WBL CORPORATION LIMITED

Transcription

1 CIRCULAR DATED 14 JANUARY 2014 THIS CIRCULAR (AS DEFINED HEREIN) IS IMPORTANT AS IT CONTAINS THE RECOMMENDATION OF THE INDEPENDENT DIRECTOR (AS DEFINED HEREIN) AND THE ADVICE OF CIMB BANK BERHAD, SINGAPORE BRANCH. THIS CIRCULAR REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY. This Circular is issued by WBL Corporation Limited. If you are in any doubt in relation to this Circular or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant, tax adviser or other professional adviser immediately. If you have sold or transferred all your Stock Units and/or Convertible Bonds (each as defi ned herein) held through The Central Depository (Pte) Limited ( CDP ), you need not forward this Circular to the purchaser or transferee, as CDP will arrange for a separate Circular to be sent to the purchaser or transferee. If you have sold or transferred all your Stock Units and/or Convertible Bonds not deposited with CDP, you should immediately hand this Circular to the purchaser or transferee or to the bank, stockbroker or agent through whom you effected the sale or transfer for onward transmission to the purchaser or transferee. The Singapore Exchange Securities Trading Limited assumes no responsibility for the correctness of any of the statements made, reports contained, opinions expressed or advice given in this Circular. WBL CORPORATION LIMITED (Incorporated in Singapore) (Company Registration No Z) CIRCULAR TO STOCKHOLDERS AND BONDHOLDERS in relation to the PROPOSED VOLUNTARY DELISTING OF WBL CORPORATION LIMITED PURSUANT TO RULES 1307 AND 1309 OF THE LISTING MANUAL Independent Financial Adviser to the Independent Director CIMB BANK BERHAD (13491-P) SINGAPORE BRANCH (Incorporated in Malaysia) STOCKHOLDERS AND BONDHOLDERS SHOULD NOTE THAT THE EXIT OFFERS LETTER STATES THAT ACCEPTANCES SHOULD BE RECEIVED BY THE CLOSE OF THE EXIT OFFERS AT 5.30 P.M. (SINGAPORE TIME) ON 11 FEBRUARY 2014 OR SUCH LATER DATE(S) AS MAY BE ANNOUNCED FROM TIME TO TIME BY OR ON BEHALF OF THE OFFEROR. THE OFFEROR DOES NOT INTEND TO REVISE THE STOCK UNIT EXIT OFFER PRICE OR THE CONVERTIBLE BONDS EXIT OFFER PRICE (EACH TERM AS DEFINED HEREIN). THE EXIT OFFERS (AS DEFINED HEREIN) REPRESENT THE FINAL ASSURED OPPORTUNITY FOR STOCKHOLDERS AND BONDHOLDERS TO EXIT THEIR INVESTMENT IN THE STOCK UNITS AND THE CONVERTIBLE BONDS (RESPECTIVELY) PRIOR TO THE DELISTING (AS DEFINED HEREIN). THE DETAILED PROCEDURES FOR ACCEPTANCE AND SETTLEMENT OF THE EXIT OFFERS ARE SET OUT IN APPENDICES 1, 2 AND 3 TO THE EXIT OFFERS LETTER AND IN THE ACCOMPANYING ACCEPTANCE FORMS (AS DEFINED HEREIN) FOR YOUR INFORMATION.

2 CONTENTS PAGE DEFINITIONS... 1 CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS... 7 INDICATIVE TIMETABLE... 8 LETTER TO STOCKHOLDERS AND BONDHOLDERS FROM THE BOARD INTRODUCTION THE DELISTING PROPOSAL THE EXIT OFFERS CERTAINTY OF DELISTING AND IMPLICATIONS OF DELISTING INFORMATION ON THE OFFEROR RATIONALE FOR THE EXIT OFFERS AND THE INTENTIONS OF THE OFFEROR AND UE IN RELATION TO WBL OVERSEAS STOCKHOLDERS AND OVERSEAS BONDHOLDERS INFORMATION IN RESPECT OF THE DIRECTORS ADVICE OF CIMB TO THE INDEPENDENT DIRECTOR INDEPENDENT DIRECTOR S RECOMMENDATION ACTION TO BE TAKEN BY STOCKHOLDERS AND BONDHOLDERS INFORMATION PERTAINING TO CPFIS INVESTORS DIRECTORS RESPONSIBILITY STATEMENT APPENDIX I LETTER FROM CIMB TO THE INDEPENDENT DIRECTOR... I-1 APPENDIX II ADDITIONAL GENERAL INFORMATION... II-1 APPENDIX III PROVISIONS IN THE ARTICLES RELATING TO THE RIGHTS OF STOCKHOLDERS IN RESPECT OF CAPITAL, DIVIDENDS AND VOTING... III-1 APPENDIX IV PARTICULARS OF UNDERTAKING STOCKHOLDERS... IV-1 APPENDIX V VALUATION REPORTS... V-1 APPENDIX VI SUBJECT PROPERTIES... VI-1

