, lease or transfer any of its property or assets to the Issuer or any other Restricted Subsidiary. (2) Condition 4(c)(1) above does not apply to any encumbrances or restrictions: (i) (ii) (iii) (iv) (v) (vi) (vii) existing in agreements as in effect on the Original Issue Date (including, without limitation, the Senior Facilities Agreement and related documentation and related Hedging Obligations), or in the Notes, the Subsidiary Guarantees, the Trust Deed or Pari Passu Subsidiary Guarantee of any Subsidiary Guarantor, and any extensions, refinancings, renewals, supplements, amendments or replacements of any of the foregoing agreements; provided that the encumbrances and restrictions in any such extension, refi nancing, renewal, supplement, amendment or replacement, taken as a whole, are no more restrictive in any material respect to the Noteholder than those encumbrances or restrictions that are then in effect and that are being extended, refi nanced, renewed or replaced; existing under or by reason of applicable law, rule, regulation or order; existing with respect to any Person or the property or assets of such Person acquired by or merged or consolidated with or into the Issuer or any Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired, and any extensions, refi nancings, renewals or replacements thereof; provided that the encumbrances and restrictions in any such extension, refi nancing, renewal or replacement, taken as a whole, are no more restrictive in any material respect to the Noteholders than those encumbrances or restrictions that are then in effect and that are being extended, refi nanced, renewed or replaced; that otherwise would be prohibited by the provision described in Condition 4(c) (1)(iv) if they arise, or are agreed to, in the ordinary course of business, and that (A) restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease or licence, (B) exist by virtue of any Lien on, or agreement to transfer, option or similar right with respect to, any property or assets of the Issuer or any Restricted Subsidiary not otherwise prohibited by the Trust Deed, or (C) do not relate to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Issuer or any Restricted Subsidiary in any manner material to the Issuer or any Restricted Subsidiary; restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary that is permitted by Condition 4(h); or with respect to any Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the Incurrence of Indebtedness permitted under Condition 4(a), if, as determined by the Board of Directors, the encumbrances or restrictions are (A) customary for such types of agreements and (B) would not, at the time agreed to, be expected to materially and 73

88 adversely affect the ability of the Issuer to make any required payment on the Notes and any extensions, refi nancings, renewals or replacements of any of the foregoing agreements; provided that the encumbrances and restrictions in any such extension, refinancing, renewal or replacement, taken as a whole, are no more restrictive in any material respect to the Noteholders than those encumbrances or restrictions that are then in effect and that are being extended, refi nanced, renewed or replaced. For purposes of determining compliance with this Condition 4(c), (1) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (2) the subordination of loans and advances made to the Issuer or a Restricted Subsidiary to other Indebtedness Incurred by the Issuer or such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances. (d) Limitation on Issuances of Guarantees by Restricted Subsidiaries The Issuer will not permit any Restricted Subsidiary (other than a Restricted Subsidiary incorporated in the PRC) which is not a Subsidiary Guarantor, directly or indirectly, to Guarantee any Indebtedness ( Guaranteed Indebtedness ) of the Issuer or any other Restricted Subsidiary, unless: (1) (i) such Restricted Subsidiary within 30 days executes and delivers a supplemental trust deed to the Trust Deed providing for an unsubordinated Subsidiary Guarantee of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim, or take the benefi t or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Issuer or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee until the Notes have been paid in full; or (2) such Guarantee and such Guaranteed Indebtedness are permitted by Conditions 4(a)(2)(iii), 4(a)(2)(iv) or 4(a)(2)(xii)(B). If the Guaranteed Indebtedness (A) ranks pari passu in right of payment with the Notes or any Subsidiary Guarantee, then the Guarantee of such Guaranteed Indebtedness shall rank pari passu in right of payment with, or subordinated to, such Subsidiary Guarantee or (B) is subordinated in right of payment to the Notes or any Subsidiary Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to such Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes or such Subsidiary Guarantee. This Condition 4(d) shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. (e) Limitation on Transactions with Shareholders and Affiliates (1) The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with (x) any holder (or any Affi liate of such holder) of 10.0 per cent. or more of any class of Capital Stock of the Issuer or (y) any Affi liate of the Issuer (each an Affiliate Transaction ) involving aggregate value in excess of U.S.$10.0 million (or the Dollar Equivalent thereof) in each fi nancial year of the Issuer, unless: (i) the Affi liate Transaction is on terms that are not materially less favourable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm s-length transaction by the Issuer or the relevant Restricted Subsidiary with a Person that is not an Affi liate of the Issuer or such Restricted Subsidiary; and 74

89 (ii) with respect to any Affi liate Transaction or series of related Affi liate Transactions involving aggregate consideration in excess of U.S.$25.0 million (or its equivalent in other currencies), the Issuer delivers to the Trustee a Board Resolution and set forth in an Offi cers Certifi cate certifying that such Affi liate Transaction complies with this Condition 4(e) and such Affi liate Transaction has been approved by a majority of the disinterested members of the Board of Directors. The foregoing limitation does not limit, and shall not apply to: (I) (II) (III) (IV) (V) (VI) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided on behalf of or for the benefi t of, current, future or former employees, directors, officers, managers or consultants of the Issuer, any Restricted Subsidiaries or any direct or indirect parent company of the Issuer; transactions between or among the Issuer and any of its Wholly Owned Restricted Subsidiaries or between or among Wholly Owned Restricted Subsidiaries; any Restricted Payment of the type described in Conditions 4(b)(1) or 4(b)(2) if permitted by Condition 4(b); any sale of Capital Stock (other than Disqualifi ed Stock) of the Issuer, including, without limitation, for the purpose of (a) reorganising to facilitate an initial public offering of securities of the Issuer or any direct or indirect parent company of the Issuer; (b) forming a holding company; or (c) reincorporating the Issuer in a new jurisdiction; payments and Indebtedness and Disqualifi ed Stock (and cancellation of any thereof) of the Issuer and its Restricted Subsidiaries and Preferred Stock (and cancellation of any thereof) of any Restricted Subsidiary to any future, current or former employee, director, offi cer, member of management, consultant or independent contractor of the Issuer, any of its Subsidiaries or any direct or indirect parent company of the Issuer pursuant to any management equity plan or stock option plan or any other management or employee benefi t plan or agreement or any stock subscription or shareholder agreement that are, in each case, approved by the Issuer in good faith; and any employment agreements, severance arrangements, stock option plans and other compensatory arrangements (and any successor plans thereto) and any supplemental executive retirement benefi t plans or arrangements with any such employees, directors, officers, members of management, consultants or independent contractors that are, in each case, approved by the Issuer in good faith; any transaction that is reasonably related to the use of the proceeds from the issuance of the Notes; provided, however, that such transaction complies with Condition 4(e)(1)(i) and the use of proceeds is described in reasonable detail under the section headed Use of Proceeds in the Offering Circular; (VII) any Restricted Payments of the type described in Condition 4(b)(IX); (VIII) any transaction with a Person which would constitute an Affi liate Transaction solely because (a) the Issuer, any direct or indirect parent company of the Issuer or any Restricted Subsidiary owns an Equity Interest in or otherwise controls such Person; provided, however, such transaction complies with Condition 4(e)(1)(i), and (b) a director or offi cer of such Person is a director or offi cer of the Issuer, Restricted Subsidiary or any direct or indirect parent of the Issuer; 75

90 (IX) (X) (XI) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a fi nancial point of view or stating that the terms are not materially less favourable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with a Person that is not an Affi liate of the Issuer on an arm s-length basis; any agreement or arrangement as in effect as of the Original Issue Date or any amendment thereto or replacement thereof (so long as any such amendment or replacement is not materially disadvantageous in any material respect in the good faith judgment of the Board of Directors of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Original Issue Date); (a) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it (or any parent company of the Issuer) is a party as of the Original Issue Date and any similar agreements which it (or any direct or indirect parent company of the Issuer) may enter into thereafter; provided, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries (or such parent company) of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Original Issue Date shall only be permitted by this Condition 4(e)(XI) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect to the Holders when taken as a whole in the good faith judgment of the Board of Directors (as compared to the original agreement or any similar arrangement in effect on the Original Issue Date), (b) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, present or former employees, offi cers, directors, managers, consultants or independent contractors or guarantees in respect thereof for bona fi de business purposes or in the ordinary course of business or consistent with industry practice, (c) any subscription agreement or similar agreement pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with current, former or future offi cers, directors, employees, managers, consultants and independent contractors of the Issuer or any of its Subsidiaries and (d) any payment of compensation or other employee compensation, benefi t plan or arrangement, any health, disability or similar insurance plan which covers current, former or future offi cers, directors, employees, managers, consultants and independent contractors of the Issuer or any of its Subsidiaries; (XII) transactions with customers, clients, suppliers, contractors, joint venture partners or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business or consistent with industry practice and otherwise in compliance with the terms of these Conditions and the Trust Deed which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of Directors or the senior management thereof, or are on terms at least as favourable as might reasonably have been obtained at such time from an unaffi liated party; (XIII) the issuance and transfer of Equity Interests (other than Disqualifi ed Stock) of the Issuer or any of its Subsidiaries or any direct or indirect parent company of the Issuer to any Person or any contribution to the capital of the Issuer and any transactions with Affi liates where the only consideration paid is Equity Interests (other than Disqualifi ed Stock) of the Issuer or any direct or indirect parent company of the Issuer; and (XIV) intellectual property licenses in the ordinary course of business. 76

91 (2) In addition, the requirements of Condition 4(e)(1)(ii) shall not apply to (i) Investments (other than Permitted Investments) not prohibited by Condition 4(b) and (ii) any transaction between or among the Issuer and any Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary or between or among Restricted Subsidiaries that are not Wholly Owned Restricted Subsidiaries; provided that, in the case of sub-paragraph (ii ) of this Condition 4(e)(2),(x) such transaction is entered into in the ordinary course of business and (y) none of the minority shareholders or minority partners of or in such Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary is a Person described in Conditions 4(e)(1)(x) or 4(e)(1)(y) (other than by reason of such minority shareholder or minority partner being an offi cer or director of such Restricted Subsidiary or by reason of being a Restricted Subsidiary). (f) (g) Limitation on Liens The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur, assume or permit to exist any Lien of any nature whatsoever on any of its assets or properties of any kind, whether owned at the Original Issue Date or thereafter acquired, except Permitted Liens, unless the Notes are equally and rateably secured with the obligations so secured for as long as such obligations are so secured. Any Lien created for the benefi t of the Holders pursuant to this Condition 4(f) shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Lien that gave rise to the obligation to secure the Notes. Limitation on Sale and Leaseback Transactions The Issuer will not, and will not permit any of its Restricted Subsidiaries to, enter into any Sale and Leaseback Transaction; provided that the Issuer may enter into a Sale and Leaseback Transaction if: (1) the Issuer or such Restricted Subsidiary, as the case may be, could have (i) Incurred Indebtedness in an amount equal to the Attributable Indebtedness relating to such Sale and Leaseback Transaction under Condition 4(a) and (ii) Incurred a Lien to secure such Indebtedness pursuant to Condition 4(f) above; (2) the gross cash proceeds of that Sale and Leaseback Transaction are at least equal to the Fair Market Value of the property that is the subject of such Sale and Leaseback Transaction; and (3) the transfer of assets in that Sale and Leaseback Transaction is permitted by, and the Issuer or such Restricted Subsidiary, as the case may be, applies the proceeds of such transaction in compliance with, Condition 4(h) below. (h) Limitation on Asset Sales (1) The Issuer will not, and will not permit any Restricted Subsidiary to, consummate any Asset Sale, unless: (i) (ii) (iii) no Default shall have occurred and be continuing or would occur as a result of such Asset Sale; the consideration received by the Issuer or such Restricted Subsidiary, as the case may be, is at least equal to the Fair Market Value of the assets sold or disposed of; in the case of an Asset Sale that constitutes an Asset Disposition, the Issuer could Incur at least U.S.$1.00 of Indebtedness under Condition 4(a)(1) after giving pro forma effect to such Asset Disposition; and 77

92 (iv) at least 75.0 per cent. of the consideration received consists of cash, Temporary Cash Investments or Replacement Assets; provided that in the case of an Asset Sale in which the Issuer or such Restricted Subsidiary receives Replacement Assets involving an aggregate consideration with a Fair Market Value in excess of U.S.$50.0 million (or its equivalent in other currency or currencies), the Issuer shall deliver to the Trustee an opinion as to the fairness to the Issuer or such Restricted Subsidiary of such Asset Sale from a fi nancial point of view issued by an Independent Financial Advisor. For the purposes of this provision, each of the following will be deemed to be cash: (A) (B) any liabilities, as shown on the Issuer s most recent consolidated balance sheet, of the Issuer or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to a customary assumption, assignment, novation or similar agreement that releases the Issuer or such Restricted Subsidiary from further liability; and any securities, notes or other obligations received by the Issuer or any Restricted Subsidiary from such transferee that are promptly, but in any event within 30 days of closing, converted by the Issuer or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion. (2) Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Issuer (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Cash Proceeds to: (i) (ii) (iii) permanently repay Senior Indebtedness of the Issuer or a Subsidiary Guarantor or any Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor (and, if such Senior Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto) in each case owing to a Person other than the Issuer or a Restricted Subsidiary; acquire Replacement Assets; or consummate any combination of the foregoing. (3) Any Net Cash Proceeds from Asset Sales that are not applied or invested as provided in Conditions 4(h)(2)(i), 4(h)(2)(ii) and 4(h)(2)(iii) will constitute Excess Proceeds. Excess Proceeds of less than U.S.$50.0 million (or its equivalent in other currency or currencies) will be carried forward and accumulated. When the aggregate amount of Excess Proceeds exceeds U.S.$50.0 million (or its equivalent in other currency or currencies), within 10 days thereof, the Issuer must make an Offer to Purchase (in accordance with this Condition 4(h) and the Trust Deed) the Notes having a principal amount equal to: (i) (ii) accumulated Excess Proceeds, multiplied by a fraction (A) the numerator of which is equal to the outstanding principal amount of the Notes and (B) the denominator of which is equal to the outstanding principal amount of the Notes and all pari passu Indebtedness similarly required to be repaid, redeemed or tendered for in connection with the Asset Sale, rounded down to the nearest U.S.$1,000. (4) The offer price in any Offer to Purchase will be equal to per cent. of the principal amount plus accrued and unpaid interest to the date of purchase and will be payable in cash. 78

93 (5) If any Excess Proceeds remain after consummation of an Offer to Purchase, the Issuer or any Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by these Conditions and the Trust Deed. If the aggregate principal amount of Notes (and any other pari passu Indebtedness) tendered in such Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee will select the Notes (and such other pari passu Indebtedness) to be purchased on a pro rata basis. Upon completion of each Offer to Purchase, the amount of Excess Proceeds will be reset at zero. (6) Pending applications of the Net Cash Proceeds or Excess Proceeds pursuant to this Condition 4(h), such Net Cash Proceeds or Excess Proceeds shall be invested in cash or Temporary Cash Investments. (i) Limitation on Consolidation, Merger and Sale of Assets (1) The Issuer will not consolidate with, merge with or into another Person, permit any Person to merge with or into it, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its and its Restricted Subsidiaries properties and assets (computed on a consolidated basis) (as an entirety or substantially an entirety in one transaction or a series of related transactions), unless: (i) (ii) (iii) (iv) (v) the Issuer shall be the continuing Person, or the Person (if other than it) formed by such consolidation or merger or that acquired or leased such property and assets (the Surviving Person ) shall be a corporation organised and validly existing under the laws of Singapore or any jurisdiction thereof and shall expressly assume, by a supplemental trust deed to the Trust Deed, executed and delivered to the Trustee, all the obligations of the Issuer under the Trust Deed and the Notes to which it is a party, as the case may be, including the obligation to pay Additional Amounts with respect to any jurisdiction in which it is organised or resident for tax purposes, and the Trust Deed and the Notes, as the case may be, shall remain in full force and effect; immediately prior to and after giving effect to such transaction, no Default shall have occurred and be continuing; immediately after giving effect to such transaction on a pro forma basis, the Issuer or the Surviving Person, as the case may be, could Incur at least U.S.$1.00 of Indebtedness under Condition 4(a)(1); the Issuer delivers to the Trustee an Officers Certificate (attaching the arithmetic computations to demonstrate compliance with Condition 4(i)(1)(iii) stating that such consolidation, merger or transfer and such supplemental trust deed complies with this Condition 4(i) and that all conditions precedent provided for herein have been complied with; and each Subsidiary Guarantor, unless such Subsidiary Guarantor is the Person with which the Issuer has entered into a transaction described under this Condition 4(i) shall execute and deliver a supplemental trust deed to the Trust Deed confi rming that its Subsidiary Guarantee shall apply to the obligations of the Issuer or the Surviving Person in accordance with the Notes and the Trust Deed. (2) No Subsidiary Guarantor will consolidate with or merge with or into another Person, permit any Person to merge with or into it, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its and its Restricted Subsidiaries properties and assets (computed on a consolidated basis) (as an entirety or substantially an entirety in one transaction or a series of related transactions) to another Person (other than the Issuer or another Subsidiary Guarantor), unless: (i) such Subsidiary Guarantor shall be the continuing Person, or the Person (if other than it) formed by such consolidation or merger or that acquired or leased such property and assets shall be the Issuer, another Subsidiary Guarantor or shall become a Subsidiary Guarantor concurrently with the transaction; 79

94 (ii) (iii) (iv) immediately prior to and after giving effect to such transaction, no Default shall have occurred and be continuing; immediately after giving effect to such transaction on a pro forma basis, the Issuer could Incur at least U.S.$1.00 of Indebtedness under Condition 4(a)(1); and the Issuer delivers to the Trustee an Officers Certificate (attaching the arithmetic computations to demonstrate compliance with Condition 4(i)(2)(iii) stating that such consolidation, merger or transfer and such supplemental trust deed complies with this Condition 4(i) and that all conditions precedent provided for herein relating to such transaction have been complied with, provided that this paragraph shall not apply to any sale or other disposition that complies with Condition 4(h) or any Subsidiary Guarantor whose Subsidiary Guarantee is unconditionally released in accordance with the provisions described under Condition 3(b). The foregoing requirements shall not apply to a consolidation or merger of any Subsidiary Guarantor with and into the Issuer or any Subsidiary Guarantor, so long as the Issuer or such Subsidiary Guarantor survives such consolidation or merger. (j) (k) (l) Limitation on the Issuer s Business Activities The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, engage in any business other than a Permitted Business, except to such extent as would not be material to the Issuer and its Restricted Subsidiaries, taken as a whole; provided, however, that the Issuer or any Restricted Subsidiary may own Capital Stock of an Unrestricted Subsidiary or joint venture or other entity that is engaged in a business other than a Permitted Business as long as any Investment therein was not prohibited when made by Condition 4(b). Use of Proceeds The Issuer will not, and will not permit any Restricted Subsidiary to, use the net proceeds from the sale of any Notes, in any amount, for any purpose other than in the approximate amounts and for the purposes specifi ed under the section Use of Proceeds in the Offering Circular, or as disclosed in the Pricing Supplement relating to each Series of Notes. Designation of Restricted and Unrestricted Subsidiaries The Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary; provided that (1) no Default shall have occurred or be continuing at the time of or after giving effect to such designation; (2) neither the Issuer nor any Restricted Subsidiary provides credit support for the Indebtedness of such Restricted Subsidiary; (3) such Restricted Subsidiary has no outstanding Indebtedness that could trigger a crossdefault to the Indebtedness of the Issuer; (4) such Restricted Subsidiary does not own any Disqualifi ed Stock of the Issuer or Disqualifi ed Stock or Preferred Stock of another Restricted Subsidiary or hold any Indebtedness of, or any Lien on any property of the Issuer or any Restricted Subsidiary, if such Disqualifi ed Stock or Preferred Stock or Indebtedness could not be Incurred under Condition 4(a) or such Lien would violate Condition 4(f); (5) such Restricted Subsidiary does not own any Voting Stock of another Restricted Subsidiary, and all of its Subsidiaries are Unrestricted Subsidiaries or are being concurrently designated as Unrestricted Subsidiaries in accordance with this paragraph; and (6) the Investment deemed to have been made thereby in such newly designated Unrestricted Subsidiary and each other newly designated Unrestricted Subsidiary being concurrently redesignated would be permitted to be made by Condition 4(b). The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that (i) no Default shall have occurred or be continuing at the time of or after giving effect to such designation; (ii) any Indebtedness of such Unrestricted Subsidiary outstanding at the time of such designation which will be deemed to have been Incurred by such newly designated Restricted Subsidiary as a result of such designation would be permitted to be Incurred by Condition 4(a); (iii) any Lien on the property of such 80

95 Unrestricted Subsidiary at the time of such designation which will be deemed to have been incurred by such newly designated Restricted Subsidiary as a result of such designation would be permitted to be incurred by Condition 4(f); (iv) such Unrestricted Subsidiary is not a Subsidiary of another Unrestricted Subsidiary (that is not concurrently being designated as a Restricted Subsidiary); and (v) such Restricted Subsidiary shall upon such designation execute and deliver to the Trustee a supplemental trust deed to the Trust Deed by which such Restricted Subsidiary shall become a Subsidiary Guarantor. (m) Government Approvals and Licences; Compliance with Law The Issuer will, and will cause each Restricted Subsidiary to, (1) obtain and maintain in full force and effect all governmental approvals, authorisations, consents, permits, concessions and licences as are necessary to engage in the Permitted Businesses, (2) preserve and maintain good and valid title to its properties and assets (including land use rights) free and clear of any Liens other than Permitted Liens and (3) comply with all laws, regulations, orders, judgments and decrees of any governmental body, except to the extent that failure so to obtain, maintain, preserve and comply would not reasonably be expected to have a material adverse effect on (a) the business, results of operations or prospects of the Issuer and its Restricted Subsidiaries taken as a whole or (b) the ability of the Issuer or any Subsidiary Guarantor to perform its obligations under the Notes, the relevant Subsidiary Guarantee or these Conditions and the Trust Deed. ( n) Provision of Financial Information and Reports (1) So long as any of the Notes remain outstanding, the Issuer will deliver to the Trustee: (i) (ii) (iii) as soon as they are available, but in any event within 120 calendar days after the end of the fi scal year of the Issuer, copies of its fi nancial statements (on a consolidated basis) in respect of such fi nancial year (including a statement of income, balance sheet and cash fl ow statement) audited by a member fi rm of an internationally recognised fi rm of independent accountants; as soon as they are available, but in any event within 60 calendar days after the end of the second fi nancial quarter of the Issuer, copies of its fi nancial statements (on a consolidated basis) in respect of such half-year period (including a statement of income, balance sheet and cash fl ow statement) reviewed by a member fi rm of an internationally recognised fi rm of independent accountants; and as soon as they are available, but in any event within 60 calendar days after the end of each of the fi rst and third fi nancial quarter of the Issuer, copies of its unaudited fi nancial statement (on a consolidated basis), including a statement of income, balance sheet and cash fl ow statement, prepared on a basis consistent with the audited fi nancial statements of the Issuer together with a certifi cate in English signed by an Authorised Signatory on behalf of the Issuer to the effect that such fi nancial statements are true in all material respects and present fairly the fi nancial position of the Issuer as at the end of, and the results of its operations for, the relevant quarterly period. (2) In addition, so long as any of the Notes remain outstanding, the Issuer will provide to the Trustee (i) at the same time as the fi nancial statements referred to in Condition 4( n)(1)(i) are delivered to the Trustee (but in any event within 120 days after the end of each fi scal year), an Offi cers Certifi cate stating the Fixed Charge Coverage Ratio with respect to the two most recent fi scal semi-annual periods and showing in reasonable detail the calculation of the Fixed Charge Coverage Ratio, including the arithmetic computations of each component of the Fixed Charge Coverage Ratio, with a certifi cate in English from the Issuer s external auditors verifying the accuracy and correctness of the calculation and arithmetic computation; and (ii) as soon as possible and in any event within 30 days after the Issuer becomes aware or should reasonably have become aware of the occurrence of a Default, an Offi cers Certifi cate setting forth the details of the Default, and the action which the Issuer proposes to take with respect thereto. 81

96 ( o) Payment of Stamp Duties and Other Taxes The Issuer will pay any present or future stamp, court or documentary taxes, or any other excise or property taxes, charges or similar levies which arise under the laws of the jurisdiction of incorporation of the Issuer and/or the Subsidiary Guarantors, Singapore, Hong Kong, the United Kingdom, Belgium, Luxembourg and any other relevant tax jurisdiction from the execution, delivery or registration of the Notes or any other document or instrument referred to in these Conditions. ( p) Suspension of Certain Covenants If, on any date following the date of the Trust Deed, the Notes have a rating of Investment Grade from both of the Rating Agencies and no Default has occurred and is continuing (a Suspension Event ), then, beginning on that day and continuing until such time, if any, at which the Notes cease to have a rating of Investment Grade from either of the Rating Agencies, the following Conditions will be suspended: (1) Condition 4(a); (2) Condition 4(b); (3) Condition 4(c); (4) Condition 4(d); (5) Condition 4(g); (6) Condition 4(h); and (7) Condition 4(j). During any period that the foregoing covenants have been suspended, the Board of Directors may not designate any of the Restricted Subsidiaries as Unrestricted Subsidiaries pursuant to the covenant summarised under Condition 4(l). Such covenants will be reinstated and apply according to their terms as of and from the fi rst day on which a Suspension Event ceases to be in effect. Such covenants will not, however, be of any effect with regard to actions of the Issuer or any Restricted Subsidiary properly taken in compliance with the provisions of the Notes and the Trust Deed during the continuance of the Suspension Event, and following reinstatement the calculations under Condition 4(b) will be made as if such covenant had been in effect since the date of the Trust Deed except that no Default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant was suspended. There can be no assurance that the Notes will ever achieve a rating of Investment Grade or that any such rating will be maintained. ( q) Defeasance The Trust Deed will provide that the Issuer will be deemed to have paid and will be discharged from any and all obligations in respect of the Notes on the 366 th day after the deposit referred to below, and the provisions of the Trust Deed will no longer be in effect with respect to the Notes (except for certain obligations to register the transfer or exchange of the Notes, to replace stolen, lost or mutilated Notes, to maintain paying agents and to hold monies for payment in trust and other matters described in the Trust Deed) if, among other things: 82

97 (1) the Issuer (i) has deposited with the Trustee, in trust, money and/or US Government Obligations that through the payment of interest and principal in respect thereof in accordance with their terms will provide money in an amount suffi cient to pay the principal of, premium, if any, and accrued interest on the Notes on the Stated Maturity of such payments in accordance with the terms of the Trust Deed and the Notes and (ii) delivers to the Trustee an Opinion of Counsel or a certifi cate in English of an internationally-recognised fi rm of independent accountants, in each case, acceptable to the Trustee, to the effect that the amount deposited by the Issuer is suffi cient to provide payment for the principal of, premium, if any, and accrued interest on, the Notes on the Stated Maturity of such payments in accordance with the terms of the Trust Deed and the Conditions; (2) the Issuer has delivered to the Trustee in form and substance acceptable to the Trustee (i) either (A) an Opinion of Counsel of recognised international standing acceptable to the Trustee with respect to US federal income tax matters which is based on a change in applicable US federal income tax law occurring after the Original Issue Date to the effect that benefi cial owners will not recognise income, gain or loss for US federal income tax purposes as a result of the Issuer s exercise of its option under this Condition 4( q) and will be subject to US federal income tax on the same amount and in the same manner and at the same time as would have been the case if such deposit, defeasance and discharge had not occurred or (B) a ruling directed to the Trustee received from the US Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (ii) an Opinion of Counsel of recognised international standing acceptable to the Trustee to the effect that the creation of the defeasance trust does not violate the US Investment Company Act of 1940, as amended, and after the passage of 183 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the United States Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; and (3) immediately after giving effect to such deposit on a pro forma basis, no Default shall have occurred and be continuing on the date of such deposit or during the period ending on the 183 rd day after the date of such deposit, and such defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Issuer or any of its Restricted Subsidiaries is a party or by which the Issuer or any of its Restricted Subsidiaries is bound. In the case of either discharge or defeasance, the obligations of the Subsidiary Guarantees insofar as they relate to payments under the Notes, will terminate. For the avoidance of doubt, the provisions of the Trust Deed relating to the appointment of the Trustee, the rights, powers, authorities and discretions of the Trustee, the remuneration and indemnifi cation of the Trustee and provisions therein for the protection of the Trustee and/or limiting the obligations and/or liability of the Trustee shall remain in full force and effect notwithstanding any such deposit or defeasance as aforesaid. The Trust Deed further provides that: (A) the provisions of the Trust Deed will no longer be in effect with respect to: (i) (ii) Conditions 4(i)(1)(iv), 4(i)(1)(v) and 4(i)(1)(vi); all of the covenants under Condition 4, other than those paragraphs of Condition 4(i) noted in this Condition 4( q) and other than the covenants under Conditions 4(m) and 4( o), and (B) (i) Condition 10(c), with respect to Conditions 4(i)(1)(iv) and 4(i)(1)(v) and the other events set forth in Condition 10(c); (ii) (iii) Condition 10(d), with respect to the covenants and agreements referred to therein; and Conditions 10(e) and 10(f), 83

98 shall be deemed not to be Events of Default, upon, among other things, the deposit with the Trustee, in trust, of money, US Government Obligations or a combination thereof that through the payment of interest and principal in respect thereof in accordance with their terms will provide money in an amount suffi cient to pay the principal of, premium, if any, and accrued interest on the Notes on the Stated Maturity of such payments in accordance with the terms of the Trust Deed and the Notes, the satisfaction of the provisions described in Condition 4( q)(2)(ii) and the delivery by the Issuer to the Trustee, in form and substance satisfactory to the Trustee, of an Opinion of Counsel of recognised standing acceptable to the Trustee with respect to US federal income tax matters to the effect that benefi cial owners will not recognise income, gain or loss for US federal income tax purposes as a result of such deposit and defeasance of certain covenants and Events of Default and will be subject to US federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred. In the event the Issuer exercises its option to omit compliance with certain covenants and provisions of the Trust Deed with respect to the Notes as described in the immediately preceding paragraph and the Notes are declared due and payable because of the occurrence of an Event of Default, the Issuer will remain liable for any amounts due on the Notes at the time of the acceleration resulting from such Event of Default. ( r) Certain Definitions Set forth below are defi ned terms used in this Condition 4. Reference is made to the Trust Deed for other capitalised terms used in these Conditions for which no defi nition is provided: Acquired Indebtedness means Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary or Indebtedness of a Restricted Subsidiary assumed in connection with an Asset Acquisition by such Restricted Subsidiary, whether or not Incurred in connection with, or in contemplation of, the Person merging with or into or becoming a Restricted Subsidiary; Additional Notes means the additional Notes to be issued from time to time by the Issuer subject to certain limitations described in Condition 14; Affiliate means, with respect to any Person, any other Person (a) directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person, (b) who is a director or offi cer of such Person or any Subsidiary of such Person or of any Person referred to in paragraph (a) of this defi nition or (c) who is a spouse or any person cohabiting as a spouse, child or step-child, parent or step-parent, brother, sister, stepbrother or step-sister, parent-in-law, brother-in-law, sister-in-law, grandchild, grandparent, uncle, aunt, nephew or niece of a Person described in paragraph (a) or (b) of this defi nition. For purposes of this defi nition, control (including, with correlative meanings, the terms controlling, controlled by and under common control with ), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; Asset Acquisition means (a) an Investment by the Issuer or any of its Restricted Subsidiaries in any other Person pursuant to which such Person shall become a Restricted Subsidiary or shall be merged into or consolidated with the Issuer or any of its Restricted Subsidiaries, or (b) an acquisition by the Issuer or any of its Restricted Subsidiaries of the property and assets of any Person other than the Issuer or any of its Restricted Subsidiaries that constitute substantially all of a division or line of business of such Person; Asset Disposition means the sale or other disposition by the Issuer or any of its Restricted Subsidiaries (other than to the Issuer or another Restricted Subsidiary) of (a) all or substantially all of the Capital Stock of any Restricted Subsidiary or (b) all or substantially all of the assets that constitute a division or line of business of the Issuer or any of its Restricted Subsidiaries; 84

99 Asset Sale means any sale, transfer or other disposition (including by way of merger, consolidation or Sale and Leaseback Transaction) of any of its property or assets (including Capital Stock of a Restricted Subsidiary) in one transaction or a series of related transactions by the Issuer or any of its Restricted Subsidiaries to any Person other than the Issuer or any Restricted Subsidiary; provided, however, that Asset Sale shall not include: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) sales, transfers or other dispositions of inventory, receivables and other current assets in the ordinary course of business; sales, transfers or other dispositions of assets constituting a Permitted Investment or Restricted Payment permitted to be made under Condition 4(b); sales, transfers or other dispositions of assets with a Fair Market Value not in excess of U.S.$10.0 million (or its equivalent in other currency or currencies) in any transaction or series of related transactions; any sale, transfer, assignment or other disposition of any property, or equipment that has become damaged, worn out, obsolete or otherwise unsuitable for use in connection with the business of the Issuer or its Restricted Subsidiaries; any transfer, assignment or other disposition deemed to occur in connection with creating or granting any Permitted Lien; a transaction covered by Condition 4(i); any sale, transfer or other disposition by the Issuer or any of its Restricted Subsidiaries, including the sale or issuance by the Issuer or any Restricted Subsidiary of any Capital Stock of any Restricted Subsidiary, to the Issuer or any Restricted Subsidiary; sales, transfers or other dispositions of cash or of Temporary Cash Investments; licen ces, sub-licen ces, leases or subleases of tangible property, in each case, in the ordinary course of business; the sale or discount (with or without recourse, and on customary or commercially reasonable terms) of accounts receivable or notes receivable arising in the ordinary course of business, or the conversion or exchange of accounts receivable for notes receivable; any surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind; an issuance or sale by a Restricted Subsidiary of Preferred Stock that is permitted by Condition 4(a); the lapse or abandonment of intellectual property rights in the ordinary course of business, which in the reasonable good faith determination of the Issuer are not material to the conduct of the business of the Issuer and its Restricted Subsidiaries taken as a whole; any disposition of property or assets of any Restricted Subsidiary that is not organised, incorporated or existing under the laws of Singapore (and any Restricted Subsidiary of such Restricted Subsidiary), the Net Cash Proceeds of which the Issuer has determined in good faith that the repatriation of such Net Cash Proceeds (i) is prohibited or subject to limitations under applicable law, orders, decrees or determinations of any arbitrator, court or governmental authority or (ii) would have a material adverse tax consequence (taking into account any foreign tax credit or benefi t actually realised in connection with such repatriation); provided that when the Issuer determines in good faith that repatriation of any of such Net Cash Proceeds (i) is no 85

100 longer prohibited or subject to limitations under such applicable law, orders, decrees or determinations of any arbitrator, court or governmental authority or (ii) would no longer have a material adverse tax consequence (taking into account any foreign tax credit or benefi t actually realised in connection with such repatriation), such amount at such time shall be considered the Net Cash Proceeds in respect of an Asset Sale; or (o) sales, transfers or other dispositions of Investments in joint ventures that are not Restricted Subsidiaries entered into prior to the Original Issue Date to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding agreements; provided that any cash or Temporary Cash Equivalents received in such sale, transfer or disposition is applied in accordance with Condition 4(h). Attributable Indebtedness means, in respect of a Sale and Leaseback Transaction, the present value, discounted at the interest rate implicit in such Sale and Leaseback Transaction, of the total obligations of the lessee for rental payments during the remaining term of the lease in such Sale and Leaseback Transaction, including any period for which such lease has been extended or may, at the option of the lessor, be extended; Authorised Signatory shall have the meaning as set out in the Trust Deed; Average Life means, at any date of determination with respect to any Indebtedness, the quotient obtained by dividing (a) the sum of the products of (i) the number of years from such date of determination to the dates of each successive scheduled principal payment of such Indebtedness and (ii) the amount of such principal payment by (b) the sum of all such principal payments; Board of Directors means the board of directors elected or appointed by the stockholders of the Issuer to manage the business of the Issuer or any committee of such board duly authorised to take the action purported to be taken by such committee; Board Resolution means any resolution of the Board of Directors taking an action which it is authorised to take and adopted at a meeting duly called and held at which a quorum of disinterested members (if so required) was present and acting throughout or adopted by written resolution executed by every member of the Board of Directors; BPEA means Baring Private Equity Asia VI Holdi ng (6) Limited; Business Day means, other than in the context of Conditions 2 and 4, (a) any day which is not a Saturday, Sunday, legal holiday or other day on which banking institutions are authorised by law or governmental regulation to close in Hong Kong, London or Singapore and which is also (b) in the case of (i) Notes denominated in a currency other than euro, a day on which commercial banks and foreign exchange markets are open for general business in the principal fi nancial centre for such currency and/or (ii) Notes denominated in euro, a TARGET Business Day; Capitalised Lease means, with respect to any Person, any lease of any property (whether real, personal or mixed) which, in conformity with SFRS, is required to be capitalised on the balance sheet of such Person; Capitalised Lease Obligations means the discounted present value of the rental obligations under a Capitalised Lease; Capital Stock means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) in equity of such Person, whether outstanding on the Original Issue Date or issued thereafter, including, without limitation, all Common Stock and Preferred Stock; Commodity Hedging Agreement means any spot, forward or option, commodity price protection agreements or other similar agreement or arrangement designed to protect against fl uctuations in commodity prices; 86

101 Common Stock means, with respect to any Person, any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or nonvoting) of such Person s common stock or ordinary shares, whether or not outstanding at the date of the Trust Deed, and include, without limitation, all series and classes of such common stock or ordinary shares; Consolidated EBITDA means, for any period, Consolidated Net Income for such period plus, to the extent such amount was deducted in calculating such Consolidated Net Income: (a) (b) (c) (d) (e) Consolidated Interest Expense (other than dividends paid on Preferred Stock), income taxes (other than income taxes attributable to extraordinary and non-recurring gains (or losses) or sales of assets), depreciation expense, amortisation expense and all other non-cash items reducing Consolidated Net Income (other than non-cash items in a period which refl ect cash expenses paid or to be paid in another period), less all non-cash items increasing Consolidated Net Income, any exceptional and non-recurring charges, and the amount of cost savings and synergies projected by the Issuer in good faith to be reali sed as a result of specifi ed actions taken or to be taken within 12 months of the date of determination (which cost savings or synergies shall be calculated on a pro forma basis as though such cost savings or synergies had been realised on the fi rst day of such period), net of the amount of actual benefi ts reali sed during such period from such actions; provided that (A) such cost savings or synergies are reasonably identifi able and factually supportable as determined by the Board of Directors in good faith and (B) the aggregate amount of cost savings and synergies added pursuant to this clause (e) shall not exceed 20.0 per cent. of EBITDA (prior to giving effect to such addbacks) for any period consisting of four consecutive quarters preceding the date of determination, all as determined on a consolidated basis for the Issuer and its Restricted Subsidiaries in conformity with SFRS, provided that if any Restricted Subsidiary is not a Wholly Owned Restricted Subsidiary, Consolidated EBITDA shall be reduced (to the extent not otherwise reduced in accordance with SFRS) by an amount equal to (i) the amount of the Consolidated Net Income attributable to such Restricted Subsidiary multiplied by (ii) the percentage ownership interest in the income of such Restricted Subsidiary not owned on the last day of such period by the Issuer or any of its Restricted Subsidiaries ; Consolidated Fixed Charges means, for any period, the sum (without duplication) of (a) Consolidated Interest Expense for such period and (b) all cash and non-cash dividends paid, declared, accrued or accumulated during such period on any Disqualifi ed Stock or Preferred Stock of the Issuer or any Restricted Subsidiary held by Persons other than the Issuer or any Wholly Owned Restricted Subsidiary, except for dividends payable in the Issuer s Capital Stock (other than Disqualifi ed Stock) or paid to the Issuer or to a Wholly Owned Restricted Subsidiary; Consolidated Interest Expense means, for any period, the amount that would be included in net interest expense on a consolidated income statement prepared in accordance with SFRS for such period of the Issuer and its Restricted Subsidiaries, plus, to the extent not included in such net interest expense, and to the extent incurred, accrued or payable during such period by the Issuer and its Restricted Subsidiaries, without duplication: (a) (b) (c) amortisation of debt issuance costs and original issue discount expense and non-cash interest payments in respect of any Indebtedness; all commissions, discounts and other fees and charges with respect to letters of credit or similar instruments issued for fi nancing purposes or in respect of any Indebtedness; and the net costs associated with Hedging Obligations (including the amortisation of fees). 87

