Directors Statement For the financial year ended 31 December 2016

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Barry Patterson
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1 Financial Report Directors Statement For the financial year ended 31 December 2016 The Directors present their statement together with the audited consolidated financial statements of the Group, and balance sheet and statement of changes in equity of the Company for the financial year ended 31 December In the opinion of the directors, the consolidated financial statements of the Group, and the balance sheet and statement of changes in equity of the Company as set out on pages 114 to 181, are drawn up so as to give a true and fair view of the financial position of the Group and of the Company as at 31 December 2016, and the financial performance, changes in equity and the cash flows of the Group and changes in equity of the Company for the financial year then ended and at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts when they fall due. 1. Directors The Directors of the Company in office at the date of this statement are: Lee Boon Yang (Chairman) Loh Chin Hua (Chief Executive Officer) Tow Heng Tan Alvin Yeo Khirn Hai Tan Ek Kia Danny Teoh Tan Puay Chiang Till Bernhard Vestring Veronica Eng 2. Audit Committee The Audit Committee of the Board of Directors comprises four independent non-executive Directors. Members of the Committee are: Danny Teoh (Chairman) Alvin Yeo Khirn Hai Tan Ek Kia Veronica Eng The Audit Committee carried out its function in accordance with the Singapore Companies Act, including the following: Reviewed audit scopes, plans and reports of the Company s independent auditors and internal auditors and considered effectiveness of actions/policies taken by management on the recommendations and observations; Reviewed the assistance given by the Company s officers to the auditors; Carried out independent review of quarterly financial reports and year-end financial statements; Examined effectiveness of financial, operational, compliance and information technology controls; Reviewed the independence and objectivity of the independent auditors annually; Reviewed the nature and extent of non-audit services performed by independent auditors; Met with independent auditors and internal auditors, without the presence of management, at least annually; Ensured that the internal audit function is adequately resourced and has appropriate standing within the Company, at least annually; Reviewed interested person transactions; and Investigated any matters within the Audit Committee s term of reference, whenever it deemed necessary. The Audit Committee has recommended to the Board of Directors the nomination of PricewaterhouseCoopers LLP for re-appointment as independent auditors at the forthcoming Annual General Meeting of the Company. 3. Arrangements to enable directors to acquire shares or debentures Neither at the end of the financial year nor at any time during the financial year did there subsist any arrangement whose object was to enable the Directors of the Company to acquire benefits by means of the acquisition of shares or debentures in the Company or any other body corporate other than the KCL Restricted Share Plan, KCL Performance Share Plan and Remuneration Shares to Directors of the Company. 102 Keppel Corporation Limited Report to Shareholders 2016

2 4. Directors interests in shares and debentures According to the Register of Directors shareholdings kept by the Company for the purpose of Section 164 of the Singapore Companies Act, none of the Directors holding office at the end of the financial year had any interest in the shares and debentures of the Company and related corporations, except as follows: Holdings At or date of appointment, if later Keppel Corporation Limited (No. of ordinary shares) Lee Boon Yang 197, , ,000 Loh Chin Hua 332, , ,557 Loh Chin Hua (deemed interest) 38,500 38,500 38,500 Tow Heng Tan 30,888 40,888 40,888 Tow Heng Tan (deemed interest) 28,789 28,789 28,789 Alvin Yeo Khirn Hai 24,225 32,225 32,225 Alvin Yeo Khirn Hai (deemed interest) 32,000 42,000 42,000 Tan Ek Kia 16,825 26,825 26,825 Danny Teoh 44,825 56,825 56,825 Tan Puay Chiang 32,600 42,600 42,600 Tan Puay Chiang (deemed interest) 7,103 7,103 7,103 Till Bernhard Vestring 55,000 61,000 61,000 Veronica Eng 4,000 4,000 4,000 (Unvested restricted shares to be delivered after 2013) Loh Chin Hua 29, (Unvested restricted shares to be delivered after 2014) Loh Chin Hua 100,000 50,000 50,000 (Unvested restricted shares to be delivered after 2015) Loh Chin Hua 150, , ,000 (Contingent award of restricted shares to be delivered after 2016) 1 Loh Chin Hua - 180, ,000 (Contingent award of performance shares issued in 2013 to be delivered after 2015) 2 Loh Chin Hua 93, (Contingent award of performance shares issued in 2014 to be delivered after 2016) 2 Loh Chin Hua 180, , ,000 (Contingent award of performance shares issued in 2015 to be delivered after 2017) 2 Loh Chin Hua 220, , ,000 (Contingent award of performance shares issued in 2016 to be delivered after 2018) 2 Loh Chin Hua - 300, ,000 (Contingent award of performance shares Transformation Incentive Plan issued in 2016 to be delivered after 2020) 2 Loh Chin Hua - 750, ,000 (3.145% Fixed Rate Notes due 2022) Tan Puay Chiang $250,000 $250,000 $250,