3 DEFINITIONS Except where the context otherwise requires, the following defi nitions apply throughout this Circular: 4Q2013 : The fourth quarter fi nancial statement of WBL for the period ended 30 September 2013 Acceptance Forms : Bonds FAA, FAA and/or FAT, as the case may be Act : Companies Act (Chapter 50 of Singapore) Articles : The articles of association of WBL Board : Board of Directors of WBL as at the Latest Practicable Date Bondholders : Holders of the Convertible Bonds, including persons whose Convertible Bonds are deposited with CDP Bonds FAA : Form of Acceptance and Authorisation in respect of the Convertible Bonds Exit Offer, which forms part of the Exit Offers Letter and which is issued to Bondholders whose Offer Convertible Bonds are deposited with CDP Bonds Record Date : In relation to any Distribution in respect of Convertible Bonds, the date on which Bondholders must be registered with WBL or with CDP, as the case may be, in order to participate in such Distribution Circular : This circular to Stockholders and Bondholders in relation to the Delisting and Exit Offers enclosing, inter alia, the recommendation of the Independent Director and the IFA Letter Closing Date : 5.30 p.m. (Singapore time) on 11 February 2014 or such later date(s) as may be announced from time to time by or on behalf of the Offeror, being the last day for the lodgment of acceptances of the Exit Offers Code : The Singapore Code on Take-overs and Mergers Concert Parties : Has the meaning ascribed to it in Section 1.2 of this Circular Controlling Stockholders : Stockholders who: (a) (b) hold directly or indirectly 15% or more of the total number of issued Stock Units; or in fact exercise control over WBL Conversion Ratio : Has the meaning ascribed to it in Section 3.2(a) of this Circular Conversion Stock Units : All new Stock Units unconditionally issued or to be issued pursuant to: (a) (b) the valid conversion of any of the Convertible Bonds prior to the close of the Stock Unit Exit Offer; or the valid exercise of any Options prior to the close of the Stock Unit Exit Offer Convertible Bonds : The 2.5% convertible bonds due on 10 June 2014 issued by WBL on 10 June

4 Convertible Bonds Conditions : The terms and conditions of the Convertible Bonds Convertible Bonds Exit Offer : Has the meaning ascribed to it in Section 1.6(b) of this Circular Convertible Bonds Exit Offer : Has the meaning ascribed to it in Section 3.2(a) of this Circular Price CPF Agent Banks : Agent banks included under the CPFIS CPFIS : Central Provident Fund Investment Scheme CPFIS Investors : Investors who have purchased Stock Units and/or Convertible Bonds using their CPF contributions pursuant to the CPFIS Delisting : Has the meaning ascribed to it in Section 1.5 of this Circular Delisting Proposal : Has the meaning ascribed to it in Section 1.5 of this Circular Delisting Resolution : The resolution to be proposed at the EGM to approve the Delisting Despatch Date : 14 January 2014, being the date of despatch of the Exit Offers Letter and this Circular Directors : The directors of WBL as at the Latest Practicable Date Dissenting Stockholders : Has the meaning ascribed to it in Section 4.2 of this Circular Distributions : In respect of: (a) (b) Stock Units, any dividends, rights and other distributions; or Convertible Bonds, any interest, payments, rights or other distributions EGM : Extraordinary general meeting of WBL EGM Waiver : Has the meaning ascribed to it in Section 3.5(a) of this Circular Encumbrances : All claims, charges, equities, mortgages, liens, pledges, encumbrances, rights of pre-emption and other third party rights and interests of any nature whatsoever Excluded Interest Payment : Has the meaning ascribed to it in Section 3.2(b) of this Circular Exit Offers : The Stock Unit Exit Offer and the Convertible Bonds Exit Offer made by the Offeror to acquire all the Offer Stock Units and Offer Convertible Bonds on the terms and subject to the conditions set out in the Exit Offers Letter and the Acceptance Forms Exit Offers Letter : The letter dated 14 January 2014, and any other document(s) which may be issued by the Offeror, to amend, revise, supplement or update the letter from time to time, to the Stockholders and Bondholders in relation to the Exit Offers Exit Offers Settlement Date : Has the meaning ascribed to it in Section 3.1(c) of this Circular 2