102 Consolidated Net Income means, with respect to any specifi ed Person for any period, the aggregate net income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in conformity with SFRS; provided that the following items shall be excluded in computing Consolidated Net Income (without duplication): (a) the net income (or loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting except that: (i) (ii) subject to the exclusion contained in paragraph (e) below of this defi nition, the Issuer s equity in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the Issuer or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to a Restricted Subsidiary, to the limitations contained in paragraph (c) below of this defi nition); and the Issuer s equity in a net loss of any such Person for such period shall be included in determining such Consolidated Net Income to the extent funded with cash or other assets of the Issuer or Restricted Subsidiaries; (b) (c) (d) (e) (f) (g) the net income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary or is merged into or consolidated with the Issuer or any of its Restricted Subsidiaries or all or substantially all of the property and assets of such Person are acquired by the Issuer or any of its Restricted Subsidiaries; the net income (but not loss) of any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of such net income is not at the time permitted by the operation of the terms of its charter, articles of association or other similar constitutive documents, or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Restricted Subsidiary; the cumulative effect of a change in accounting principles; any net after-tax gains and losses realised on the sale or other disposition of (i) any property or assets of the Issuer or any Restricted Subsidiary which is not sold in the ordinary course of its business or (ii) any Capital Stock of any Person (including any gains by the Issuer realised on sales of Capital Stock of the Issuer or other Restricted Subsidiaries); any translation gains and losses due solely to fl uctuations in currency values and related tax effects; and any non-recurring, one-time or exceptional items; Credit Facilities means with respect to the Issuer or any Restricted Subsidiary, one or more debt facilities, or other financing arrangements (including, without limitation, commercial paper facilities with banks or other institutional lenders or investors or indentures) providing for revolving credit loans, term loans, letters of credit or other longterm indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that Refi nance any part of the loans, notes or other securities, other credit facilities or commitments thereunder, including any such Refi nancing facility, trust deed or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Condition 4(a) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders or investors); 88

103 Currency Agreement means any foreign exchange contract, currency swap agreement, currency option agreement or other similar agreement or arrangement designed to protect against fl uctuations in foreign exchange rates; Default means any event that is, or after notice or passage of time or both would be, an Event of Default; Disqualified Stock means any class or series of Capital Stock of any Person that by its terms or otherwise is (a) required to be redeemed prior to the date that is 366 days after the Stated Maturity of the Notes, (b) redeemable at the option of the holder of such class or series of Capital Stock at any time prior to the date that is 366 days after the Stated Maturity of the Notes or (c) convertible into or exchangeable for Capital Stock referred to in paragraph (a) or (b) above of this defi nition or Indebtedness having a scheduled maturity prior to the date that is 366 days after the Stated Maturity of the Notes; provided that any Capital Stock that would not constitute Disqualifi ed Stock but for provisions thereof giving holders thereof the right to require such Person to repurchase or redeem such Capital Stock upon the occurrence of an asset sale or change of control occurring prior to the Stated Maturity of the Notes shall not constitute Disqualifi ed Stock if the asset sale or change of control provisions applicable to such Capital Stock are no more favourable to the holders of such Capital Stock than the provisions contained in Condition 4(h) and Condition 6(d) and such Capital Stock specifi cally provides that such Person will not repurchase or redeem any such stock pursuant to such provision prior to the Issuer s repurchase of the Notes as are required to be repurchased pursuant to Condition 4(h) and Condition 6(d); Equity Interest means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock; Event of Default means each of the events set out in Condition 10; Exchange Act means the US Securities Exchange Act of 1934, as amended; Excluded Contribution means net cash proceeds, marketable securities or Qualifi ed Proceeds received by the Issuer from (1) contributions to its common equity capital; or (2) the sale (other than to a Subsidiary of the Issuer or to any management equity plan or stock option plan or any other management or employee benefi t plan or agreement of the Issuer) of Capital Stock (other than Disqualifi ed Stock) of the Issuer, in each case, designated as Excluded Contributions pursuant to an Offi cer s Certifi cate, which are excluded from the calculation set forth in Condition 4(b)(iii)(B); Fair Market Value means the price that would be paid in an arm s length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy, as determined in good faith by the Board of Directors, whose determination shall be conclusive if evidenced by a Board Resolution; Fitch means Fitch Ratings Inc. and its affi liates; Fixed Charge Coverage Ratio means, on any Transaction Date, the ratio of (1) the aggregate amount of Consolidated EBITDA for the then most recent four fi scal quarterly periods prior to such Transaction Date for which consolidated fi nancial statements of the Issuer (which the Issuer shall use its best efforts to compile in a timely manner) are available and have been provided to the Trustee (which may be internal consolidated fi nancial statements) (the Four Quarter Period ) to (2) the aggregate Consolidated Fixed Charges during such Four Quarter Period. In making the foregoing calculation: (i) pro forma effect shall be given to any Indebtedness or Preferred Stock Incurred, repaid or redeemed during the period (the Reference Period ) commencing on and including the fi rst day of the Four Quarter Period and ending on and including the Transaction Date (other than Indebtedness Incurred or repaid under a revolving credit or similar arrangement in effect on the last day of such Four Quarter Period), 89

104 in each case as if such Indebtedness or Preferred Stock had been Incurred, repaid or redeemed on the fi rst day of such Reference Period; provided that, in the event of any such repayment or redemption, Consolidated EBITDA for such period shall be calculated as if the Issuer or such Restricted Subsidiary had not earned any interest income actually earned during such period in respect of the funds used to repay or redeem such Indebtedness or Preferred Stock; (ii) (iii) (iv) (v) Consolidated Interest Expense attributable to interest on any Indebtedness (whether existing or being Incurred) computed on a pro forma basis and bearing a fl oating interest rate shall be computed as if the rate in effect on the Transaction Date (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months or, if shorter, at least equal to the remaining term of such Indebtedness) had been the applicable rate for the entire period; pro forma effect shall be given to the creation, designation or redesignation of Restricted and Unrestricted Subsidiaries as if such creation, designation or redesignation had occurred on the fi rst day of such Reference Period; pro forma effect shall be given to Asset Dispositions and Asset Acquisitions (including giving pro forma effect to the application of proceeds of any Asset Disposition) that occur during such Reference Period as if they had occurred and such proceeds had been applied on the fi rst day of such Reference Period; and pro forma effect shall be given to asset dispositions and asset acquisitions (including giving pro forma effect to the application of proceeds of any asset disposition) that have been made by any Person that has become a Restricted Subsidiary or has been merged with or into the Issuer or any Restricted Subsidiary during such Reference Period and that would have constituted Asset Dispositions or Asset Acquisitions had such transactions occurred when such Person was a Restricted Subsidiary as if such asset dispositions or asset acquisitions were Asset Dispositions or Asset Acquisitions that occurred on the fi rst day of such Reference Period, provided that to the extent that either of paragraphs (iv) or (v) of this defi nition requires that pro forma effect be given to an Asset Acquisition or Asset Disposition (or asset acquisition or asset disposition), such pro forma calculation shall be based upon the four full fi scal quarterly periods immediately preceding the Transaction Date of the Person, or division or line of business of the Person, that is acquired or disposed of for which fi nancial information is available; Group means the Issuer and each of its Subsidiaries; Group Member means any member of the Group; Guarantee means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain fi nancial statement conditions or otherwise) or (b) entered into for purposes of assuring in any other manner the obligee of such Indebtedness or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. The term Guarantee used as a verb has a corresponding meaning; Hedging Obligation of any Person means the obligations of such Person pursuant to any Commodity Hedging Agreement, Currency Agreement or Interest Rate Agreement; 90

105 holder has the meaning given to it in Condition 1; Incur means, with respect to any Indebtedness or Capital Stock, to incur, create, issue, assume, Guarantee or otherwise become liable for or with respect to, or become responsible for, the payment of, contingently or otherwise, such Indebtedness or Capital Stock; provided that (a) any Indebtedness and Capital Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (or fails to meet the qualifi cations necessary to remain an Unrestricted Subsidiary) will be deemed to be Incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary and (b) the accretion of original issue discount shall not be considered an Incurrence of Indebtedness. The terms Incurrence, Incurred and Incurring have meanings correlative with the foregoing; Indebtedness means, with respect to any Person at any date of determination (without duplication): (a) (b) (c) (d) (e) (f) (g) (h) (i) all indebtedness of such Person for borrowed money; all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; all obligations of such Person in respect of letters of credit, bankers acceptances or other similar instruments (including any premium, to the extent such premium has become due and payable); all obligations of such Person to pay the deferred and unpaid purchase price of property or services, except Trade Payables; all Capitalised Lease Obligations and Attributable Indebtedness; all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided that the amount of such Indebtedness shall be the lesser of (i) the Fair Market Value of such asset at such date of determination and (ii) the amount of such Indebtedness; all Indebtedness of other Persons Guaranteed by such Person, to the extent such Indebtedness is Guaranteed by such Person; to the extent not otherwise included in this defi nition, Hedging Obligations; and all Disqualifi ed Stock issued by such Person valued at the greater of its voluntary or involuntary liquidation preference and its maximum fi xed repurchase price plus accrued dividends; The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and, with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation, provided: (i) (ii) that the amount outstanding at any time of any Indebtedness issued with original issue discount is the face amount of such Indebtedness less the remaining unamortised portion of the original issue discount of such Indebtedness at such time as determined in conformity with SFRS; that money borrowed and set aside at the time of the Incurrence of any Indebtedness in order to prefund the payment of the interest on such Indebtedness shall not be deemed to be Indebtedness so long as such money is held to secure the payment of such interest; and 91

106 (iii) that the amount of Indebtedness with respect to any Hedging Obligation shall be equal to (x) zero if Incurred pursuant to Condition 4(a)(2)(vi), or (y) the net amount payable if such Hedging Obligation terminated at that time due to default by such Person, if not Incurred under such Condition 4(a)(2)(vi); Independent Financial Advisor means a reputable licensed and qualifi ed fi nancial advisor, investment bank, appraisal firm or accounting firm of international standing, provided that such advisor or fi rm is not an Affi liate of the Issuer; Interest Rate Agreement means any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement, option or future contract or other similar agreement or arrangement designed to protect against fl uctuations in interest rates, convert a fi xed rate of interest into a fl oating rate of interest, convert a fl oating rate of interest into a different fl oating rate of interest or lower interest currently paid on Indebtedness of any Person; Investment means, with respect to any Person: (a) (b) (c) (d) (e) any direct or indirect advance, loan or other extension of credit to another Person; any capital contribution to another Person (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others); any purchase or acquisition of Capital Stock, Indebtedness, bonds, notes, debentures or other similar instruments or securities issued by another Person; any Guarantee of any obligation of another Person; or any other investments that are required by SFRS to be classifi ed on the consolidated balance sheet of the Issuer and its Restricted Subsidiaries in the same manner as the other investments included in this defi nition to the extent such transactions involve the transaction of cash or other property. Invest, Investing and Invested shall have corresponding meanings. For the purposes of the provisions of Condition 4(b) and Condition 4(l): (a) the Issuer will be deemed to have made an Investment in an Unrestricted Subsidiary in an amount equal to the Fair Market Value of the assets (net of liabilities owed to any Person other than the Issuer or a Restricted Subsidiary and that are not Guaranteed by the Issuer or a Restricted Subsidiary) of a Restricted Subsidiary that is designated an Unrestricted Subsidiary at the time of such designation, and (b) any property transferred to or from any Person shall be valued at its Fair Market Value at the time of such transfer, as determined in good faith by the Board of Directors. The acquisition by the Issuer or a Restricted Subsidiary of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Issuer or such Restricted Subsidiary in such third Person; Investment Grade means (a) a rating of AAA, AA, A or BBB, as modifi ed by a + or - indication, or an equivalent rating representing one of the four highest Rating Categories, by S&P or any of its successors or assigns, or (b) a rating of Aaa, Aa, A or Baa, as modifi ed by a 1, 2 or 3 indication, or an equivalent rating representing one of the four highest Rating Categories, by Moody s or any of its successors or assigns, or (c) a rating of AAA, AA, A or BBB, as modifi ed by a + or - indication, or an equivalent rating representing one of the four highest Rating Categories, by Fitch or any of its successors or assigns, or (d) the equivalent ratings of any internationally recognised rating agency or agencies, as the case may be, which shall have been designated by the Issuer as having been substituted for S&P, Moody s or Fitch or two or three of them, as the case may be; 92

107 Investors means BPEA and each of its Affi liates but not including, however, any portfolio companies of any of the foregoing; Lien means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof or any agreement to create any mortgage, pledge, security interest, lien, charge, easement or encumbrance of any kind), provided that in no event shall an operating lease be deemed to constitute a Lien; Moody s means Moody s Investors Service and its affi liates; Net Cash Proceeds means: (a) with respect to any Asset Sale, the proceeds of such Asset Sale in the form of cash or cash equivalents, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not interest, component thereof) when received in the form of cash or cash equivalents and proceeds from the conversion of other property received when converted to cash or cash equivalents, net of: (i) (ii) (iii) (iv) brokerage commissions and other fees and expenses (including fees and expenses of counsel and investment bankers) related to such Asset Sale; provisions for all taxes (whether or not such taxes will actually be paid or are payable) as a result of such Asset Sale without regard to the consolidated results of operations of the Issuer and its Restricted Subsidiaries, taken as a whole; payments made to repay Indebtedness or any other obligation outstanding at the time of such Asset Sale that either (x) is secured by a Lien on the property or assets sold or (y) is required to be paid as a result of such sale; and appropriate amounts to be provided by the Issuer or any Restricted Subsidiary as a reserve against any liabilities associated with such Asset Sale, including, without limitation, pension and other post-employment benefi t liabilities, liabilities related to environmental matters and liabilities under any indemnifi cation obligations associated with such Asset Sale, all as determined in conformity with SFRS; and (b) with respect to any issuance or sale of Capital Stock, the proceeds of such issuance or sale in the form of cash or cash equivalents, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not interest, component thereof) when received in the form of cash or cash equivalents and proceeds from the conversion of other property received when converted to cash or cash equivalents, net of attorneys fees, accountants fees, underwriters or placement agents fees, discounts or commissions and brokerage, consultant and other fees incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof; Noteholder has the meaning given to it in Condition 1(b) (iii); Offer to Purchase means an offer to purchase Notes by the Issuer from the holders commenced by the Issuer mailing a notice by fi rst class mail, postage prepaid, to the Trustee, the Issuing and Paying Agent, each Transfer Agent and each holder (in the case of Bearer Notes) to such address as may have been given by the holder in the relevant purchase notice or (in the case of Registered Notes) where no address has been given, to the address appearing in the relevant Register stating: (a) the Condition pursuant to which the offer is being made and that all Notes validly tendered will be accepted for payment on a pro rata basis; 93

108 (b) (c) (d) (e) (f) (g) the purchase price and the date of purchase (which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed) (the Offer to Purchase Payment Date ); that any Note not tendered will continue to accrue interest pursuant to its terms; that, unless the Issuer defaults in the payment of the purchase price, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest on and after the Offer to Purchase Payment Date; that holders electing to have a Note purchased pursuant to the Offer to Purchase will be required to surrender the Note, together with the form entitled Option of the holder to Elect Purchase on the reverse side of the Note completed, to the Issuing and Paying Agent at the address specifi ed in the notice prior to the close of business on the fi fth Business Day immediately preceding the Offer to Purchase Payment Date; that holders will be entitled to withdraw their election if the Issuing and Paying Agent receives, not later than the close of business on the third Business Day immediately preceding the Offer to Purchase Payment Date, a facsimile transmission or letter setting forth the name of such holder, the principal amount of Notes delivered for purchase and a statement that such holder is withdrawing his election to have such Notes purchased; and that holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in their specifi ed denomination and specifi ed integral multiples thereof (if applicable). On the Offer to Purchase Payment Date, the Issuer shall (i) accept for payment on a pro rata basis Notes or portions thereof tendered pursuant to an Offer to Purchase; (ii) deposit with the Issuing and Paying Agent money suffi cient to pay the purchase price of all Notes or portions thereof so accepted; and (iii) deliver, or cause to be delivered, to the Trustee all Notes or portions thereof so accepted together with an Offi cers Certifi cate specifying the Notes or portions thereof accepted for payment by the Issuer. The Issuing and Paying Agent shall promptly mail to the holders so accepted payment in an amount equal to the purchase price, and the Trustee or an authenticating agent shall promptly authenticate and mail to such holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered; provided that each Note purchased and each new Note issued shall be in their specifi ed denomination and specifi ed integral multiples thereof (if applicable). The Issuer will publicly announce the results of an Offer to Purchase as soon as practicable after the Offer to Purchase Payment Date. The Issuer will comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable, in the event that the Issuer is required to repurchase Notes pursuant to an Offer to Purchase. The Offer to Purchase is required to contain or incorporate by reference information concerning the business of the Issuer and its Subsidiaries which the Issuer in good faith believes will assist such holders to make an informed decision with respect to the Offer to Purchase, including a brief description of the events requiring the Issuer to make the Offer to Purchase, and any other information required by applicable law to be included therein. The offer is required to contain all instructions and materials necessary to enable such holders to tender Notes pursuant to the Offer to Purchase; Offering Circular means the offering circular dated 17 October 2018 (as updated and supplemented from time to time) issued by the Issuer in connection with the issue and offering of the Notes; Officers Certificate means a certifi cate in English signed by (a) two directors of the Issuer each of whom is an Authorised Signatory of the Issuer or (b) a director of the Issuer who is also an Authorised Signatory of the Issuer ; 94

109 Opinion of Counsel means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Trustee; Original Issue Date means the date on which the Notes are originally issued under the Trust Deed; Pari Passu Subsidiary Guarantee means a guarantee by any Subsidiary Guarantor of Indebtedness of the Issuer (including Additional Notes); provided that (a) the Issuer or such Subsidiary Guarantor was permitted to Incur such Indebtedness under Condition 4(a) and (b) such guarantee ranks pari passu with any outstanding Subsidiary Guarantee of such Subsidiary Guarantor; Payment Default means (a) any default in the payment of interest on any Note when the same becomes due and payable, (b) any default in the payment of principal of (or premium, if any, on) the Notes when the same becomes due and payable at maturity, upon acceleration, redemption or otherwise, (c) the failure by the Issuer to make or consummate a Change of Control Offer in the manner described under Condition 6(d), or an Offer to Purchase in the manner described under Condition 4(h) or (d) any Event of Default specifi ed in Condition 10; Permitted Business means any business which is conducted or proposed to be conducted that is the same as or related, ancillary, incidental or complementary to any of the businesses of the Issuer and its Restricted Subsidiaries (as described in the Offering Circular) on the Original Issue Date; Permitted Investment means: (a) (b) (c) (d) (e) (f) (g) (h) any Investment in the Issuer or a Restricted Subsidiary; any Investment by the Issuer or any of its Restricted Subsidiaries in a Person (including, to the extent constituting an Investment, in assets of a Person that represent substantially all of its assets or a division, business unit or product line, including research and development and related assets in respect of any product) that is engaged directly or through entities that will be Restricted Subsidiaries in a Permitted Business if, as a result of making of such Investment, (i) such Person becomes a Restricted Subsidiary or (ii) such Person, in one transaction or a series of related transactions, is amalgamated, merged or consolidated with or into or transfer or convey all or substantially all its assets (or such division, business unit or product line) to, or is liquidated into, the Issuer or a Restricted Subsidiary that is primarily engaged in a Permitted Business; Temporary Cash Investments; payroll, travel and similar advances made in the ordinary course of business to cover matters that are expected at the time of such advances ultimately to be treated as expenses in accordance with SFRS; stock, obligations or securities received in satisfaction of judgments; an Investment in an Unrestricted Subsidiary consisting solely of an Investment in another Unrestricted Subsidiary; any Investment pursuant to a Hedging Obligation entered into in the ordinary course of business (and not for speculation) and designed solely to protect the Issuer or any Restricted Subsidiary against fl uctuations in commodity prices, interest rates or foreign currency exchange rates; receivables owing to the Issuer or any Restricted Subsidiary, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; 95

110 (i) (j) (k) (l) (m) (n) (o) (p) (q) (r) Investments made by the Issuer or any Restricted Subsidiary consisting of consideration received in connection with an Asset Sale made in compliance with Condition 4(h); pledges or deposits (i) with respect to leases or utilities provided to third parties in the ordinary course of business or (ii) otherwise described in the defi nition of Permitted Liens or made in connection with Liens permitted under Condition 4(f); advances to contractors or suppliers for the acquisition of assets or consumables or services in the ordinary course of business that are recorded as deposits or prepaid expenses on the Issuer s consolidated balance sheet; deposits made in order to comply with statutory or regulatory obligations to maintain deposits for workers compensation claims and other purposes specifi ed by statute or regulation from time to time in the ordinary course of business; repurchases of Notes; Investments consisting of purchases and acquisitions of assets or services in the ordinary course of business or consistent with industry practice; Investments made in the ordinary course of business or consistent with industry practice in connection with obtaining, maintaining or renewing client contracts; Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganisation of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; Investments by the Issuer or any Restricted Subsidiary in Unrestricted Subsidiaries, the acquisition of minority interests or joint ventures, taken together with all other Investments made by the Issuer or any Restricted Subsidiary pursuant to this paragraph (q) that are at that time outstanding, not to exceed the greater of (a) U.S.$50.0 million (or its equivalent in other currency or currencies) and (b) 5.0 per cent. of Total Assets (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided that any such Investments, acquisition of minority interests or joint ventures made pursuant to this paragraph (q) must be in or made pursuant to a Permitted Business; and additional Investments having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this paragraph (r) that are at that time outstanding, not to exceed the greater of (a) US$35.0 million (or its equivalent in other currency or currencies) and (b) 3.5 per cent. of Total Assets at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value). For purposes of determining compliance with this defi nition, (A) an Investment need not be incurred solely by reference to one category of Permitted Investments described in this defi nition but is permitted to be incurred in part under any combination thereof and of any other available exemption and (B) in the event that an Investment (or any portion thereof) meets the criteria of one or more of the categories of Permitted Investments, the Issuer will, in its sole discretion, classify or reclassify such Investment (or any portion thereof) in any manner that complies with this defi nition and Condition 4(b). Permitted Liens means: (a) Liens for taxes, assessments, governmental charges or claims that are being contested in good faith by appropriate legal or administrative proceedings promptly instituted and diligently conducted and for which a reserve or other appropriate provision, if any, as shall be required in conformity with SFRS shall have been made; 96

111 (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) statutory and common law Liens of landlords and carriers, warehousemen, mechanics, suppliers, repairmen or other similar Liens arising in the ordinary course of business and with respect to amounts not yet delinquent or being contested in good faith by appropriate legal or administrative proceedings promptly instituted and diligently conducted and for which a reserve or other appropriate provision, if any, as shall be required in conformity with SFRS shall have been made; Liens incurred or deposits made to secure the performance of tenders, bids, leases, statutory or regulatory obligations, bankers acceptances, surety and appeal bonds, government contracts, performance and return-of-money bonds and other obligations of a similar nature incurred in the ordinary course of business (exclusive of obligations for the payment of borrowed money); leases or subleases granted to others that do not materially interfere with the ordinary course of business of the Issuer and its Restricted Subsidiaries, taken as a whole; any interest or title of a lessor in the property subject to any operating lease; Liens on property of, or on shares of Capital Stock or Indebtedness of, any Person existing at the time such Person becomes, or becomes a part of, any Restricted Subsidiary; provided that such Liens do not extend to or cover any property or assets of the Issuer or any Restricted Subsidiary other than the property or assets acquired; provided further that such Liens were not created in contemplation of or in connection with the transactions or series of transactions pursuant to which such Person became a Restricted Subsidiary; Liens in favour of the Issuer or any Restricted Subsidiary; Liens arising from the attachment or rendering of a fi nal judgment or order against the Issuer or any Restricted Subsidiary that does not give rise to an Event of Default; Liens securing reimbursement obligations with respect to letters of credit that encumber documents and other property relating to such letters of credit and the products and proceeds thereof; Liens in favour of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; Liens encumbering customary initial deposits and margin deposits, and other Liens that are within the general parameters customary in the industry and incurred in the ordinary course of business, in each case, securing Indebtedness under Hedging Obligations permitted by Condition 4(a)(2)(vi); Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business in accordance with the past practices of the Issuer and its Restricted Subsidiaries prior to the Original Issue Date; Liens existing on the Original Issue Date (including Liens securing any Permitted Indebtedness or any Indebtedness secured by such Liens); Liens securing Indebtedness which is Incurred to refi nance secured Indebtedness which is permitted to be Incurred under Condition 4(a)(2)(v); provided that such Liens do not extend to or cover any property or assets of the Issuer or any Restricted Subsidiary other than the property or assets securing the Indebtedness being refi nanced; easements, rights-of-way, municipal and zoning ordinances or other restrictions as to the use of properties in favour of governmental agencies or utility companies that do not materially adversely affect the value of such properties or materially impair the use for the purposes of which such properties are held by the Issuer or any Restricted Subsidiary; 97

112 (p) (q) (r) (s) (t) Liens (including extensions and renewals thereof) upon real or personal property acquired after the Original Issue Date; provided that (i) such Lien is created solely for the purpose of securing Indebtedness of the type described under Condition 4(a)(2) (vii) and such Lien is created prior to, at the time of or within 180 days after the later of the acquisition or the completion of development, construction or improvement of such property, (ii) the principal amount of the Indebtedness secured by such Lien does not exceed per cent. of the cost of such property, development construction or improvement and (iii) such Lien shall not extend to or cover any property or assets other than such item of property and any improvements on such item, provided that, in the case of paragraphs (ii) and iii) of this defi nition, such Lien may cover other property or assets (instead of or in addition to such item of property or improvements) and the principal amount of Indebtedness secured by such Lien may exceed per cent. of such cost if (x) such Lien is incurred in the ordinary course of business and (y) the aggregate book value of property or assets (as refl ected in the most recent available consolidated fi nancial statements of the Company (which may be internal consolidated fi nancial statements) or, if any such property or assets have been acquired since the date of such fi nancial statements, the cost of such property or assets) subject to Liens incurred pursuant to this paragraph (p) does not exceed per cent. of the aggregate principal amount of Indebtedness secured by such Liens; Liens on deposits made in order to comply with statutory obligations to maintain deposits for workers compensation claims and other purposes specifi ed by statute in the ordinary course of business and not securing Indebtedness of the Issuer or any Restricted Subsidiary; Liens on assets securing Indebtedness which is permitted to be Incurred under Conditions 4(a)(2)(vi), 4(a)(2)(vii), 4(a)(2)(xiii), 4(a)(2)(xiv), 4(a)(2)(xv), 4(a)(2)(xvi) or 4(a)(2)(xvii); Liens on property at the time the Issuer or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Issuer or any Restricted Subsidiary; provided that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition, merger or consolidation; provided further that the Liens may not extend to any property owned by the Issuer or any Restricted Subsidiary; provided, however, that individualised fi nancings of equipment provided by one lender may cross collateralised to other fi nancings of equipment provided by such lender; or other Liens securing obligations Incurred in the ordinary course of business which obligations do not, in the aggregate, exceed the greater of U.S.$25.0 million (or its equivalent in other currency or currencies) and 2.5 per cent. of Total Assets at any one time outstanding. For purposes of determining compliance with this defi nition: (i) a Lien need not be incurred solely by reference to one category of Permitted Liens described in this defi nition but are permitted to be incurred in part under any combination thereof and of any other available exemption; (ii) in the event that a Lien (or any portion thereof) meets the criteria of one or more of the categories of Permitted Liens, the Issuer shall, in its sole discretion, classify or reclassify such Lien (or any portion thereof) in any manner that complies with this defi nition; and (iii) the term Indebtedness shall be deemed to include interest on such Indebtedness. Permitted Subsidiary Indebtedness means Indebtedness of, and all Preferred Stock issued by, Restricted Subsidiaries that are not Subsidiary Guarantors, taken as a whole (but excluding the amount of any Indebtedness of any Restricted Subsidiary permitted under Conditions 4(a)(2)(iv), 4(a)(2)(vi) and 4(a)(2)(vii)), provided that, on the date of the Incurrence of such Indebtedness or issuance of such Preferred Stock, as the case may be, and after giving effect thereto and the application of the proceeds thereof, the aggregate principal amount outstanding of all such Indebtedness and Preferred Stock does not exceed an amount equal to 15.0 per cent. of the Total Assets at any one time outstanding; 98

113 Person means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organisation, government or any agency or political subdivision thereof or any other entity; Preferred Stock as applied to the Capital Stock of any Person means Capital Stock of any class or classes that by its term is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over any other class of Capital Stock of such Person; Public Indebtedness means any bonds, debentures, notes or similar debt securities issued in a public offering or a private placement (other than the Notes) to institutional investors; Qualified Proceeds means assets that are used or useful in, or Capital Stock of any Person engaged in, a Permitted Business. Rating Agency or Rating Agencies (a) S&P, (b) Moody s, (c) Fitch or d) if S&P, Moody s or Fitch, two of the three of them or all three of them shall not make a rating of the Notes publicly available, one or more internationally recognised Certifi cates rating agency or agencies, as the case may be, selected by the Obligor, which shall be substituted for S&P, Moody s or Fitch, two of the three of them or all three of them, as the case may be; Rating Category means (a) with respect to S&P, any of the following categories: AAA, AA, A, BBB, BB, B, CCC, CC, C and D (or equivalent successor categories); (b) with respect to Moody s, any of the following categories: Aaa, Aa, A, Baa, Ba, B, Caa, Ca, C and D (or equivalent successor categories); (c) with respect to Fitch, any of the following categories: AAA, AA, A, BBB, BB, B, CCC, CC, C and D (or equivalent successor categories); and (d) the equivalent of any such category of S&P, Moody s or Fitch used by another Rating Agency. In determining whether the rating of the Certifi cates has decreased by one or more gradations, gradations within Rating Categories ( + and - for S&P; 1, 2 and 3 for Moody s; + and - for Fitch; or the equivalent gradations for another Rating Agency) shall be taken into account (e.g., with respect to S&P, a decline in a rating from BB+ to BB, as well as from BB- to B+, will constitute a decrease of one gradation).; Refinance means, in respect of any Indebtedness, Disqualifi ed Stock or Preferred Stock, to refi nance, extend, renew, refund, repay, prepay, purchase, redeem, defease or retire, or to issue other Indebtedness, Disqualifi ed Stock or Preferred Stock in exchange or replacement for, such Indebtedness, Disqualifi ed Stock or Preferred Stock, in whole or in part. Refinanced and Refinancing shall have corresponding meanings; Replacement Assets means, on any date, property or assets (other than current assets) of a nature or type or that are used in a Permitted Business and for the purposes of Condition 4(h)(2) shall include Capital Stock of any Person holding such property or assets, which is primarily engaged in a Permitted Business and will upon the acquisition by the Issuer or any of its Restricted Subsidiaries of such Capital Stock, become a Restricted Subsidiary; Restricted Subsidiary means any Subsidiary of the Issuer other than an Unrestricted Subsidiary; S&P means Standard & Poor s Ratings Group, a division of The McGraw-Hill Companies, and its affi liates; Sale and Leaseback Transaction means any direct or indirect arrangement relating to property (whether real, personal or mixed), now owned or hereafter acquired whereby the Issuer or any Restricted Subsidiary transfers such property to another Person and the Issuer or any Restricted Subsidiary leases it from such Person; 99

114 Senior Facilities Agreement means the Facilities Agreement dated 16 March 2016 by and between Slater Pte Limited and the Mandated Lead Arrangers and Bookrunners, Agent and Security Agent named therein; Senior Indebtedness of the Issuer or any Restricted Subsidiary, as the case may be, means all Indebtedness of the Issuer or such Restricted Subsidiary, as relevant, whether outstanding on the Original Issue Date or thereafter created, except for Indebtedness which, in the instrument creating or evidencing the same, is expressly stated to be subordinated in right of payment to the Notes or, in respect of any Restricted Subsidiary that is a Subsidiary Guarantor, its Subsidiary Guarantee; provided that Senior Indebtedness does not include (a) any obligation to the Issuer or any Restricted Subsidiary, (b) trade payables or (c) Indebtedness Incurred in violation of the Trust Deed; SFRS means Singapore Financial Reporting Standards and Interpretations of Financial Reporting Standards issued by the Accounting Standards Council and in effect from time to time or any variation thereof with which the Issuer or its Restricted Subsidiaries are, or may be, required to comply. All ratios and computations contained or referred to in these Conditions shall be computed in conformity with SFRS applied on a consistent basis, provided that at any date after the Original Issue Date the Issuer may make an irrevocable election to establish that SFRS shall mean SFRS as in effect on a date that is on or prior to the date of such election (other than with respect to Condition 4( n)). The Issuer shall give written notice of any such election to the Trustee. Notwithstanding the foregoing, the impact of FRS 16 (Leases) and any successor standard thereto shall be disregarded with respect to all ratios, calculations, baskets and determinations based upon SFRS to be calculated or made, as the case may be, pursuant to these Conditions and (without limitation) any lease, concession or license of property that would be considered an operating lease under SFRS as of the Original Issue Date and any guarantee given by the Issuer or any Restricted Subsidiary in the ordinary course of business solely in connection with, and in respect of, the obligations of the Issuer or any Restricted Subsidiary under any such operating lease shall be accounted for in accordance with SFRS as in the effect on the Original Issue Date. Stated Maturity means, (a) with respect to any Indebtedness, the date specifi ed in such debt security as the fi xed date on which the fi nal instalment of principal of such Indebtedness is due and payable as set forth in the documentation governing such Indebtedness and (b) with respect to any scheduled instalment of principal of or interest on any Indebtedness, the date specifi ed as the fi xed date on which such instalment is due and payable as set forth in the documentation governing such Indebtedness; Subordinated Indebtedness means any Indebtedness of the Issuer or any Subsidiary Guarantor which is contractually subordinated or junior in right of payment to the Notes or any Subsidiary Guarantee, as applicable, pursuant to a written agreement to such effect; Subsidiary means, with respect to any Person, any corporation, association or other business entity (a) of which more than 50.0 per cent. of the voting power of the outstanding Voting Stock is owned, directly or indirectly, by such Person and one or more other Subsidiaries of such Person; or (b) of which 50.0 per cent. of the voting power of the outstanding Voting Stock is owned, directly or indirectly, by such Person and one or more other Subsidiaries of such Person and in each case which is controlled and consolidated by such Person in accordance with SFRS; provided, however, that with respect to paragraph (b) of this defi nition the occurrence of any event as a result of which such corporation, association or other business entity ceases to be controlled by such Person under SFRS and to constitute a Subsidiary of such Person shall be deemed to be a designation of such corporation, association or other business entity as an Unrestricted Subsidiary by such Person and be subject to the requirements under the fi rst paragraph of Condition 4(l); Subsidiary Guarantee means any Guarantee of the obligations of the Issuer under the Trust Deed and the Notes by any Subsidiary Guarantor; 100

115 Subsidiary Guarantor means any initial Subsidiary Guarantor named herein and any other Restricted Subsidiary which is required to guarantee the payment of the Notes pursuant to the Trust Deed and the Notes; provided that Subsidiary Guarantor will not include any Person whose Subsidiary Guarantee has been released in accordance with the Trust Deed and the Notes; TARGET Business Day means a day on which the TARGET System is operating; Temporary Cash Investment means any of the following: (a) (b) (c) (d) (e) (f) (g) direct obligations of the United States of America, any state of the European Economic Area, Singapore and Hong Kong or any agency of any of the foregoing or obligations fully and unconditionally Guaranteed by the United States of America, any state of the European Economic Area, Singapore and Hong Kong or any agency of any of the foregoing, in each case maturing within one year; time deposit accounts, certifi cates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company which is organised under the laws of the United States of America, any state thereof, any state of the European Economic Area, Singapore or Hong Kong, and which bank or trust company has capital, surplus and undivided profi ts aggregating in excess of U.S.$100.0 million (or its equivalent in other currency or currencies) and has outstanding debt which is rated A (or such similar equivalent rating) or higher by at least one nationally recognised statistical rating organisation (as defi ned in Rule 436 under the Securities Act) or any money market fund sponsored by a registered broker dealer or mutual fund distributor; repurchase obligations with a term of not more than 30 days for underlying securities of the types described in paragraph (a) above of this defi nition entered into with a bank or trust company meeting the qualifi cations described in paragraph (b) above of this defi nition; commercial paper, maturing not more than 180 days after the date of acquisition thereof, issued by a corporation (other than an Affi liate of the Issuer) organised and in existence under the laws of the United States of America, any state thereof, or any foreign country recognised by the United States of America with a rating at the time as of which any investment therein is made of P-1 (or higher) according to Moody s or A-1 (or higher) according to S&P or Fitch; securities maturing within one year of the date of acquisition thereof, issued or fully and unconditionally Guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least A by S&P, Moody s or Fiitch; any money market fund that has at least 95.0 per cent. of its assets continuously invested in investments of the types described in paragraph (a) through (e) above of this defi nition; and time deposit accounts, certifi cates of deposit and money market deposits with (i) Bank of China, BNP Paribas, DBS Bank Ltd., Industrial and Commercial Bank of China, The Hongkong and Shanghai Banking Corporation Limited, Standard Chartered Bank, Standard Chartered Bank (Singapore) Limited and Overseas Bank Limited, (ii) any other bank or trust company organised under the laws of Singapore whose long-term debt is rated as high or higher than any of those banks listed in sub-paragraph (i) of this paragraph (g) or (iii) any other bank organised under the laws of Singapore, provided that, in the case of sub-paragraph (iii) of this paragraph (g), such deposits do not exceed U.S.$20.0 million (or its equivalent in other currency or currencies) with any single bank or U.S.$ 20.0 million (or its equivalent in other currency or currencies) in the aggregate on any date of determination; 101