3 Financial Report Directors Statement 4. Directors interests in shares and debentures (continued) Holdings At or date of appointment, if later Subsidiary - Keppel Land Limited (3.90% Fixed Rate Notes due 2024) Tan Puay Chiang $250,000 $250,000 $250,000 Associated Companies - Keppel REIT (No. of units) Lee Boon Yang 15,097 16,118 16,118 Loh Chin Hua 7,000 7,000 7,000 Loh Chin Hua (deemed interest) 556, , ,160 Tow Heng Tan 5,568 5,568 5,568 Tow Heng Tan (deemed interest) 8,070 8,070 8,070 Alvin Yeo Khirn Hai 4,303 4,303 4,303 Alvin Yeo Khirn Hai (deemed interest) 210, , ,663 Tan Ek Kia 1,939 1,939 1,939 Danny Teoh 8,911 8,911 8,911 Tan Puay Chiang 12,000 12,000 12,000 Tan Puay Chiang (deemed interest) 6,000 6,000 6,000 - Keppel DC REIT (No. of units) Alvin Yeo Khirn Hai 75,000 95,550 95,550 Tan Puay Chiang 75, , ,000 1 Depending on the achievement of pre-determined performance targets, the actual number of shares to be released could range from zero to the number stated. 2 Depending on the achievement of pre-determined performance targets, the actual number of shares to be released could range from zero to 150% of the number stated. 5. Share options of the Company Details of share options granted under the KCL Share Option Scheme ( Scheme ) are disclosed in Note 3 to the financial statements. No options to take up Ordinary Shares ( Shares ) were granted during the financial year. There were 367,500 Shares issued by virtue of exercise of options and options to take up 3,428,000 Shares were cancelled during the financial year. At the end of the financial year, there were 14,025,974 Shares under option as follows: Number of Share Options Balance at Balance at Exercise Date of Date of grant Exercised Cancelled price expiry ,300 - (80,300) - $ ,300 - (150,300) - $ ,628,900 - (462,800) 1,166,100 $ ,936,759 - (1,243,000) 4,693,759 $ ,355,600 - (481,800) 1,873,800 $ ,147,930 - (488,400) 2,659,530 $ ,300 (367,500) - 103,800 $ ,882,185 - (257,400) 1,624,785 $ ,168,200 - (264,000) 1,904,200 $ ,821,474 (367,500) (3,428,000) 14,025,974 There are no options granted to any of the Company s controlling shareholders or their associates under the Scheme. 104 Keppel Corporation Limited Report to Shareholders 2016

4 6. Share plans of the Company The KCL Performance Share Plan ( ) and KCL Restricted Share Plan ( ) were approved by the Company s shareholders at the Extraordinary General Meeting of the Company on 23 April After a comprehensive review of the Group s strategy in 2014/2015 where stretched performance targets were set by the Board for 2020, a transformation incentive plan under the approved scheme with a five-year performance period to achieve the stretched goals was implemented in 2016 (the TIP ). Details of share plans awarded under the and are disclosed in Note 3 to the financial statements. The number of contingent Shares granted was 1,185,000 under, 5,625,000 under -TIP and 5,825,645 under KCL RSP during the financial year. The number of Shares released was 133,100 under and 5,448,278 under during the financial year. 122,600 Shares under the and 4,630,370 Shares under were vested during the financial year. 125,328 Shares under the were cancelled during the financial year. At the end of the financial year, there were 2,562,212 contingent Shares under the, 5,625,000 contingent Shares under the -TIP and 5,726,426 contingent Shares and 4,854,898 unvested Shares under the as follows: Contingent awards: Number of Shares Contingent Adjustments Balance at awards upon Balance at Date of Grant granted release Released Cancelled ,719 - (421,619) (133,100) , (12,318) 565, , (37,295) 662, , , ,185, (70,575) 1,114,425 2,052,119 1,185,000 (421,619) (133,100) (120,188) 2,562,212 -TIP ,625, ,625,000-5,625, ,625, ,731, (4,683,980) (47,900) , (764,298) (25,305) ,825, (99,219) 5,726,426 5,521,483 5,825,645 - (5,448,278) (172,424) 5,726,426 Awards released but not vested: Number of Shares Balance at Other Balance at Date of Grant Released Vested Cancelled adjustments ,100 (122,600) - (10,500) ,100 (122,600) - (10,500) ,309,027 - (1,296,338) (7,512) (5,177) ,884,098 - (1,455,300) (43,792) (10,000) 1,375, ,683,980 (1,622,391) (57,024) (14,630) 2,989, ,298 (256,341) (17,000) (1,000) 489,957 4,193,125 5,448,278 (4,630,370) (125,328) (30,807) 4,854,