5 FAA : Form of Acceptance and Authorisation in respect of the Stock Unit Exit Offer, which forms part of the Exit Offers Letter and which is issued to Stockholders whose Offer Stock Units are deposited with CDP FAT : Form of Acceptance and Transfer in respect of the Stock Unit Exit Offer, which forms part of the Exit Offers Letter and which is issued to Stockholders whose Offer Stock Units are registered in their own names in the Register FRS : Singapore Financial Reporting Standards FY : Financial year ended 30 September (up to FY2012) IFA Letter : The letter dated 14 January 2014 from CIMB to the Independent Director in respect of the Exit Offers as set out in Appendix I to this Circular Independent Director : The Director, being Mr Lee Khai Fatt Kyle, who is considered independent for the purpose of making recommendations to the Stockholders and Bondholders in respect of the Exit Offers INT FRS : Interpretations to FRS INT FR S 115 : Has the meaning ascribed to it in Paragraph 10(c) of Appendix II to this Circular Interested Person : As defi ned in the Note on Rule of the Code, an Interested Person, in relation to a company, is: (a) (b) (c) (d) (e) (f) a director, chief executive offi cer, or substantial shareholder of the company; the immediate family of a director, the chief executive offi cer, or a substantial shareholder (being an individual) of the company; the trustees, acting in their capacity as such trustees, of any trust of which a director, the chief executive offi cer or a substantial shareholder (being an individual) and his immediate family is a benefi ciary; any company in which a director, the chief executive offi cer or a substantial shareholder (being an individual) together and his immediate family together (directly or indirectly) have an interest of 30% or more; any company that is the subsidiary, holding company or fellow subsidiary of the substantial shareholder (being a company); or any company in which a substantial shareholder (being a company) and any of the companies listed in (e) above together (directly or indirectly) have an interest of 30% or more Irrevocable Undertakings : Has the meaning ascribed to it in Section 3.4 of this Circular Joint Announcement : The joint announcement on the Delisting and Exit Offers released by the Offeror and WBL on the Joint Announcement Date Joint Announcement Date : 19 November 2013 Lapse Date : Has the meaning ascribed to it in Section 3.4 of this Circular 3

6 Latest Practicable Date : 3 January 2014, being the latest practicable date prior to the printing of this Circular Listing Manual : The SGX-ST Listing Manual, as amended up to the Latest Practicable Date Market Day : A day on which the SGX-ST is open for trading in securities Memorandum : The memorandum of association of WBL Non-Accepting Undertaking : Has the meaning ascribed to it in Section 3.4 of this Circular Stockholders Non-Accepting Undertaken : Has the meaning ascribed to it in Section 3.4 of this Circular Stock Units NTA : Net tangible assets Offer Convertible Bonds : All the outstanding Convertible Bonds other than those already owned, controlled or agreed to be acquired by the Offeror Offer Stock Units : All the outstanding Stock Units other than those already owned, controlled or agreed to be acquired by the Offeror Offeror Securities : (a) Offeror Shares, (b) securities which carry substantially the same rights as any Offeror Shares, and (c) convertible securities, warrants, options and derivatives in respect of any Offeror Shares or such securities in (b) Offeror Shares : Ordinary shares in the capital of the Offeror Options : Options to subscribe for or purchase new Stock Units granted under any employee share scheme of WBL Previous Convertible Bonds : Has the meaning ascribed to it in Section 1.1(b) of this Circular Offer Previous Offers : Has the meaning ascribed to it in Section 1.1 of this Circular Previous Offers Document : The offer document dated 27 March 2013 despatched by J.P. Morgan (S.E.A.) Limited, for and on behalf of the Offeror, to the Stockholders and Bondholders in connection with the Previous Offers Previous Stock Unit Offer : Has the meaning ascribed to it in Section 1.1(a) of this Circular Register : The register of holders of Stock Units, as maintained by the Registrar Relevant Directors : Mr Norman Ip Ka Cheung, Mr Lai Teck Poh, Mr Soon Tit Koon, Mr Jackson Chevalier Yap Kit Siong and Mr Wong Hein Jee S$ : Singapore dollars SGX Approval : Has the meaning ascribed to it in Section 3.5 of this Circular Stock Units : Issued and paid-up ordinary stock units in the capital of WBL Stock Unit Exit Offer : Has the meaning ascribed to it in Section 1.6(a) of this Circular Stock Unit Exit Offer Price : Has the meaning ascribed to it in Section 3.1(a) of this Circular 4