116 Total Assets means, as of any date, the total consolidated assets of the Issuer and its Restricted Subsidiaries measured in accordance with SFRS as of the last day of the most recent semi-annual period for which consolidated fi nancial statements of the Issuer (which the Issuer shall use its best efforts to compile on a timely manner) are available (which may be internal consolidated fi nancial statements); provided that only with respect to Condition 4(a)(2) and the defi nition of Permitted Subsidiary Indebtedness, Total Assets shall be calculated after giving pro forma effect to include the cumulative value of all of the real or personal property or equipment the acquisition, development, construction or improvement of which requires or required the Incurrence of Indebtedness and calculation of Total Assets thereunder in each case as of such date, as measured by the purchase price or cost therefor or budgeted cost provided in good faith by the Issuer or any of its Restricted Subsidiaries to the bank or other similar fi nancial institutional lender providing such Indebtedness; Trade Payables means, with respect to any Person, any accounts payable or any other indebtedness or monetary obligation to trade creditors created, assumed or Guaranteed by such Person or any of its Subsidiaries arising in the ordinary course of business in connection with the acquisition of goods or services and payable within 90 days; Transaction Date means, with respect to the Incurrence of any Indebtedness, the date such Indebtedness is to be Incurred and, with respect to any Restricted Payment, the date such Restricted Payment is to be made; Unrestricted Subsidiary means (a) any Subsidiary of the Issuer that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors in the manner provided herein; and (b) any Subsidiary of an Unrestricted Subsidiary; US Government Obligations means securities that are (a) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally Guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof at any time prior to the Stated Maturity of the Notes, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such US Government Obligation or a specifi c payment of interest on or principal of any such US Government Obligation held by such custodian for the account of the holder of a depository receipt; provided that (except as required by law) such custodian is not authorised to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the US Government Obligation or the specifi c payment of interest on or principal of the US Government Obligation evidenced by such depository receipt; Voting Stock means, with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person; and Wholly Owned means, with respect to any Subsidiary of any Person, the ownership of all of the outstanding Capital Stock of such Subsidiary (other than any director s qualifying shares or Investments by foreign nationals mandated by applicable law) by such Person or one or more Wholly Owned Subsidiaries of such Person. 5. (I) Interest on Fixed Rate Notes (a) Interest Rate and Accrual Each Fixed Rate Note bears interest on its Calculation Amount (as defi ned in Condition 5(II)(d)) from the Interest Commencement Date (as defi ned in Condition 5(II)(d)) in respect thereof and as shown on the face of such Note at the rate per annum (expressed as a percentage) equal to the Interest Rate shown on the face of such Note payable in arrear on each interest payment date (each an Interest Payment Date ) or Interest Payment Dates shown on the face of such Note in each year and on the Maturity Date shown on the face of such Note if that date does not fall on an Interest Payment Date. 102

117 The fi rst payment of interest will be made on the Interest Payment Date next following the Interest Commencement Date (and if the Interest Commencement Date is not an Interest Payment Date, will amount to the Initial Broken Amount shown on the face of such Note), unless the Maturity Date falls before the date on which the fi rst payment of interest would otherwise be due. If the Maturity Date is not an Interest Payment Date, interest from the preceding Interest Payment Date (or from the Interest Commencement Date, as the case may be) to the Maturity Date will amount to the Final Broken Amount shown on the face of the Note. Interest will cease to accrue on each Fixed Rate Note from the due date for redemption thereof unless, upon due presentation of that Fixed Rate Note if it is a Bearer Note or, in the case of a Registered Note, the Certifi cate representing that Fixed Rate Note and subject to the provisions of the Trust Deed, payment of principal is improperly withheld or refused, in which event interest at such rate will continue to accrue (as well after as before judgment) at the rate and in the manner provided in this Condition 5(I) to the Relevant Date (as defi ned in Condition 8). (b) (II) (a) Calculations In the case of a Fixed Rate Note, interest in respect of a period of less than one year will be calculated on the Day Count Fraction specifi ed hereon. The amount of interest payable per Calculation Amount in respect of any Note shall be calculated by multiplying the product of the Interest Rate and the Calculation Amount, by the Day Count Fraction shown on the Note. Interest on Floating Rate Notes Interest Payment Dates Each Floating Rate Note bears interest on its Calculation Amount from the Interest Commencement Date in respect thereof and as shown on the face of such Note, and such interest will be payable in arrear on each interest payment date (each an Interest Payment Date ). Such Interest Payment Date(s) is/are either shown hereon as Specifi ed Interest Payment Date(s) or, if no Specifi ed Interest Payment Date(s) is/are shown hereon, Interest Payment Date shall mean each date which (save as mentioned in these Conditions) falls the number of months specifi ed as the Interest Period on the face of the Note (the Specified Number of Months ) after the preceding Interest Payment Date or, in the case of the fi rst Interest Payment Date, after the Interest Commencement Date (and which corresponds numerically with such preceding Interest Payment Date or the Interest Commencement Date, as the case may be). If any Interest Payment Date referred to in these Conditions that is specifi ed to be subject to adjustment in accordance with a Business Day Convention would otherwise fall on a day that is not a business day (as defi ned below), then if the Business Day Convention specifi ed is (1) the Floating Rate Business Day Convention, such date shall be postponed to the next day which is a business day unless it would thereby fall into the next calendar month, in which event (i) such date shall be brought forward to the immediately preceding business day and (ii) each subsequent such date shall be the last business day of the month in which such date would have fallen had it not been subject to adjustment, (2) the Following Business Day Convention, such date shall be postponed to the next day that is a business day, (3) the Modifi ed Following Business Day Convention, such date shall be postponed to the next day that is a business day unless it would thereby fall into the next calendar month, in which event such date shall be brought forward to the immediately preceding business day or (4) the Preceding Business Day Convention, such date shall be brought forward to the immediately preceding business day. The period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the fi rst Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date is herein called an Interest Period. 103

118 Interest will cease to accrue on each Floating Rate Note from the due date for redemption thereof unless, upon due presentation of that Floating Rate Note if it is a Bearer Note or, in the case of a Registered Note, the Certifi cate representing that Floating Rate Note and subject to the provisions of the Trust Deed, payment of the principal is improperly withheld or refused, in which event interest will continue to accrue (as well after as before judgment) at the rate and in the manner provided in this Condition 5(II) to the Relevant Date. (b) Rate of Interest for Floating Rate Notes: The Rate of Interest in respect of Floating Rate Notes for each Interest Period shall be determined in the manner specifi ed hereon and the provisions below relating to either ISDA Determination or Screen Rate Determination shall apply, depending upon which is specifi ed hereon. (i) ISDA Determination for Floating Rate Notes Where ISDA Determination is specifi ed hereon as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period shall be determined by the Calculation Agent as a rate equal to the relevant ISDA Rate. For the purposes of this paragraph (i), ISDA Rate for an Interest Period means a rate equal to the Floating Rate that would be determined by the Calculation Agent under a Swap Transaction under the terms of an agreement incorporating the ISDA Defi nitions and under which: (A) (B) (C) the Floating Rate Option is as specifi ed hereon; the Designated Maturity is a period specifi ed hereon; and the relevant Reset Date is the fi rst day of that Interest Period unless otherwise specifi ed hereon. For the purposes of this paragraph (i), Floating Rate, Calculation Agent, Floating Rate Option, Designated Maturity, Reset Date and Swap Transaction have the meanings given to those terms in the ISDA Defi nitions. (ii) Screen Rate Determination for Floating Rate Notes where the Reference Rate is not specifi ed as being SIBOR or SOR (A) Where Screen Rate Determination is specifi ed hereon as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will, subject as provided below, be either: (I) (II) the offered quotation; or the arithmetic mean of the offered quotations, (expressed as a percentage rate per annum) for the Reference Rate which appears or appear, as the case may be, on the Relevant Screen Page as at either a.m. (London time in the case of LIBOR or Brussels time in the case of EURIBOR or Hong Kong time in the case of HIBOR) or if, at or around that time it is notifi ed that the fi xing will be published at 2.30 p.m. (Hong Kong time), then as of 2.30 p.m. (in the case of CNH HIBOR) on the Interest Determination Date in question as determined by the Calculation Agent. If fi ve or more of such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Calculation Agent for the purpose of determining the arithmetic mean of such offered quotations. If the Reference Rate from time to time in respect of Floating Rate Notes is specifi ed hereon as being other than LIBOR, EURIBOR, HIBOR or CNH HIBOR, the Rate of Interest in respect of such Notes will be determined as provided hereon. 104

119 (B) (C) If the Relevant Screen Page is not available or if, sub-paragraph (A)(I) above applies and no such offered quotation appears on the Relevant Screen Page or if sub-paragraph (A)(II) above applies and fewer than three such offered quotations appear on the Relevant Screen Page in each case as at the time specifi ed above, subject as provided below, the Calculation Agent shall request, if the Reference Rate is LIBOR, the principal London offi ce of each of the Reference Banks or, if the Reference Rate is EURIBOR, the principal Euro-zone offi ce of each of the Reference Banks or, if the Reference Rate is HIBOR or CNH HIBOR, the principal Hong Kong offi ce of each of the Reference Banks, to provide the Calculation Agent with its offered quotation (expressed as a percentage rate per annum) for the Reference Rate if the Reference Rate is LIBOR, at approximately a.m. (London time), or if the Reference Rate is EURIBOR, at approximately a.m. (Brussels time), or if the Reference Rate is HIBOR, at approximately a.m. (Hong Kong time) or, if the Reference Rate is CNH HIBOR, at approximately a.m. (Hong Kong time) or if, at or around that time it is notifi ed that the fi xing will be published at 2.30 p.m. (Hong Kong time), then as of 2.30 p.m. on the Interest Determination Date in question. If two or more of the Reference Banks provide the Calculation Agent with such offered quotations, the Rate of Interest for such Interest Period shall be the arithmetic mean of such offered quotations as determined by the Calculation Agent; and If sub-paragraph (B) above applies and the Calculation Agent determines that fewer than two Reference Banks are providing offered quotations, subject as provided below, the Rate of Interest shall be the arithmetic mean of the rates per annum (expressed as a percentage) as communicated to (and at the request of) the Calculation Agent by the Reference Banks or any two or more of them, at which such banks were offered, if the Reference Rate is LIBOR, at approximately a.m. (London time) or, if the Reference Rate is EURIBOR, at approximately a.m. (Brussels time), or if the Reference Rate is HIBOR at approximately a.m. (Hong Kong time) or, if the Reference Rate is CNH HIBOR, at approximately a.m. (Hong Kong time) or if, at or around that time it is notifi ed that the fi xing will be published at 2.30 p.m. (Hong Kong time), then as of 2.30 p.m. on the relevant Interest Determination Date, deposits in the Relevant Currency for a period equal to that which would have been used for the Reference Rate by leading banks in, if the Reference Rate is LIBOR, the London inter-bank market or, if the Reference Rate is EURIBOR, the Eurozone inter-bank market or, if the Reference Rate is HIBOR or CNH HIBOR, the Hong Kong inter-bank market, as the case may be, or, if fewer than two of the Reference Banks provide the Calculation Agent with such offered rates, the offered rate for deposits in the Relevant Currency for a period equal to that which would have been used for the Reference Rate, or the arithmetic mean of the offered rates for deposits in the Relevant Currency for a period equal to that which would have been used for the Reference Rate, at which, if the Reference Rate is LIBOR, at approximately a.m. (London time) or, if the Reference Rate is EURIBOR, at approximately a.m. (Brussels time), or if the Reference Rate is HIBOR at approximately a.m. (Hong Kong time) or, if the Reference Rate is CNH HIBOR, at approximately a.m. (Hong Kong time) or if, at or around that time it is notifi ed that the fi xing will be published at 2.30 p.m. (Hong Kong time), then as of 2.30 p.m., on the relevant Interest Determination Date, any one or more banks (which bank or banks is or are in the opinion of the Trustee and the Issuer suitable for such purpose) informs the Calculation Agent it is quoting to leading banks in, if the Reference Rate is LIBOR, the London inter-bank market or, if the Reference Rate is EURIBOR, the Euro-zone inter-bank market or, if the Reference Rate is HIBOR or CNH HIBOR, the Hong Kong inter-bank market, as the case may be, provided that, if the Rate of Interest cannot be determined in accordance with the foregoing provisions of this paragraph (ii), the Rate of Interest shall be determined as at the last preceding Interest Determination Date (though substituting, where a different Margin or Maximum Rate of Interest or Minimum Rate of Interest is 105

120 to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin or Maximum Rate of Interest or Minimum Rate of Interest relating to the relevant Interest Period, in place of the Margin or Maximum Rate of Interest or Minimum Rate of Interest relating to that last preceding Interest Period). (iii) Screen Rate Determination for Floating Rate Notes where the Reference Rate is specifi ed as being SIBOR or SOR (A) Each Floating Rate Note where the Reference Rate is specifi ed as being SIBOR (in which case such Note will be a SIBOR Note) or SOR (in which case such Note will be a Swap Rate Note) bears interest at a fl oating rate determined by reference to a Benchmark as specifi ed hereon or in any case such other Benchmark as specifi ed hereon; (B) The Rate of Interest payable from time to time in respect of each Floating Rate Note under this Condition 5(II)(b)(iii) will be determined by the Calculation Agent on the basis of the following provisions: (I) in the case of Floating Rate Notes which are SIBOR Notes: (aa) the Calculation Agent will, at or about the Relevant Time on the relevant Interest Determination Date in respect of each Interest Period, determine the Rate of Interest for such Interest Period which shall be the offered rate for deposits in Singapore dollars for a period equal to the duration of such Interest Period which appears on the Reuters Screen ABSIRFIX1 Page under the caption ABS SIBOR FIX SIBOR AND SWAP OFFER RATES RATES AT A.M. SINGAPORE TIME and the column headed SGD SIBOR (or such other replacement page thereof or such other Relevant Screen Page); (bb) if no such rate appears on the Reuters Screen ABSIRFIX1 Page (or such other replacement page thereof or, if no rate appears, on such other Relevant Screen Page) or if Reuters Screen ABSIRFIX1 page (or such other replacement page thereof or such other Relevant Screen Page) is unavailable for any reason, the Calculation Agent will request the principal Singapore offi ces of each of the Reference Banks to provide the Calculation Agent with the rate at which deposits in Singapore dollars are offered by it at approximately the Relevant Time on the Interest Determination Date to prime banks in the Singapore inter-bank market for a period equivalent to the duration of such Interest Period commencing on such Interest Payment Date in an amount comparable to the aggregate nominal amount of the relevant Floating Rate Notes. The Rate of Interest for such Interest Period shall be the arithmetic mean (rounded up, if necessary, to the nearest four decimal places) of such offered quotations, as determined by the Calculation Agent; (cc) if on any Interest Determination Date, two but not all the Reference Banks provide the Calculation Agent with such quotations, the Rate of Interest for the relevant Interest Period shall be determined in accordance with sub-paragraph (bb) above on the basis of the quotations of those Reference Banks providing such quotations; and 106

121 (dd) if on any Interest Determination Date one only or none of the Reference Banks provides the Calculation Agent with such quotations, the Rate of Interest for the relevant Interest Period shall be the rate per annum which the Calculation Agent determines to be the arithmetic mean (rounded up, if necessary, to the nearest four decimal places) of the rates quoted by the Reference Banks or those of them (being at least two in number) to the Calculation Agent at or about the Relevant Time on such Interest Determination Date as being their cost (including the cost occasioned by or attributable to complying with reserves, liquidity, deposit or other requirements imposed on them by any relevant authority or authorities) of funding, for the relevant Interest Period, an amount equal to the aggregate nominal amount of the relevant Floating Rate Notes for such Interest Period by whatever means they determine to be most appropriate or if on such Interest Determination Date one only or none of the Reference Banks provides the Calculation Agent with such quotation, the rate per annum which the Calculation Agent determines to be arithmetic mean (rounded up, if necessary, to the nearest four decimal places) of the prime lending rates for Singapore dollars quoted by the Reference Banks at or about the Relevant Time on such Interest Determination Date; (II) in the case of Floating Rate Notes which are Swap Rate Notes: (aa) the Calculation Agent will, at or about the Relevant Time on the relevant Interest Determination Date in respect of each Interest Period, determine the Rate of Interest for such Interest Period as being the rate which appears on the Reuters Screen ABSFIX1 Page under the caption SGD SOR rates as of 11:00 hrs London Time under the column headed SGD SOR (or such replacement page thereof for the purpose of displaying the swap rates of leading reference banks) at or about the Relevant Time on such Interest Determination Date and for a period equal to the duration of such Interest Period; (bb) if on any Interest Determination Date no such rate is quoted on Reuters Screen ABSFIX1 Page (or such other replacement page as aforesaid) or Reuters Screen ABSFIX1 Page (or such other replacement page as aforesaid) is unavailable for any reason, such Calculation Agent will determine the Rate of Interest for such Interest Period as being the rate (or, if there is more than one rate which is published, the arithmetic mean of those rates (rounded up, if necessary, to the nearest four decimal places)) for a period equal to the duration of such Interest Period published by a recognised industry body where such rate is widely used (after taking into account the industry practice at that time), or by such other relevant authority as such Calculation Agent may select; and (cc) if on any Interest Determination Date such Calculation Agent is otherwise unable to determine the Rate of Interest under paragraphs (bb) and (cc) above, the Rate of Interest shall be determined by such Calculation Agent to be the rate per annum equal to the arithmetic mean (rounded up, if necessary, to four decimal places) of the rates quoted by the Reference Banks or those of them (being at least two in number) to such Calculation Agent at or about a.m. (Singapore time) on the fi rst business day following such Interest Determination Date as being their cost (including the cost occasioned by or attributable to complying with reserves, liquidity, deposit or other requirements imposed on them 107

122 by any relevant authority or authorities) of funding, for the relevant Interest Period, an amount equal to the aggregate principal amount of the relevant Floating Rate Notes for such Interest Period by whatever means they determine to be most appropriate, or if on such day one only or none of the Reference Banks provides such Calculation Agent with such quotation, the Rate of Interest for the relevant Interest Period shall be the rate per annum equal to the arithmetic mean (rounded up, if necessary, to four decimal places) of the prime lending rates for Singapore dollars quoted by the Reference Banks at or about a.m. (Singapore time) on such Interest Determination Date. (iv) (v) (vi) On the last day of each Interest Period, the Issuer will pay interest on each Floating Rate Note to which such Interest Period relates at the Rate of Interest for such Interest Period. If the Reference Rate from time to time in respect of Floating Rate Notes is specifi ed in the applicable Pricing Supplement as being other than LIBOR, EURIBOR, HIBOR, CNH HIBOR, SIBOR or SOR, the Interest Rate in respect of such Notes will be determined as provided in the applicable Pricing Supplement. For the avoidance of doubt, in the event that the Rate of Interest in relation to any Interest Period is less than zero, the Rate of Interest in relation to such Interest Period shall be equal to zero. (c) Definitions As used in these Conditions: Benchmark means the rate specifi ed as such in the applicable Pricing Supplement; business day means: (i) (ii) (iii) (iv) in the case of Notes denominated in Singapore dollars, a day (other than a Saturday, Sunday or gazetted public holiday) on which commercial banks and foreign exchange markets are open for business in Hong Kong, London or Singapore; in the case of Notes denominated in Euro, a day which is a TARGET Business Day; in the case of Notes denominated in Renminbi, (A) if cleared though Euroclear and Clearstream Luxembourg, a day (other than a Saturday or Sunday or gazetted public holiday) on which commercial banks and foreign exchange markets settle payments in Hong Kong or such other location outside the People s Republic of China as may have been agreed between the Issuer and the Issuing and Paying Agent prior to the issue of the Notes and specifi ed in the applicable Pricing Supplement and (B) if cleared through CDP, a day other than a Saturday or Sunday or gazetted public holiday) on which banks and foreign exchange markets are open for business in Singapore; and in the case of Notes denominated in a currency other than Singapore dollars, Euro and Renminbi, a day (other than a Saturday, Sunday or gazetted public holiday) on which commercial banks and foreign exchange markets are open for business in the principal fi nancial centre for that currency; Calculation Amount means the amount specifi ed as such on the face of any Note, or if no such amount is so specifi ed, the Denomination Amount of such Note as shown on the face thereof; 108

123 Day Count Fraction means, in respect of the calculation of an amount of interest on any Note for any period of time (from and including the fi rst day of such period to but excluding the last) (whether or not constituting an Interest Period, the Calculation Period ): (i) (ii) (iii) (iv) if Actual/Actual or Actual/Actual ISDA is specifi ed in the applicable Pricing Supplement, the actual number of days in the Calculation Period divided by 365 (or, if any portion of that 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); if Actual/365 (Fixed) is specifi ed in the applicable Pricing Supplement, the actual number of days in the Calculation Period divided by 365; if Actual/360 is specifi ed in the applicable Pricing Supplement, the actual number of days in the Calculation Period divided by 360; if 30/360, 360/360 or Bond Basis is specified in the applicable Pricing Supplement, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows: Day Count Fraction = [360x(Y 2 Y 1 )]+[30x(M 2 M 1 )]+(D 2 D 1 ) 360 where: Y 1 is the year, expressed as a number, in which the fi rst day of the Calculation Period falls; Y 2 is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls; M 1 is the calendar month, expressed as a number, in which the fi rst day of the Calculation Period falls; M 2 is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls; D 1 is the fi rst calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in which case D 1 will be 30; and D 2 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 D 1 is greater than 29, in which case D 2 will be 30; (v) if 30E/360 or Eurobond Basis is specifi ed in the applicable Pricing Supplement, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows: Day Count Fraction = [360x(Y 2 Y 1 )]+[30x(M 2 M 1 )]+(D 2 D 1 ) 360 where: Y 1 is the year, expressed as a number, in which the fi rst day of the Calculation Period falls; Y 2 is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls; 109

124 M 1 is the calendar month, expressed as a number, in which the fi rst day of the Calculation Period falls; M 2 is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls; D 1 is the fi rst calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in which case D 1 will be 30; and D 2 is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31, in which case D 2 will be 30; (vi) if 30E/360 (ISDA) is specifi ed in the applicable Pricing Supplement, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows: Day Count Fraction = [360x(Y 2 Y 1 )]+[30x(M 2 M 1 )]+(D 2 D 1 ) 360 where: Y 1 is the year, expressed as a number, in which the fi rst day of the Calculation Period falls; Y 2 is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls; M 1 is the calendar month, expressed as a number, in which the fi rst day of the Calculation Period falls; M 2 is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls; D 1 is the fi rst 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 D 2 is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31, in which case D2 will be 30; (vii) if Actual/Actual ICMA is specifi ed in the applicable Pricing Supplement, (A) (B) if the Calculation Period is equal to or shorter than the Determination Period during which it falls, the number of days in the Calculation Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Periods normally ending in any year; and if the Calculation Period is longer than one Determination Period, the sum of: (x) (y) the number of days in such Calculation Period falling in the Determination Period in which it begins divided by the product of (1) the number of days in such Determination Period and (2) the number of Determination Periods normally ending in any year; and the number of days in such Calculation Period falling in the next Determination Period divided by the product of (1) the number of days in such Determination Period and (2) the number of Determination Periods normally ending in any year, 110

125 where: Determination Date means the date(s) specifi ed as such in the applicable Pricing Supplement or, if none is so specifi ed, the Interest Payment Date(s); and Determination Period means the period from and including a Determination Date in any year to but excluding the next Determination Date; and Euro means the lawful currency of member states of the European Union that adopt the single currency introduced in accordance with the Treaty establishing the European Community, as amended from time to time; Euro-zone means the region comprised of member states of the European Union that adopt the single currency in accordance with the Treaty establishing the European Community, as amended; Interest Commencement Date means the Issue Date or such other date as may be specifi ed as the Interest Commencement Date on the face of such Note; Interest Determination Date means, in respect of any Interest Period, that number of business days prior thereto as is set out in the applicable Pricing Supplement or on the face of the relevant Note; ISDA Definitions means the 2006 ISDA Defi nitions, as published by the International Swaps and Derivatives Association, Inc. (as the same may be updated, amended or supplemented from time to time), unless otherwise specifi ed hereon; PRC means the People s Republic of China excluding Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan. Rate of Interest means the rate of interest payable from time to time in respect of this Note and that is either specifi ed or calculated in accordance with the provisions hereon; Reference Banks means the institutions specifi ed in the applicable Pricing Supplement or, if none, three major banks selected by the Issuer in the interbank market that is most closely connected with the Benchmark; Reference Rate means the rate specifi ed as such hereon; Relevant Currency means the currency specifi ed as such hereon or, if none is specifi ed, the currency in which the Notes are denominated; Relevant Financial Centre means, in the case of interest to be determined on an Interest Determination Date with respect to any Floating Rate Note, the fi nancial centre with which the relevant Benchmark is most closely connected or, if none is so connected, Singapore; Relevant Screen Page means such page, section, caption, column or other part of a particular information service (including, but not limited to, the Bloomberg agency and Reuters) as may be specifi ed hereon for the purpose of providing the Benchmark, or such other page, section, caption, column or other part as may replace it on that information service or on such other information service, in each case as may be nominated by the person or organisation providing or sponsoring the information appearing there for the purpose of displaying rates or prices comparable to the Benchmark; Relevant Time means, with respect to any Interest Determination Date, the local time in the Relevant Financial Centre at which it is customary to determine bid and offered rates in respect of deposits in the Relevant Currency in the inter-bank market in the Relevant Financial Centre; Renminbi means the lawful currency for the time being of the PRC; 111

126 Singapore dollars means the lawful currency for the time being of the Republic of Singapore; and TARGET System means the Trans-European Automated Real-Time Gross Settlement Express Transfer (known as TARGET2) System which was launched on 19 November 2007 or any successor thereto. (III) Zero Coupon Notes Where a Note the Interest Basis of which is specifi ed to be Zero Coupon is repayable prior to the Maturity Date and is not paid when due, the amount due and payable prior to the Maturity Date shall be the Early Redemption Amount of such Note (determined in accordance with Condition 6(h)). As from the Maturity Date, the rate of interest for any overdue principal of such a Note shall be a rate per annum (expressed as a percentage) equal to the Amortisation Yield (as defi ned in Condition 6(h)). (IV) (a) Calculations Margin, Maximum/Minimum Rates of Interest and Rounding (i) If any Margin is specifi ed hereon (either (1) generally, or (2) in relation to one or more Interest Periods), an adjustment shall be made to all Rates of Interest, in the case of (1), or the Rates of Interest for the specifi ed Interest Periods, in the case of (2), calculated in accordance with Condition 5(II) above by adding (if a positive number) or subtracting (if a negative number) the absolute value of such Margin, subject always to Condition 5(IV)(a)(ii) below. (ii) (iii) If any Maximum Rate of Interest or Minimum Rate of Interest is specifi ed hereon, then any Rate of Interest shall be subject to such maximum or minimum, as the case may be. For the purposes of any calculations required pursuant to these Conditions (unless otherwise specifi ed), (1) all percentages resulting from such calculations shall be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with halves being rounded up), (2) all fi gures shall be rounded to seven signifi cant fi gures (with halves being rounded up) and (3) all currency amounts that fall due and payable shall be rounded to the nearest unit of such currency (with halves being rounded up), save in the case of yen, which shall be rounded down to the nearest yen. For these purposes, unit means the lowest amount of such currency that is available as legal tender in the country or countries of such currency. (b) (c) Determination of Rate of Interest and Calculation of Interest Amounts The Calculation Agent will, as soon as practicable after the Relevant Time on each Interest Determination Date, determine the Rate of Interest and calculate the amount of interest payable (the Interest Amounts ) in respect of each Calculation Amount of the relevant Floating Rate Notes for the relevant Interest Period. The amount of interest payable per Calculation Amount in respect of any Floating Rate Note shall be calculated by multiplying the product of the Rate of Interest and the Calculation Amount, by the Day Count Fraction shown on the Note. The determination of any rate or amount, the obtaining of each quotation and the making of each determination or calculation by the Calculation Agent shall (in the absence of manifest error) be fi nal and binding upon all parties. Notification The Calculation Agent will cause the Rate of Interest and the Interest Amounts for each Interest Period and the relevant Interest Payment Date to be notifi ed to the Issuing and Paying Agent, the Trustee, the Issuer and the Subsidiary Guarantors as soon as possible after their determination but in no event later than the fourth business day thereafter. In the case of Floating Rate Notes, if so required by the Issuer, the Calculation Agent will also cause the Rate of Interest and the Interest Amounts for each Interest Period and the relevant Interest Payment Date to be notifi ed to Noteholders in accordance with Condition 16 as soon 112

127 as possible after their determination. The Interest Amounts and the Interest Payment Date so notifi ed may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice in the event of an extension or shortening of the Interest Period by reason of any Interest Payment Date not being a business day. If the Floating Rate Notes become due and payable under Condition 10, the Rate of Interest and Interest Amounts payable in respect of the Floating Rate Notes shall nevertheless continue to be calculated as previously in accordance with this Condition but no publication of the Rate of Interest and Interest Amounts need to be made unless the Trustee requires otherwise. (d) (e) (V) (a) Determination or Calculation by the Trustee If the Calculation Agent does not at any material time determine or calculate the Rate of Interest for an Interest Period or any Interest Amount, the Trustee may, but shall not be obliged to, do so (or may, but shall not be obliged to, appoint an agent on its behalf to do so). If it does so, the Trustee or such agent shall apply the provisions of this Condition 5, with any necessary consequential amendments, to the extent that, in its opinion, it can do so, and in all other respects, it shall do so in such manner as it shall deem fair and reasonable in all the circumstances. Any determination or calculation made by the Trustee or such agent shall be deemed to have been made by the Calculation Agent. Calculation Agent and Reference Banks The Issuer will procure that, so long as any Floating Rate Note remains outstanding, there shall at all times be three Reference Banks (or such other number as may be required) and, so long as any Floating Rate Note or Zero Coupon Note remains outstanding, there shall at all times be a Calculation Agent. If any Reference Bank (acting through its relevant offi ce) is unable or unwilling to continue to act as a Reference Bank or the Calculation Agent is unable or unwilling to act as such or if the Calculation Agent fails duly to establish the Rate of Interest for any Interest Period or to calculate the Interest Amounts, the Issuer will appoint another bank with an offi ce in the Relevant Financial Centre to act as such in its place. The Calculation Agent may not resign from its duties without a successor having been appointed as aforesaid. Benchmark Discontinuation Independent Adviser Notwithstanding the provisions above in this Condition 5, if a Benchmark Event occurs in relation to an Original Reference Rate when any Rate of Interest (or any component part thereof) remains to be determined by reference to such Original Reference Rate, then the Issuer shall use its reasonable endeavours to select and appoint (at its own cost) and consult with an Independent Adviser, as soon as reasonably practicable, with a view to the Issuer determining a Successor Rate, failing which an Alternative Rate (in accordance with Condition 5(V)(b) and, in either case, an Adjustment Spread if any (in accordance with Condition 5(V)(c)) and any Benchmark Amendments (in accordance with Condition 5(V)(d)). An Independent Adviser appointed pursuant to this Condition 5(V) shall act in good faith and in a commercially reasonable manner as an expert and (in the absence of bad faith or fraud) shall have no liability whatsoever to the Issuer, the Subsidiary Guarantors, the Trustee, the Paying Agents, the Noteholders or the Couponholders for any determination made by it or for any advice given to the Issuer in connection with any determination made by the Issuer, pursuant to this Condition 5(V). (b) Successor Rate or Alternative Rate If the Issuer, following consultation with the Independent Adviser and acting in good faith, determines that: (i) there is a Successor Rate, then such Successor Rate shall (subject to adjustment as provided in Condition 5(V)(c)) subsequently be used in place of the Original Reference Rate to determine the Rate of Interest (or the relevant component part thereof) for all future payments of interest on the Notes (subject to the operation of this Condition 5(V)); or 113

128 (ii) there is no Successor Rate but that there is an Alternative Rate, then such Alternative Rate shall (subject to adjustment as provided in Condition 5(V)(c) subsequently be used in place of the Original Reference Rate to determine the Rate of Interest (or the relevant component part thereof) for all future payments of interest on the Notes (subject to the operation of this Condition 5(V)). (c) (d) Adjustment Spread If the Issuer, following consultation with the Independent Adviser and acting in good faith, determines (i) that an Adjustment Spread is required to be applied to the Successor Rate or the Alternative Rate (as the case may be) and (ii) the quantum of, or a formula or methodology for determining, such Adjustment Spread, then such Adjustment Spread shall be applied to the Successor Rate or the Alternative Rate (as the case may be). Benchmark Adjustments If any Successor Rate, Alternative Rate or Adjustment Spread is determined in accordance with this Condition 5(V) and the Issuer, following consultation with the Independent Adviser and acting in good faith, determines (i) that amendments to these Conditions and/or the Trust Deed are necessary to ensure the proper operation of such Successor Rate, Alternative Rate and/or Adjustment Spread (such amendments, the Benchmark Amendments ) and (ii) the terms of the Benchmark Amendments, then the Issuer shall, subject to giving notice thereof in accordance with Condition 5(V)(e), without any requirement for the consent or approval of Noteholders, vary these Conditions and/or the Trust Deed to give effect to such Benchmark Amendments with effect from the date specifi ed in such notice. At the request of the Issuer, but subject to receipt by the Trustee of a certifi cate in English signed by two directors of the Issuer each of whom are also Authorised Signatories of the Issuer pursuant to Condition 5(V)(e), the Trustee shall (at the expense of the Issuer or, as the case may be, the Subsidiary Guarantors), without any requirement for the consent or approval of the Noteholders, be obliged to concur with the Issuer in effecting any Benchmark Amendments (including, inter alia, by the execution of a deed supplemental to or amending the Trust Deed), provided that the Trustee shall not be obliged so to concur if in the opinion of the Trustee doing so would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the protective provisions afforded to the Trustee in these Conditions or the Trust Deed (including, for the avoidance of doubt, any supplemental trust deed) in any way. In connection with any such variation in accordance with this Condition 5(V)(d), the Issuer shall comply with the rules of any stock exchange on which the Notes are for the time being listed or admitted to trading. (e) Notices, etc. Any Successor Rate, Alternative Rate, Adjustment Spread and the specifi c terms of any Benchmark Amendments, determined under this Condition 5(V) will be notifi ed promptly by the Issuer to the Trustee, the Calculation Agent, the Paying Agents and, in accordance with Condition 16, the Noteholders. Such notice shall be irrevocable and shall specify the effective date of the Benchmark Amendments, if any. No later than notifying the Trustee of the same, the Issuer shall deliver to the Trustee a certifi cate in English signed by two directors of the Issuer, each of whom are also Authorised Signatories of the Issuer: (i) (ii) confi rming (1) that a Benchmark Event has occurred, (2) the Successor Rate or, as the case may be, the Alternative Rate and, (3) where applicable, any Adjustment Spread and/or the specifi c terms of any Benchmark Amendments, in each case as determined in accordance with the provisions of this Condition 5(V); and certifying that the Benchmark Amendments are necessary to ensure the proper operation of such Successor Rate, Alternative Rate and/or Adjustment Spread. 114

129 The Trustee shall be entitled to rely on such certifi cate (without liability to any person) as suffi cient evidence thereof and shall not be liable to the Issuer, the Subsidiary Guarantors, the Noteholders, the Couponholders or any other person for so doing. The Successor Rate or Alternative Rate and the Adjustment Spread (if any) and the Benchmark Amendments (if any) specifi ed in such certifi cate will (in the absence of manifest error or bad faith in the determination of the Successor Rate or Alternative Rate and the Adjustment Spread (if any) and the Benchmark Amendments (if any) and without prejudice to the Trustee s ability to rely on such certifi cate as aforesaid) be binding on the Issuer, the Subsidiary Guarantors, the Trustee, the Calculation Agent, the Paying Agents and the Noteholders. (f) (g) Survival of Original Reference Rate Without prejudice to the obligations of the Issuer under Conditions 5(V)(a), 5(V)(b), 5(V) (c) and 5(V)(d), the Original Reference Rate and the fallback provisions provided for in Condition 5(V)(b) will continue to apply unless and until the Calculation Agent has been notifi ed of the Successor Rate or the Alternative Rate (as the case may be), and any Adjustment Spread and Benchmark Amendments, in accordance with Condition 5(V)(e). Definitions As used in this Condition 5(V): Adjustment Spread means either a spread (which may be positive or negative), or the formula or methodology for calculating a spread, in either case, which the Issuer, following consultation with the Independent Adviser and acting in good faith, determines is required to be applied to the Successor Rate or the Alternative Rate (as the case may be) to reduce or eliminate, to the extent reasonably practicable in the circumstances, any economic prejudice or benefi t (as the case may be) to Noteholders and Couponholders as a result of the replacement of the Original Reference Rate with the Successor Rate or the Alternative Rate (as the case may be) and is the spread, formula or methodology which: (i) (ii) (iii) in the case of a Successor Rate, is formally recommended in relation to the replacement of the Original Reference Rate with the Successor Rate by any Relevant Nominating Body; or (if no such recommendation has been made, or in the case of an Alternative Rate); the Issuer determines, following consultation with the Independent Adviser and acting in good faith, is recognised or acknowledged as being the industry standard for overthe-counter derivative transactions which reference the Original Reference Rate, where such rate has been replaced by the Successor Rate or the Alternative Rate (as the case may be); (or if the Issuer determines that no such industry standard is recognised or acknowledged); or the Issuer, in its discretion, following consultation with the Independent Adviser and acting in good faith, determines to be appropriate; Alternative Rate means an alternative benchmark or screen rate which the Issuer determines in accordance with Condition 5(V)(b) has replaced the Original Reference Rate in customary market usage in the international debt capital markets for the purposes of determining rates of interest (or the relevant component part thereof) for the same interest period and in the same Specifi ed Currency as the Notes; Benchmark Amendments has the meaning given to it in Condition 5(V)(d); Benchmark Event means: (i) the Original Reference Rate ceasing be published for a period of at least fi ve business days or ceasing to exist; or 115