5 Financial Report Directors Statement 6. Share plans of the Company (continued) The information on Directors of the Company participating in the, the and the -TIP and those employees of a subsidiary who receive 5% or more of the total number of contingent award of shares granted to date is as follows: Contingent awards: Aggregate Aggregate other Aggregate awards adjustments awards granted since since released since Aggregate Contingent commencement commencement commencement awards awards granted of plans of plans of plans not released as during the to the end of to the end of to the end of at the end of Name of Director/Employee financial year financial year financial year financial year financial year Loh Chin Hua 180, ,757 - (464,757) 180,000 Chow Yew Yuen 108, ,672 - (448,672) 108,000 Ang Wee Gee 90, ,000 - (60,000) 90,000 Loh Chin Hua 300, ,814 (101,014) (69,800) 700,000 Chow Yew Yuen 200, ,638 (97,138) (68,500) 490,000 Ang Wee Gee 150, , ,000 -TIP Loh Chin Hua 750, , ,000 Chow Yew Yuen 500, , ,000 Ang Wee Gee 400, , ,000 Awards released but not vested: Aggregate Aggregate awards awards Aggregate released since vested since awards commencement commencement released but of plans of plans not vested as to the end of to the end of at the end of Name of Director/Employee financial year financial year financial year Loh Chin Hua 464,757 (314,757) 150,000 Chow Yew Yuen 448,672 (358,672) 90,000 Ang Wee Gee 60,000 (20,000) 40,000 Loh Chin Hua 69,800 (69,800) - Employee of a Subsidiary Chow Yew Yuen 68,500 (68,500) Keppel Corporation Limited Report to Shareholders 2016

6 No Director or employee received more than 5 percent or more of the total number of contingent award of Shares granted during the financial year and aggregated to date, except for the following: Contingent shares Aggregate granted during the contingent shares Name of Director/Employee financial year (%) granted to date (%) Loh Chin Hua 9.7% 5.1% Chow Yew Yuen 6.4% 3.8% Ang Wee Gee 5.1% 1.8% There are no contingent award of Shares granted to any of the Company s controlling shareholders or their associates under the, the and the -TIP. 7. Share options and share plans of a subsidiary The particulars of share option and share plans of a subsidiary of the Company are as follows: Keppel Telecommunications & Transportation Ltd ( Keppel T&T ) At the end of the financial year, there were 570,000 unissued shares of Keppel Telecommunications & Transportation Ltd under option relating to Keppel T&T Share Option Scheme. In addition, there were 872,515 unvested shares and 1,142,500 contingent shares granted under Keppel T&T Restricted Share Plan, and 635,000 contingent shares granted under Keppel T&T Performance Share Plan at the end of the financial year. Details and terms of the options and share plans have been disclosed in the Directors Statement of Keppel Telecommunications & Transportation Ltd. 8. Independent auditor The independent auditor, PricewaterhouseCoopers LLP, has expressed its willingness to accept re-appointment. On behalf of the Board LEE BOON YANG Chairman LOH CHIN HUA Chief Executive Officer Singapore, 24 February

Directors Report. The Audit Committee carried out its function in accordance with the Singapore Companies Act, including the following:

Directors Report. The Audit Committee carried out its function in accordance with the Singapore Companies Act, including the following: 134 For the financial year ended 31 December 2014 The Directors present their report together with the audited consolidated financial statements of the Group and balance sheet and statement of changes