7 Stock Units Record Date : In relation to any Distribution in respect of Stock Units, the date on which Stockholders must be registered with WBL or CDP, as the case may be, in order to participate in such Distribution Stockholders : Holders of Stock Units, including persons whose Stock Units are deposited with CDP Subject Properties : The properties as set out in the third column of Appendix VI to this Circular Undertaking Lee Group : Lee Seng Wee, Vicky Lee, Lee Tih Shih, Island Investment Company Members (Private) Limited, Kota Trading Company Sdn. Berhad, Lee Foundation, Lee Foundation, States of Malaya, Lee Plantations (Pte) Limited, Selat (Pte) Limited, Singapore Investments (Pte) Limited and Tropical Produce Company (Pte) Limited Undertaking Stockholders : Has the meaning ascribed to it in Section 3.4 of this Circular Valuation Reports : Has the meaning ascribed to it in Paragraph 11 of Appendix II to this Circular WBL Securities : (a) Stock Units, (b) securities which carry voting rights in WBL, and (c) convertible securities (including the Convertible Bonds), warrants, options (including the Options) and derivatives in respect of Stock Units or such securities in (b) % or per cent. : Per centum or percentage COMPANIES/ORGANISATIONS CDP : The Central Depository (Pte) Limited CIMB : CIMB Bank Berhad, Singapore Branch CPF : Central Provident Fund GEH : Great Eastern Holdings Limited GEH Group : GEH and its wholly-owned subsidiaries OCBC : Oversea-Chinese Banking Corporation Limited OCBC Group : OCBC and its wholly-owned subsidiaries Offeror : UE Centennial Venture Pte. Ltd., a wholly-owned subsidiary of UE Registrar : Tricor Barbinder Share Registration Services SGX-ST : Singapore Exchange Securities Trading Limited SIC : Securities Industry Council of Singapore UE : United Engineers Limited Valuers : Collectively, CBRE Pte. Ltd., Knight Frank Pte. Ltd., Knight Frank Malaysia Sdn Bhd, Henry Butcher Malaysia (Pontian) Sdn Bhd and Shanghai Lixin Appraisal Co., Ltd ( 上海立信资产评估有限公司 ) WBL or the Company : WBL Corporation Limited WBL Group : WBL, its subsidiaries and associated companies 5

8 Unless otherwise defi ned, the term acting in concert shall have the meaning ascribed to it in the Code. The terms depositor and Depository Register shall have the meanings ascribed to them respectively in the Act. The terms subsidiary and related corporation shall have the meanings ascribed to them respectively in Section 5 and Section 6 of the Act. Words importing the singular shall, where applicable, include the plural and vice versa and words importing one gender shall include the other gender. References to persons shall, where applicable, include corporations. Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defi ned in the Act, the Listing Manual or the Code or any statutory modifi cation thereof and used in this Circular shall, where applicable, have the meaning assigned to it under the Act, the Listing Manual or the Code or any statutory modifi cation thereof, as the case may be, unless the context otherwise requires. Any reference to a time of day and date in this Circular is made by reference to Singapore time and date respectively, unless otherwise stated. Any discrepancies in fi gures in this Circular between the listed amounts and the total thereof are due to rounding. Accordingly, fi gures shown as totals in this Circular may not be an arithmetic aggregation of the fi gures that precede them. Statements which are reproduced in their entirety from the Exit Offers Letter, the IFA Letter and the Articles are set out in this Circular within quotes and in italics and capitalised terms used within these reproduced statements bear the meanings ascribed to them in the Exit Offers Letter, the IFA Letter and the Articles respectively. In this Circular, the issued and paid-up share capital of WBL as at the Latest Practicable Date is S$ 490,544, comprising 277,283,930 issued Stock Units. 6