130 (ii) (iii) (iv) (v) a public statement by the administrator of the Original Reference Rate that it will, by a specifi ed date within the following six months, cease publishing the Original Reference Rate permanently or indefi nitely (in circumstances where no successor administrator has been appointed that will continue publication of the Original Reference Rate); or a public statement by the supervisor of the administrator of the Original Reference Rate that the Original Reference Rate has been or will, by a specifi ed date within the following six months, be permanently or indefi nitely discontinued; or a public statement by the supervisor of the administrator of the Original Reference Rate that means the Original Reference Rate will be prohibited from being used or that its use will be subject to restrictions or adverse consequences, in each case within the following six months; or it has become unlawful for any Paying Agent, the Calculation Agent, the Issuer or any other party to calculate any payments due to be made to any Noteholder using the Original Reference Rate; Independent Adviser means an independent fi nancial institution of international repute or an independent fi nancial adviser with experience in the international debt capital markets selected and appointed by the Issuer under Condition 5(V)(a) and notifi ed in writing by the Issuer to the Trustee; Original Reference Rate means the originally-specifi ed benchmark or screen rate (as applicable) used to determine the Rate of Interest (or any component part thereof) on the Notes, as specifi ed in the relevant Pricing Supplement; Relevant Nominating Body means, in respect of a benchmark or screen rate (as applicable): (i) (ii) the central bank for the currency to which the benchmark or screen rate (as applicable) relates, or any central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicable); or any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (1) the central bank for the currency to which the benchmark or screen rate (as applicable) relates, (2) any central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicable), (3) a group of the aforementioned central banks or other supervisory authorities or (4) the Financial Stability Board or any part thereof; and Successor Rate means a successor to or replacement of the Original Reference Rate which is formally recommended by any Relevant Nominating Body. 6. Redemption and Purchase (a) Final Redemption Unless previously redeemed or purchased and cancelled as provided below, this Note will be redeemed at its Redemption Amount shown on its face ( Redemption Amount ) on the Maturity Date (if this Note is shown on its face to be a Fixed Rate Note or Zero Coupon Note) or on the Interest Payment Date falling in the Redemption Month shown on its face (if this Note is shown on its face to be a Floating Rate Note (during the Floating Rate Period)). (b) Redemption at the Option of the Issuer If so provided hereon, the Issuer may, on giving not less than 30 nor more than 60 days irrevocable notice to the Noteholders (or such other notice period as may be specifi ed hereon) (which notice shall be copied to the Trustee and the Issuing and Paying Agent) (i) on or after the First Fixed Optional Redemption Date, redeem some or all of the Notes at the applicable Call Premium, plus accrued and unpaid interest, if any, to (but excluding) the date of the redemption; and (ii) prior to the First Fixed Optional Redemption Date, redeem some or all of the Notes at the Makewhole Premium as of, plus accrued and unpaid interest if any to (but excluding), the date of the redemption. 116

131 All Notes in respect of which any such notice is given shall be redeemed on the date specifi ed in such notice in accordance with this Condition 6(b). In the case of a partial redemption of the Notes, (i) in the case of Notes represented by defi nitive Notes, the notice to Noteholders shall also contain the certifi cate numbers of the Bearer Notes or, in the case of Registered Notes, shall specify the principal amount of Registered Notes drawn and the holder(s) of such Registered Notes, to be redeemed, which shall have been drawn by or on behalf of the Issuer in such place and in such manner as may be determined by the Issuer and notifi ed in writing to the Trustee and (ii) in the case of Notes represented by a Global Note or a Global Certifi cate, the Notes to be redeemed will be selected in accordance with the rules of the relevant clearing systems, in each case, subject to compliance with any applicable laws or other relevant authority requirements. So long as the Notes are listed on any Stock Exchange, the Issuer shall comply with the rules of such Stock Exchange in relation to the publication of any redemption of such Notes. For the purposes of this Condition 6(b): Adjusted Treasury Rate means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield in maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date; Call Premium has the meaning specifi ed in the relevant Pricing Supplement; Comparable Treasury Issue means the U.S. Treasury security having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilised, at the time of selection and in accordance with customary fi nancial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes; Comparable Treasury Price means, with respect to any redemption date: (a) (b) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third Business Day preceding such redemption date, as set forth in the daily statistical release (of any successor release) published by the Federal Reserve Bank of New York and designated Composite 3:30 p.m. Quotations for U.S. Government Securities; or if such release (or any successor release) is not published or does not contain such prices on such Business Day, (i) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (ii) if fewer than three such Reference Treasury Dealer Quotations are available, the average of all such quotations; First Fixed Optional Redemption Date has the meaning specifi ed in the relevant Pricing Supplement; Makewhole Premium means with respect to a Note at any redemption date, the greater of (a) 1.0 per cent. of the principal amount of such Note and (b) the excess of (i) the present value at such redemption date of per cent. of the principal amount of such Note multiplied by the Call Premium on the First Fixed Optional Redemption Date, plus all required remaining scheduled interest payments due on such Note through the First Fixed Optional Redemption Date (but excluding accrued and unpaid interest to the redemption date), computed using a discount rate equal to the Adjusted Treasury Rate plus 1.0 per cent., over (ii) the principal amount of such Note on such redemption date; Reference Treasury Dealer means each of any three investment banks of recognised standing that is a primary U.S. Government securities dealer in The City of New York, selected by the Issuer in good faith; and 117

132 Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any redemption date, the average as determined by the Issuer, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Issuer by such Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding such redemption date. (c) Redemption for Taxation Reasons The Notes may be redeemed at the option of the Issuer in whole, but not in part, on any Interest Payment Date or, if so specifi ed hereon, at any time on giving not less than 30 nor more than 60 days notice to the Noteholders (which notice shall be irrevocable) (which notice shall be copied to the Trustee and the Issuing and Paying Agent), at their Redemption Amount or (in the case of Zero Coupon Notes) Early Redemption Amount (together with interest accrued to (but excluding) the date fi xed for redemption), if the Issuer satisfi es (or, if the Subsidiary Guarantees w ere called, the Subsidiary Guarantors satisfy) the Trustee immediately prior to the giving of such notice that (i) the Issuer has (or if the Subsidiary Guarantees w ere called, the Subsidiary Guarantors have) or will become obliged to pay additional amounts as provided or referred to in Condition 9, or increase the payment of such additional amounts, as a result of any change in, or amendment to, the laws (or any regulations, rulings or other administrative pronouncements promulgated thereunder) of the jurisdiction of incorporation of the Issuer or the Subsidiary Guarantors, as the case may be, or in each case any political subdivision or any authority thereof or therein having power to tax, or any change in the application or offi cial interpretation of such laws, regulations, rulings or other administrative pronouncements, which change or amendment is made public on or after the Issue Date or any other date specifi ed in the Pricing Supplement, and (ii) such obligations cannot be avoided by the Issuer or, as the case may be, the Subsidiary Guarantors taking reasonable measures available to them, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer or, as the case may be, the Subsidiary Guarantors would be obliged to pay such additional amounts were a payment in respect of the Notes then due. Prior to the publication of any notice of redemption pursuant to this Condition 6(c ), the Issuer (or the Subsidiary Guarantors, as the case may be) shall deliver or procure that there is delivered to the Issuing and Paying Agent and the Trustee: (1) a certifi cate in English, signed by an Authorised Signatory of the Issuer or, as the case may be, by an Authorised Signatory of each of the Subsidiary Guarantors, stating that the Issuer or the Subsidiary Guarantors, as the case may be, is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred; and (2) an opinion of independent tax or legal advisers of recognised standing to the effect that the Issuer or, as the case may be, the Subsidiary Guarantors has or is likely to become obliged to pay such additional amounts as a result of such change or amendment. The Trustee shall be entitled to accept any such certifi cate and opinion as suffi cient evidence of the satisfaction of the conditions precedent set out in paragraphs (1) and (2) above of this Condition 6(c) above without further enquiry and without liability to any Noteholder, Couponholder or any other person, in which event the same shall be conclusive and binding on Noteholders and Couponholders. Upon the expiry of any such notice as is referred to in this Condition 6(c), the Issuer shall be bound to redeem all the Notes in accordance with this Condition 6(c). 118

133 (d) Redemption following Change of Control If so provided hereon, at any time following the occurrence of a Change of Control, the holder of each Note will have the right at such holder s option, to require the Issuer to redeem all, and not some only, of such holder s Notes on the Change of Control Redemption Date at a price equal to per cent. of their principal amount (the Change of Control Redemption Amount ), together with any accrued and unpaid interest to (but excluding) the date fi xed for redemption. To exercise such right, the holder of the relevant Note must deposit (in the case of Bearer Notes) such Note (together with all unmatured Coupons and unexchanged Talons) with the Issuing and Paying Agent or any other Paying Agent at its specifi ed offi ce or (in the case of Registered Notes) the Certifi cate representing such Note(s) with the Registrar or any Transfer Agent at its specifi ed offi ce, together in any such case with a duly completed Exercise Notice in the form obtainable from any Paying Agent, the Registrar, any Transfer Agent or the Issuer (as applicable) by not later than 30 days following a Change of Control or, if later, 30 days following the date upon which notice thereof is given to Noteholders by the Issuer in accordance with Condition 16. The Change of Control Redemption Date shall be the 14 th day after the expiry of such period of 30 days referred to above. An Exercise Notice, once delivered, shall be irrevocable and may not be withdrawn without the Issuer s consent and the Issuer shall redeem the Notes the subject of the Exercise Notice as aforesaid on the Change of Control Redemption Date. The Issuer shall give notice to the Noteholders in accordance with Condition 16 (a Change of Control Offer ) within 14 days after it becomes aware of the occurrence of a Change of Control, which notice shall specify the procedure for exercise by holders of their rights to require redemption of the Notes pursuant to this Condition 6(d) and shall give brief details of the Change of Control. The Issuer will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Trust Deed applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. The Issuer will comply, to the extent applicable, with the requirements of any securities laws or regulations and the rules of any stock exchange on which the Notes are listed from time to time in connection with the repurchase of notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations or stock exchange rules confl ict with the provisions of this Condition 6(d), the Issuer will comply with the applicable securities laws and regulations and stock exchange rules and shall not be deemed to have breached its obligations under this Condition 6(d) by virtue of its compliance with such securities laws or regulations or stock exchange rules. Neither the Trustee nor the Agents shall be required to take any steps to ascertain or verify whether a Change of Control or any event which could lead to the occurrence of a Change of Control has occurred or whether a Change of Control Offer has been made or whether the circumstances requiring the making of a Change of Control Offer have arisen or whether the terms of any Change of Control Offer comply with these Conditions or the Trust Deed or the requirements of any securities laws or regulations and the rules of any stock exchange on which the Notes are listed from time to time, and none of them shall be liable to any Noteholder or any other person for not doing so. For the purpose of this Condition 6(d): a Change of Control means the occurrence of one or more of the following events: (a) the merger, amalgamation or consolidation of the Issuer with or into another Person (other than one or more Permitted Holders) or the merger or amalgamation of another Person (other than one or more Permitted Holders) with or into the Issuer, or the sale of all or substantially all the assets of the Issuer to another Person; 119

134 (b) (c) (d) (e) any person or group (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or becomes the benefi cial owner (as such term is used in Rule 13d-3 under the Exchange Act), directly or indirectly, of total voting power of the Voting Stock of the Issuer greater than such total voting power held benefi cially by the Permitted Holders; individuals who on the Original Issue Date constituted the Board of Directors (together with any new directors whose election by the Board of Directors was approved by a vote of at least two-thirds of the members of the Board of Directors then still in offi ce who were members of the Board of Directors on the Original Issue Date or whose election was previously so approved) cease for any reason to constitute a majority of the members of the Board of Directors then in offi ce; the adoption of a plan relating to the liquidation or dissolution of the Issuer; prior to the occurrence of a Qualifying Quotation, the Permitted Holders, directly or indirectly, does not or ceases to (on a fully diluted basis): (x) (y) (z) own more than 50.0 per cent. of the total voting power of the Voting Stock of the Issuer; and/or have the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to appoint or remove all, or the majority of, the directors and other equivalent offi cers of the Issuer; and/or beneficially hold, more than 50.0 per cent. of the Equity Interest of the Issuer (excluding any part of that issued share capital that carries no right to participate beyond a specifi ed amount in a distribution of either profi ts or capital); or (f) following the occurrence of a Qualifying Flotation: Permitted Holders does not or ceases to (on a fully diluted basis): (x) the Permitted Holders, directly or indirectly, does not or ceases to (on a fully diluted basis): (i) (ii) (iii) own more than 35.0 per cent. of the total voting power of the Voting Stock of the Issuer; and/or have the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to appoint or remove all, or the majority of, the directors and other equivalent offi cers of the Issuer; and/or benefi cially hold, directly or indirectly, at least 35.0 per cent. of the Equity Interest of the Issuer (excluding any part of that issued share capital that carries no right to participate beyond a specifi ed amount in a distribution of either profi ts or capital); and/or (y) any person or persons acting in concert (other than the Permitted Holders) own a greater percentage of the total voting power of the Voting Stock of the Issuer than the Permitted Holders. Equity Interest means, in relation to any person: (a) (b) any share of any class or capital stock of or equity interest in such person or any depositary receipt in respect of any such share, capital stock or equity interest; or any security convertible or exchangeable (whether at the option of the holder thereof or otherwise and whether such conversion is conditional or otherwise) into any such shares, capital stock, equity interest or depositary receipt, or any depositary receipt in respect of any such security; or 120

135 (c) any option, warrant or other right to acquire any such share, capital stock, equity interest, security or depositary receipt or security referred to in the foregoing paragraphs (a) and/or (b) above. Flotation means the listing or admission to trading on any stock or securities exchange or market of any shares or securities of any Group Member (other than a Group Member that was already listed as of the Original Issue Date and remains listed) or Holding Company of any Group Member (other than a Permitted Holder), or any sale or issue by way of listing, fl otation or public offering (or any equivalent circumstances) of any shares or securities of any Group Member (other than a Group Member that was already listed as of the Initial Offer Closing Date and remains listed) or Holding Company of any Group Member (other than a Permitted Holder) in any jurisdiction or country. Holding Company means, in relation to a person, any other person in respect of which it is a Subsidiary. Permitted Holders means any or all of the following: (a) (b) the Investors; and any members of management of the Issuer (or its direct or indirect parent). Person means any individual, corporation, partnership, limited liability company, joint venture, trust, unincorporated organisation or government or any agency or political subdivision thereof. Qualifying Flotation means a Flotation where at least 50.0 per cent. of the gross cash proceeds of that Flotation are received or recovered as a result of primary issuance of Common Stock of the Issuer (or Holding Company of the Issuer (other than a Permitted Holder)). (e) Redemption in the case of Minimum Outstanding Amount If so provided hereon, the Notes may be redeemed at the option of the Issuer in whole, but not in part, on any Interest Payment Date or, if so specifi ed hereon, at any time on giving not less than 30 nor more than 60 days notice to the Noteholders (which notice shall be irrevocable) (which notice shall be copied to the Trustee and the Issuing and Paying Agent), at their Redemption Amount (together with interest accrued to (but excluding) the date fi xed for redemption) if, immediately before giving such notice, the aggregate principal amount of the Notes outstanding is less than 10.0 per cent. of the aggregate principal amount originally issued (including any further Notes issued pursuant to Condition 14 and consolidated and forming a single series with the Notes). Upon expiry of any such notice as is referred to in this Condition 6(e), the Issuer shall be bound to redeem all the Notes in accordance with this Condition 6(e). (f) Equity Clawback If so provided hereon, the Issuer may at its option, at any time prior to a date specifi ed in the Pricing Supplement, on any one or more occasions by giving not less than 30 nor more than 60 days notice to the Noteholders (which notice shall be irrevocable) (which notice shall be copied to the Trustee and the Issuing and Paying Agent), redeem up to 35.0 per cent. of the aggregate principal amount of any Series of Notes at a redemption price equal to the Equity Clawback Redemption Amount of each Note redeemed, plus accrued and unpaid interest, if any, to (but excluding) the date of redemption (subject to the rights of Noteholders on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65.0 per cent. of the aggregate principal amount of the Notes originally issued (including any further Notes issued pursuant to Condition 14 and consolidated and forming a single series with the Notes) (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and 121

136 (ii) the redemption occurs within 60 days of the date of the closing of such Equity Offering. For the purposes of this Condition 6(f): Equity Clawback Redemption Amount has the meaning specifi ed in the applicable Pricing Supplement; Equity Offering means (a) any bona fi de underwritten primary public offering or private placement of Common Stock of the Issuer after the Original Issue Date or; (b) any bona fi de underwritten secondary public offering or secondary private placement of Common Stock of the Issuer benefi cially owned by a Permitted Holder, after the Original Issue Date, to the extent that a Permitted Holder or a company controlled by a Permitted Holder concurrently with such public offering or private placement purchases in cash an equal amount of Common Stock from the Issuer at the same price as the public offering or private placing price, in each case under paragraph (a) or (b) of this defi nition provided such public offering or private placement is to a person other than a Restricted Subsidiary or Permitted Holder. (g) Purchases The Issuer, the Subsidiary Guarantors or any of their respective Subsidiaries may at any time purchase Notes at any price (provided that they are purchased together with all unmatured Coupons and unexchanged Talons relating to them) in the open market or otherwise, provided that in any such case such purchase or purchases is or are in compliance with all relevant laws, regulations and directives. Notes purchased by the Issuer, the Subsidiary Guarantors or any of their respective Subsidiaries may be surrendered by the purchaser through the Issuer to the Issuing and Paying Agent and, in the case of Registered Notes, the Registrar for cancellation or may at the option of the Issuer, the Subsidiary Guarantors or the relevant Subsidiary of the Issuer or any Subsidiary Guarantor be held or resold. The Notes so purchased, while held by or on behalf of the Issuer, the Subsidiary Guarantors or any of their respective subsidiaries, shall not entitle the holder to vote at any meetings of the Noteholders and shall not be deemed to be outstanding for certain purposes, including without limitation for the purposes of calculating any quorum at meetings of the Noteholders and for the purposes of Conditions 10, 11 and 12. For the purposes of these Conditions, directive includes any present or future directive, regulation, request, requirement, rule or credit restraint programme of any relevant agency, authority, central bank department, government, legislative, minister, ministry, offi cial public or statutory corporation, self-regulating organisation, or stock exchange. (h) Early Redemption of Zero Coupon Notes (i) The Early Redemption Amount payable in respect of any Zero Coupon Note, the Early Redemption Amount of which is not linked to a formula, upon redemption of such Note pursuant to Condition 6(c) or upon it becoming due and payable as provided in Condition 10, shall be the Amortised Face Amount (calculated as provided below) of such Note unless otherwise specifi ed hereon. (ii) Subject to the provisions of paragraph (iii) below of this Condition 6(h), the Amortised Face Amount of any such Note shall be the scheduled Redemption Amount of such Note on the Maturity Date discounted at a rate per annum (expressed as a percentage) equal to the Amortisation Yield (which, if none is shown hereon, shall be such rate as would produce an Amortised Face Amount equal to the issue price of the Notes if they were discounted back to their issue price on the Issue Date) compounded annually, as determined by the Issuer (or by an adviser to the Issuer appointed at its own cost). 122

137 (iii) (iv) If the Early Redemption Amount payable in respect of any such Note upon its redemption pursuant to Condition 6(d) or upon it becoming due and payable as provided in Condition 10 is not paid when due, the Early Redemption Amount due and payable in respect of such Note shall be the Amortised Face Amount of such Note as defi ned in paragraph (ii) above of this Condition 6(h), except that such paragraph (ii) shall have effect as though the date on which the Note becomes due and payable were the Relevant Date (as defi ned in Condition 8). The calculation of the Amortised Face Amount in accordance with this paragraph (iii) will continue to be made (as well after as before judgment) until the Relevant Date, unless the Relevant Date falls on or after the Maturity Date, in which case the amount due and payable shall be the scheduled Redemption Amount of such Note on the Maturity Date together with any interest which may accrue in accordance with Condition 5(III). Where such calculation is to be made for a period of less than one year, it shall be made on the basis of the Day Count Fraction shown hereon. (i) Cancellation All Notes purchased by or on behalf of the Issuer, the Subsidiary Guarantors or any of their respective Subsidiaries may be surrendered for cancellation, in the case of Bearer Notes, by surrendering each such Note together with all unmatured Coupons and all unexchanged Talons to the Issuing and Paying Agent at its specifi ed offi ce and, in the case of Registered Notes, by surrendering the Certifi cate representing such Notes to the Registrar and, in each case, if so surrendered, shall, together with all Notes redeemed by the Issuer, be cancelled forthwith (together with all unmatured Coupons and unexchanged Talons attached thereto or surrendered therewith). Any Notes or Certifi cates so surrendered for cancellation may not be reissued or resold and the obligations of the Issuer and the Subsidiary Guarantors in respect of any such Notes shall be discharged. 7. Payments (a) Principal and Interest in respect of Bearer Notes Payments of principal and interest (which shall include the Redemption Amount and the Early Redemption Amount) in respect of Bearer Notes will, subject as mentioned below, be made against presentation and surrender of the relevant Notes or Coupons, as the case may be: (i) (ii) in the case of a currency other than Renminbi, at the specifi ed offi ce of any Paying Agent by a cheque drawn in the currency in which payment is due on, or, at the option of the holders, by transfer to an account maintained by the holder in that currency with, a Bank in the principal fi nancial centre for that currency; and in the case of Renminbi, by transfer to a Renminbi account maintained by or on behalf of a Noteholder with a bank in Singapore, Hong Kong or such other location outside the PRC as specifi ed in the applicable Pricing Supplement. In these Conditions, Bank means a bank in the principal fi nancial centre for such currency or, in the case of euro, in a city in which banks have access to the TARGET System. (b) Principal and Interest in respect of Registered Notes (i) Payments of principal in respect of Registered Notes will, subject as mentioned below, be made against presentation and surrender of the relevant Certifi cates at the specifi ed offi ce of any of the Transfer Agents or of the Registrar and in the manner provided in Condition 7(b)(ii). 123

138 (ii) Interest on Registered Notes shall be paid to the person shown on the Register at the close of business on the fi fteenth day before the due date for payment thereof (the Record Date ). Payments of interest on each Registered Note shall be made: (1) in the case of a currency other than Renminbi, by a cheque drawn in the currency in which payment is due on and mailed to the holder (or to the fi rst named of joint holders) of such Note at its address appearing in the Register. Upon application by the holder to the specifi ed offi ce of the Registrar or any Transfer Agent before the Record Date or at the option of the relevant Agent, such payment of interest may be made by transfer to an account maintained by the holder in that currency with, a bank in the principal fi nancial centre for that currency; and (2) in the case of Renminbi, by transfer to the registered account of the Noteholder. For the purposes of this Condition 7(b)(ii)(2), registered account means the Renminbi account maintained by or on behalf of the Noteholder in Singapore, Hong Kong or such other location outside the PRC as specified in the applicable Pricing Supplement, details of which appear on the Register at the close of business on the fi fth business day before the due day for payment. (c) (d) Payments subject to Law All payments are subject in all cases to (i) any applicable fi scal or other laws, regulations and directives in the place of payment, but without prejudice to the provisions of Condition 9 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 (the Code ) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any offi cial interpretations thereof, or any law implementing an intergovernmental approach thereto. No commission or expenses shall be charged to the Noteholders or Couponholders in respect of such payments. Appointment of Agents The Issuing and Paying Agent, the CDP Paying Agent, the other Paying Agents, the Calculation Agents, the Transfer Agents and the Registrars initially appointed by the Issuer and the Subsidiary Guarantors and their specifi ed offi ces are listed below. The Issuing and Paying Agent, the CDP Paying Agent, the other Paying Agents, the Registrars, the Transfer Agents and the Calculation Agents act solely as agents of the Issuer and the Subsidiary Guarantors and do not assume any obligation or relationship of agency or trust for or with any Noteholder or Couponholder. The Issuer and the Subsidiary Guarantors reserve the right at any time to vary or terminate the appointment of the Issuing and Paying Agent, the CDP Paying Agent, any other Paying Agent, the Calculation Agent, any Transfer Agent and either Registrar and to appoint additional or other Paying Agents, Calculation Agents, Transfer Agents and Registrars, provided that they will at all times maintain (i) an Issuing and Paying Agent, (ii) a Calculation Agent, (iii) a Transfer Agent in relation to Registered Notes, (iv) a CDP Paying Agent in relation to Notes cleared through CDP, (v) a Registrar in relation to Registered Notes, (vi) a Paying Agent in Singapore, where the Notes may be presented or surrendered for payment or redemption, in the event that the Global Note(s) are exchanged for defi nitive Notes, for so long as the Notes are listed on the SGX-ST and the rules of the SGX-ST so require and (vii) such other agents as may be required by any other stock exchange on which the Notes may be listed in each case, as approved by the Trustee. Notice of any such change or any change of any specifi ed offi ce will promptly be given by the Issuer to the Noteholders in accordance with Condition

139 (e) Unmatured Coupons and Unexchanged Talons (i) Upon the due date for redemption of Bearer Notes which comprise Fixed Rate Notes, such Notes should be surrendered for payment together with all unmatured Coupons (if any) relating to such Notes, failing which an amount equal to the face value of each missing unmatured Coupon (or, in the case of payment not being made in full, that proportion of the amount of such missing unmatured Coupon which the sum of principal so paid bears to the total principal due) will be deducted from the Redemption Amount due for payment. Any amount so deducted will be paid in the manner mentioned above against surrender of such missing Coupon within a period of fi ve years from the Relevant Date for the payment of such principal (whether or not such Coupon has become void pursuant to Condition 9). (ii) (iii) (iv) (v) Subject to the provisions of the relevant Pricing Supplement upon the due date for redemption of any Bearer Note comprising a Floating Rate Note, unmatured Coupons relating to such Note (whether or not attached) shall become void and no payment shall be made in respect of them. Upon the due date for redemption of any Bearer Note, any unexchanged Talon relating to such Note (whether or not attached) shall become void and no Coupon shall be delivered in respect of such Talon. Where any Bearer Note comprising a Floating Rate Note is presented for redemption without all unmatured Coupons, and where any Bearer Note is presented for redemption without any unexchanged Talon relating to it, redemption shall be made only against the provision of such indemnity as the Issuer may require. If the due date for redemption or repayment of any Note is not a due date for payment of interest, interest accrued from the preceding due date for payment of interest or the Interest Commencement Date, as the case may be, shall only be payable against presentation (and surrender if appropriate) of the relevant Bearer Note or Certifi cate. (f) (g) (h) Talons On or after the Interest Payment Date for the fi nal Coupon forming part of a Coupon sheet issued in respect of any Bearer Note, the Talon forming part of such Coupon sheet may be surrendered at the specifi ed offi ce of the Issuing and Paying Agent on any business day in exchange for a further Coupon sheet (and if necessary another Talon for a further Coupon sheet) (but excluding any Coupons that may have become void pursuant to Condition 9). Non-business Days Subject as provided in the relevant Pricing Supplement or subject as otherwise provided in these Conditions, if any date for the payment in respect of any Note or Coupon is not a business day, the holder shall not be entitled to payment until the next following business day and shall not be entitled to any further interest or other payment in respect of any such delay. Default Interest If on or after the due date for payment of any sum in respect of the Notes, payment of all or any part of such sum is not made against due presentation of the Notes (in the case of Bearer Notes) or the Certifi cates representing the Notes or, as the case may be, the Coupons, the Issuer shall pay interest on the amount so unpaid from such due date up to the day of actual receipt by the relevant Noteholders or, as the case may be, Couponholders (as well after as before judgment) at a rate per annum determined by the Issuing and Paying Agent to be equal to one per cent. per annum above (in the case of a Fixed Rate Note during the Fixed Rate Period) the Interest Rate applicable to such Note or (in the case of a Floating Rate Note during the Floating Rate Period) the Rate of Interest applicable to such Note, or in the case of a Zero Coupon Note, as provided for in the relevant Pricing Supplement. So long as the default continues then such rate shall be re-calculated on the same basis at intervals of such duration as the Issuing and Paying Agent may select, save that the amount of unpaid interest at the above rate accruing during the preceding such 125

140 period shall be added to the amount in respect of which the Issuer is in default and itself bear interest accordingly. Interest at the rate(s) determined in accordance with this Condition 7(i) shall be calculated on the Day Count Fraction specifi ed hereon and the actual number of days elapsed, shall accrue on a daily basis and shall be immediately due and payable by the Issuer. 8. Taxation All payments in respect of the Notes and the Coupons by the Issuer or, as the case may be, the Subsidiary Guarantors shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within the jurisdictions of incorporation of the Issuer or the Subsidiary Guarantors or, in any such case, any authority thereof or therein having power to tax, unless such withholding or deduction is required by law. In such event, the Issuer or, as the case may be, the Subsidiary Guarantors shall pay such additional amounts as will result in the receipt by the Noteholders and the Couponholders of such amounts as would have been received by them had no such deduction or withholding been required, except that no such additional amounts shall be payable in respect of any Note or Coupon presented (or in respect of which the Certifi cate representing it is presented) for payment: (a) (b) Other connection: by or on behalf of a holder who is subject to such taxes, duties, assessments or governmental charges by reason of his being connected with the jurisdiction of incorporation of the Issuer or the Subsidiary Guarantors, otherwise than by reason only of the holding of such Note or Coupon or the receipt of any sums due in respect of such Note or Coupon (including, without limitation, the holder being a resident of, or a permanent establishment in the jurisdiction of incorporation of the Issuer or the Subsidiary Guarantors); or Presentation more than 30 days after the Relevant Date: more than 30 days after the Relevant Date except to the extent that the holder thereof would have been entitled to such additional amounts on presenting the same for payment on the last day of such period of 30 days. As used in these Conditions, Relevant Date in respect of any Note or Coupon means the date on which payment in respect thereof fi rst becomes due or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount outstanding is made or (if earlier) the date falling seven days after that on which notice is duly given to the Noteholders in accordance with Condition 16 that, upon further presentation of the Note (or relative Certifi cate) or Coupon being made in accordance with the Conditions, such payment will be made, provided that payment is in fact made upon presentation, and references to principal shall be deemed to include any premium payable in respect of the Notes, all Redemption Amounts, Early Redemption Amounts and all other amounts in the nature of principal payable pursuant to Condition 6, interest shall be deemed to include all Interest Amounts and all other amounts payable pursuant to Condition 5 and any reference to principal and/or premium and/or Redemption Amounts and/or interest and/or Early Redemption Amounts shall be deemed to include any additional amounts which may be payable under these Conditions. 9. Prescription Claims against the Issuer for payment in respect of the Notes and Coupons (which, for this purpose, shall not include Talons) shall be prescribed and become void unless made within 10 years (in the case of principal) or fi ve years (in the case of interest) from the appropriate Relevant Date in respect of them. 10. Events of Default If any of the following events (each an Event of Default ), other than an Event of Default specifi ed in Conditions 10(g) and 10(h), occurs, the Trustee at its discretion may, and if so requested in writing by holders of at least 25.0 per cent. in principal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution shall (provided in any such case that the Trustee shall fi rst have been indemnifi ed and/or secured and/or prefunded to its satisfaction), give notice 126

141 in writing to the Issuer and the Subsidiary Guarantors that the Notes are immediately repayable, whereupon the Redemption Amount of such Notes or (in the case of Zero Coupon Notes) the Early Redemption Amount of such Notes together with accrued interest to (but excluding) the date of payment shall become immediately due and payable: (a) (b) (c) (d) (e) default in the payment of principal of (or premium, if any, on) the Notes when the same becomes due and payable at maturity, upon acceleration, redemption or otherwise; default in the payment of interest on any Note when the same becomes due and payable and such default continues for a period of 30 days; there is a default in the performance of or breach of the provisions of the covenants described under Conditions 4(f) or 4(i), or there is a failure of the Issuer to make or consummate an offer to purchase in the manner described under Condition 4(h) or a Change of Control Offer under Condition 6(d); the Issuer or any Subsidiary Guarantor defaults in the performance of or breaches any other covenant or agreement in the Trust Deed or under the Notes or the Subsidiary Guarantees, if any (other than a default specifi ed in Conditions 10(a), 10(b) or 10(c) above), and if that default is in the opinion of the Trustee capable of remedy, it is not remedied within 30 days after the date of the notice from the Trustee to the Issuer or such Subsidiary Guarantor, as the case may be, requiring the same to be remedied; or any Subsidiary Guarantor denies or disaffi rms its obligations under its Subsidiary Guarantee or, except as permitted by the Trust Deed, any Subsidiary Guarantee is determined to be unenforceable or invalid or shall for any reason cease to be in full force and effect; or (f) (i) any other present or future indebtedness of the Issuer, any Signifi cant Subsidiary or any of their respective subsidiaries for or in respect of moneys borrowed or raised becomes due and payable prior to its stated maturity by reason of any actual or potential default, event of default or the like (however described); or (ii) (iii) any such indebtedness is not paid when due or, as the case may be, within any originally applicable grace period; or the Issuer, any Signifi cant Subsidiary or any of their respective Subsidiaries fails to pay when due any amount payable by it under any present or future guarantee for, or indemnity in respect of, any moneys borrowed or raised, provided that no Event of Default will occur under this Condition 10(f) unless and until the aggregate amount of the indebtedness in respect of which one or more of the events mentioned above in this Condition 10(f) has/have occurred equals or exceeds U.S.$25.0 million or its equivalent in other currency or currencies; or (g) (h) one or more fi nal judgments or orders for the payment of money are rendered against the Issuer or any Signifi cant Subsidiary and are not paid or discharged, and there is a period of 60 consecutive days following entry of the fi nal judgment or order that causes the aggregate amount for all such fi nal judgments or orders outstanding and not paid or discharged against all such Persons to exceed U.S.$25.0 million (or its equivalent in other currency or currencies) (in excess of amounts which the Issuer s insurance carriers have agreed to pay under applicable policies) during which a stay of enforcement, by reason of a pending appeal or otherwise, is not in effect; or an involuntary case or other proceeding is commenced against the Issuer or any Signifi cant Subsidiary with respect to it or its debts under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect seeking the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar offi cial of the Issuer or any Signifi cant Subsidiary or for any substantial part of the property and assets of the Issuer or any 127

142 Signifi cant Subsidiary and such involuntary case or other proceeding remains undismissed and unstayed for a period of 60 consecutive days; or an order for relief is entered against the Issuer or any Signifi cant Subsidiary under any applicable bankruptcy, insolvency or other similar law as now or hereafter in effect; or (i) (j) (k) (l) (m) (n) (o) (p) (q) the Issuer or any Significant Subsidiary (i) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (ii) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar offi cial of the Issuer or any Signifi cant Subsidiary or for all or substantially all of the property and assets of the Issuer or any Signifi cant Subsidiary or (iii) effects any general assignment for the benefi t of creditors; or a distress, attachment, execution or other legal process is levied, enforced or sued out on or against any of the property, assets or revenues of the Issuer, any Signifi cant Subsidiary or any of their respective Subsidiaries and is not discharged or stayed within 30 days of having been so levied, enforced or sued; or any mortgage, charge, pledge, lien or other encumbrance, present or future, created or assumed by the Issuer, the Signifi cant Subsidiaries or any of their respective Subsidiaries over any part of the property, assets or revenues of the Issuer, the Signifi cant Subsidiaries or any of their respective Subsidiaries, becomes enforceable and any step is taken to enforce it (including the taking of possession or the appointment of a receiver, administrative receiver, administrator, manager or other similar person); or any step is taken by any person (including any government authority or agency) with a view to the seizure, compulsory acquisition, expropriation or nationalisation of all or a material part of the assets of the Issuer, any Signifi cant Subsidiary or any of their respective Subsidiaries or any of the Capital Stock of the Issuer or shall take any action that prevents of will prevent the Issuer or any Subsidiary Guarantor from performing its obligations under these Conditions, the Trust Deed, any Subsidiary Guarantee or the Notes, or that the Issuer or any Subsidiary Guarantor shall be prevented from exercising normal control over all or a substantial part of its property; or any action, condition or thing (including the obtaining or effecting of any necessary consent, approval, authorisation, exemption, fi ling, licence, order, recording or registration) at any time which is required to be taken, done, fulfi lled or performed in order (i) to enable the Issuer and the Subsidiary Guarantors lawfully to enter into, exercise their respective rights under and perform the obligations expressed to be assumed by them under and in respect of the Notes, the Trust Deed and the Subsidiary Guarantees, (ii) to ensure that those obligations are legal, valid, binding and enforceable or (iii) to make the Notes, the Coupons and the Trust Deed admissible in evidence in the courts of England and Wales is not taken, done, fulfi lled or performed; it is or will become unlawful for the Issuer or the Subsidiary Guarantors to perform or comply with any one or more of their obligations under the Notes, any Subsidiary Guarantee, the Trust Deed or the Agency Agreement; the Issuer or any Subsidiary Guarantor repudiates the Trust Deed, the Agency Agreement, any Subsidiary Guarantee or the Notes or does or causes or permits to be done any act or thing evidencing an intention to repudiate such agreement; any litigation, arbitration or administrative proceeding against the Issuer or the Subsidiary Guarantors is current or pending to restrain the entry into, the exercise of any of the rights under, and/or the performance or enforcement of, or compliance with, any of the obligations of the Issuer or the Subsidiary Guarantors under the Trust Deed or any of the Notes; the Issuer, the Subsidiary Guarantors or any of their respective Subsidiaries is declared by the Minister of Finance to be a declared company under the provisions of Part IX of the Companies Act, Chapter 50 of Singapore; or 128

143 (r) any event occurs which, under the law of any relevant jurisdiction, has an analogous or equivalent effect to any of the events referred to in Conditions 10(a) to 10(q) (both inclusive). For the purposes of this Condition 10: Significant Subsidiary means any Subsidiary of the Issuer: (a) (b) whose total assets (consolidated in the case of a Subsidiary which itself has Subsidiaries) represent not less than 5.0 per cent. of the consolidated total assets of the Issuer and its Subsidiaries taken as a whole, all as calculated respectively by reference to the latest fi nancial statements (consolidated or, as the case may be, unconsolidated) of the Subsidiary and the then latest audited consolidated fi nancial statements of the Issuer; or; to which is transferred all or substantially all of the business, undertaking and assets of another Subsidiary which immediately prior to such transfer is a Significant Subsidiary, whereupon (1) in the case of a transfer by a Signifi cant Subsidiary, the transferor Signifi cant Subsidiary shall immediately cease to be a Signifi cant Subsidiary and (2) the transferee Subsidiary shall immediately become a Signifi cant Subsidiary, provided that on or after the date on which the relevant fi nancial statements for the fi nancial period current at the date of such transfer are published, whether such transferor Subsidiary or such transferee Subsidiary is or is not a Signifi cant Subsidiary shall be determined pursuant to the provisions of paragraph (a) above, provided that, in relation to paragraphs (a) and (b) above of this defi nition: (i) (ii) (iii) (iv) in the case of a Subsidiary acquired after the end of the fi nancial period to which the then latest audited consolidated fi nancial statements of the Issuer relate for the purpose of applying each of the foregoing tests, the reference to Issuer s latest audited consolidated fi nancial statements shall be deemed to be a reference to such fi nancial statements as if such Subsidiary had been shown therein by reference to its then latest relevant fi nancial statements, adjusted as deemed appropriate by the auditors for the time being after consultation with the Issuer; if at any time in relation to the Issuer or any Subsidiary which itself has Subsidiaries no consolidated fi nancial statements are prepared and audited, the total assets of the Issuer and/or any such Subsidiary shall be determined on the basis of pro forma consolidated fi nancial statements prepared for this purpose by the Issuer; if at any relevant time in relation to any Subsidiary, no fi nancial statements are audited, its total assets (consolidated, if appropriate) shall be determined on the basis of pro forma accounts (consolidated, if appropriate) of the relevant Subsidiary prepared for this purpose by the Issuer; and if the fi nancial statements of any subsidiary (not being a Subsidiary referred to in proviso (i) above) are not consolidated with those of the Issuer, then the determination of whether or not such subsidiary is a Signifi cant Subsidiary shall be based on a pro forma consolidation of its fi nancial statements (consolidated, if appropriate) with the consolidated fi nancial statements (determined on the basis of the foregoing) of the Issuer. A certifi cate by two Authorised Signatories of the Issuer that in their opinion (making such adjustments (if any) as they shall deem appropriate) a Subsidiary is or is not or was or was not at any particular time or during any particular period a Signifi cant Subsidiary shall, in the absence of manifest error, be conclusive and binding on the Issuer, the Trustee and the Noteholders. 129