9 CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS All statements other than statements of historical facts included in this Circular are or may be forwardlooking statements. Forward-looking statements include, but are not limited to, those using words such as seek, expect, anticipate, estimate, believe, intend, project, plan, strategy, forecast and similar expressions or future or conditional verbs such as will, would, should, could, may and might. These statements refl ect WBL s current expectations, beliefs, hopes, intentions or strategies regarding the future and assumptions in light of currently available information. Such forward-looking statements are not guarantees of future performance or events and involve known and unknown risks and uncertainties. Accordingly, actual results may differ materially from those described in such forward-looking statements. Stockholders and Bondholders should not place undue reliance on such forward-looking statements, and neither WBL nor CIMB assumes any obligation to update publicly or revise any forward-looking statement. 7

10 INDIC ATIVE TIMETABLE Despatch Date : 14 January 2014 Closing Date : 11 February 2014 at 5.30 p.m. (Singapore time) IMPORTANT STOCKHOLDERS AND BONDHOLDERS SHOULD NOTE THAT ACCEPTANCES SHOULD BE RECEIVED BY THE OFFEROR BY THE CLOSE OF THE EXIT OFFERS AT 5.30 P.M. (SINGAPORE TIME) ON THE CLOSING DATE STATED ABOVE OR SUCH LATER DATE(S) AS MAY BE ANNOUNCED FROM TIME TO TIME BY OR ON BEHALF OF THE OFFEROR. STOCKHOLDERS AND BONDHOLDERS SHOULD NOTE THAT THE OFFEROR HAS GIVEN NOTICE THAT IT DOES NOT INTEND TO REVISE THE STOCK UNIT EXIT OFFER PRICE OR THE CONVERTIBLE BONDS EXIT OFFER PRICE. STOCKHOLDERS AND BONDHOLDERS SHOULD ALSO NOTE THAT IT IS CERTAIN THAT WBL WILL BE DELISTED FROM THE SGX-ST FOLLOWING THE CLOSE OF THE EXIT OFFERS, REGARDLESS OF THE LEVEL OF ACCEPTANCES OF THE EXIT OFFERS. THE EXIT OFFERS REPRESENT THE FINAL ASSURED OPPORTUNITY FOR STOCKHOLDERS AND BONDHOLDERS TO EXIT THEIR INVESTMENT IN THE STOCK UNITS AND THE CONVERTIBLE BONDS (RESPECTIVELY) PRIOR TO THE DELISTING. THE DETAILED PROCEDURES FOR ACCEPTANCE AND SETTLEMENT OF THE EXIT OFFERS ARE SET OUT IN APPENDICES 1, 2 AND 3 TO THE EXIT OFFERS LETTER AND IN THE ACCOMPANYING ACCEPTANCE FORMS FOR YOUR INFORMATION. STOCKHOLDERS AND BONDHOLDERS SHOULD READ AND CONSIDER CAREFULLY THE ADVICE OF CIMB TO THE INDEPENDENT DIRECTOR AND THE RECOMMENDATION OF THE INDEPENDENT DIRECTOR IN RESPECT OF THE EXIT OFFERS IN SECTIONS 9 AND 10 OF THIS CIRCULAR RESPECTIVELY. 8