144 11. Enforcement of Rights At any time after the Notes shall have become due and payable, the Trustee may, at its discretion and without further notice, take such steps and/or actions and/or institute such proceedings against the Issuer or the Subsidiary Guarantors as it may think fi t to enforce repayment of the Notes, together with accrued interest and any other amounts payable under these Conditions, but it shall not be bound to take any such steps and/or actions and/or to institute any such proceedings unless (a) it shall have been so directed by an Extraordinary Resolution of the Noteholders of such Notes or so requested in writing by Noteholders holding not less than 25.0 per cent. in principal amount of such Notes outstanding and (b) it shall have been indemnifi ed and/or secured and/or pre-funded to its satisfaction. No Noteholder or Couponholder shall be entitled to proceed directly against the Issuer or the Subsidiary Guarantors unless the Trustee, having become bound to do so, fails or neglects to do so within a reasonable period and such failure or neglect shall be continuing. 12. Meeting of Noteholders and Modifications (a) Meetings of Noteholders: The Trust Deed contains provisions for convening meetings of Noteholders of a Series to consider any matter affecting their interests, including modifi cation by Extraordinary Resolution of the Notes of such Series (including these Conditions insofar as the same may apply to such Notes) or any of the provisions of the Trust Deed. The Trustee, the Issuer or any of the Subsidiary Guarantors at any time may, and the Trustee upon the request in writing by Noteholders holding not less than 10.0 per cent. of the principal amount of the Notes of any Series for the time being outstanding and after being indemnifi ed and/or secured and/or pre-funded to its satisfaction against all costs and expenses shall, convene a meeting of the Noteholders of that Series. An Extraordinary Resolution duly passed at any such meeting shall be binding on all the Noteholders of the relevant Series, whether present or not and whether they voted for or against such Extraordinary Resolution and on all relevant Couponholders, except that any Extraordinary Resolution proposed, inter alia: (i) (ii) (iii) (iv) (v) (vi) (vii) to amend the dates of maturity or redemption of the Notes or any date for payment of interest or Interest Amounts on the Notes; to reduce or cancel the principal amount of, or any premium payable on redemption of, the Notes; to reduce the rate or rates of interest in respect of the Notes or to vary the method or basis of calculating the rate or rates of interest or the basis for calculating any Interest Amount in respect of the Notes; to vary any method of, or basis for, calculating the Redemption Amount or the Early Redemption Amount including the method of calculating the Amortised Face Amount from that stated under Condition 6; to vary the currency or currencies of payment or denomination of the Notes, to take any steps that as specifi ed hereon may only be taken following approval by an Extraordinary Resolution to which the special quorum provisions apply; to modify the provisions concerning the quorum required at any meeting of Noteholders or the majority required to pass the Extraordinary Resolution or sign a resolution in writing; (viii) to modify or cancel the Subsidiary Guarantees or any of them (other than any release pursuant to Condition 3(b); 130

145 (ix) (x) (xi) (xii) to modify the provisions relating to defeasance in Condition 4(r); to impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; without prejudice to waiver of Events of Default, waive a default in the payment of principal of, premium, if any, or interest on the Notes; to reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Noteholders is necessary for waiver of compliance with certain provisions of the Notes or for waiver of certain defaults; (xiii) to reduce the amount payable upon a Change of Control Offer or an offer to purchase with the Excess Proceeds from any Asset Sale, or change the time or manner by which a Change of Control Offer or an offer to purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an offer to purchase with the Excess Proceeds or other proceeds from any Asset Sale; (xiv) to change the redemption date or the redemption price of the Notes; (xv) to amend, change or modify the obligation of the Issuer or any Subsidiary Guarantor to pay the additional amounts as provided or referred to under Condition 8; or (xvi) to amend, change or modify any provision of the Trust Deed or the Notes or the related defi nitions affecting the ranking of the Notes or any Subsidiary Guarantee in a manner which adversely affects the Noteholders, will only be binding if passed at a meeting of the Noteholders of the relevant Series (or at any adjournment thereof) at which a special quorum (provided for in the Trust Deed) is present. These Conditions may be amended, modifi ed, or varied in relation to any Series of Notes by the terms of the relevant Pricing Supplement in relation to such Series. (b) Modification of the Trust Deed: The Trustee may (but is not obliged to) agree, without the consent of the Noteholders or Couponholders, to: (i) any modifi cation (except as mentioned in the penultimate paragraph of Condition 12(a) above) to, or the waiver or authorisation of any breach or proposed breach of, the Notes, the Agency Agreement or the Trust Deed which is not, in the opinion of the Trustee, materially prejudicial to the interests of the Noteholders, which shall include modifi cations or amendments to: (1) comply with the provisions described under Condition 4(i), (2) evidence and provide for the acceptance of appointment by a successor Trustee, (3) add any Subsidiary Guarantor or any Subsidiary Guarantee or release any Subsidiary Guarantor from any Subsidiary Guarantee as provided or permitted by the terms of the Trust Deed and these Conditions, (4) provide for the issuance of additional Notes in accordance with Condition 14, (5) in any other case where a supplemental Trust Deed is required or permitted to be entered into pursuant to the provisions of the Trust Deed without the consent of any Noteholder, or 131

146 (6) effect any changes to the Trust Deed or the Agency Agreement in a manner necessary to comply with the procedures of the relevant clearing system; or (ii) any modifi cation of any of the provisions of the Trust Deed, the Agency Agreement and/or these Conditions which in the opinion of the Trustee is of a formal, minor or technical nature, is made to correct a manifest error or to comply with any mandatory provision of law or is required by Euroclear, Clearstream, Luxembourg, CDP and/or any other clearing system in which the Notes may be held. Any such modifi cation, authorisation or waiver shall be binding on the Noteholders and the Couponholders and, unless the Trustee otherwise agrees, each such modifi cation, waiver or authorisation shall be notifi ed by the Issuer to the Noteholders as soon as practicable. (c) (d) Substitution: The Trust Deed contains provisions permitting (but not obliging) the Trustee to agree, subject to such amendment of the Trust Deed and such other conditions as the Trustee may require, but without the consent of the Noteholders or the Couponholders, to the substitution of the Issuer s successor in business or any Subsidiary of the Issuer or its successor in business or any Subsidiary of the Subsidiary Guarantors or its successor in business, as principal debtor under the Trust Deed and the Notes. In the case of such a substitution the Trustee may agree, without the consent of the Noteholders or the Couponholders, to a change of the law governing the Notes, the Receipts, the Coupons, the Talons and/or the Trust Deed provided that such change would not in the opinion of the Trustee be materially prejudicial to the interests of the Noteholders. Entitlement of the Trustee: In connection with the performance of its functions and duties and/or the exercise of its rights, powers and/or discretions under the Trust Deed, the Agency Agreement and/or these Conditions (including but not limited to those in relation to any proposed modifi cation, waiver or authorisation), the Trustee shall have regard to the interests of the Noteholders as a class and shall not have regard to the consequences of such exercise for individual Noteholders or Couponholders. 13. Replacement of Notes, Certificates, Coupons and Talons If a Note, Certifi cate, Coupon or Talon is lost, stolen, mutilated, defaced or destroyed it may be replaced, subject to applicable laws, at the specifi ed offi ce of the Issuing and Paying Agent (in the case of Bearer Notes, Coupons or Talons) and of the Registrar (in the case of Certifi cates), or at the specifi ed offi ce of such other Paying Agent or Transfer Agent, as the case may be, as may from time to time be designated by the Issuer for the purpose and notice of whose designation is given to Noteholders in accordance with Condition 16, on payment by the claimant of the fees and costs incurred in connection therewith and on such terms as to evidence, undertaking, security and indemnity (which may provide, inter alia, that if the allegedly lost, stolen or destroyed Note, Certifi cate, Coupon or Talon is subsequently presented for payment, there will be paid to the Issuer on demand the amount payable by the Issuer in respect of such Note, Certifi cate, Coupon or Talon) and otherwise as the Issuer and/or the Subsidiary Guarantors or the relevant Agent(s) may require. Mutilated or defaced Notes, Certifi cates, Coupons or Talons must be surrendered before replacements will be issued. 14. Further Issues The Issuer may from time to time without the consent of the Noteholders or Couponholders create and issue further notes having the same terms and conditions as the Notes in all respects (or in all respects except for the issue date and the fi rst payment of interest on them) and so that the same shall be consolidated and form a single Series with such Notes. References in these Conditions to the Notes include (unless the context requires otherwise) any other securities issued pursuant to this Condition 14 and forming a single Series with the Notes. 132

147 15. Indemnification of the Trustee The Trust Deed contains provisions for the indemnifi cation of the Trustee and for its relief from responsibility, including without limitation provisions relieving it from taking proceedings to enforce repayment unless indemnifi ed and/or secured and/or pre-funded to its satisfaction. The Trust Deed also contains a provision entitling the Trustee to enter into business transactions with the Issuer, the Subsidiary Guarantors or any of their respective related entities without accounting to the Noteholders or Couponholders for any profi t resulting from such transactions. None of the Trustee or any of the Agents shall be responsible for the performance by the Issuer or the Subsidiary Guarantors or any other person appointed by the Issuer or the Subsidiary Guarantors in relation to the Notes of the duties and obligations on their part expressed in respect of the same and, unless it has express written notice from the Issuer or the Subsidiary Guarantors to the contrary, the Trustee and each Agent shall be entitled to assume that the same are being duly performed. None of the Trustee or any Agent shall be liable to any Noteholder or Couponholder, the Issuer, the Subsidiary Guarantors or any other person for any action taken by the Trustee or such Agent in accordance with the instructions of the Noteholders. The Trustee shall be entitled to rely on any direction, request or resolution of Noteholders given by holders of the requisite principal amount of Notes outstanding or passed at a meeting of Noteholders convened and held in accordance with the Trust Deed. Whenever the Trustee is required or entitled by the terms of the Trust Deed, these Conditions or any other transaction document to exercise any right, discretion or power, take any action, make any decision or give any direction, the Trustee is entitled, prior to its exercising any such right, discretion or power, taking any such action, making any such decision, or giving any such direction, to seek directions from the Noteholders by way of an Extraordinary Resolution, and the Trustee is not responsible or liable to any person for any loss or liability incurred by any person as a result of any delay in it exercising such discretion or power, taking such action, making such decision, or giving such direction where the Trustee is seeking such directions or in the event that no such directions are received. The Trustee shall not be under any obligation to monitor compliance with the provisions of the Trust Deed, the Agency Agreement or these Conditions. The Trustee may rely without liability to Noteholders, Couponholders, the Issuer, the Subsidiary Guarantors or any other person on any report, confi rmation, opinion or certifi cate from or any advice of any legal advisers, accountants, fi nancial advisers, fi nancial institution or any other expert, whether or not addressed to it and whether their liability in relation thereto is limited (by its terms or by any engagement letter relating thereto entered into by the Trustee or any other person or in any other manner) by reference to a monetary cap, methodology or otherwise, and, in such event, such report, confi rmation, opinion, certifi cate or advice shall be binding on the Noteholders and the Couponholders. Each Noteholder shall be solely responsible for making and continuing to make its own independent appraisal and investigation into the fi nancial condition, creditworthiness, condition, affairs, status and nature of each of the Issuer and the Subsidiary Guarantors, and the Trustee shall not at any time have any responsibility for the same and each Noteholders shall not rely on the Trustee in respect thereof. 16. Notices Notices to the holders of Registered Notes shall be valid if mailed to them at their respective addresses in the Register and deemed to have been given on the fourth weekday (being a day other than a Saturday or a Sunday) after the date of mailing. Notwithstanding the foregoing, notices to the holders of Notes will be valid if published in a daily newspaper of general circulation in Singapore (or, if the holders of any Series of Notes can be identifi ed, notices to such holders will also be valid if they are given to each of such holders). It is expected that such publication will be made in The Business Times. Notices will, if published more than once or on different dates, be deemed to have been given on the date of the fi rst publication in such newspaper as provided above. 133

148 Couponholders shall be deemed for all purposes to have notice of the contents of any notice to the holders of Bearer Notes in accordance with this Condition 16. So long as the Notes are represented by a Global Note or a Global Certifi cate and such Global Note or Global Certifi cate is held in its entirety on behalf of Euroclear, Clearstream, Luxembourg and/or CDP, there may be substituted for such publication in such newspapers (a) the delivery of the relevant notice to Euroclear, Clearstream, Luxembourg and/or (subject to the agreement of CDP) CDP for communication by it to the Noteholders or (b) in the case of CDP, the recorded delivery of the relevant notice to the persons shown in the latest record received from CDP as holding interests in such Global Note or Global Certifi cate, except that if the Notes are listed on any Stock Exchange and the rules of such Stock Exchange so require, notice will in any event be published in accordance with the preceding paragraphs. Any such notice shall be deemed to have been given to the Noteholders on the day on which the said notice was given to Euroclear, Clearstream, Luxembourg and/or CDP or the date of despatch of such notice to the persons shows in the records maintained by CDP. Notices to be given by any Noteholders pursuant hereto (including to the Issuer) shall be in writing and given by lodging the same with the Issuing and Paying Agent (in the case of Bearer Notes) or the Registrar (in the case of Registered Notes) or such other Agent as may be specifi ed in these Conditions. Whilst the Notes are represented by a Global Note or a Global Certifi cate, such notice may be given by any Noteholders to the Issuing and Paying Agent or, as the case may be, the Registrar or, as the case may be, such other Agent through Euroclear, Clearstream, Luxembourg and/or CDP in such manner as the Issuing and Paying Agent or, as the case may be, the Registrar or, as the case may be, such other Agent and Euroclear, Clearstream, Luxembourg and/or CDP may approve for this purpose. Notwithstanding the other provisions of this Condition 16, in any case where the identities and addresses of all the Noteholders are known to the Issuer, notices to such holders may be given individually by recorded delivery mail to such addresses and will be deemed to have been given when received at such addresses. 17. Contracts (Rights of Third Parties) Act Save as contemplated in Condition 11, no person shall have any right to enforce any term or condition of the Notes under the Contracts (Rights of Third Parties) Act Governing Law and Jurisdiction (a) Governing Law: The Trust Deed, the Notes, the Subsidiary Guarantees, the Coupons and the Talons and any non-contractual obligations arising out of or in connection with them are governed by, and shall be construed in accordance with, English law. (b) (c) Jurisdiction: The Courts of England are to have non-exclusive jurisdiction to settle any disputes that may arise out of or in connection with the Trust Deed, the Notes, the Subsidiary Guarantees, Coupons or Talons and accordingly any legal action or proceedings arising out of or in connection with the Trust Deed, the Notes, Subsidiary Guarantees, Coupons or Talons ( Proceedings ) may be brought in such courts. Each of the Issuer and the Subsidiary Guarantors has in the Trust Deed irrevocably submitted to the jurisdiction of such courts. Service of Process: Each of the Issuer and the Subsidiary Guarantors has in the Trust Deed irrevocably appointed an agent in England to receive, for it and on its behalf, service of process in any Proceedings in England. 134

149 DESCRIPTION OF CERTAIN FINANCING ARRANGEMENTS The Group has entered into fi nancing agreements with various fi nancial institutions to fund its existing operations and to fi nance its working capital requirements. The Issuer, the Subsidiary Guarantors and certain Restricted Subsidiaries are also obligors under the US$ million Senior Facilities Agreement described below raised by Slater Pte. Limited to acquire the Group. See Business History and Background. The Group may from time to time enter into additional fi nancing agreements in the ordinary course of business so as to fi nance its operational needs. Set forth below is a summary of the material terms and conditions of certain of these borrowings. These summaries do not purport to describe all of the applicable terms and conditions of these fi nancing arrangements and are qualifi ed in their entirety by reference to the actual underlying fi nance agreements and other documentations. U S$ million Senior Facilities Agreement Overview On 16 March 2016, Slater Pte. Limited ( Slater ), a wholly-owned subsidiary of Barings Private Equity Asia VI Holding (6) Limited ( BPEA ), entered into a syndicated facility agreement, as amended, restated and supplemented on or before the Latest Practicable Date (the Senior Facilit ies Agreement ), providing for a US$50.0 million revolving credit facility (the Revolving Credit Facility ) and US$ million term loan facility (the Term Facility, and together with the Revolving Credit Facility, the Credit Facilities ), with DBS Bank Ltd., Standard Chartered Bank, United Overseas Bank Limited, Cathay United Bank, Singapore Branch and CTBC Bank Co., Ltd., Singapore Branch, as mandated lead arrangers and bookrunners, and Standard Chartered Bank as agent and security agent. The Credit Facilities were made available to Slater on 16 March 2016 (the Loan Closing Date ) to, inter alia, fi nance the acquisition of Slater s 100% shareholding in the Issuer. See Business History and Background. Following the successful conclusion of the acquisition, the primary borrower under the Senior Facilit ies Agreement is the Issuer. Repayments and prepayments The principal amount of the US$ million loan made under the Term Facility (the Term Facility Loan ) will be repaid in 10 instalments (commencing on 23 September 2016) over its term. The US$50.0 million loan made under the Revolving Credit Facility (the Revolving Facility Loan ), and together with the Term Facility Loan, the Facilities Loans ) will mature fi ve years from the Loan Closing Date (and is not repayable on demand). Interest The Facilities Loans will initially bear interest at a rate per annum equal to LIBOR plus certain mandatory costs and a margin of 4.25% per annum. The margin may be reduced by reference to the leverage ratio of the Group, subject to certain terms in the Senior Facilit ies Agreement. Security and Guarantees The Facilities Loans are guaranteed on a joint and several basis by the Issuer and certain of the Issuer s subsidiaries. The Senior Facilit ies Agreement requires that, subject to certain security principles (the Security Principles ), the Issuer procures that each of the Issuer s subsidiaries whose EBITDA or gross assets represents 5% or more of the consolidated EBITDA or consolidated gross assets of the Group (each, a Material Company ), guarantee the Facilities Loans as soon as reasonably practicable and in any event within 20 business days of becoming a Material Company. In addition, the Senior Facilities Agreement requires that the EBITDA and gross assets of all guarantors represent not less than 85% of the consolidated EBITDA and the consolidated gross assets of the Group, subject to certain exemptions and conditions. As of the Original Issue Date, the guarantors of the Facilities Loans are also Subsidiary Guarantors. See Terms and Conditions of the Notes Status and Subsidiary Guarantees Subsidiary Guarantees Initial Subsidiary Guarantors ). 135

150 The Facilities Loans are secured by fi xed and fl oating charges over all present and future assets of the Issuer and certain of the guarantors and assignments over the Issuer s and certain of the guarantors rights to their material contracts and insurance policies. In addition, share pledges over the guarantors shares secured the obligations under the Senior Facilities Agreement. All new shareholder loans and all intercompany loans, subject to certain criteria, are required to be subordinated and assigned by way of security. The Security Principles provide that no guarantees and security will be created to the extent that, inter alia, such guarantees and security would: result in any breach of corporate benefi t, fi nancial assistance, fraudulent preference or thin capitalisation laws or regulations (or analogous restrictions) of any applicable jurisdiction (provided that all reasonable endeavours are used to overcome any such breach); result in a signifi cant risk to the offi cers of the relevant grantor of the guarantee or security of their fi duciary duties and/or of civil or criminal liability (provided that all reasonable endeavours are used to overcome any such breach); result in costs directly associated with such guarantee or security that, in the opinion of the agent, are disproportionate to the benefi t obtained by the benefi ciaries of that guarantee or security; or in the case of the creation of security over any equity interests in any joint venture (that is not a member of the Group) or the granting of any guarantee by, or the creation of security over equity interests in or assets of any Subsidiary (that is not wholly-owned by the Issuer directly or indirectly), result in a violation of the restrictions in the applicable joint venture or shareholders agreement relating to the Group s interest in such joint venture or Subsidiary or by law, to the extent that consent to grant such security or guarantee is withheld. Covenants The Senior Facilities Agreement contains customary affi rmative and restrictive covenants, including, but not limited to: covenants relating to obtaining required authorisations; compliance with laws; environmental compliance; restrictions on mergers, change of business, acquisitions and investments and joint ventures; preservation of assets; pari passu ranking of unsecured payment obligations; limitations on granting security, guarantees and indemnities; limitations on limitations on fi nancial indebtedness, disposals, loans, acquisitions and joint ventures; limitations on share issues, dividends and share redemption; intellectual property; insurance and pensions; arm s length transactions; preservation of assets; holding company restrictions; entering into derivative transactions; fi nancial assistance; treasury transactions guarantor coverage (as described above); sanctions, anti-corruption and anti-money laundering and compliance certifi cates, granting the agent and the security agent access to the Issuer; and covenants relating to restrictions on repayment or prepayment of any subordinated debt. Financial covenants The Senior Facilities Agreement requires the Issuer to ensure that it maintains a certain total leverage ratio, interest coverage ratio and debt service coverage ratio for the Group tested quarterly on a rolling 12-month basis. The Issuer is also limited to a maximum amount of capital expenditure it is permitted to incur in each fi nancial year. 136

151 Events of Default The Senior Facilities Agreement contains customary events of default (subject in certain cases to agreed grace periods, thresholds and other qualifi cations) which include, but are not limited to, the following: non-payment of any amount when due; failure to comply with fi nancial covenants, conditions subsequent and other provisions of the Senior Facilities Agreement; material inaccuracy of a representation or warranty when made; unlawfulness to perform obligations under the Senior Facilities Agreement; cross-default to fi nancial indebtedness; insolvency and related insolvency events of members of the Group; qualifi cation of the audit report for audited annual consolidated fi nancial statements of the Issuer; expropriation of assets of the Group; repudiation and rescission of the Senior Facilities Agreement; cessation of business of the Group; material adverse change; and material litigation. The occurrence of any event of default which is continuing would, subject to agreed grace periods, thresholds and other qualifi cations, allow lenders, among other things, to declare that all or part of the loans, together with interest and any other amounts accrued, be immediately due and payable, and/or exercise or direct the security agent to exercise any rights, remedies, powers or discretions under the documents of the Senior Facilities Agreement. Governing Law The Senior Facilities Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law. Intercreditor Agreement To establish the relative rights of certain of the Issuer s creditors under various fi nancing arrangements, the Issuer, Slater and other intragroup creditors and obligors under the Issuer s indebtedness entered into an intercreditor agreement on the same date as the Senior Facilities Agreement, as amended, restated or supplemented on or before the Latest Practicable Date, with, among others, the security agent, creditors under the Senior Facilit ies Agreement, the agent under the Senior Facilities Agreement and certain secured hedging counterparties (the the Intercreditor Agreement ). The Intercreditor Agreement is governed by English law and sets out, among other things, the relative ranking of certain elements of the Issuer s debt, when payments can be made in respect of such debt, when enforcement action can be taken in respect of that debt, the terms pursuant to which certain elements of that debt will be subordinated upon the occurrence of certain insolvency events and turnover provisions, as well as other customary intercreditor provisions governing similar debt instruments. As the Notes to be issued pursuant to the Programme will be on a senior and unsecured basis, the Trustee will not accede to the Intercreditor Agreement on behalf of the Noteholders. See Risk Factors Risks Relating to the Notes Issued under the Programme Payments under the Notes and the Subsidiary Guarantees will be structurally subordinated to liabilities and obligations of certain of the Issuer s subsidiaries, and the Notes are not secured. 137

152 Other Indebtedness The Issuer and its subsidiaries have entered into various other fi nancing arrangements (including longterm and short-term loans, bank overdrafts and revolving facility loans) with lenders which are typically utilised for general corporate purpose. Overdraft facilities The Group s bank overdrafts are denominated in Euro, bear an interest rate of 0.74% per annum and are unsecured. Unsecured long-term and short-term loans The Group s unsecured long-term and short-term loans bore interest ranging from 2.35% to 6.09% per annum in the fi nancial year ended 30 June 2018 and are unsecured. Revolving facility loans The revolving facility loans are repayable on demand and bore interest of 6.34% per annum in the fi nancial year ended 30 June Secured term loans The secured terms loans are repayable in pre-determined instalments and bore interest ranging from 4.97% per annum to 6.34% per annum in the fi nancial year ended 30 June 2018, secured by a charge of certain properties, equipment and machinery of the Issuer s subsidiaries. As of 30 June 2018, the aggregate outstanding amount of the total debt was US$390.0 million, inclusive of US$ million at Slater Pte. Limited guaranteed by Interplex. See Capitalisation and Indebtedness. 138

153 SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM Terms used in this section that are not otherwise defi ned shall have the meanings given to them in the Terms and Conditions of the Notes. 1. INITIAL ISSUE OF NOTES Global Notes and Global Certifi cates may be delivered on or prior to the original issue date of the Tranche to a Common Depositary (as defi ned hereinafter). Upon the initial deposit of a Global Note with a common depositary for Euroclear and Clearstream, Luxembourg (the Common Depositary ) or CDP or registration of Registered Notes in the name of (i) any nominee for the Common Depositary and/or (ii) CDP, the relevant clearing system will credit each subscriber with a nominal amount of Notes equal to the nominal amount thereof for which it has subscribed and paid. Notes that are initially deposited with the Common Depositary may also be credited to the accounts of subscribers with (if indicated in the relevant Pricing Supplement) other clearing systems through direct or indirect accounts with Euroclear and Clearstream, Luxembourg held by such other clearing systems. Conversely, Notes that are initially deposited with any other clearing system may similarly be credited to the accounts of subscribers with Euroclear, Clearstream, Luxembourg or other clearing systems. 2. RELATIONSHIP OF ACCOUNTHOLDERS WITH CLEARING SYSTEMS Each of the persons shown in the records of Euroclear, Clearstream, Luxembourg, CDP or any other clearing system (each an Alternative Clearing System ) as the holder of a Note represented by a Global Note or a Global Certifi cate must look solely to Euroclear, Clearstream, Luxembourg, CDP or such Alternative Clearing System (as the case may be) for his share of each payment made by the Issuer to the bearer of such Global Note or the holder of the underlying Registered Notes, as the case may be, and in relation to all other rights arising under the Global Notes or Global Certifi cates, subject to and in accordance with the respective rules and procedures of Euroclear, Clearstream, Luxembourg, CDP or such Alternative Clearing System (as the case may be). Such persons shall have no claim directly against the Issuer in respect of payments due on the Notes for so long as the Notes are represented by such Global Note or Global Certifi cate and such obligations of the Issuer will be discharged by payment to the bearer of such Global Note or the holder of the underlying Registered Notes, as the case may be, in respect of each amount so paid. 3. EXCHANGE 3.1 Temporary Global Notes Each Temporary Global Note will be exchangeable, free of charge to the holder, on or after its Exchange Date: (i) (ii) if the relevant Pricing Supplement indicates that such Global Note is issued in compliance with the C Rules or in a transaction to which TEFRA is not applicable (as to which, see Summary of the Programme Selling Restrictions ), in whole, but not in part, for the Defi nitive Notes defi ned and described below; and otherwise, in whole or in part upon certifi cation as to non-u.s. benefi cial ownership in the form set out in the Agency Agreement for interests in a Permanent Global Note or, if so provided in the relevant Pricing Supplement, for Defi nitive Notes. 139

154 3.2 Permanent Global Notes Each Permanent Global Note will be exchangeable, free of charge to the holder, on or after its Exchange Date in whole but not, except as provided under paragraph 3.4 below, in part for Defi nitive Notes: (i) (ii) if the Permanent Global Note is held on behalf of Euroclear or Clearstream, Luxembourg or an Alternative Clearing System and any such clearing system is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or in fact does so; or if the Permanent Global Note is held by or on behalf of CDP and (a) an Event of Default (as defi ned in Terms and Conditions of the Notes ) has occurred and is continuing, (b) CDP has closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise), (c) CDP has announced an intention to permanently cease business and no alternative clearing system is available or (d) CDP has notifi ed the Issuer that it is unable or unwilling to act as depository for the Notes and to continue performing its duties as set out in the relevant CDP application form made between the Issuer and CDP and no alternative clearing system is available. In the event that a Global Note is exchanged for Defi nitive Notes, such Defi nitive Notes shall be issued in Denomination Amount(s) only. A Noteholder who holds a principal amount of less than the minimum Denomination Amount will not receive a defi nitive Note in respect of such holding and would need to purchase a principal amount of Notes such that it holds an amount equal to one or more Denominations Amount(s). 3.3 Global Certificates If the Pricing Supplement states that the Notes are to be represented by a Global Certifi cate on issue, the following will apply in respect of transfers of Notes held in Euroclear or Clearstream, Luxembourg, CDP or an Alternative Clearing System. These provisions will not prevent the trading of interests in the Notes within a clearing system whilst they are held on behalf of such clearing system, but will limit the circumstances in which the Notes may be withdrawn from the relevant clearing system. Transfers of the holding of Notes represented by any Global Certifi cate pursuant to Condition 2(b) of the Notes may only be made: (i) (ii) if the Global Certifi cate is cleared through Euroclear and/or Clearstream, Luxembourg, if the relevant clearing system is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so; or if the Global Certifi cate is cleared through CDP and: (a) (b) (c) (d) an Event of Default has occurred and is continuing; or CDP has closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise); or CDP has announced an intention to permanently cease business and no alternative clearing system is available; or CDP has notifi ed the Issuer that it is unable or unwilling to act as depository for the Notes and to continue performing its duties as set out in the relevant CDP application form made between the Issuer and CDP and no alternative clearing system is available, provided that, in the case of a transfer pursuant to paragraph 3.3(i) above, the Registered Holder has given the Registrar not less than 30 days notice at its specifi ed offi ce of the Registered Holder s intention to effect such transfer. 140

155 3.4 Partial Exchange of Permanent Global Notes For so long as a Permanent Global Note is held on behalf of a clearing system and the rules of that clearing system permit, such Permanent Global Note will be exchangeable in part on one or more occasions for Defi nitive Notes if so provided in, and in accordance with, the relevant Terms and Conditions of the Notes. 3.5 Delivery of Notes On or after any due date for exchange the holder of a Global Note may surrender such Global Note or, in the case of a partial exchange, present it for endorsement to or to the order of the Issuing and Paying Agent. In exchange for any Global Note, or the part thereof to be exchanged, the Issuer will (i) in the case of a Temporary Global Note exchangeable for a Permanent Global Note, deliver, or procure the delivery of, a Permanent Global Note in an aggregate nominal amount equal to that of the whole or that part of a Temporary Global Note that is being exchanged or, in the case of a subsequent exchange, endorse, or procure the endorsement of, a Permanent Global Note to refl ect such exchange or (ii) in the case of a Global Note exchangeable for Defi nitive Notes, deliver, or procure the delivery of, an equal aggregate nominal amount of duly executed and authenticated Defi nitive Notes. In this Offering Circular, Definitive Notes means, in relation to any Global Note, the defi nitive Bearer Notes for which such Global Note may be exchanged (if appropriate, having attached to them all Coupons and Receipts in respect of interest that have not already been paid on the Global Note and a Talon). Defi nitive Notes will be security printed in accordance with any applicable legal and stock exchange requirements in or substantially in the form set out in the Schedules to the Trust Deed. On exchange in full of each Permanent Global Note, the Issuer will, if the holder so requests, procure that it is cancelled and returned to the holder together with the relevant Defi nitive Notes. 3.6 Exchange Date Exchange Date means, in relation to a Temporary Global Note, the day falling after the expiry of 40 days after its issue date and, in relation to a Permanent Global Note, a day falling not less than 60 days, after that on which the notice requiring exchange is given and on which banks are open for business in the city in which the specifi ed offi ce of the Issuing and Paying Agent is located and in the city in which the relevant clearing system is located. 4. AMENDMENT TO TERMS AND CONDITIONS OF THE NOTES The Temporary Global Notes, Permanent Global Notes and Global Certifi cates contain provisions that apply to the Notes that they represent, some of which modify the effect of the Terms and Conditions of the Notes set out in this Offering Circular. The following is a summary of certain of those provisions: 4.1 Payments No payment falling due after the Exchange Date will be made on any Global Note unless exchange for an interest in a Permanent Global Note or for Defi nitive Notes is improperly withheld or refused. Payments on any Temporary Global Note issued in compliance with the D Rules before the Exchange Date will only be made against presentation of certifi cation as to non-u.s. benefi cial ownership in the form set out in the Agency Agreement. All payments in respect of Notes represented by a Global Note will be made against presentation for endorsement and, if no further payment falls to be made in respect of the Notes, surrender of that Global Note to or to the order of the Issuing and Paying Agent or such other Paying Agent as shall have been notifi ed to the Noteholders for such purpose. A record of each payment so made will be endorsed on each Global Note, which endorsement will be prima facie evidence that such payment has been made in respect of the Notes. All payments in respect of Notes represented by a Global Certifi cate (other than a Global Certifi cate held through CDP) will be made to, or to the order of, the person whose name is entered on the Register at the close of business on the record date which shall be the Clearing System Business Day immediately prior to the date for payment, where Clearing System Business Day means Monday to Friday inclusive except 25 December and 1 January. 141

156 4.2 Meetings The holder of a Permanent Global Note or of the Notes represented by a Global Certifi cate shall (unless such Permanent Global Note or Global Certifi cate represents only one Note) be treated as being two persons for the purposes of any quorum requirements of a meeting of Noteholders and, at any such meeting, the holder of a Permanent Global Note or of the Notes represented by a Global Certifi cate shall be treated as having one vote in respect of each integral currency unit of the relevant Currency of the Notes. All holders of Registered Notes are entitled to one vote in respect of each integral currency unit of the relevant Currency of the Notes comprising such Noteholder s holding, whether or not represented by a Global Certifi cate. 4.3 Cancellation Cancellation of any Note represented by a Permanent Global Note that is required by the Terms and Conditions of the Notes to be cancelled (other than upon its redemption) will be effected by reduction in the nominal amount of the relevant Permanent Global Note or its presentation to or to the order of the Issuing and Paying Agent for endorsement in the relevant schedule of such Permanent Global Note or in the case of a Global Certifi cate, by reduction in the aggregate principal amount of the Certifi cates in the Register, whereupon the principal amount thereof shall be reduced for all purposes by the amount so cancelled and endorsed. 4.4 Purchase Notes represented by a Permanent Global Note may only be purchased by the Issuer, the Subsidiary Guarantors or any of their respective subsidiaries if they are purchased together with the rights to receive all future payments of interest thereon. 4.5 Issuer s Option Any option of the Issuer provided for in the Terms and Conditions of any Notes while such Notes are represented by a Permanent Global Note or a Global Certifi cate shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Terms and Conditions of the Notes, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. In the event of a partial redemption of Notes of any Series, Notes will be redeemed pro rata and the Calculation Amount of the Notes shall be determined in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg or CDP or any other clearing system (as the case may be) and the rights of accountholders with a clearing system in respect of the Notes will be governed by the standard procedures of such clearing system. 4.6 Noteholders Options Any option of the Noteholders provided for in the Terms and Conditions of the Notes while such Notes are represented by a Permanent Global Note may be exercised by the holder of the Permanent Global Note giving notice to the Issuing and Paying Agent within the time limits relating to the deposit of the Notes with a Paying Agent set out in the Terms and Conditions of the Notes substantially in the form of the notice available from any Paying Agent, except that the notice shall not be required to contain the serial numbers of the Notes in respect of which the option has been exercised and the option may be exercised in respect of the whole or any part of such Permanent Global Note, and stating the principal amount of the Notes in respect of which the option is exercised and at the same time presenting the Permanent Global Note to the Issuing and Paying Agent, or to a Paying Agent acting on behalf of the Issuing and Paying Agent, for notation. Any option of the Noteholders provided for in the Terms and Conditions of the Notes of any Notes while such Notes are represented by a Global Certifi cate may be exercised in respect of the whole or any part of the holding of Notes represented by a Global Certifi cate. 142

157 4.7 Direct Rights in respect of Notes cleared through CDP If there shall occur any Event of Default entitling the Trustee to declare all of the Notes to be due and payable, as provided in the Terms and Conditions of the Notes, the Trustee may exercise the right to declare Notes represented by the Global Note or Global Certifi cate due and payable in the circumstances described in the Conditions by stating in a notice given to the Issuer and the Subsidiary Guarantors (the default notice ) the principal amount of Notes (which may be less than the outstanding principal amount of the Global Note or the Global Certifi cate) which is being declared due and payable. Following the giving of the default notice, the holder of the Notes represented by the Global Note or the Global Certifi cate may (subject as provided below) elect that direct rights ( Direct Rights ) under the provisions of the CDP deed of covenant (the CDP Deed of Covenant ) shall come into effect in respect of a principal amount of Notes up to the aggregate principal amount in respect to which such default notice has been given. Such election shall be made by notice to the CDP Paying Agent and the Registrar in the case of the Global Certifi cate and presentation of the Global Note or Global Certifi cate, as the case may be, to or to the order of the CDP Paying Agent or the Registrar, as the case may be, for reduction of the nominal amount of Notes represented by the Global Note or Global Certifi cate, as the case may be, by such amount as may be stated in such notice and by endorsement of the appropriate schedule to the Global Note or Global Certifi cate 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 Global Note or Global Certifi cate, as the case may be, 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 Exchange Date or the date of transfer unless the holder elects in such notice that the exchange for such Notes shall no longer take place. 4.8 Trustee s Powers In considering the interests of Noteholders while any Global Note is held on behalf of, or Registered Notes are registered in the name of any nominee for, a clearing system, the Trustee may have regard to any information provided to it by such clearing system or its operator as to the identity (either individually or by category) of its accountholders with entitlements to such Global Note or Registered Notes and may consider such interests as if such accountholders were the holders of the Notes represented by such Global Note or Global Certifi cate. 4.9 Notices So long as any Notes are represented by a Global Note or a Global Certifi cate and such Global Note or Global Certifi cate is held on behalf of: (i) (ii) Euroclear and/or Clearstream, Luxembourg or any other clearing system (except as provided in (ii) below of this paragraph 4.9), notices to the holders of Notes of that Series may be given by delivery of the relevant notice to that clearing system for communication by it to entitled accountholders in substitution for publication as required by the Terms and Conditions of the Notes or by delivery of the relevant notice to the holder of the Global Note or Global Certifi cate; or CDP, subject to the agreement of CDP, notices to the holders of Notes of that Series may be given by delivery of the relevant notice to CDP for communication by it to entitled accountholders in substitution for publication as required by the Terms and Conditions of the Notes or by delivery of the relevant notice to the holder of the Global Note or Global Certifi cate. 143

158 USE OF PROCEEDS The net proceeds arising from the issue of Notes under the Programme will be used for the refi nancing of existing borrowings and investment opportunities which the Group may pursue in the future as well as working capital requirements and the general corporate purposes of the Group, or as otherwise specifi ed in the relevant Pricing Supplement. 144

159 CAPITALISATION AND INDEBTEDNESS The table below sets out the consolidated capitalisation and indebtedness of the Issuer as of 30 June The information set out in this table has been extracted from and should be read in conjunction with the Issuer s consolidated audited fi nancial statements for the year ended 30 June 2018 and the accompanying notes thereto appearing elsewhere in this Offering Circular: As of 30 June 2018 US$ 000 Cash and bank balance 58,966 Revolving Credit Facility (1) 34,400 Term Facility Loan (1) 252,667 Other debt (2) 30,658 Total debt at Interplex 317,725 Equity attributable to owner of the Company Share capital 45,305 Other reserves 14,539 Revenue reserve 164,256 Non-controlling interests 7,015 Total equity 231,115 Total capitali sation 548,840 Note: As of 30 June 2018 US$ 000 Total debt at Issuer 317,725 Term Facility Loan drawn at Slater Pte. Limited guaranteed by the Issuer (1) 72,308 Total debt (inclusive of amount at Slater Pte. Limited guaranteed by Interplex) 390,033 (1) Part of US$ million Credit Facilities provided under the Senior Facilities Agreement to fi nance the acquisition of Slater s 100% shareholding in the Issuer. See Description of Certain Financing Arrangements US$ million Syndicated Facilit ies Agreement. (2) Includes fi nance lease obligations of US$ 1.12 million. 145

160 BUSINESS In this section, references to Interplex or the Group are to the Issuer, the Initial Subsidiary Guarantors and their respective Subsidiaries, taken as a whole. OVERVIEW Interplex designs, develops and manufactures mission critical customised interconnect and sensor solutions and specialised high precision products ( HPP ) (HPP imply products where material science and engineering with very tight tolerances are combined and in some case miniaturisation to address specifi c design challenges) with a main focus on the electrifi cation of cars, autonomous driving, medical devices and life sciences. These product segments (interconnect and sensor customised solutions and specialised high precision products), which together comprise of approximately 66% of the Group s revenue for the fi nancial year ended 30 June 2018, are characterised by signifi cant barriers to entry due to long qualifi cation and reliability testing (typically months or more) as a result of stringent regulatory requirements and a long product life cycle in its end markets (approximately 7-10 years). Interplex is also one of a few key suppliers of compliance press-fi t connectors for the automotive industry and speciali sed plating technology for Whiskers mitigation under its in-house developed formula IndiCoat. Enclosures, which is the Group s third largest product segment, account for approximately 19% of the Group s revenues for the fi nancial year ended 30 June 2018, provides strong cash fl ow generation and is expected to benefi t from the increase in data centre deployment globally. Interplex operates a global business across 34 locations in 13 countries, providing its customers with an integrated capability to manage an increasingly complex supply chain in their fast-growing end markets. Interplex s business is highly diversifi ed across eight end markets, namely automotive ( Auto ), medical and life sciences ( MLS ), datacom and telecom ( DT ), industrial products, industrial electronics, aerospace, white goods and printing & imaging. Auto, DT and MLS accounted for 35%, 27% and 8% of the Group s revenues for the fi nancial year ended 30 June 2018, respectively. Interplex has built long-term, strategic relationships with its customers for almost 50 years, which consist of over 100 multinational and blue-chip companies, as at the Latest Practicable Date. No single customer accounted for more than 10% of the Group s revenues based on the average for the last three fi nancial years, and its top 10 customers accounted for 45% of the Group s revenue for the fi nancial year ended 30 June 2018, with an average duration of customer-client relationship spanning 19 years. A dditionally, 73% of the Group s top 30 customers have had a relationship of more than 10 years with the Group. As of 30 June 2018, approximately 78% of Interplex s revenue from top 30 customers are single source (meaning that there are no other manufacturers supplying the same products under the same programme) and approximately 6 7% of Interplex s top 30 customers operate from two or more Interplex locations. As at the Latest Practicable Date, Interplex has not lost any of its strategic customers. The following diagram illustrates a breakdown of the Group s revenue by industry, region, product and currency for the fi nancial year ended 30 June 2018: 146

161 Interplex s unique value proposition and competitive advantage stems from its ability to provide a broad spectrum of mechanical and electromechanical integrated solutions across its global footprint. Interplex s commitment to working closely with customers from the early stages of design and product development to the engineering and manufacturing of products enables it to develop a specialised understanding of its customers and their requirements, and to provide value-added services through early involvement in each stage of its customers manufacturing process. In addition to having nine research facilities located in six countries around the world which are strategically located close to its customers, Interplex believes that its diverse exposure to different customers and different end-markets is a valuable source of building internal know-how which allows it to apply relevant skills, technologies and learnings across customers and industries. Interplex s products are generally wholly customised and customer-specifi c. Interplex s stamping and moulding capacity is fungible across industries, which allows it to optimise utilisation. Tooling and automation equipment are typically wholly funded by Interplex s customers which Interplex believes further enhances the stickiness of its customer base. Interplex believes that it is currently well-positioned to benefi t from strong industry fundamentals and megatrends in the respective industries and markets that it presently serves, particularly in the automotive, internet of things ( IoT ), cloud computing and medical and life sciences industries. Megatrends are transformable, global forces that defi ne the future of all industries. The digitalisation of industries, connectivity and environmental challenges will all be main forces. The following table sets out what Interplex believes to be the key drivers and trends causing disruption in each segment in which it operates, as at the Latest Practicable Date: Segment (Megatrend) Drivers Trends Causing Disruption Auto ( Innovating to Zero) MLS (Health, Wellness and Well-being) DT (Connectivity and Convergence) Electrifi ed Auto nomous driving Medical Carts Diabetes Related Devices Oral Healthcare Adoption of electric vehicles (EV, Hybrid, Hydrogen) Weight reduction (lighter vehicle) e Power trains transformation Power Electronics Increase in safety sensors due to stricter safety regulations Driver assistance Emergency braking Adoption of mobile medical workstations Patient safety and staffi ng issues Prevalence of diabetes Increasing expenditure on diabetes treatment Growing awareness of oral hygiene Prevalence of dental cavities Social Media Ever increasing data consumption and creation Internet of Things Increasing criticality of speed in accessing data Increasing prevalence of smart sensor devices Increasing demand for automotive memory Cloud Storage Shift of data storage to the cloud and growth of hyperscale data centers Since Interplex s privatisation in mid-2016, its new owner, Baring Private Equity Asia, has dedicated a signifi cant amount of resources to Interplex to drive profi tability and growth. For the fi nancial year ended 30 June 2018, The Group achieved revenue of US$991.5 million, representing year-on-year growth of 14%. Adjusted EBITDA for the fi nancial year ended 30 June 2018 was US$100.4 million. 147

162 HISTORY AND BACKGROUND Note: Please refer to fi nancial statement for complete entity names. The Issuer was incorporated in 1970 as Metaltek Engineering Pte Ltd and provided precision engineering services. Pursuant to a subsequent restructuring, the business of Metaltek Engineering Pte Ltd was transferred to Amtek Engineering Pte Ltd, a company incorporated with limited liability in Singapore under the Companies Act on 22 October Amtek Engineering Pte Ltd was subsequently converted to a public company and renamed Amtek Engineering Ltd on 14 July On 12 August 1987, the Issuer was listed on the secondary board (now known as the Catalist Board) of the Singapore Stock Exchange as Amtek Engineering Ltd and was upgraded to the Main Board of the Singapore Stock Exchange (now known as the SGX-ST) on 5 November In 2007, the Issuer was acquired by a consortium, which included affi liates of Standard Chartered Private Equity Limited, Metcomp Interplex Holdings and the Issuer s former management, and subsequently delisted from the Main Board of the SGX-ST. Following the acquisition, the then-newly appointed management team introduced a number of operational, strategic and organisational changes with a focus on expanding Interplex s capabilities and increasing its geographical footprint. The Issuer was again listed on the Main Board of the SGX-ST on 1 December In August 2014, the Issuer completed the acquisition of United States-based Interplex Industries, Inc and was renamed Interplex Holdings Ltd. on 26 June The acquisition created a company with over 100 years of combined industry experience. In June 2016, the Issuer was acquired by Slater Pte. Limited, a wholly-owned subsidiary of BPEA. Following the acquisition, the Issuer delisted from the Main Board of the SGX-ST on 16 June 2016 and was renamed as Interplex Holdings Pte. Ltd. The current management was put in place and dedicated a signifi cant amount of resources to re-structure the organisation and to drive more focussed sales efforts, revenue growth and profi tability in the business. For more information, please see Strengths and Strategies, below. STRENGTHS AND STRATEGIES Competitive Strengths Interplex identifi es the following as its principal competitive strengths: A growing market leader in interconnect customised solutions, sensors and high precision products. Interplex benefi ts from the underlying trend of industries moving towards electrifi cation where accuracy, high precision, reliability and durability are key requirements, especially for products that are required to withstand and perform in harsh environments in the automotive, industrial and medical segments and for over a long period (up to 10 years). Interplex believes that the electrifi cation of automotive powertrains and the addition of more safety features are key factors that are re-shaping the connector industry with new customised interconnect markets emerging. Interplex is also benefi tting from the industry shift towards compliance press-fi t connectors. This allows lead-free, solderless processes which improves manufacturing safety and reduces environmental impact. 148

163 Interplex believes that it is one of the few global specialists in customised interconnect solutions and has a leading position in the electrifi cation of cars which have high performance requirements. Interplex has been building up its portfolio of compliance press-fi t connectors for over decade and today is one of the few suppliers worldwide with automotive compliant press-fi t connector capabilities. Of this group of suppliers, only a handful can support the industry globally. Interplex s solutions are generally customised for a specifi c car model / engine, with no two original equipment manufacturers ( OEMs ) or tier 1 and 2 suppliers to OEMs using the same products. This differentiates Interplex from the other major connector players who generally produce standardised connectors which are largely focused on on-board applications and power as well as cable harnessing. Among other global customised interconnect solution providers, Interplex believes that it is the only one with fully integrated capabilities and is one of the few players who can support its customers globally. Miniaturisation and composability are two other trends that Interplex believes are becoming more pervasive, driven by the IoT. These trends are leading to a network of physical devices, vehicles, home appliances, and other items embedded with electronics, software, sensors, actuators and connectivity which enables these things to connect and exchange data, creating opportunities for more direct integration of the physical world into computer-based systems, resulting in an increasing need for specialised high precision products. Interplex s strength in designing, developing and manufacturing HPP with very tight tolerances creates opportunities in the markets where the two trends are moving towards. Mission critical nature of the products with significant barriers to entry leading to strong customer retention. Interplex believes that it has a strong defensible position in specialised industry groups which is diffi cult to replicate for new entrants. For example, in the Auto industry, Interplex is a supplier to many tier 1 suppliers to OEMs. It is typical for any supplier in the industry to undergo a design and qualifi cation process (PPAP) 1 of between 18 to 24 months with such customers before that supplier will qualify to be on the customer s approved vendor list, or AVL. Interplex s compliance press-fi t connector portfolio cannot be easily replicated by competitors due to the lengthy validation process. Every new product generation requires approximately 2 years of actual driving validation. Due to the homologation of end products as well as the frequent need for regulatory approval, a change of supplier would also be very costly and a viable alternative would be logistically diffi cult to source. Further, any such supplier will also need to demonstrate that it has the fi nancial capacity to fund the investments or costs incurred through the qualifi cation period, as well as a global footprint, particularly in the geographies in which its customers operate to be able to respond to its end-customers needs on a swift and timely basis. Interplex believes that the increasing electrifi cation and complexity of precision components used in the automotive industry will only serve to increase those qualifi cation periods and the fi nancial demands made on potential new market entrants. Once a supplier is qualifi ed to be on the customer s AVL, the product life-cycle for the components in question is typically a seven to ten year period, during which time customers are unlikely to seek out competing suppliers on account of high switching costs (as it is the customer who bears the cost of the capital expenditure required for tooling and the relevant qualifi cation costs), and their desire to achieve a consistent supply of quality components built to their specifi cations. In addition, and in light of the critical nature of Interplex s products, customers prioritise the quality and reliability of components manufactured by their suppliers as well as on-time delivery over cost, with any new market entrants therefore unable to compete with incumbent market suppliers solely on the basis of pricing. 1 Production Part Approval Process (PPAP) is a standardized process in the automotive and other industries that helps OEMs and suppliers communicate and approve production designs and processes before, during, and after manufacture. 149

164 In the MLS industry, the components for the medical devices that Interplex s customers manufacture and market are subject to regulation and approval by numerous worldwide regulatory bodies, including the U.S. Federal Drug Administration, and comparable international regulatory agencies (i.e. EU MDR). These agencies require manufacturers of medical devices to comply with applicable laws and regulations governing development, testing, manufacturing, labelling, marketing and distribution in order for their products to gain approval. Medical devices are also generally subject to varying levels of regulatory control based on the risk level of the device. Accordingly, this validation and approval process leads to the same supply-side dynamics as the automotive industry, with customers being unlikely to seek out competing suppliers on account of high switching and qualifi cation costs. Similar to Auto, the supplier qualifi cation timing is long at more than 24 months, and the product life cycles for MLS products are typically between ten to fi fteen years. Interplex boasts a track record of successfully designing and manufacturing technologically complex medical devices and has professionals with more than 120 years of collective experience in the design of medical products. In the DT industry, specifi cally in Datacom, Interplex is one of the few suppliers with a global presence that can industrialise complex structural enclosures and racks where it is required to launch up to 400 tools in order to meet very tight time lines and with the ability to concurrently launch all products. Interplex is also providing engineering solutions to an increasing demand for taller racks and smaller enclosures to address space constraint issues in data centres as well as improve heat dissipation as CPUs get more powerful. In the Telecom space, Interplex focuses only on customised miniaturi sed interconnect solutions where very high metal tolerances are key for our customers design and manufacture process. This ability to produce high quality products in a comparatively short timeframe helps customers shorten the time-to-market for their own products, which Interplex believes provides it with a distinct competitive advantage. Additionally, Interplex is the sole supplier to many of its DT customers and is able to pass through raw material price increases, both of which are traits unique in this industry. Unlike the Auto and MLS industries, the supplier qualifi cation process is shorter (~12 month) and the product life cycles for DT products are typically between two to three years. Interplex believes that, although switching suppliers is possible for its customers, there are no real practical benefi ts for its customers to do so given the costs, investments and time-consuming qualifi cation process associated with switching. Diversified customer portfolio and long-standing relationship with blue chip customers (as a % of revenue) Interplex serves a diverse set of customers by mainly offering a broad range of customised interconnect and sensor solutions, and high precision parts in different industries, countries and end-markets. No single customer accounted for more than 10% of the Group s revenues based on the average for the last three years and the Group s top 10 customers accounted for 45% of the Group s revenue for the fi nancial year ended 30 June 2018 with an average client relationship of 19 years. Additionally, 73% of the Group s top 30 customers have had a relationship of more than 10 years with the Issuer. As of 30 June 2018, approximately 78% of Interplex s top 30 customers are single source (meaning that there are no other manufacturers supplying the same products under the same programme) and 6 7% of Interplex s revenue from top 30 customers operate from more than two locations. As at the Latest Practicable Date, Interplex has not lost any of its strategic customers. 150

165 The following table sets out a summary of Interplex s top 10 customer relationships (1) : Interplex believes that it has become and remains an integral part of many of its customers product development and manufacturing, offering not only product development and industralisation, but also providing innovations and solutions. For example, Interplex was able to provide new solution with its development of Bipolar Plates in relation to Hydrogen Fuel Cells which enables its customers to meet increasing design challenges in their respective industries with greater effi ciency and therefore at optimal cost. Single-sourced MSPAs with cost pass-through providing revenue and margin visibility Customers in Interplex s core markets usually enter into Master Sale and Purchase Agreements ( MSPAs ). Although MSPA s are quite common in the industry, commodity price pass-through clauses are relatively unique to Interplex, whereby the customer agrees to adjust payment terms under the MSPA periodically in order to account for higher commodity prices. Most of Interplex s MSPAs include contractual features such as pre-agreed pricing with escalation mechanisms; fi xed raw material suppliers appointed by customers; commodity price pass-through clauses and fi xed capacity investment for a given programme. Interplex s MSPAs also typically involves co-investments from customers and who may be required to invest more if product volumes increase. MSPAs have business revenue cycles of fi ve to 10 years. Interplex also benefi ts from capital expenditure co-investment by its customers, as part of which, customers typically invest in all the tooling, automation and special secondary processes when needed, while Interplex will invest in the generic machinery, which can be used across the board for programmes with other customers. In addition, any costs associated with changes in specifi cations, production and/or logistics are also typically passed through to the customers (such as overtime and freight costs amongst others). Interplex also has the opportunity to re-negotiate with customers if their previously forecasted volumes do not materialise. For the fi nancial year ended 30 June 2018, 77% of Interplex s revenue from top 30 customers is derived from programmes in place with MSPAs. Global footprint serving customers locally Interplex s operations include 34 facilities (many of which are owned directly by Interplex) in 13 countries across Asia, Europe and North America, all of which are globally-coordinated and offer customers the fl exibility of choosing from different manufacturing locations, dependent on their specifi c manufacturing requirements. Interplex s facilities are often located in close proximity to its customers facilities or strategic distribution centres, which, among other benefi ts, enhances co-development opportunities, shortens their time to market and reduces their transportation costs. The Issuer s global footprint is well aligned with its customers as they are forced to move from a regional mindset to a global one and Interplex is one of the few players who are capable to servicing each client from multiple locations. Most of Interplex s manufacturing facilities have adopted a mirror concept, with the objective of facility having the capability to seamlessly manufacture products from a different facility. Interplex believes that its global manufacturing footprint increases its scalability as it can transfer product manufacturing capability across plants and manufacture simultaneously in different locations using replicants of the tools and dies. Additionally, most of the Group s employees are based in Asia with approximately half employed on a contract basis. This allows Interplex to have greater fl exibility in manpower allocations, cost structure adjustments, thereby serving its customers at all stages with low cost solutions. 151

166 The following diagram illustrates Interplex s global footprint as at the Latest Practicable Date: (5 facilities) Interplex believes that there is an increasing trend towards the consolidation of suppliers to customers in the major industries which it serves, and in particular, in the automotive, medical and life sciences and cloud computing industries, as customers in these industry segments prefer to work with a single supplier that provide Any Solution, Anywhere. In addition, multinational companies in these industries typically require their suppliers to have a global footprint that matches their presence in key geographic markets in order to ensure consistency in the quality of products and services provided to them and an ability to meet and react swiftly to their specifi c regional and local requirements. Interplex is well positioned to take advantage of this trend: in addition to its global footprint, Interplex believes that it is one of the few companies in the industry globally capable of providing a truly vertically integrated end-to-end service to its customers. Interplex believes that this full integration strategy is a key competitive advantage in critical mission applications, as customers in this rapidly changing global business environment now prefer working with partners who are able to fully control their product supply chain which ensures high quality and the reliability of the products. Interplex also possesses a broad range of know-how in a myriad of manufacturing processes and research and development ( R&D ) capabilities in the industry. Today, the Issuer believes that it does not have a one to one competitor that can provide the same breadth of solutions to its customers across industries. As part of Interplex s broad range of design expertise and process capabilities, its in-house laboratories also provide comprehensive laboratory and reliability testing services (including plating R&D and metallurgy expertise). This encourages and incentivises Interplex s customers to co-develop and manufacture entire products under one roof, and combined with Interplex s global footprint, allows it to provide its customers with customised end-to-end solutions across various geographies, and thereby being able to swiftly respond to any requirement adjustments. Interplex believes that its commitment to working closely with customers from the early stages of design and product development to the engineering and manufacturing of products enables it to develop a specialised understanding of its customers and their requirements, and to provide end-to-end valueadded services through each stage of its customers manufacturing process, thereby being central to the vertical integration of its customers supply chains. 152

167 Experienced management team with strong shareholder support. As of the Latest Practicable Date, Interplex s Board of Directors consists of six members, two of whom are non-executive directors. Interplex believes that each brings a unique skill set that is benefi cial to it, particular as it looks to execute its strategic objectives. For example, Mr Timothy Conlon, one of the nonexecutive directors, has more than 20 years of senior management experience in the interconnect and printed circuit board (PCB) industry while Mr Paul Hermes, also a non-executive director, has extensive experience in the research and development component in the medical and life sciences industry as former CTO of a sub-division of Medtronics. See Directors and Management for further information on Interplex s Board of Directors. Interplex also benefi ts from a strong management team with extensive experience in sales, design, precision engineering and manufacturing. Several members of the senior management team have strong track records in optimising operations, executing strategic changes and creating shareholder value, and also have experience in managing publicly listed companies with international operations. Interplex s management team has effected a number of operational, strategic and organisational changes that have helped and will continue to help strengthen its competitive positioning and fi nancial performance. For example, the management has adopted a strong focus on quality optimisation, with the implementation of the Interplex Business System, which aims to articulate a quality process for Interplex. This is of particular signifi cance in the industries where quality of is of paramount importance, such as the automotive and medical and life sciences industries, where product liability risk and associated costs of product recalls is particularly signifi cant. In addition, Interplex is wholly-owned by Slater Pte. Limited, a wholly-owned subsidiary of BPEA, which acquired the Issuer in June See History and Background, above. BPEA is a private equity fi rm which runs a pan-asian investment programme, specialising in mid-market companies requiring capital for expansion, recapitalisation or acquisitions, and is one of the largest independently owned private equity fi rms in Asia. BPEA was named the 2015 Asian Private Equity Large Cap Firm of the Year by Private Equity International, and has a strong operating platform and an extensive network to support client operational initiatives and capital markets activities for its portfolio companies. BPEA has been actively engaged in the technology sector in Asia and has leveraged its strong track record in that sector to support Interplex s management. Since the acquisition of the Issuer by BPEA, it has assisted Interplex in strengthening its leadership team, improving sales force effectiveness, enhancing employee satisfaction and further reinforcing corporate governance, thereby aiming to create sustainable value to Interplex. BPEA will continue to support Interplex in its initiative to prioritise strong organic growth while continuing to adopt a disciplined approach to acquisitions, focusing on bolt-on targets that are complementary to its business. Strategies Today, Interplex s customers are fi nding it increasingly diffi cult to address the higher degree of design complexity arising from more challenging applications as well as more stringent regulatory requirements. OEMs are demanding that suppliers support them in areas in which they do not have adequate expertise to be able to achieve their technology and innovation roadmap. Therefore, Interplex s long-term strategy is to continue to invest more into providing new innovative solutions in the customised interconnect, sensors and high precision products space while continuing to leverage its strengths to maintain and build on its existing business as well as to focus on the Auto, MLS and DT segments which enjoy higher barriers to entry and comparatively higher margins. Interplex believes that this objective can be achieved through the implementation of the following strategies: Focus on high growth segments. Interplex has a diverse set of customers that operate in a wide variety of industries across diverse geographic locations, and it is able to develop tailored solutions for specifi c industries. Over the past few years, Interplex s range of expertise has allowed us to expand our solutions to customers in diverse end markets with high growth potential. Interplex aims to continue to focus on establishing and growing our presence in such high growth markets such as Auto and MLS, in order to continue to build on and benefi t from the competitive advantages that Interplex currently enjoys from its existing business model. See Strengths, above. 153

168 Interplex is moving away from a generalist approach as it believes that an industry group-focussed model is optimal to cementing its strategic position that will allow it to access higher margin work in the long term and keep economies of scale in the process. As such, and given Interplex s current presence in industries which are characterised by intensive qualifi cation processes and complex industrialisation (see Competitive Strengths Mission critical nature of the products with signifi cant barriers to entry, above), Interplex aims to continue to leverage its technological and R&D design expertise and manufacturing capabilities to focus on these industries. This approach has led to the adoption of Interplex s current operating structure. See Business Operations - Operating Structure, below. Sales transformation Interplex will continue to upgrade its new corporate sales organisation to focus on key high growth markets and engage its global footprint and vertically integrated capabilities to serve its global customer base. Interplex seeks to implement its strategy with a focu sed sales and marketing team and by providing integrated solutions to customers and adding new services to its existing network of globally-coordinated manufacturing facilities. Additionally, Interplex has made key changes to the sales functions and created a new central sales organisation to manage key global strategic accounts in the targeted high growth automotive and medical and life sciences markets. This central sales organisation comprises global strategic account and regional account management under the supervision of the senior vice-president of sales. Global strategic accounts are managed by global account managers while regional accounts are managed by a regional sales team. Interplex has also invested in new customer relationship management systems, and designed and implemented detailed account plans for each of its key accounts, which include a product roadmap strategy aimed at offering complementary services and solutions to its existing customers. Expand and build the business around customised specific application solutions In addition to the focus on high growth markets, Interplex believes that it will be able to enhance its margins by focusing on designing, developing and manufacturing customised interconnect, sensors and high precision products. Interplex believes that this will position it optimally to continue to entrench itself in the supply chains of customers who seek out solutions providers that are able to provide engineering capabilities in their vertically integrated supply chains. To achieve this objective, Interplex is increasing its investments into product development and specialised R&D centres (including in-house laboratory capabilities related to plating, metallurgy and additive manufacturing) to enhance its capability to provide value-added customised solutions to its customers. In addition, Interplex has also strategically put in place product development teams across Asia, Europe and the United States in order to serve its customers that have global operations and in various industry groups as well as to support the R&D activities of its local manufacturing facilities. Interplex believes that this provides it with a greater understanding of and ability to respond to its customers local requirements, and enhances its ability to provide customised and vertically-integrated products and solutions. As at the Latest Practicable Date, Interplex has nine product development facilities in California, Michigan, Illinois, Germany, Scotland, Hungary, Suzhou, Hangzhou and Singapore, respectively. See Manufacturing, Research and Development Manufacturing Locations, below. Interplex also has innovation centres which provide the industrialisation support for new products and specialised research labs in the areas of metallurgy, plating technology and metal 3D printing. These innovation centres also have an advanced tooling and automation centres to support all types of product industrialisation. Some of the additional services provided by the innovation centres include design, prototyping, sheet metal fabrication, lab testing, new technology development, plastic moulding, and precision tool and die making. Interplex has nine research facilities located in six countries around the world, which are strategically located close to its customers. 154

169 Interplex Product Development Facilities The product development teams, together with the innovation centres, are strategically located in close proximity to Interplex s customers engineering centres (where decisions are made), and to complement its manufacturing facilities by providing round-the-clock support for technological knowledge, engineering expertise and design capabilities, which enables it to meet customer requirements for fast turnaround, customised fi t, special functionality and fast production ramp-up. Improve operational efficiency As Interplex expands its capabilities, it will continue to focus on business process automation to create profi tability analyses and operational key performance indicators, which it believes will allow management to make strategic business decisions. Interplex will look to build an operational improvement team focused on increasing profi tability for key programmes through better production planning, improving machine utili sation and higher quality processes. Interplex also aims to target headcount optimisation and productivity improvement through process streamlining and automation. BUSINESS OPERATIONS Operating Structure Interplex organises itself in four industry groups, which are aligned with the broad industry segments that it serves. The following diagram illustrates Interplex s operating structure, with each industry group described in more detail below: Interplex Holdings Pte. Ltd. Automotive Industry Group Data and Telecom Industry Group Medical and Life Sciences Industry Group Others Industry Group Industry Groups The following table sets forth the revenue generated from each of the industry groups for the relevant periods: Financial year ended 30 June (US$m) / % of total revenue Industry Groups 2016 % 2017 % 2018 % Automotive % % % Datacom and Telecom % % % Medical and Life Sciences % % % Other % % % Total % % % 155

170 Automotive Industry Group This group designs, develops and manufactures mission critical interconnect customised solutions, sensor connectors and high precision products. It is a trusted provider of customised solutions (with under the hood application or for use in other harsh environments) to Tier 1 automotive OEMs. These components are certifi ed to standards such as USCAR, AIS and ISO/TS-16949, which are then incorporated as key elements within its customers products. It acts as a full design partner for the supply of complete inter-connect power and signal solutions, sensor connectors, battery integrated systems (for ev), mechanical to digital mechatronics inter-connect systems, IGBT lead frames, mechanical EMI Shield chassis assemblies and integrated high precision steering column systems and more. The solutions offered by this group include sensors, power-train control interconnect modules, compliance press-fi t connectors, connectors, speciali sed rubber products for harsh environment, safety products like seat-belt pinons, battery distribution systems, steering column systems, EMI shielding enclosures, bipolar fuel cells for Hydrogen battery and 48V Interconnects systems among many others. The end market sub-segments it serves include autonomous driving sens ing, EV/Hybrid battery integrated systems, power-trains and hydrogen fuels cells. Data and Telecom Industry Group This group designs, validates, industrialise and manufactures enclosures, specialised racks (i.e. seismic racks), highly cosmetic bezels, customised miniature connectors and high precision products focused on hyper-scale data centre infrastructure, storage and smartphones. The end market sub-segments it serves include cloud computing, datacentres, smartphones and enterprise storage. Medical and Life Sciences Industry Group This group designs, develops and manufactures of mission critical interconnect customised solutions and specialised precision products for diagnostic equipment, surgical devices, consumer medical devices, other connectors, electrical tooth brush engines, catheters and healthcare device sub-components (i.e. for sleep apnoea and glucose wireless monitors products). Design engineers from this group partner closely with its customers from the initial concept through product engineering and prototyping to ensure that the fi nal devices leverage optimal cleanroom production methods for low-cost, high-yield and defect-free quality results. This group has a successful track record of designing and manufacturing technologically complex medical devices including disposable surgical devices, as well as catheter-based devices, implantable components and complex mechanical medical devices. The solutions offered include in-vitro diagnostics test strip port connectors, in-skin sensor deposition devices, catheters and medical carts. The end market sub segments it serves include in vitro diagnostic, cardiovascular, durables and oral healthcare. Other Products Group In addition to the industry groups described above, Interplex also provides the following products and solutions, and continues to serve its customers by providing the following engineering solutions: Industrial products: Interplex provides essential advanced industrial electronics solutions used in new generation residential buildings, infrastructure, automation, heating, ventilation and air conditioning, process controls, power generation and transmission. Interplex s in-house manufacturing expertise allows it to focus on delivering the best integrated mechanical and electromechanical solutions, and has the ability to integrate a wide range of advanced processes and technologies to deliver optimal design and manufacturing approaches for every project. Interplex practices a concept-to-production approach that shortens time-to-market, lowers cost and delivers long-term value over the entire product life cycle. Some industrial products which Interplex has produced include connectors, fuse products, circuit breakers and switches, power distribution boxes, contactors, points of sales, power tools and compressors. 156

171 Other solutions: Interplex also provides customised solutions to a wide range of industries such as industrial products, industrial electronics, white goods, printing & imaging and aerospace. Examples of products include custom miniature inter-connect products, fuse products, circuit breakers, rubber seals and gaskets for the gas industry and high precision mechanical components for aerospace. The end market sub segments it serves include industrial products, industrial electronics, white goods, printing & imaging and commercial jet engines. Interplex s Products, Solutions and Services Interplex has expanded its offerings to provide a full range of design and manufacturing solutions to its customers, including product design, engineering, manufacturing, fi nishing and sub-assembly. Interplex combines its products, solutions and services to deliver end-to-end solutions to its customers across its key industry groups. The diagram below illustrates Interplex s approach to bring its expertise to bear in the manufacturing of specifi c products and delivery of services, supported by its solutions and core competencies: Expertise Build to Specification Application Engineering & Product Development Industrialization & Manufacturing Development Collaborative Designs with Customers Custom Applications Solutions Products Compliance Press-Fit Connectors Custom Connectors Sensors Mechatronics Interconnect Systems Battery Distribution Systems Signal-Power Lead Frames Interconnect EMI Enclosure Shielding Power/Battery Connectors Precision Rubber and Conductive Rubber Capabilities R&D In-House Tooling Design & Fabrication High Precision Product Design Additive Manufacturing Plating Chemistry R&D Material Science Skiving Technology Product Validation & Qualification Testing Cold-Forging Product Design Manufacturing (A Sample) High Tonnage Stamping Precision Insert Moulding Progressive Stamping Precision Machining R2R Chemical Etching Electroplating Deep Drawn Surface Treating Precision Rubber Moulding Functional Plastics Automation, Vision Welding Technology Anodizing Heat Treating & Skating Die-casting Products Interplex designs and manufactures a wide range of customised interconnect solutions, sensors connectors as well as high precision components which provide the foundation technologies foundation for its products and solutions. The following table sets out the more typical examples of these components and their typical product lifecycle as at the Latest Practicable Date: Relevant Industry Group Products Typical Product Lifecycle Automotive Sensor connectors housings Brake control connector enclosures 48V signal/power lead-frame connectors Automotive battery interconnect systems Automotive inverter signal/power leadframe interconnect systems Steering & other power-train interconnect systems Hydrogen bi-polar plates 7-10 years 157

172 Relevant Industry Group Products Typical Product Lifecycle Steering sub-assemblies and Components EMI shielding enclosures Busbar interconnects IBGT lead frames (new) Compliance press-fi t pins Custom antenna & board to board connectors ECUs high density connector headers Bud Mate TM 60A connector Solder Bearing lead connectors Power and/or signal interconnect solutions Mechatronics interconnect Battery distribution systems Mechanical-to-digital interconnect lead frames Capacitor holders High precision products Data and Telecom Racks and enclosures for enterprise servers Specialised seismic racks HDD carriers Cosmetic bezels High precision miniature interconnects for smartphone and accessories Medical & Life Science In-vitro diagnostics test strip readers Electronic interfaces for blood glucose monitors Glucose contacts In-skin sensor deposition devices Battery contacts module for laparoscopic surgical devices Etched lancet for wireless blood sugar monitoring levels Flex circuit interconnect assemblies for electro surgery Fully assembled and packaged catheters Medical carts Stamped, moulded and assembled CPAP devices Glucose sensor deployers Glucose reader connectors Other Products Industrial products: custom miniature inter-connect products; fuse products; circuit breakers and switches; power distribution boxes; contractors; points of sale; power tools and compressors Rubber seals and gaskets for natural gas, automotive and home appliance industries Enclosures for office automation equipment White Goods High precision mechanical components for aerospace 2-3 years years Range from 3-10 years 158

173 Research and Development Interplex maintains dedicated product development and technical innovation centres in China, Singapore, North America and Europe, which provide a wide range of innovative value-added customised interconnect, sensor connectors and high precision products design services to meet its customers increasingly challenging design requirements. These R&D centres operate seamlessly with Interplex s designers and process specialists through its 34 manufacturing plants across 13 countries. Application Engineering and Product Development Services Interplex develops application-specifi c engineered solutions, and acts as a one-stop shop for full product development and design services from simulation to full design and production validation and testing, and partners with customers and technology companies to design, develop and industrialise new technologies and products to meet its customers application-specifi c needs. Industrialisation and Manufacturing Development Services Interplex offers customers a Close to the Customer global deployment manufacturing strategy. It combines its application development capabilities with its manufacturing global expertise. Additive Manufacturing (3D Printing) Interplex s utilisation of hybrid additive manufacturing. especially for its metals and plastics products. reduces the time taken for traditional mould fabrication. Compared to traditional machines, this technology allows the use of integrated conformal cooling channels, a process which cannot be achieved by the more traditional methods of mould production. Plating and Chemistry R&D The plating process is enhanced by continuous R&D and is supported by defect and failure investigations. Through such quality testing and long-term studies, Interplex will be able to identify problem areas and propose targeted solutions which enhances its plating processes on an ongoing basis. The R&D Plating Team also focuses on developing new plating chemistries to address its customer different needs as well as addressing industry wide design challenges, especially in the automotive market. Metallurgical Lab The metallurgical lab encourages material study and evaluation of metals and other alloys used by Interplex s customers in their designs. When an issue is encountered or the customers requires Interplex to fi nd alternative lighter solutions in relation to a particular raw material, Interplex can facilitate this through this lab. The lab also supports research functions. Not only does this allow Interplex to develop its own materials database, but the ability to perform in-house lab tests reduces the costs of outsourcing and improves Interplex s responsiveness to its customers and quality controllers. Product Validation and Qualifi cation Testing Interplex prioritises quality in its manufacturing operations. As such, product qualifi cation and reliability testing is vital to its functions as it puts the manufactured products to the test and provides feedback on the products reliability. 159

174 MANUFACTURING, RESEARCH AND DEVELOPMENT Manufacturing Locations The following map illustrates Interplex s global manufacturing and product development footprint as at the Latest Practicable Date: (5 facilities) Product development teams offer innovative, applications engineered solutions to Interplex s customers toughest challenges. Interplex s dynamic team of technical professionals utili ses emerging technologies to develop customi sed products designed for optimal manufacturability and industrialisation. With nine locations worldwide, Interplex brings the highest quality solutions to customers, wherever they are. Interplex s innovation centres are a one-stop innovation solution centre that acts also as an incubator for new technologies & manufacturing technologies. Innovation centres provide the industrialisation support for new product introduction as well as speciali sed research labs in the areas of Metallurgy, Plating Technology and Metal 3D Printing. Interplex innovation centres also have internal advanced tooling & automation centres to support all types of product industrialisation. AWARDS Interplex has received several awards and accolades from several of its top customers, including attaining the Premium Supplier status awarded by Continental in This award is in recognition of Interplex having met the strict evaluation criteria and expectations of its customers. In May 2018, one of Interplex s Indian subsidiaries was also awarded a certifi cate for being the Best Supplier for the Short Time Volume Ramp Up by Bosch. COMPETITION Interplex faces competition in the markets and industries in which it operates, though the Issuer believes that there is no single competitor who competes with Interplex across the full range of its products and the markets in which it operates. Depending on the product type and market, Interplex competes against large, multinational corporations as well as smaller, niche European companies providing a limited range of products and with a lesser operation footprint than Interplex. Across its key industries, particularly the automotive industry group, there are high barriers to entry, and competition comes primarily from established western players in the interconnect market. Any such competitor will also need to demonstrate that it has the fi nancial capacity to fund itself through the qualifi cation period. Any potential new market entrants would therefore require signifi cant investments in specialised tooling and manufacturing equipment as well as a skilled labour force and the ability to undergo time and capital-consuming rigorous pre-qualifi cation processes with customers. Any potential new market entrant is also immediately at a disadvantage due to the lack of a global footprint. The Issuer believes that the size and reach of Interplex s global network and its focus on its client s customised design requirements allows Interplex to compete favourably with many of its competitors. 160