11 WBL CORPORATION LIMITED (Incorporated in Singapore) (Company Registration No Z) LETTER TO STOCKHOLDERS AND BONDHOLDERS FROM THE BOARD Board of Directors: Registered Office: Mr Norman Ip Ka Cheung (Chairman, Independent and 801 Lorong 7 Toa Payoh, Non-executive Director) #07-00 Wearnes Building, Mr Lee Khai Fatt Kyle (Independent and Non-executive Director) Singapore Mr Lai Teck Poh (Non-independent and Non-executive Director) Mr Soon Tit Koon (Non-independent and Non-executive Director) Mr Jackson Chevalier Yap Kit Siong (Non-independent and Non-executive Director) Mr Wong Hein Jee (Non-independent and Non-executive Director) 14 January 2014 To : The Stockholders and Bondholders of WBL Dear Sir/Madam PROPOSED VOLUNTARY DELISTING OF WBL CORPORATION LIMITED PURSUANT TO RULES 1307 AND 1309 OF THE LISTING MANUAL 1. INTRODU CTION 1.1 On 27 March 2013, J.P. Morgan (S.E.A.) Limited, for and on behalf of the Offeror which is a whollyowned subsidiary of UE, made mandatory conditional cash offers to acquire: (a) (b) all the Stock Units in the capital of WBL other than those already owned, controlled or agreed to be acquired by the Offeror and certain parties acting in concert with it (the Previous Stock Unit Offer ); and all the outstanding Convertible Bonds, other than those already owned, controlled, or agreed to be acquired by the Offeror and certain parties acting in concert with it (the Previous Convertible Bonds Offer ), (collectively, the Previous Offers ). 1.2 The Previous Offers were declared to be unconditional in all respects on 13 May As at the close of the Previous Offers on 29 May 2013, the Offeror and parties acting or presumed to be acting in concert with the Offeror (the Concert Parties ) owned, controlled or had agreed to acquire an aggregate of: (a) (b) 267,045,350 Stock Units, representing approximately 96.31% of the total number of issued Stock Units 1 ; and S$6,909,310 in principal amount of Convertible Bonds, which are convertible into Conversion Stock Units representing approximately 1.09% of the total number of issued Stock Units. 1.3 On 30 May 2013, the Company had announced that trading of the Stock Units and the Convertible Bonds on the SGX-ST was suspended with effect from 9.00 a.m. on 30 May 2013 pursuant to Rules 724, 1105 and 1303(1) of the Listing Manual. 1 Unless otherwise stated, references in this Circular to the total number of issued Stock Units are based on Stock Units in issue as at the Latest Practicable Date. 9

12 1.4 As stated in the Previous Offers Document, it is not the intention of the Offeror to preserve the listing status of the Company and the Offeror has no intention to undertake or support any action for any trading suspension by the SGX-ST to be lifted. 1.5 On the Joint Announcement Date, WBL and the Offeror jointly announced that the Offeror, in accordance with its intentions as stated in the Previous Offers Document, had presented to the Board a proposal (the Delisting Proposal ) to seek the voluntary delisting of WBL (the Delisting ) from the Offi cial List of the SGX-ST pursuant to Rules 1307 and 1309 of the Listing Manual. 1.6 Under the Delisting Proposal, the Offeror will make Exit Offers to acquire: (a) (b) all the Stock Units, other than those already owned, controlled or agreed to be acquired by the Offeror (the Stock Unit Exit Offer ) at the Stock Units Exit Offer Price; and all the outstanding Convertible Bonds, other than those already owned, controlled or agreed to be acquired by the Offeror (the Convertible Bonds Exit Offer ) at the Convertible Bonds Exit Offer Price. A copy of the Joint Announcement is available on the website of the SGX-ST at The purpose of this Circular is to provide Stockholders and Bondholders with relevant information regarding the Delisting Proposal and the Exit Offers. 2. THE DELISTING PRO POSAL 2.1 Rules 1307 and 1309 of the Listing Manual Under Rule 1307 of the Listing Manual, the SGX-ST may agree to an application for WBL to delist from the Offi cial List of the SGX-ST if: (a) (b) (c) WBL convenes an EGM to obtain Stockholders approval of the Delisting Resolution; the Delisting Resolution has been approved by a majority of at least 75% of the total number of issued Stock Units (excluding treasury shares) held by Stockholders present and voting, on a poll, either in person or by proxy at the EGM (the Directors and Controlling Stockholders are not required to abstain from voting on the Delisting Resolution); and the Delisting Resolution has not been voted against by 10% or more of the total number of Stock Units (excluding treasury shares) held by Stockholders present and voting, on a poll, either in person or by proxy at the EGM. In addition, Rule 1309 of the Listing Manual requires that if WBL is seeking to delist from the Offi cial List of the SGX-ST: (i) (ii) a reasonable exit alternative, which should normally be in cash, should be offered to the Stockholders and holders of any other classes of listed securities to be delisted; and WBL should normally appoint an independent fi nancial adviser to advise on the Exit Offers. 2.2 Application to the SIC As stated in the Exit Offers Letter, an application was made by the Offeror to the SIC to, inter alia, seek certain rulings in relation to the Delisting and the Exit Offers. The SIC had ruled on 6 November 2013, inter alia, that the Exit Offers are exempted from compliance with the following provisions of the Code: (a) (b) Rule 20.1 on keeping the Exit Offers open for 14 days after they have been revised; Rule 22 on the offer timetable; 10