175 Interplex s key competitors include Aptiv, Amphenol, TE Connectivity, Molex, Swoboda, Kramski Soehner Tech and a few others. Although the fi rst four are signifi cantly larger, they are spread over larger markets and industries than Interplex, and the Issuer believes that in areas where they compete directly with Interplex, they do not have the same breadth of capabilities. Interplex has the ability to provide a complete range of customised interconnect, sensors and high precision product solutions across key strategic regions for the markets it serves that these players do not have the capability to do so at this stage, and for this reason, believes that it does not have any direct competitor. Additionally, Interplex s produces customised interconnect products which undergo long qualifi cation and regulatory processes (PPAP). On the contrary, these players mostly produce standardi sed connectors and only some of their products require PPAP. Although these players are signifi cantly larger, they cannot easily replicate the range of customised solutions that Interplex offers. See Competitive Strengths Mission critical nature of the products with signifi cant barriers to entry leading to customer stickiness, above. CUSTOMERS Interplex has established a broad and geographically diversifi ed customer base, with no single customer providing more than 10% of its total revenue based on the average for last three years. As such, Interplex is not overly reliant on one or a small customer to maintain its revenue stream. As at the Latest Practicable Date, 96% of Interplex s top 30 customers are based in Europe, USA and Japan. Although Interplex has signifi cant exposure to the US and Chinese markets, the Issuer believes that disagreements between the two nations are unlikely to materially impact the performance of Interplex. The majority of the goods produced in China are shipped to customers within China. For the fi nancial year ended 30 June 2018, only approximately 7.2% of revenues relate to goods that are shipped from China to the US. Of this, Interplex believes that products impacted by tariffs include server and enclosures, automotive connectors and sensor housings where all relevant taxes and ta riffs can be passed through to most of its customers. For auto connectors and sensor housings, near term risk is mitigated by the long and costly qualifi cation process and lack of direct competitors which reduces substitution risk. Interplex s low cost global manufacturing footprint also allows for fl exibility in manufacturing locations. Interplex is also able to serve its customers through mirror sites across multiple locations. Therefore, Interplex could work with customers to move production to locations outside of China should the need arise in the longer term. The Group management continually monitors latest developments on other product categories and is constantly reviewing the inventory levels of these products. Updates on customer forecasts are produced weekly and production schedules are adjusted accordingly. The table below sets out Interplex s customers across different industry segments as at the Latest Practicable Date: Automotive MLS D&T Others Autoliv Borgwarner Brose Continental Denso Fujikoyo Hella Magna Magneti Marelli NIO Robert Bosch Schaeffl er Sensata Skoda Tesla ThyssenKrupp Valeo Volkswagen ZF TRW Abbott Agilent Becton Dickson Boston Scientifi c Covidien Fisher and Paykel Insulet Corporation Johnson and Johnsons Medtronic Philips Cisco Dell EMC Hewlett Packard Juniper MNC of consumer electronics products Palo Alto Seagate Western Digital Brother BSH Canon Emerson Fujixerox Kyocera Legrand Safran Schneider Sony 161

176 As of 30 June 2018, approximately 78% of Interplex s top 30 customer revenue comes from accounts where it is the sole supplier. RAW MATERIALS, COMPONENTS AND SUPPLIERS Steel, aluminium and copper make up the majority of Interplex s direct raw materials. Prices of raw materials are usually determined by reference to prevailing market spot prices. Interplex does not hedge its exposures to commodity prices due to its ability to pass through the material prices to its customers. In light of the stringent quality standards that Interplex is subjected to by its customers, all of Interplex s supply sources are prescribed and subject to a pre-approval process by its customers. Interplex does not therefore believe that it is subject to supplier concentration in any one or more of its industry groups. CORPORATE GOVERNANCE Interplex is committed to achieving high standards of corporate governance, including transparency, openness, probity and accountability. Interplex has controls in place for several key functions, with regular audits of these controls. It also continuously upgrades its internal processes to improve controls. Interplex is committed to adopting international best practices in corporate governance. HUMAN RESOURCES AND ENVIRONMENTAL, HEALTH AND SAFETY Employees As of the Latest Practicable Date, Interplex s total headcount stood at over 14,399 individuals. The management believes that Interplex maintains good relationships with its employees. Occupational Health and Safety Interplex is subject to various laws and regulations governing occupational health and safety promulgated by the governmental authorities of the various territories in which it operates. From time to time Interplex may be subject to health and safety claims, penalties or disciplinary actions stemming from occupational accidents causing health or safety issues. As of the Latest Practicable Date, Interplex is not subject to any health and safety claims, penalties or disciplinary actions which may have a material adverse effect on Interplex s business and its results of operations. Interplex believes that it is in compliance in all material respects with applicable occupational health and safety regulations in the jurisdictions in which it operates although there may be instances of noncompliance from time to time. Interplex places emphasis on health and safety at its production lines and it has implemented the following measures to minimise the exposures of its employees to risk at work: (i) guidelines, best practices and tips on occupational health and safety such as measures and procedures on emergency response, (ii) occupational health and safety training; and (iii) protective personal protection equipment ( PPEs ), accessories and equipment are made available to its employees and regular maintenance regimes are conducted to ensure that these PPEs, accessories and equipment are being properly used. In order to further minimise potential future risks associated with occupational health and safety, Interplex plans to: (i) intensify the training of staff members to raise their safety awareness including but not limited to regulatory compliant training and cross-sectional training; (ii) adhering strictly to the standards provided by Interplex s global health and safety management system; and (iii) enhancing the operational health and safety of Interplex s staff by improving the production environment, intensifying onsite supervision and perfecting health and safety production management policy. Environmental Protection Interplex s four main categories of contaminants are consumption sewage, hazardous waste, solid waste materials and air pollution. Interplex recognises the importance of environmental protection and adopts stringent environmental protection measures in an effort to reduce the impact of its operations on the environment and reduce vulnerability to liabilities under the prevailing environmental protection laws and regulations. In order to contribute to the overall well-being of the society, improve the quality of life and raise the standards of living. Interplex seeks to abide by the motto: Employee involvement, protection of environment, energy conservation and reduction of pollution. 162

177 Interplex is committed to the conservation of natural resources, the reduction of waste and recycled materials. In order to minimise potential environmental impacts, appropriate training for employees, temporary workers, subcontract workers, vendors and facility subcontractors on environmental requirements are conducted to ensure comprehensive understanding and incorporation of environmental protection into their daily work processes. Interplex has established a Compliance team to set objectives and goals within reasonable time frames. The team regularly monitors and continuously improves Interplex s environmental management policies. Where required, Interplex performs and observes requirements of customers to produce green and environmental production according to their requirements. Most importantly, Interplex strives to conduct its business in a manner that is compliant with the applicable environmental laws and regulations in each of the territories in which it operates and, to the extent practicable, minimises any adverse effect to the environment resulting from its operations. As of the Latest Practicable Date, Interplex is not subject to any material fi ne or claim arising from noncompliance with environmental regulations. Interplex is also not involved in any material proceedings or investigation by the relevant authorities (whether current or pending) for violation of any local environmental protection laws or regulations, although it may, from time to time, be so subject or involved. INTELLECTU AL PROPERTY: PATENTS, TRADEMARKS AND LICENSES Interplex places a high priority on intellectual property protection in view of the advanced technology of its products and production methods and, accordingly, has a policy of applying for patent protection in relevant countries for its signifi cant design innovations. Interplex currently has approximately 56 active or pending patents and applications in relation to its intellectual property. From time to time Interplex may be involved in proceedings relating to intellectual property rights. As of the Latest Practicable Date, Interplex is not involved in any proceedings of a material nature in respect of, and it has not recieved any notice of any claims of a material infringement of, any intellectual property rights that may be threatened or pending, in which Interplex may be involve whether as a claimant or as a respondent. INSURANCE Interplex has purchased from third-party insurance companies, insurance policies to cover assets against losses from fi re and other risks to properties. It also maintains insurance policies against thirdparty liabilities, including a commercial general liability policy, employee dishonesty liability insurance and professional liability insurance, in addition to employment practices liability insurance, and such other insurance policies as required by applicable law and/or contract and which Interplex believes to be customary. LEGAL AND REGULATORY MATTERS As of the Latest Practicable Date, Interplex has obtained and maintained all the permits, licen ces and certifi cates that are material to its operations. As of the Latest Practicable Date, Interplex is not involved in any litigation, claim, administrative action or arbitration, which may have a material adverse effect on its operations or fi nancial condition. Interplex is not involved in any proceedings the outcome of which may have a material adverse effect on its business, fi nancial conditions or results of operations. 163

178 DIRECTORS AND MANAGEMENT Board of Directors Information on the business and working experience of each of the directors of the Group is set out below: Mr Alessandro Perrotta Director and Chief Executive Officer Mr Perrotta joined the Group as an advisor in April 2016 and was appointed Chief Executive Offi cer in November Mr Perrotta has extensive experience in the electronic and connector industry and a strong track record of turning around businesses. Prior to joining the Group, he was Chief Executive Offi cer of FCI ( ), Executive Vice President of REC Solar & Modules ( ) and Corporate Vice President and Group GM of Amphenol Mobile Consumer Products ( ). He has also held senior positions, including that of Senior Technical & Strategic Advisor to the CEO of Amphenol. Mr Perrotta holds an Executive Master of Business Administration from the University of Miami, a Master of Science in Electrical Engineering from Villanova University and a Bachelor of Science from Temple University. Mr Gordon Shaw Sun Kan Non-Executive Director Mr Shaw joined BPEA in 1998 and is responsible for BPEA s investments in Greater China. Prior to joining the BPEA, Mr Shaw was a Director of AIG Global Investment Corporation (Asia) Ltd. in Hong Kong. He was also the Head of Equity Investment Department at Nan Shan Life Insurance (an AIG subsidiary in Taiwan at the time). Before that, he worked in Citibank s Asian Private Equity and Corporate Finance departments. Prior to his career in fi nance, Mr Shaw was a Senior Design Engineer at Schlumberger Technologies in San Jose, California. Mr Shaw holds a Master of Business Administration from the Columbia Business School and a Bachelor of Science in Electrical Engineering from the Massachusetts Institute of Technology. Mr Paul Hermes Non-Executive Director Mr Hermes joined the Group in January 2018 as Non-Executive Director. Prior to joining the Group, he was Chief Technological Offi cer, Surgical Solutions with Covidien, where he oversaw the R&D division for the Covidien Surgical Solutions business. Prior to that, he has also worked in Tyco Healthcare, where he re-engineered the portfolio at United States Surgical through the elimination of poor performing projects from the portfolio and addition of critical projects to fulfi l the medium-term needs of the business. In his career, Mr Hermes has managed large, multinational R&D operations and facilitated the turnaround of two business units through the launch of new products. He was hired to provide strategic guidance to management of the Medical Division and to provide advice on development of business strategy, product roadmap and technologies and bolt-on acquisitions. He was pivotal in setting up and managing Covidien s R&D sites in China, India and Singapore, and launched some of the most signifi cant new products in the medical devices space highlighted by the LigaSure TM product platform. Mr Hermes graduated from University of Connecticut, USA with a Bachelor of Science (Chemistry) in Paul holds a number of US and international patents with several more patents pending. He serves as a director for a number of venture and private equity backed corporations and is active in the community serving as board president for the 4th oldest symphony orchestra in the United States. Mr Timothy Leo Conlon Non-Executive Director Mr Conlon joined the group in March 2017 as a Non-Executive Director. He has more than two decades of public board experience and was previously President and Chief Operating Offi cer at Viasystems Group, Inc., USA, where he developed and implemented a new operational strategy and led a successful operational restructuring of the company. He has also worked in other multinational enterprises such as Viasystems ( ), Berg Electronics Group, Inc., USA ( ), Thermadyne Industries ( ) as well as Amphenol Corp ( ). 164

179 Mr Conlon holds a Master of Business Administration from the Saint Bonaventure University (1980) and a Bachelor of Science from the Gannon University (1973). Mr Conlon also completed the Graduate Executive Management Programme at Penn State University in Mr Conlon was hired to provide strategic guidance to management of the Automotive Division, facilitate introductions to new auto customers, and help with key talent recruitment. Mr Cheong Tuck Kuen Kenneth Non-Executive Director and Chairman of the Board Mr Cheong joined BPEA in 1998 and is involved in BPEA s investments in Southeast Asia. Mr Cheong has also been involved with BPEA s investments in China, Korea, U.S. and India. Mr Cheong was previously a Manager with BZW Asia for three years, where he was involved in corporate fi nance and M&A in the Region. Prior to that, Mr Cheong spent three years with DBS Bank, where he was involved in credit, marketing and loan syndications. Mr Cheong graduated with First Class Honours in Econometrics and Mathematical Economics from the London School of Economics. Mr Michail Vasileios Sursock Non-Executive Director Mr Sursock currently leads a team that supports investments across the BPEA portfolio of companies, pre and post investment. Prior to joining BPEA, Mr Sursock was CEO of KKR Capstone for Asia Pacifi c, where he drove value creation in businesses spanning mining, fi nancial services, industrials, logistics, dairy, FMCG and a wide range of other sectors across the region. He has had deep operational experience in his roles as Managing Director, Vice President Operations Asia Pacifi c and Vice President Global Sales Operations Retail for Motorola. Mr Sursock came to Asia with Mars, where he spent 20 years with roles in Marketing, Sales, Human Resources, Manufacturing and General management across Europe. His most recent role at Mars was as President and General Manager of Greater China, leading a team devising and implementing broad-based strategies which resulted in growing market share to 60 percent of the China market. Mr Sursock is a member of the Asia Turnaround and Transformation Association, and holds a Master of Business Administration in Marketing from the University of Bradford and a Bachelor of Science with Honours in Mechanical and Production Engineering from the University of Leeds. Additionally, Mr Sursock is an Advisor and Speaker at the Tuck School of Leadership Dartmouth and a member of its Asia Advisory Board. He is also a member of the Marshall Goldsmith 100. Senior Management Mr George Thomas Deputy Chief Executive Officer Mr Thomas joined the Group in April 2017 as Deputy Chief Executive Offi cer. He has over 30 years of experience in fi nance and operational leadership roles. Prior to joining the Group, he was Chief Financial Offi cer of FCI, where he helped in the capital restructuring and in the turnaround of the business leading to a successful exit of business to Amphenol. Before that, he was Senior Vice President and Chief Financial Offi cer at Chartered Semiconductor and World-Wide Controller at Schlumberger. Mr Thomas graduated from University of Bangalore in Bachelor of Commerce in 1973 and a Chartered Accountant from the Institute of Certifi ed Public Accountants of India in Ms Soon Swee Har Jocelin Chief Financial Officer Ms Soon is the Chief Financial Offi cer, where she is responsible for the overall fi nancial reporting, treasury, and management information systems functions of the Group. Ms Soon joined the Group in 2010 as the VP, Corporate Finance and was promoted to Deputy CFO in 2013 before she took over as the Group CFO in Prior to joining the Group, Ms Soon was the Group Finance Manager at Banyan Tree Holdings Limited. Before that, Ms. Soon was an audit manager with Ernst & Young LLP, Singapore. 165

180 Ms Soon graduated from the Nanyang Technological University of Singapore in 2004 with a Bachelor of Accountancy (Honours). She is a member of the Institute of Certifi ed Public Accountants of Singapore. Mr Ang Tong Huat Vice President, Infrastructure Enterprise Solutions ( IES ) division Mr Ang is responsible for the business development and operations of the Group s IES division. He joined the Group in 2008 as President, Europe operations and was promoted to the position of Group Chief Operating Offi cer in July 2012, covering the operational matters of the Precision Engineering Division. Prior to joining the Group, Mr Ang was country general manager and vice-president of the GES PRC operations ( ). Before that, Mr Ang held various positions at GES International Ltd ( GES ), including the fi eld of quality assurance in Elbiru Electronics Pte Ltd ( ), SCI Manufacturing (S) Pte Ltd ( ) and Tri-M Technologies Pte Ltd ( ). He started his career as a quality assurance supervisor with Seagate International from 1988 to Mr Ang graduated from Ngee Ann Polytechnic, Singapore in 1985 with a Technician Diploma in Shipbuilding and Repair Technology. He also obtained a diploma in Business Effi ciency & Productivity (Production Management) from the NPB Institute for Productivity Training in Mr Ang attended the Advanced Diploma in Business Administration programme from PSB Academy from 1996 to Mr Teo Guan How Adrian Vice President, Southeast Asia and India Operations Mr Teo joined the Group in 2008 and is responsible for the business development and operations of its businesses in Southeast Asia and India. Previously, he was the Group s Human Resource Director. Prior to joining the Group, Mr Teo was the Director, Worldwide Sourcing Quality Assurance network at Thomson Asia Pacifi c Pte Ltd, where he started as Manager, Sourcing Quality Assurance Asia. Before that, he held various managerial positions at several multinational corporations in Corporate Quality and Manufacturing Support (1994 to 1999), Senior R&D Engineering (1986 to 1987), Product Introduction & Engineering Services (1987 to 1988), Production Control & Material Logistics (1988 to 1990) and Quality (1990 to 1993). Mr Teo started his career in 1985 as an R&D Engineer at Motorola Electronics Pte Ltd. Mr Teo graduated from University of Strathclyde, United Kingdom in 1984 with a Master degree (Research) in Mechanics of Materials. He also holds a Bachelor Degree (Honours) in Mechanical Engineering (1983) from the same University. Mr Bay Lim Thiam Vice President, China Mr Bay has been with the Group since He is responsible for the Group s operations in the PRC and oversees the execution of the Group s PRC strategic and annual business plans. Before being appointed to his present position, Mr Bay had served in various managerial capacities within the Group. Prior to joining the Group, Mr. Bay held various managerial positions in E M Tools Pte Ltd from 1986 to 1989 as the overall in-charge of tool manufacturing. Mr Bay obtained a Diploma in Production Technology from the German-Singapore Institute, Singapore in Mr Christian Millet Vice President, Europe Mr Millet joined the Group in 1999 as General Manager of the Group s French subsidiary. He set up Interplex Hungary in 2005 and was promoted to oversee the Group s European operations and business development activities as the Vice President in Previously, he served as Quality Manager and Technical Manager at the European subsidiary of Control Devices Inc (USA). He started his career at Valeo as Engineer. 166

181 Mr Millet graduated from Centrale Lille, France in Automatism Engineer in 1986 and from ISAE Sup Aero, France in Aerospace Engineer in Mr Robert Owens Vice President, North America Mr Owens joined the Group in 2018 as Vice President, North America. Prior to joining the Group, he was the Executive Director, Global Operations, managing the Hart & Cooley division at Johnson Controls Inc. Before that, Mr Owens held various managerial positions at Ford Motor Company, where he started his career at. Mr Owens hold a master s degree in manufacturing technology from Eastern Kentucky University along with a bachelor s in psychology from Liberty University. Mr Roy Muscarella Vice President, Medical Division Mr Muscarella joined the Group in 2017 to head the Group s Medical business unit and has more than 28 years of experience in senior leadership roles in the medical and life sciences industry. Previously, he was Head of the High Speed Cables and Interconnects Unit of both Amphenol Corporation and FCI. Before that, Mr Muscarella held the role of Chief Executive Offi cer of Prysmian Cables India following several years entrusted with the Role of Chief Executive Offi cer of Pirelli (former name of Prysmian) Telecom Cables China. Mr Muscarella used to run the Sales and Project Management divisions of Pirelli Submarine Telecom Systems. Mr Muscarella graduated from Milan Polytechnic in 1990 with Master s Degree in Mechanical Engineering with Major in Robotics. He attended the Italian Navy Military School in Venice. Mr Yang Di Vice President, Worldwide operations Mr Yang joined the Group in December 2016 as Chief Operating Offi cer of the Americas Region. He was then tasked to take on a new role as VP, Worldwide Operations in March Mr Yang has extensive operations experience in developing objectives and implement strategies and procedures for improved productivity, provides technical leadership and expertise across all our regions and developing an operation strategy to achieve the Long Range Plan. Mr Yang is working closely with the various VPs to ensure best practices are enforced in the areas of processes and control. Prior to joining Interplex, Mr Yang worked in Amphenol from General Manager for seven years to Group GM before his last position as Senior Vice President & Group GM of Mobile Consumer Products Division. Before Amphenol, he worked in Andrew Telecommunications China as Operations Manager for fi ve years. Mr Yang graduated from Suzhou Vocational University with Major of Process and Equipment of Machinery Manufacturing in Mr Sanjiv Chhahira Head of Sales Mr Chhahira joined the Group in 1989 and started his career as Operations Manager, then Director, International Sales and Operations before the promotion to General Manager in Subsequently, Mr Chhahira assumed the position of Vice President Global Business Development in July 2010 where he managed the global sales activities for the Group and further promoted to Senior VP, Global Business Development. Prior to his current position as the Head of Global Sales, Mr Chhahira held the position of Chief Marketing Offi cer for the Group. His expertise is in interpreting corporate vision and strategy, further translating objectives into actionable plans, and providing decisive leadership to multi-functional and cross cultural teams. Prior to joining Interplex, Mr Chhahira started his career as Engineering Systems Analyst in Germany, Strategic Business Analyst in France and Information Consultant for Port Authority of NY and NJ. In addition to his multi-lingual capabilities, Mr Chhahira is profi cient in developing and driving business strategy, establishing goals and executing plans to meet these challenging goals. He has expertise in determining value propositions and energizing sales channels while creating new revenues and clients in diverse markets worldwide. 167

182 Mr Chhahira graduated from Baruch College with an MBA in International Business in 1989, and Bachelor of Science in Mechanical Engineering from Sardar Patel University in In addition to this he has completed an Executive programme at Columbia University with a major in Computer Science. Mr Maarten Langendonk Chief Technology Offier Mr Langendonk joined the Group in December 2017 and has global responsibilities for building technical capabilities and provide innovative solutions as part of the R&D and Technology roadmap. He provides leadership to all design and engineering staff at multiple design centers, as well as driving and supporting new programmes development and execution globally. Prior to joining Interplex, Mr Langendonk held various positions at KeyTec in Suzhou, China since His last position with KeyTec was Director, R&D Asia Pacifi c. Before he joined KeyTec in China, Mr Langendonk held the position as Vice president for the GL Group. Before this, he joined AMP (now TE connectivity) as manufacturing engineer, mold engineering manager and subsequently promoted to Advanced Process and Product Development Manager for EMEA Region. Mr Langendonk started his career as a toolmaker of injection molding tools in Netherlands, which is now part of the VDL Group. Mr Langendonk graduated with a Bachelor s Degree in Mechanical Engineering from Fontys Technical University Eindhoven in 1994 and a Degree in Polymer Technology at the University of Utrecht in the Netherlands in Mr Langendonk holds 17 patents in various innovation products and process-related areas. Mr Quek Pek Chuan Head of Product Development Mr Quek joined the Group in 2008 and is responsible for the overall management of the product development function. Prior to joining the Group, Mr Quek was the Vice-President (R&D) of GES from 1993 to In that position, he undertook research and development work relating to the design and manufacturing of information technology and industrial products. Mr Quek worked as a System Engineer at SIS Technologies in 1990, where he was involved in building, testing and repairing information technology products. Before that, Mr Quek worked in SAFT Singapore Pte Ltd from 1987 to Mr Quek graduated with a Technical Diploma (Electrical & Electronic Engineering) from Ngee Ann Polytechnic, Singapore in 1985 and with a Bachelor of Electrical Engineering (Honours) degree from the Nanyang Technological University of Singapore in Mr Carl Fan Vice President, Quality Assurance and Lean System Mr Fan was appointed in July 2017 to drive Kaizen and Lean Principle throughout the Group, build organisational effectiveness through Layer Process Audit and the implementation of Interplex Business System (IBS) to achieve operational excellence. Prior to joining the Group, he was the Senior Director of Quality and Reliability in TTI (a Milwaukee Power Tools) and before this, Mr Fan worked as Global Director of Quality/Lean System in Martinrea International Inc. where he developed and successfully initiated global projects in Quality/Lean to President of Continuous Improvement and Asia Pacifi c Region Quality, Corporate Director of Quality Audit in Viasystems Group Inc. where he led multiple continuous improvement activities across the Group. Mr Fan started his career as Test Engineer before subsequently moved to work in Benteler Automotive Canada Inc, in Ontario as Senior Quality Engineer and then promoted to Quality Manager and BOS Manager. Mr Fan graduated with a Bachelor s degree in Mechanical Engineering from Chongqing University, China ( ) and a Certifi cate in Quality Assurance from Kennedy College, Canada in Mr Fan is a certifi ed Six Sigma Black Belt, Quality Auditor, Quality Improvement Associate, and Operational Excellence/ Quality Manager under The American Society of Quality. In addition, he is also a qualifi ed Internal TS Lead Auditor and VDA6.3 auditor, as well as a certifi ed Lean Problem Solving trainer and Lean Principles Coach. 168

183 Ms Carol Tejosukmono Chief Human Resource Officer Ms Tejosukmono joined Interplex as Senior HR Manager for the Group in April 2008 and was promoted to Director, HR in Ms Tejosukmono is responsible for the Group Human Resource (HR) functions and provides strategic leadership to drive Interplex s HR policies, practices, systems, processes and employee engagement. Ms Tejosukmono has more than 20 years of extensive human resource experience, employee relations, and industrial relations having worked in contract manufacturing, precision engineering, and medical industry. She has also accumulated intensive cross-border experience given her experience in regional role covering Europe, Americas, China and South East Asia Region. She has also amassed experience in several mergers and acquisition. Prior to joining Interplex, Ms Tejosukmono was the Group HR Manager in GES Singapore Pte Ltd in She was the Human Resource Manager in GES Singapore since Ms Tejosukmono graduated from Hawaii Pacifi c University in 1996 with a Master degree in Human Resource Management. She also holds a Bachelor of Science Degree in Business Administration in Human Resource Management and Finance (1995) from the same University and a Certifi cate in Organizational Change and Quality Improvement in 1994 from the same University. 169

184 TAXATION The following summary of certain tax consequences of the purchase, ownership and disposition of the Notes is based upon laws, regulations, rulings and decisions now in effect, all of which are subject to change (possibly with retroactive effect). The summary does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase, own or dispose of the Notes and does not purport to deal with the consequences applicable to all categories of investors, some of which may be subject to special rules. Persons considering the purchase of the Notes should consult their own tax advisers concerning the application of tax laws to their particular situations as well as any consequences of the purchase, ownership and disposition of the Notes arising under the laws of any other taxing jurisdiction. Singapore taxation The statements below are general in nature and are based on certain aspects of current tax laws in Singapore and administrative guidelines and circulars issued by the IRAS and MAS in force as at the date of this Offering Circular and are subject to any changes in such laws, administrative guidelines or 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 also subject to various interpretations and the relevant tax authorities or the courts could later disagree with the explanations or conclusions set out below. Neither these statements nor any other statements in this Offering Circular are intended or are to be regarded as advice on the tax position of any holder of the Notes or of any person acquiring, selling or otherwise dealing with the Notes or on any tax implications arising from the acquisition, sale or other dealings in respect of the Notes. The statements made herein do not purport to be a comprehensive or exhaustive description of all the tax considerations that may be relevant to a decision to subscribe for, purchase, own or dispose of the Notes and do not purport to deal with the tax consequences applicable to all categories of investors, some of which (such as dealers in securities or fi nancial institutions in Singapore which have been granted the relevant Financial Sector Incentive (s)) may be subject to special rules or tax rates. The statements should not be regarded as advice on the tax position of any person and should be treated with appropriate caution. Holders or prospective holders of the Notes are advised to consult their own professional tax advisers as to the Singapore or other tax consequences of the acquisition, ownership or disposal of the Notes, including, in particular, the effect of any foreign, state or local tax laws to which they are subject. It is emphasised that neither the Issuer, the Subsidiary Guarantors, any of the Arrangers, any of the Dealers nor any other persons involved in the Programme accepts responsibility for any tax effects or liabilities resulting from the acquisition, ownership or disposal of the Notes. Interest and Other Payments Subject to the following paragraphs, under Section 12(6) of the ITA, the following payments are deemed to be derived from Singapore: (a) (b) any interest, commission, fee or any other payment in connection with any loan or indebtedness or with any arrangement, management, guarantee, or service relating to any loan or indebtedness which is (i) borne, directly or indirectly, by a person resident in Singapore or a permanent establishment in Singapore (except in respect of any business carried on outside Singapore through a permanent establishment outside Singapore or any immovable property situated outside Singapore) or (ii) deductible against any income accruing in or derived from Singapore; or any income derived from loans where the funds provided by such loans are brought into or used in Singapore. Such payments, where made to a person not known to the paying party to be a resident in Singapore for tax purposes, are generally subject to withholding tax in Singapore. The rate at which tax is to be withheld for such payments (other than those subject to the 15.0 per cent. fi nal withholding tax described below) to non-resident persons (other than non-resident individuals) is currently 17.0 per cent. The applicable rate for non-resident individuals is currently 22.0 per cent. However, if the payment is derived 170

185 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 effectively connected with any permanent establishment in Singapore of that person, the payment is subject to a fi nal withholding tax of 15.0 per cent. The rate of 15.0 per cent. may be reduced by applicable tax treaties. However, certain Singapore-sourced investment income derived by individuals from fi nancial instruments 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 debt securities derived on or after 17 February 2006; and (c) prepayment fee, redemption premium and break cost from debt securities derived on or after 15 February 2007, except where such income is derived through a partnership in Singapore or is derived from the carrying on of a trade, business or profession. Qualifying Debt Securities Scheme As the Programme as a whole is arranged by DBS Bank Ltd., Standard Chartered Bank, Standard Chartered Bank (Singapore) Limited and United Overseas Bank Limited, each of which is a Financial Sector Incentive (Standard Tier) Company or Financial Sector Incentive (Capital Market) Company or Financial Sector Incentive (Bond Market) Company (as defi ned in the ITA), any tranche of the Notes ( Relevant Notes ) issued as debt securities under the Programme during the period from the date of this Offering Circular to 31 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 the MAS on 31 May 2018 (the MAS Circular ) qualifying debt securities ( QDS ) for the purposes of the ITA, to which the following treatment shall apply: (a) subject to certain prescribed conditions having been fulfi lled (including the furnishing by the Issuer, or such other person as the MAS may direct, to the MAS of a return on debt securities for the Relevant Notes in the prescribed format within such period as the MAS may specify and such other particulars in connection with the Relevant Notes as the MAS may require, and the inclusion by the Issuer in all offering documents relating to the Relevant Notes of a statement to the effect that where interest, discount income, prepayment fee, redemption premium or break cost from the Relevant Notes is derived by a person who is not resident in Singapore and who carries on any operation in Singapore through a permanent establishment in Singapore, the tax exemption for qualifying debt securities shall not apply if the non-resident person acquires the Relevant Notes using the funds and profi ts of such person s operations through the Singapore permanent establishment), interest, discount income (not including discount income arising from secondary trading), prepayment fee, redemption premium and break cost (collectively, the Qualifying Income ) from the Relevant Notes derived by a holder who is not resident in Singapore and who (aa) does not have any permanent establishment in Singapore or (bb) carries on any operation in Singapore through a permanent establishment in Singapore but the funds used by that person to acquire the Relevant Notes are not obtained from such person s operation through a permanent establishment in Singapore, are exempt from Singapore tax; ( b) subject to certain conditions having been fulfi lled (including the furnishing by the Issuer, or such other person as the MAS may direct, to MAS of a return on debt securities for the Relevant Notes in the prescribed format within such period as the MAS may specify and such other particulars in connection with the Relevant Notes as the MAS may require), Qualifying Income from the Relevant Notes derived by any company or body of persons (as defi ned in the ITA) in Singapore is subject to income tax at a concessionary rate of 10.0 per cent. (except for holders of the relevant Financial Sector Incentive(s) who may be taxed at different rates); and 171

186 ( c) subject to: (i) (ii) the Issuer including in all offering documents relating to the Relevant Notes a statement to the effect that any person whose interest, discount income, prepayment fee, redemption premium or break cost derived from the Relevant Notes is not exempt from tax shall include such income in a return of income made under the ITA; and the furnishing by the Issuer, or such other person as the MAS may direct, to MAS of a return on debt securities for the Relevant Notes in the prescribed format within such period as the MAS may specify and such other particulars in connection with the Relevant Notes as the MAS may require, payments of Qualifying Income derived from the Relevant Notes are not subject to withholding of tax by the Issuer. Notwithstanding the foregoing: ( A) if during the primary launch of any tranche of Relevant Notes, the Relevant Notes of such tranche are issued to fewer than four persons and 50.0 per cent. or more of the issue of such Relevant Notes is benefi cially held or funded, directly or indirectly, by related parties of the Issuer, such Relevant Notes would not qualify as QDS; and ( B) even though a particular tranche of Relevant Notes are QDS, if, at any time during the tenure of such tranche of Relevant Notes, 50.0 per cent. or more of such Relevant Notes which are outstanding at any time during the life of their issue is benefi cially held or funded, directly or indirectly, by any related party(ies) of the Issuer, Qualifying Income derived from such Relevant Notes held by: (i) (ii) any related party of the Issuer; or any other person where the funds used by such person to acquire such Relevant Notes are obtained, directly or indirectly, from any related party of the 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 other person, directly or indirectly, are under the control of a common person. The terms prepayment fee, redemption premium and break cost are defi ned in the ITA as follows: prepayment fee, in relation to debt securities and qualifying debt securities, means any fee payable by the issuer of the securities on the early redemption of the securities, the amount of which is determined by the terms of the issuance of the securities; redemption premium, in relation to debt securities and qualifying debt securities, means any premium payable by the issuer of the securities on the redemption of the securities upon their maturity; and break cost, in relation to debt securities and qualifying debt securities, means any fee payable by the issuer of the securities on the early redemption of the securities, the amount of which is determined by any loss or liability incurred by the holder of the securities in connection with such redemption. References to prepayment fee, redemption premium and break cost in this Singapore tax disclosure have the same meaning as defi ned in the ITA. 172

187 Where interest, discount income, prepayment fee, redemption premium or break cost (i.e. the Qualifying Income) is derived from the Relevant Notes by any person who is not resident in Singapore and who carries on any operations in Singapore through a permanent establishment in Singapore, the tax exemption available for QDS under the ITA (as mentioned above) shall not apply if such person acquires such Relevant Notes using the funds and profi ts of such person s operations through a permanent establishment in Singapore. Any person whose interest, discount income, prepayment fee, redemption premium or break cost (i.e. the Qualifying Income) derived from the Relevant Notes is not exempt from tax is required to include such income in a return of income made under the ITA. Under the Qualifying Debt Securities Plus Scheme ( QDS Plus Scheme ), subject to certain conditions having been fulfi lled (including the furnishing by the Issuer, or such other person as the MAS may direct, to MAS of a return on debt securities in respect of the QDS in the prescribed format within such period as the MAS may specify and such other particulars in connection with the QDS as the MAS may require), income tax exemption is granted on the 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) (c) have an original maturity of not less than 10 years; cannot have their tenure shortened to less than 10 years from the date of their issue, except where (i) (ii) the shortening of the tenure is a result of any early termination pursuant to certain specifi ed early termination clauses which the issuer included in any offering document for such QDS; and the QDS do not contain any call, put, conversion, exchange or similar option that can be triggered at specifi ed dates or at specifi ed prices which have been priced into the value of the 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 Notes are QDS which qualify under the QDS Plus Scheme, if, at any time during the tenure of such tranche of Relevant Notes, 50.0 per cent. or more of such Relevant Notes which are outstanding at any time during the life of their issue is benefi cially held or funded, directly or indirectly, by any related party(ies) of the Issuer, Qualifying Income from such Relevant Notes derived by: (i) (ii) any related party of the Issuer; or any other person where the funds used by such person to acquire such Relevant Notes are obtained, directly or indirectly, from any related party of the 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 will be allowed to lapse after 31 December 2018, but debt securities with tenures of at least 10 years which are issued on or before 31 December 2018 can continue to enjoy the tax concessions under the QDS Plus Scheme if the conditions of such scheme as set out above are satisfi ed. Capital Gains Any gains considered to be in the nature of capital made from the sale of the Notes will not be taxable in Singapore. However, any gains derived by any person from the sale of the Notes which are gains from any trade, business, profession or vocation carried on by that person, if accruing in or derived from Singapore, may be taxable as such gains are considered revenue in nature. 173

188 Holders of the Notes who apply or are required to apply the Financial Reporting Standard ( FRS ) 39 or FRS 109, may for Singapore income tax purposes be required to recognise gains or losses (not being gains or losses in the nature of capital) on the Notes, irrespective of disposal, in accordance with FRS 39 or FRS 109. Please see the section below on Adoption of FRS 39 and FRS 109 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 fi nancial instruments in accordance with FRS 39 (subject to certain exceptions and opt-out provisions) to taxpayers who are required to comply with FRS 39 for fi nancial reporting purposes. The IRAS has also issued a circular entitled Income Tax Implications Arising from the Adoption of FRS 39 Financial Instruments: Recognition and Measurement. FRS 109 is mandatorily effective for annual periods beginning on or after 1 January 2018, replacing FRS 39. Section 34AA of the ITA requires taxpayers who comply or who are required to comply with FRS 109 for fi nancial reporting purposes to calculate their profi t, loss or expense for Singapore income tax purposes in respect of fi nancial instruments in accordance with FRS 109, subject to certain exceptions. The IRAS has also issued a circular entitled Income Tax: Income Tax Treatment Arising from Adoption of FRS Financial Instruments. Holders of the Notes who may be subject to the tax treatment under Sections 34A or 34AA of the ITA should consult their own accounting and tax advisers regarding the Singapore income tax consequences of their acquisition, holding or disposal of the Notes. Estate Duty Singapore estate duty has been abolished with respect to all deaths occurring on or after 15 February The Proposed Financial Transactions Tax ( FTT ) On 14 February 2013, the European Commission published a proposal (the Commission s Proposal ) 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 Member States ). However, Estonia has since stated that it will not participate. The Commission s Proposal has very broad scope and could, if introduced, apply to certain dealings in Notes (including secondary market transactions) in certain circumstances. The issuance and subscription of Notes should, however, be exempt. Under the Commission s Proposal the FTT could apply in certain circumstances to persons both within and outside of the participating Member States. Generally, it would apply to certain dealings in Notes where at least one party is a fi nancial institution, and at least one party is established in a participating Member State. A fi nancial institution may be, or be deemed to be, established in a participating Member State in a broad range of circumstances, including (a) by transacting with a person established in a participating Member State or (b) where the fi nancial instrument which is subject to the dealings is issued in a participating Member State. However, the FTT proposal remains subject to negotiation between 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 the Notes are advised to seek their own professional advice in relation to the FTT. 174

189 FATCA 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 certifi cation, reporting, or related requirements. 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. Certain aspects of the application of these rules to instruments such as the Notes, including whether withholding would ever be required pursuant to FATCA or an IGA with respect to payments on instruments such as the Notes, 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 Notes, such withholding would not apply prior to 1 January 2019 and Notes that are not treated as equity for U.S. federal income tax purposes and are issued on or prior to the date that is six months after the date on which fi nal regulations defi ning foreign passthru payments are fi led with the U.S. Federal Register generally would be grandfathered for purposes of FATCA withholding unless materially modifi ed after such date. However, if additional notes (as described under Condition 14 ) that are not distinguishable from previously issued Notes are issued after the expiration of the grandfathering period and are subject to withholding under FATCA, then withholding agents may treat all Notes, including the Notes 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 Notes, no person will be required to pay additional amounts as a result of the withholding. Noteholders should consult their own tax advisors regarding how these rules may apply to their investment in the Notes. FATCA IS PARTICULARLY COMPLEX AND ITS APPLICATION TO THE ISSUER, THE NOTES AND THE NOTEHOLDERS, IS UNCERTAIN AT THIS TIME, EACH NOTEHOLDER SHOULD CONSULT ITS OWN TAX ADVISER TO OBTAIN A MORE DETAILED EXPLANATION OF FATCA AND TO LEARN HOW FATCA MIGHT AFFECT EACH NOTEHOLDER IN ITS PARTICULAR CIRCUMSTANCE. 175

190 CLEARANCE AND SETTLEMENT The information set out below is subject to any change in or reinterpretation of the rules, regulations and procedures of Euroclear or Clearstream, Luxembourg and CDP (together, the Clearing Systems ) currently in effect. The information in this section concerning the Clearing Systems has been obtained from sources that the Issuer and the Subsidiary Guarantors believe to be reliable, but none of the Issuer, the Subsidiary Guarantors, the Arrangers, the Trustee, any Agent nor any Dealer takes any responsibility for the accuracy thereof. Investors wishing to use the facilities of any of the Clearing Systems are advised to confi rm the continued applicability of the rules, regulations and procedures of the relevant Clearing System. Neither the Issuer nor any other party to the Agency Agreement will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, benefi cial ownership interests in the Notes held through the facilities of any Clearing System or for maintaining, supervising or reviewing any records relating to, or payments made on account of, such benefi cial ownership interests. The Clearing Systems The relevant Pricing Supplement will specify the Clearing System(s) applicable for each Series. Euroclear and Clearstream, Luxembourg Euroclear and Clearstream, Luxembourg each holds securities for participating organisations and facilitates the clearance and settlement of securities transactions between their respective participants through electronic book-entry changes in accounts of such participants. Euroclear and Clearstream, Luxembourg provide to their respective participants, among other things, services for safekeeping, administration, clearance and settlement of internationally-traded securities and securities lending and borrowing. Euroclear and Clearstream, Luxembourg participants are fi nancial institutions throughout the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organisations. Indirect access to Euroclear or Clearstream, Luxembourg is also available to others, such as banks, brokers, dealers and trust companies which clear through or maintain a custodial relationship with a Euroclear or Clearstream, Luxembourg participant, either directly or indirectly. Distributions of amounts payable with respect to book-entry interests in the Notes held through Euroclear or Clearstream, Luxembourg will be credited, to the extent received by any paying agent, to the cash accounts of Euroclear or Clearstream, Luxembourg participants in accordance with the relevant Clearing System s rules and procedures. CDP In respect of Notes which are accepted for clearance by CDP in Singapore, clearance will be effected through an electronic book-entry clearance and settlement system for the trading of debt securities (the CDP System ) maintained by CDP. Notes that are to be listed on the SGX-ST may be cleared through CDP. CDP, a wholly-owned subsidiary of Singapore Exchange Limited, is incorporated under the laws of Singapore and acts as a depository and clearing organisation. CDP holds securities for its accountholders and facilitates the clearance and settlement of securities transactions between accountholders through electronic book-entry changes in the securities accounts maintained by such accountholders with CDP. In respect of Notes which are accepted for clearance by CDP, the entire issue of the Notes is to be held by CDP in the form of a Global Note or Global Certifi cate for persons holding the Notes in securities accounts with CDP (the Depositors ). Delivery and transfer of Notes between Depositors is by electronic book-entries in the records of CDP only, as refl ected in the securities accounts of Depositors. Although CDP encourages settlement on the third business day following the trade date of debt securities, market participants may mutually agree on a different settlement period if necessary. Settlement of over-the-counter trades in the Notes through the CDP System may only be effected through certain corporate depositors (the Depository Agents ) approved by CDP under the Companies Act, Chapter 50 of Singapore, to maintain securities sub-accounts and to hold the Notes in such securities sub-accounts for themselves and their clients. Accordingly, Notes for which trade settlement is to be effected through the CDP System must be held in securities sub-accounts with Depository Agents. 176

191 Depositors holding Notes in direct securities accounts with CDP, and who wish to trade Notes through the CDP System, must transfer the Notes to be traded from such direct securities accounts to a securities sub-account with a Depository Agent for trade settlement. CDP is not involved in money settlement between Depository Agents (or any other persons) as CDP is not a counterparty in the settlement of trades of debt securities. However, CDP will make payment of interest and repayment of principal on behalf of issuers of debt securities. Although CDP has established procedures to facilitate transfer of interests in the Notes in global form among Depositors, it is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of the Issuer, the Subsidiary Guarantors, the Issuing and Paying Agent in Singapore or any other Agent will have the responsibility for the performance by CDP of its obligations under the rules and procedures governing its operations. Book-Entry Ownership Bearer Notes The Issuer may make applications to Euroclear and/or Clearstream, Luxembourg for acceptance in their respective book-entry systems in respect of any Series of Bearer Notes. The Issuer may also apply to have Bearer Notes accepted for clearance through CDP. In respect of Bearer Notes, a Temporary Global Note and/or a Permanent Global Note will be deposited with a common depositary for Euroclear and/or Clearstream, Luxembourg or with CDP. Transfers of interests in a Temporary Global Note or a Permanent Global Note will be made in accordance with the normal Euromarket debt securities operating procedures of CDP, Euroclear and Clearstream, Luxembourg. Each Global Note will have an International Securities Identifi cation Number (an ISIN ) and/or a Common Code. Investors in Notes of such Series may hold their interests in a Global Note through Euroclear or Clearstream, Luxembourg or CDP, as the case may be. Registered Notes The Issuer may make applications to Euroclear and/or Clearstream, Luxembourg for acceptance in their respective book-entry systems in respect of the Notes to be represented by a Global Certifi cate. The Issuer may also apply to have Notes represented by a Global Certifi cate accepted for clearance through CDP. Each Global Certifi cate deposited with a common depositary for, and registered in the name of, a nominee of Euroclear and/or Clearstream, Luxembourg and/or with CDP will, where applicable, have an ISIN and/or a Common Code. Investors in Notes of such Series may hold their interests in a Global Certifi cate only through Euroclear or Clearstream, Luxembourg or CDP, as the case may be. Transfers of interests in Global Certifi cates within CDP, Euroclear and Clearstream, Luxembourg will be in accordance with the usual rules and operating procedures of the relevant clearing system. In the case of Registered Notes to be cleared through CDP, Euroclear or Clearstream, Luxembourg, transfers may be made at any time by a holder of an interest in a Global Certifi cate in accordance with the relevant rules and regulations of the applicable clearing systems. Individual Certificates Registration of title to Registered Notes in a name other than a depositary or its nominee for Euroclear and Clearstream, Luxembourg or CDP will be permitted only in the circumstances set forth in Summary of Provisions Relating to the Notes while in Global Form Exchange. In such circumstances, the Issuer will cause suffi cient individual Certifi cates to be executed and delivered to the Registrar for completion, authentication and despatch to the relevant Noteholder(s). A person having an interest in a Global Certifi cate must provide the Registrar with a written order containing instructions and such other information as the Issuer and the Registrar may require to complete, execute and deliver such individual Certifi cates. 177

192 SUBSCRIPTION AND SALE Summary of Dealer Agreement Subject to the terms and on the conditions contained in a dealer agreement dated 17 October 2018 (the Dealer Agreement ) between the Issuer, the Subsidiary Guarantors, the Arrangers and the Permanent Dealers, the Notes will be offered on a continuous basis by the Issuer to the Permanent Dealers. However, the Issuer has reserved the right to sell Notes directly on its own behalf to Dealers that are not Permanent Dealers. The Notes may be resold at prevailing market prices, or at prices related thereto, at the time of such resale, as determined by the relevant Dealer. The Notes may also be sold by the Issuer through the Dealers, acting as agents of the Issuer. The Dealer Agreement also provides for Notes to be issued in syndicated Tranches that are underwritten by two or more Dealers. The Issuer will pay each relevant Dealer a commission as agreed between them in respect of Notes subscribed by it. The Issuer, failing which the Subsidiary Guarantors, has agreed to reimburse the Arrangers for their expenses incurred in connection with the establishment of, and any continuing responsibilities relating to the Programme and the Dealers for certain of their activities in connection with the Programme. The commissions in respect of an issue of Notes on a syndicated basis will be stated in the relevant Subscription Agreement. The Issuer may also from time to time agree with the relevant Dealer(s) that it may pay certain third party commissions (including, without limitation, rebates to private banks as specifi ed in the applicable Subscription Agreement). The Issuer has agreed to indemnify the Dealers against certain liabilities in connection with the offer and sale of the Notes. The Dealer Agreement entitles the Dealers to terminate any agreement that they make to subscribe Notes in certain circumstances prior to payment for such Notes being made to the Issuer. If a jurisdiction requires that an offering be made by a licensed broker or dealer and the underwriters or any affi liate of the underwriters is a licensed broker or dealer in that jurisdiction, such offering shall be deemed to be made by the underwriters or such affi liate on behalf of the Issuer and the Subsidiary Guarantors in such jurisdiction. The Dealers and certain of their affi liates are full service fi nancial institutions engaged in various activities which may include securities trading, commercial and investment banking, fi nancial advice, investment management, principal investment, hedging, fi nancing and brokerage activities. In connection with each Tranche of Notes issued under the Programme, the Dealers or certain of their affi liates may purchase Notes and be allocated Notes for asset management and/or proprietary purposes but not with a view to distribution. Further, any of the Dealers or their respective affi liates may purchase Notes for its or their own account and enter into transactions, including credit derivatives, such as asset swaps, repackaging and credit default swaps relating to such Notes and/ or other securities of the Issuer, the Subsidiary Guarantors or their respective subsidiaries or affi liates at the same time as the offer and sale of each Tranche of Notes or in secondary market transactions. Such transactions would be carried out as bilateral trades with selected counterparties and separately from any existing sale or resale of the Tranche of Notes to which a particular Pricing Supplement relates (notwithstanding that such selected counterparties may also be purchasers of such Tranche of Notes). Each of the Dealers and its affi liates may also have performed certain investment banking and advisory services for the Issuer, the Subsidiary Guarantors and/or their respective affi liates from time to time for which they have received customary fees and expenses and may, from time to time, engage in transactions with and perform services for the Issuer, the Subsidiary Guarantors and/or their respective affi liates in the ordinary course of their business and receive fees for so acting. In addition to the transactions noted above, each Dealer and its affi liates may engage in other transactions with, and perform services for, the Issuer, the Subsidiary Guarantors or their affi liates in the ordinary course of their business. While each Dealer and its affi liates have policies and procedures to deal with confl icts of interests, any such transactions may cause a Dealer or its affi liates or its clients or counterparties to have economic interests and incentives which may confl ict with those of an investor in the Notes. Each Dealer may receive returns on such transactions and has no obligation to take, refrain from taking or cease taking any action with respect to any such transactions based on the potential effect on a prospective investor in the Notes. In addition, certain of the Dealers or certain of their affi liates are lenders under fi nancing agreements with members of the Group. See Description of Certain Financing Arrangements. 178

193 The Dealers and/or their respective affi liates which are lenders and/or agents under the fi nancing arrangements or other existing debt instruments of the Group routinely hedge their credit exposure to the Group consistent with their customary risk management policies. Typically, the Dealers and their respective affi liates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in the Group s securities, including potentially the Notes. Any such credit default swaps or short positions could adversely affect future trading prices of the Notes. Selling Restrictions United States The Notes and the Subsidiary Guarantees have not been and will not be registered under the Securities Act and, subject to certain exceptions, the Notes may not be offered or sold within the United States. Each Dealer has agreed, and each further Dealer appointed under the Programme will be required to agree, that it will not offer or sell or, in the case of Bearer Notes, deliver any Notes within the United States, except as permitted by the Dealer Agreement. The Notes and the Subsidiary Guarantees are being offered and sold outside the United States in reliance on Regulation S. In addition, until 40 days after the commencement of the offering, an offer or sale of any identifi able tranche of Notes within the United States by any dealer (whether or not participating in the offering of such tranche of Notes) may violate the registration requirements of the Securities Act. This Offering Circular has been prepared by the Issuer for use in connection with the offer and sale of the Notes outside the United States. The Issuer and the Dealers reserve the right to reject any offer to purchase the Notes, in whole or in part, for any reason. This Offering Circular does not constitute an offer to any person in the United States. Distribution of this Offering Circular to any person within the United States, is unauthorised and any disclosure without the prior written consent of the Issuer of any of its contents to any such person within the United States, is prohibited. Public Offer Selling Restriction Under the Prospectus Directive Unless the applicable Pricing Supplement in respect of any Notes specifi es Prohibition of Sales to EEA Retail Investors as Not Applicable, each Dealer has represented and agreed, and each further Dealer 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 Notes which are the subject of the offering contemplated by this Offering Circular as completed by the applicable Pricing Supplement in relation thereto to any retail investor in the European Economic Area. For the purposes of this provision: (A) the expression retail investor means a person who is one (or more) of the following: (i) (ii) (iii) a retail client as defi ned in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, MiFID II ); or a customer within the meaning of Directive 2002/92/EC (as amended, the Insurance Mediation Directive ), where that customer would not qualify as a professional client as defi ned in point (10) of Article 4(1) of MiFID II; or not a qualifi ed investor as defi ned in Directive 2003/71/EC (as amended, the Prospectus Directive ); and (B) the expression an offer includes the communication in any form and by any means of suffi cient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes. If the applicable Pricing Supplement in respect of any Notes specifi es Prohibition of Sales to EEA Retail Investors as Not Applicable, in relation to each Member State of the European Economic Area which has implemented the 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 that with effect from and including the date on which the Prospectus Directive is 179

194 implemented in that Relevant Member State (the Relevant Implementation Date ) it has not made and will not make an offer of Notes which are the subject of the offering contemplated by this Offering Circular as completed by the Pricing Supplement in relation thereto to the public in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of such Notes to the public in that Relevant Member State: (a) (b) (c) (d) if the fi nal terms in relation to the Notes specify that an offer of those Notes may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State (a Non-exempt Offer ), following the date of publication of a prospectus in relation to such Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notifi ed to the competent authority in that Relevant Member State, provided that any such prospectus has subsequently been completed by the fi nal terms contemplating such Non-exempt Offer, in accordance with the Prospectus Directive, in the period beginning and ending on the dates specifi ed in such prospectus or fi nal terms, as applicable and the Issuer has consented in writing to its use for the purpose of that Non-exempt Offer; at any time to any legal entity which is a qualifi ed investor as defi ned in the Prospectus Directive; at any time to fewer than 150 natural or legal persons (other than qualifi ed investors as defi ned in the Prospectus Directive) subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issuer for any such offer; or at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such offer of Notes referred to in (b) to (d) above shall require the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, the expression an offer of Notes to the public in relation to any Notes in any Relevant Member State means the communication in any form and by any means of suffi cient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State. United Kingdom Each Dealer has represented and agreed and each further Dealer appointed under the Programme will be required to represent and agree that: (i) (ii) (iii) in relation to any Notes which have a maturity of less than one year, (a) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (b) it has not offered or sold and will not offer or sell any Notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the 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 Notes would otherwise constitute a contravention of section 19 of the Financial Services and Markets Act 2000 ( FSMA ) by the Issuer or the Subsidiary Guarantors; it has only communicated or caused to be communicated and will only communicate or cause to be communicated any 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 Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer or the Subsidiary Guarantors; and it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom. 180

195 Hong Kong Each Dealer has represented and agreed and each further Dealer appointed under the Programme will be required to represent and agree that: (i) (ii) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Notes, except for Notes which are a structured product as defi ned in the Securities and Futures Ordinance (Cap. 571) of Hong Kong, other than (a) to professional investors as defi ned in the Securities and Futures Ordinance and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a prospectus as defi ned in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Notes, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors as defi ned in the Securities and Futures Ordinance and any rules made under that Ordinance. Singapore Each Dealer has acknowledged, and each further Dealer appointed under the Programme will be required to acknowledge, that this Offering Circular has not been registered as a prospectus with the MAS. Accordingly, each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not offered or sold any Notes or caused such Notes to be made the subject of an invitation for subscription or purchase and will not offer or sell such Notes or cause such Notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this Offering Circular or any other material in connection with the offer or sale, or invitation for subscription or purchase, of such Notes, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defi ned in Section 4A of the Securities and Futures Act (Chapter 289) of Singapore, as modifi ed or amended from time to time including by any subsidiary legislation as may be applicable at the relevant time (together, the SFA )) under Section 274 of the SFA, (ii) to a relevant person (as defi ned in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specifi ed in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) (b) corporation (which is not an accredited investor (as defi ned 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 a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each benefi ciary of the trust is an individual who is an accredited investor, securities or securities-based derivatives contracts (each term as defi ned in the SFA) of that corporation or the benefi ciaries rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Notes pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor or to a relevant person defi ned 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; (2) where no consideration is or will be given for the transfer; (3) where the transfer is by operation of law; or (4) as specifi ed in Section 276(7) of the SFA. 181

196 Japan The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended, the Financial Instruments and Exchange Act ). Accordingly, each of the Dealers has represented and agreed and each further Dealer appointed under the Programme will be required to represent and agree that it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Notes in Japan or to, or for the benefi t of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan) or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefi t of, any resident in Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and other relevant laws and regulations of Japan. General These selling restrictions may be modifi ed by the agreement of the Issuer, the Subsidiary Guarantors and the Dealers following a change in a relevant law, regulation or directive. Any such modifi cation will be set out in the Pricing Supplement issued in respect of the issue of Notes to which it relates or in a supplement to this Offering Circular. No representation is made that any action has been taken in any jurisdiction that would permit a public offering of any of the Notes, or possession or distribution of this Offering Circular or any other offering material or any Pricing Supplement, in any country or jurisdiction where action for that purpose is required. Each Dealer has agreed that it shall, to the best of its knowledge, comply with all relevant laws, regulations and directives in each jurisdiction in which it purchases, offers, sells or delivers Notes or has in its possession or distributes this Offering Circular, any other offering material, or any Pricing Supplement therefore in all cases at its own expense. 182

197 FORM OF PRICING SUPPLEMENT The form of Pricing Supplement that will be issued in respect of each Tranche, subject only to the deletion of non-applicable provisions, is set out below: [MiFID II product governance / Professional investors and ECPs only target market [Solely for the purposes of [the/each] manufacturer s product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defi ned in Directive 2014/65/EU (as amended, MiFID II ); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a distributor ) should take into consideration the manufacturer[ s/s ] target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refi ning the manufacturer[ s/s ] target market assessment) and determining appropriate distribution channels.] / [appropriate target market legend to be included] [PRIIPs REGULATION - PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, 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 retail client as defi ned in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive 2002/92/EC ( IMD ), where that customer would not qualify as a professional client as defi ned in point (10) of Article 4(1) of MiFID II[.]/[; or] [(iii) not a qualifi ed investor as defi ned in Directive 2003/71/EC (as amended, the Prospectus Directive ).] Consequently no key information document required by Regulation (EU) No 1286/2014 (the PRIIPs Regulation ) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.] [Singapore Securities and Futures Act Product Classification - Solely for the purposes of its obligations pursuant to sections 309(B)(1)(a) and 309(B)(1)(c) of the Securities and Futures Act (Chapter 289) of Singapore (the SFA ), the Issuer has determined, and hereby notifi es all relevant persons (as defi ned in Section 309A of the SFA) that the Notes are [ prescribed capital markets products ] / [ capital markets products other than prescribed capital markets products ] (as defi ned in the Securities and Futures (Capital Markets Products) Regulations 2018) and [ Excluded Investment Products ] / [ Specifi ed Investment Products ] (as defi ned in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).] Pricing Supplement dated [ ] Interplex Holdings Pte. Ltd. Issue of [Aggregate Principal Amount of Tranche] [Title of Notes] under the U.S.$550,000,000 Guaranteed Medium Term Note Programme unconditionally and irrevocably guaranteed by the Subsidiary Guarantors This document constitutes the Pricing Supplement relating to the issue of Notes described herein. Terms used herein shall be deemed to be defi ned as such for the purposes of the Terms and Conditions of the Notes (the Conditions ) set forth in the Offering Circular dated [ ] 2018 [and the supplemental Offering Circular dated [ ]]. This Pricing Supplement contains the fi nal terms of the Notes and must be read in conjunction with such Offering Circular [as so supplemented]. [The following alternative language applies if the fi rst tranche of an issue which is being increased was issued under an Offering Circular with an earlier date. Terms used herein shall be deemed to be defi ned as such for the purposes of the Terms and Conditions of the Notes (the Conditions ) set forth in the Offering Circular dated [ ]. This Pricing Supplement contains the fi nal 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 Conditions which are extracted from the Offering Circular dated [ ] and are attached hereto.] 183

198 [The following language applies if the Notes are intended to be Qualifying Debt Securities for the purposes of the Income Tax Act, Chapter 134 of Singapore. Where interest, discount income, prepayment fee, redemption premium or break cost is derived from any of the Notes by any person who is not resident in Singapore and who carries on any operations in Singapore through a permanent establishment in Singapore, the tax exemption available for qualifying debt securities (subject to certain conditions) under the Income Tax Act, Chapter 134 of Singapore (the ITA ), shall not apply if such person acquires such Notes using the funds and profi ts of such person s operations through a permanent establishment in Singapore. Any person whose interest, discount income, prepayment fee, redemption premium or break cost derived from the Notes is not exempt from tax (including for the reasons described above) shall include such income in a return of income made under the ITA.] [Include whichever of the following apply or specify as Not Applicable (N/A). Note that the numbering should remain as set out below, even if Not Applicable is indicated for individual paragraphs or subparagraphs. Italics denote directions for completing the Pricing Supplement.] 1 (i) Issuer: Interplex Holdings Pte. Ltd. (ii) Subsidiary Guarantors: [ ] 2 (i) Series Number: [ ] (ii) Tranche Number: (If fungible with an existing Series, details of that Series, including the date on which the Notes became fungible.) [ ] 3 Currency or Currencies: [ ] Aggregate Principal Amount: 4 (i) Series: [ ] (ii) Tranche: [ ] 5 (i) Issue Price: [ ] per cent. of the Aggregate Nominal Amount [plus accrued interest from [insert date] (in the case of fungible issues only, if applicable)] (ii) Net Proceeds: [Approximately] [ ] 6 (i) Denomination Amount: [ ] 1 (ii) Calculation Amount: [ ] 7 (i) Issue Date: [ ] (ii) Interest Commencement Date: [Specify/Issue date/not Applicable] (iii) First Call Date: [Specify/Not Applicable] 1 If the Denomination Amount is expressed to be 100,000 or its equivalent and multiples of a lower nominal amount (for example 1,000), insert the following: 100,000 plus integral multiples of 1,000 in excess thereof up to and including 199,000. No Notes in defi nitive form will be issued with a denomination above 199,000. Notes (including Notes denominated in Sterling) in respect of which the issue proceeds are to be accepted by the Issuer in the United Kingdom or whose issue otherwise constitutes a contravention of Section 19 FSMA and which have a maturity of less than one year must have a minimum redemption value of 100,000 (or its equivalent in other currencies). 184

199 8 Maturity Date: [specify date or (for Floating Rate Notes) Interest Payment Date falling in or nearest to the relevant month and year] 2 9 Interest Basis: [[ ] per cent. Fixed Rate [[specify reference rate] +/ [ ] per cent. Floating Rate] [Zero Coupon] [Other (specify)] (further particulars specifi ed below) 10 Redemption/Payment Basis: [Redemption at par] [For Credit Linked Note see schedule attached (full details of Credit Linked Notes to be inserted in a schedule)] [Other (specify)] 11 Redemption Amount (including early redemption): 12 Change of Interest or Redemption/ Payment Basis: [Denomination Amount/ [others]] [Specify early redemption amount if different from fi nal redemption amount or if different from that set out in the Conditions] [Specify details of any provision for convertibility of Notes into another interest or redemption/payment basis] 13 Put/Call Options: [Redemption at the Option of the Issuer] 14 Status of the Notes: Senior [Redemption for Taxation Reasons] [Redemption following Change of Control] [Redemption in the case of Minimum Outstanding Amount] [(further particulars specifi ed below)] 15 Listing and admission to trading: [[ ] (specify)/none] 16 Method of distribution: [Syndicated/Non-syndicated] 2 Note that Renminbi or Hong Kong Dollar denominated Fixed Rate Notes where the Interest Payment Dates are subject to modifi cation it will be necessary to use the second option. 185

200 PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 17 Fixed Rate Note Provisions: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (i) Interest Rate: [ ] per cent. per annum [payable [annually/ semi-annually/quarterly/monthly] in arrear] (ii) Interest Payment Date(s): [ ] in each year [adjusted in accordance with [specify Business Day Convention]/[not adjusted]] (iii) Fixed Coupon Amount[(s)]: [ ] per Calculation Amount 3 (iv) Initial Broken Amount: [ ] (v) Final Broken Amount: [ ] (vi) Day Count Fraction: [30/30E/360/Actual/Actual(ICMA/ISDA)/other] (vii) Other terms relating to the method of calculating interest for Fixed Rate Notes: [Not Applicable/give details] 18 Floating Rate Note Provisions: [Applicable/Not Applicable] (i) Redemption Month [ ] (If not applicable, delete the remaining subparagraphs of this paragraph.) (ii) Specifi ed Number of Months (Interest Period) [ ] (iii) Specifi ed Interest Payment Dates: [ ] (iv) Business Day Convention: [Floating Rate Business Day Convention/ Following Business Day Convention/Modifi ed Following Business Day Convention/Preceding Business Day Convention/other (give details)] (v) Manner in which the Rate(s) of Interest is/are to be determined: [Screen Rate Determination/ISDA Determination/other (give details)] (vi) Party responsible for calculating the Rate(s) of Interest and Interest Amount(s) (if not the Calculation Agent): [ ] (vii) Screen Rate Determination: Reference Rate: [ ] (Either LIBOR, EURIBOR, HIBOR, CNH HIBOR, SIBOR or SOR or other, although additional information is required if other) 3 For Renminbi or Hong Kong Dollar denominated Fixed Rate Notes where the Interest Payment Dates are subject to modifi cation the following alternative wording is appropriate: Each Fixed Coupon Amount shall be calculated by multiplying the product of the Rate of Interest and the Calculation Amount by the Day Count Fraction and rounding the resultant fi gure, in the case of Renminbi denominated Fixed Rate Notes, to the nearest CNY0.01, CNY0.005 being rounded upwards or, in the case of Hong Kong dollar denominated Fixed Rate Notes, to the nearest HK$0.01, HK$0.005 being rounded upwards. 186

201 Interest Determination Date(s): [ ] Relevant Screen Page: [ ] (the day falling two Business Days in London for the Currency prior to the fi rst day of such Interest Period if the Currency is not Sterling, Euro or Hong Kong Dollars or first day of each Interest Period if the Currency is Sterling or Hong Kong Dollars or the day falling two TARGET Business Days prior to the fi rst day of such Interest Period if the Currency is Euro) [(In the case of EURIBOR, if not Reuters Page EURIBOR 01 ensure it is a page which shows a composite rate or amend the fallback provisions appropriately)] (viii) ISDA Determination: Floating Rate Option: [ ] Designated Maturity: [ ] Reset Date: [ ] ISDA Defi nitions: 2006 (if different to those set out in the Conditions, please specify) (ix) Benchmark: [LIBOR, EURIBOR, HIBOR, CNH HIBOR, SIBOR, Swap Rate or other benchmark] (x) Reference Banks: [Specify three] (xi) Relevant Time: [ ] (xii) Relevant Financial Centre: [The fi nancial centre most closely connected to the Benchmark specify if not Singapore] (xiii) Margin(s): [+/ ][ ] per cent. per annum (xiv) Minimum Rate of Interest: [ ] per cent. per annum (xv) Maximum Rate of Interest: [ ] per cent. per annum (xvi) Day Count Fraction: (xvii) Fall back provisions, rounding provisions, denominator and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the Conditions: [ ] [ ] 19 Zero Coupon Note Provisions: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) 187

202 (i) Amortisation Yield: [ ] per cent. per annum (ii) Any other formula/basis of determining amount payable: [ ] (iii) Day Count Fraction: [ ] (iv) Any amount payable under Condition 7(i) (Default interest on the Notes): [ ] PROVISIONS RELATING TO REDEMPTION 20 Redemption at the Option of the Issuer Issuer Optional Redemption Price: (Condition 6(b)) First Fixed Optional Redemption Date: (Condition 6(b)) 21 Redemption for Taxation Reasons Issuer s Redemption Option Period (Condition 6(c)): [Yes/No] [ ] [ ] [Yes/No] [on [insert other dates of redemption not on interest payment dates]] 22 Redemption following Change of Control: [Yes/No] Noteholders Redemption Option Period (Condition 6(d)): 23 [Redemption in the case of Minimum Outstanding Amount: Issuer s Redemption Option Period (Condition 6(e)): 24 Equity Clawback Redemption Amount (Condition 6(f)): [Specify maximum and minimum number of days and notice period] [Specify Dates] [Yes/No] [Specify maximum and minimum number of days for notice period] [Specify Dates]] [ ] 25 Redemption Amount of each Note: [ ] per Calculation Amount 26 Early Redemption Amount: (i) Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default and/or the method of calculating the same (if required or if different from that set out in the Conditions): [ ] 188

203 GENERAL PROVISIONS APPLICABLE TO THE NOTES 27 Form of Notes: [Bearer Notes/Registered Notes] [Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note] [Temporary Global Note exchangeable for Defi nitive Notes on [ ] days notice] (For this option to be available, such Notes shall only be issued in denominations that are equal to, or greater than, 100,000 (or its equivalent in other currencies) and integral multiples thereof) [Permanent Global Note/Global Certifi cate exchangeable for Definitive Notes in the limited circumstances specified in the permanent Global Note/Global Certifi cate] (N.B. The exchange upon notice/at any time options should not be expressed to be applicable if the Denomination Amount of the Notes in paragraph 6 includes language substantially to the following effect: 100,000 plus integral multiples of 1,000 in excess thereof up to and including 199,000. Furthermore, such Denomination Amount construction is not permitted in relation to any issue of Notes which is to be represented on issue by a Temporary Global Note exchangeable for Defi nitive Notes.) [Defi nitive Notes] 28 Talons for future Coupons to be attached to Defi nitive Notes (and dates on which such Talons mature): 29 Redenomination, renominalisation and reconventioning provisions: [Yes/No. If yes, give details] [Not Applicable/The provisions [annexed to this Pricing Supplement] apply] 30 Consolidation provisions: [Not Applicable/The provisions [in Condition [ ]] [annexed to this Pricing Supplement] apply] 31 Private Banking Rebate: [Applicable/Not Applicable] 32 Use of Proceeds: [As per the Offering Circular/give details] 33 Other terms or special conditions: [Not Applicable/give details] 189

204 DISTRIBUTION 34 (i) If syndicated, names of Managers: [Not Applicable/give name] (ii) Stabilising Manager (if any): [Not Applicable/give name] 35 If non-syndicated, name of Dealer: [Not Applicable/give name] 36 U.S. selling restrictions: [Reg. S Category 1/2; TEFRA D/TEFRA C/ TEFRA Not Applicable] The Notes are being offered and sold only in accordance with Regulation S. 37 Prohibition of Sales to EEA Retail Investors: [Applicable/Not Applicable] 38 Additional selling restrictions: [Not Applicable/give details] OPERATIONAL INFORMATION 39 ISIN Code: [ ] 40 Common Code: [ ] 41 Any clearing system(s) other than Euroclear, Clearstream, Luxembourg or CDP and the relevant identifi cation number(s): [Not Applicable/give name(s) and number(s)] 42 Delivery: Delivery [against/free of] payment 43 Additional Paying Agent(s) (if any): [Not Applicable/give name] GENERAL 44 Applicable governing document: Trust Deed dated [ ] The aggregate principal amount of Notes in the Currency issued has been translated into U.S. dollars at the rate specified, producing a sum of: 46 In the case of Registered Notes, specify the location of the offi ce of the Registrar if other than Hong Kong or Singapore: 47 In the case of Bearer Notes, specify the location of the office of the Issuing and Paying Agent if other than London, Hong Kong or Singapore: [Not applicable/exchange rate of Currency: U.S. dollar equivalent: [ ]] [ ] [ ] 48 Ratings: The Notes to be issued are unrated. 49 Governing Law: English law PURPOSE OF PRICING SUPPLEMENT This Pricing Supplement comprises the fi nal terms required for issue and admission to trading on the Singapore Exchange Securities Trading Limited of the Notes described herein pursuant to the U.S.$550,000,000 Guaranteed Medium Term Note Programme of Interplex Holdings Pte. Ltd. and unconditionally and irrevocably guaranteed by the Subsidiary Guarantors. 190

205 [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, there is no assurance that the Stabilising Manager (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of the allotment of the Notes. Any stabilisation action or overallotment must be conducted by the relevant Stabilising Manager (or persons acting on behalf of any Stabilising Manager) in accordance with all applicable laws and rules.] INVESTMENT CONSIDERATIONS There are signifi cant risks associated with the Notes including, but not limited to, counterparty risk, country risk, price risk and liquidity risk. Investors should contact their own fi nancial, legal, accounting and tax advisers about the risks associated with an investment in these Notes, the appropriate tools to analyse that investment, and the suitability of the investment in each investor s particular circumstances. No investor should purchase the Notes unless that investor understands and has suffi cient fi nancial resources to bear the price, market liquidity, structure and other risks associated with an investment in these Notes. Before entering into any transaction, investors should ensure that they fully understand the potential risks and rewards of that transaction and independently determine that the transaction is appropriate given their objectives, experience, fi nancial and operational resources and other relevant circumstances. Investors should consider consulting with such advisers as they deem necessary to assist them in making these determinations. RESPONSIBILITY The Issuer and the Subsidiary Guarantors accept responsibility for the information contained in this Pricing Supplement. Signed on behalf of INTERPLEX HOLDINGS PTE. LTD. By: Duly authorised [Signed on behalf of [INSERT SUBSIDIARY GUARANTORS]: By: Duly authorised] 191

206 GENERAL INFORMATION (1) Ap proval in principle has been granted by the SGX-ST for permission to deal in, and for quotation of, any Notes which are agreed at the time of issue thereof to be listed on the SGX-ST. There can be no assurance that the application to the SGX-ST for the listing of the Notes will be approved. If the application to the SGX-ST to list a particular Series of Notes is approved, and the rules of the SGX-ST so require, such Notes will be traded on the SGX-ST in a minimum board lot size of S$200,000 or its equivalent in other specifi ed currencies. (2) Each of the Issuer and the Subsidiary Guarantors has obtained all necessary consents, approvals and authorisations in connection with the establishment of the Programme and the giving of the Subsidiary Guarantees. The establishment of the Programme was authorised by resolutions of the board of directors of the Issuer passed on 1 5 October The giving of the Subsidiary Guarantees was authorised by the resolutions of the board of directors of each of the initial Subsidiary Guarantors passed on or about 1 5 October (3) The Legal Entity Identifi er of the Issuer is VYVY73X74WHT72. (4) Except as disclosed in this Offering Circular, there has been no signifi cant change in the fi nancial or trading position of the Issuer or the Group since 30 June 2018 and no material adverse change in the prospects of the Issuer or the Group since 30 June (5) Except as disclosed in this Offering Circular, there are no legal or arbitration proceedings pending or, so far as the Issuer, the Subsidiary Guarantors and their respective directors are aware, threatened against the Issuer, the Subsidiary Guarantors or any member of the Group the outcome of which, in the opinion of the directors, may have or have had during the 12 months prior to the date of this Offering Circular a material adverse effect on the fi nancial position of the Issuer or the Subsidiary Guarantors. (6) Each Bearer Note having a maturity of more than one year, Coupon and Talon will bear the following legend: Any United States person who holds this obligation will be subject to limitations under the United States income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code. (7) The Notes may be accepted for clearance through Euroclear, Clearstream, Luxembourg and CDP. The relevant ISIN and common code in relation to the Notes of each Tranche will be specifi ed in the relevant Pricing Supplement. The relevant Pricing Supplement shall specify any other clearing system as shall have accepted the relevant Notes for clearance together with any further appropriate information. (8) For so long as Notes may be issued pursuant to this Offering Circular, the following documents will be available, at all reasonable times during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted), for inspection at the principal place of business of the Trustee and (in the case of the documents mentioned in (i), (ii), (v) and (vi) below) at the specifi ed offi ce of the Issuing and Paying Agent, the addresses of which, as at the date of this Offering Circular, are set out at the end of this Offering Circular, subject in the case of the documents mentioned in (iii) and (iv) to the same having been provided to the Trustee and the Issuing and Paying Agent by the Issuer, in each case following written request therefor and proof of holding satisfactory to the Trustee or, as the case may be, the Issuing and Paying Agent: (i) (ii) (iii) (iv) the Trust Deed (which includes the form of the Global Notes, the defi nitive Bearer Notes, the Certifi cates, the Coupons and the Talons); the Agency Agreement; the constitutive documents of each of the Issuer and the Subsidiary Guarantors; the most recently published and publicly available annual report and published and publicly available audited consolidated fi nancial statements of the Issuer; 192

207 (v) (vi) each Pricing Supplement (save that a Pricing Supplement related to an unlisted Series of Notes will only be available for inspection by a holder of any such Notes and such holder must produce evidence satisfactory to the Issuer, the Subsidiary Guarantors and(as applicable) the Trustee or the Issuing and Paying Agent as to its holding of Notes and identity); and a copy of this Offering Circular together with any supplement to this Offering Circular or further Offering Circular. (9) Ernst & Young LLP has audited and rendered an unqualifi ed audit report on the consolidated fi nancial statements of the Issuer for the years ended 30 June 2016, 2017 and 2018 (which are included in this Offering Circular). Ernst & Young LLP has given and has not withdrawn its written consent to the inclusion herein of (x) its name and (y) the independent auditor s reports on the consolidated fi nancial statements of the Issuer for the years ended 30 June 2016, 2017 and 2018, in the form and context in which they appear in this Offering Circular, and reference to its names and such reports in the form and context which they appear in this Offering Circular. 193

208 INDEX TO FINANCIAL STATEMENTS Audited Consolidated Financial Statements for the Financial Years ended 30 June 2016, 2017 and 2018 Page Directors statement F-2 Independent auditor s report F-3 Consolidated income statement for the fi nancial years ended 30 June 2016, 2017 and 2018 F-6 Consolidated statement of comprehensive income for the fi nancial years ended 30 June 2016, 2017 and 2018 F-7 Balance sheets as at 30 June 2016, 2017 and 2018 F-8 Statements of changes in equity for the fi nancial years ended 30 June 2016, 2017 and 2018 F-10 Consolidated cash fl ow statement for the fi nancial years ended 30 June 2016, 2017 and 2018 F-13 Notes to the fi nancial statements F-15 F-1

209 F-2

210 F-3

211 F-4

212 F-5

213 F-6

214 F-7

215 F-8

216 F-9

217 F-10

218 F-11

219 F-12

220 F-13

221 F-14

222 F-15

223 F-16

224 F-17

225 F-18

226 F-19

227 F-20

228 F-21

229 F-22

230 F-23

231 F-24

232 F-25

233 F-26

234 F-27

235 F-28

236 F-29

237 F-30

238 F-31

239 F-32

240 F-33

241 F-34

242 F-35

243 F-36

244 F-37

245 F-38

246 F-39

247 F-40

248 F-41

249 F-42

250 F-43

251 F-44

252 F-45

253 F-46

254 F-47

255 F-48

256 F-49

257 F-50

258 F-51

259 F-52

260 F-53

261 F-54

262 F-55

263 F-56

264 F-57

265 F-58

266 F-59

267 F-60

268 F-61

269 F-62

270 F-63

271 F-64

272 F-65

273 F-66

274 F-67

275 F-68

276 F-69

277 F-70

278 F-71

279 F-72

280 F-73

281 F-74

282 F-75

283 F-76

284 F-77

285 F-78

286 F-79

287 F-80

288 F-81

289 F-82

290 F-83

291 F-84

292 F-85

293 F-86

294 F-87

295 F-88

296 F-89

297 F-90

298 F-91

299 F-92

300 F-93

301 F-94

302 F-95

303 F-96

304 F-97

305 F-98

306 F-99

307 F-100

308 F-101

309 F-102

310 F-103

311 F-104

312 F-105