13 (c) (d) Rule 28 on acceptances; and Rule 29 on the right of acceptors to withdraw their acceptances, subject to the following conditions: (i) (ii) the Exit Offers being kept open for at least 28 days after the Despatch Date; and disclosure in this Circular of the consolidated NTA per Stock Unit of the WBL Group based on the latest published accounts prior to the date of this Circular. 3. THE EXIT OFFERS As stated in the Exit Offers Letter, the Offeror has offered to acquire all the Offer Stock Units and the Offer Convertible Bonds on the terms and subject to the conditions set out in the Exit Offers Letter (including the Acceptance Forms). 3.1 Principal Terms of the Stock Unit Exit Offer As stated in the Exit Offers Letter, the Stock Unit Exit Offer for the Offer Stock Units is made on the following basis: (a) Stock Unit Exit Offer Price. The consideration for each Offer Stock Unit is as follows: For each Offer Stock Unit: S$4.45 in cash (the Stock Unit Exit Offer Price ). The Offeror does not intend to revise the Stock Unit Exit Offer Price. The Stock Unit Exit Offer Price is based on the consideration under the Previous Stock Unit Offer of S$4.50 in cash for each Stock Unit but after adjusting the same downwards to take into account the interim tax-exempt (1-tier) dividend of S$0.05 per Stock Unit which was paid by the Company on 1 August 2013 to Stockholders on the Register of Members of WBL on 11 July The Stock Unit Exit Offer Price shall be applicable to any number of Offer Stock Units which are tendered in acceptance of the Stock Unit Exit Offer. Each Stockholder who accepts the Stock Unit Exit Offer will receive S$4,450 for every 1,000 Offer Stock Units tendered in acceptance of the Stock Unit Exit Offer. (b) (c) No Encumbrances. The Offer Stock Units are to be acquired fully paid and free from all Encumbrances and together with all rights, benefi ts, entitlements and advantages attached thereto as at the Joint Announcement Date and thereafter attaching thereto, including all voting rights and the right to receive and retain all Distributions (if any) announced, declared, made or paid thereon by WBL, the Stock Units Record Date for which falls on or after the Joint Announcement Date. Adjustments for Stock Unit Distributions. Without prejudice to the generality of the foregoing, the Stock Unit Exit Offer Price has been determined on the basis that the Offer Stock Units will be acquired with the right to receive any Stock Unit Distributions, the Stock Units Record Date for which falls on or after the Joint Announcement Date. In the event of any such Stock Unit Distribution, the Stock Unit Exit Offer Price payable to a Stockholder who validly accepts or has validly accepted the Stock Unit Offer shall be reduced by an amount which is equal to the amount of such Stock Unit Distribution as follows, depending on when the settlement date in respect of the Offer Stock Units tendered in acceptance by Stockholders pursuant to the Stock Unit Exit Offer (the Exit Offers Settlement Date ) falls: (i) if the Exit Offers Settlement Date falls on or before the Stock Units Record Date, the Offeror will pay the relevant accepting Stockholders the unadjusted Stock Unit Exit Offer Price of S$4.45 in cash for each Offer Stock Unit, as the Offeror will receive the Stock Unit Distribution in respect of such Offer Stock Units from the Company; and 11

14 (ii) if the Exit Offers Settlement Date falls after the Stock Units Record Date, the Stock Unit Exit Offer Price payable for such Offer Stock Units tendered in acceptance shall be reduced by an amount which is equal to the Stock Unit Distribution in respect of such Offer Stock Units, as the Offeror will not receive such Stock Unit Distribution from the Company. (d) Offer Stock Units. The Stock Unit Exit Offer will be extended, on the same terms and conditions, to all Conversion Stock Units. For the purposes of the Stock Unit Exit Offer, the expression Offer Stock Units shall include such new Conversion Stock Units. ( e) Acceptances. The Stockholders may accept the Stock Unit Exit Offer in full or in part. The Stock Unit Exit Offer will not be conditional upon a minimum number of acceptances being received by the Offeror. ( f) Further Details. Further details of the Stock Unit Exit Offer are set out in the Exit Offers Letter. 3.2 Principal Terms of the Convertible Bonds Exit Offer In addition to extending the Stock Unit Exit Offer to all Conversion Stock Units unconditionally issued or to be issued pursuant to the conversion of any Convertible Bonds prior to the close of the Stock Unit Exit Offer, the Offeror will be making the Convertible Bonds Exit Offer for all the Offer Convertible Bonds in accordance with Rule 19 of the Code and subject to and upon the following principal terms and conditions: (a) Convertible Bonds Exit Offer Price. The consideration for the relevant principal amount of the Offer Convertible Bonds tendered in acceptance of the Convertible Bonds Exit Offer (the Convertible Bonds Exit Offer Price ) will, in accordance with Note 1(a) on Rule 19 of the Code, be the see-through price, which is equal to the Stock Unit Exit Offer Price multiplied by the number of Conversion Stock Units into which such principal amount of Offer Convertible Bonds may be converted (rounded down to the nearest Conversion Stock Unit) (the Conversion Ratio ). In the event the Conversion Ratio is or will be adjusted in accordance with the Convertible Bonds Conditions, the Offeror reserves the right to adjust the Convertible Bonds Exit Offer Price subject to consultation with the SIC. The Offeror does not intend to revise the Convertible Bonds Exit Offer Price. For purely illustrative purposes only, the Convertible Bonds Exit Offer Price will be as follows: For every S$1,000 in principal amount of Offer Convertible Bonds: S$1, in cash. (b) No Encumbrances. The Offer Convertible Bonds are to be acquired fully paid and free from all Encumbrances and together with all rights, interests, benefi ts, entitlements and advantages attached thereto as at the Joint Announcement Date and thereafter attaching thereto, including the right to receive and retain all Distributions (if any) made or paid by WBL, the Bonds Record Date for which falls on or after the Joint Announcement Date but excluding any payment of interest, the Bonds Record Date for which falls on or before the relevant settlement date in respect of the Offer Convertible Bonds tendered in acceptance by Bondholders pursuant to the Convertible Bonds Exit Offer (the Excluded Interest Payment ). In the event of any such Bonds Distribution or if any right arises for any reason whatsoever (other than the Excluded Interest Payment) on or after the Joint Announcement Date for the benefi t of a Bondholder who validly accepts or has validly accepted the Convertible Bonds Exit Offer, the Offeror reserves the right to reduce the Convertible Bonds Exit Offer Price payable to such accepting Bondholder by the amount of such Bonds Distribution, subject to consultation with the SIC. 12

15 (c) (d) (e) Conditions of the Convertible Bonds Exit Offer. The Convertible Bonds Exit Offer will be subject to and conditional upon the Convertible Bonds continuing to be transferable and convertible into Conversion Stock Units. If the relevant Offer Convertible Bonds cease to be transferable or convertible into Conversion Stock Units, the Convertible Bonds Exit Offer shall lapse accordingly. Acceptances. The Bondholders may accept the Convertible Bonds Exit Offer in full or in part. The Convertible Bonds Exit Offer will not be conditional upon a minimum number of acceptances being received by the Offeror. Stock Unit Exit Offer and Convertible Bonds Exit Offer Mutually Exclusive. The Stock Unit Exit Offer and the Convertible Bonds Exit Offer are separate and mutually exclusive. The Convertible Bonds Exit Offer does not form part of the Stock Unit Exit Offer and vice versa. Without prejudice to the foregoing, if a Bondholder converts his Convertible Bonds in order to accept the Stock Unit Exit Offer in respect of the Conversion Stock Units arising pursuant to such conversion, he may not accept the Convertible Bonds Exit Offer in respect of such Convertible Bonds. Conversely, if a Bondholder wishes to accept the Convertible Bonds Exit Offer in respect of his Convertible Bonds, he may not convert those Convertible Bonds in order to accept the Stock Unit Exit Offer in respect of such Conversion Stock Units arising pursuant to such conversion. (f) Further Details. Further details of the Convertible Bonds Exit Offer are set out in the Exit Offers Letter. 3.3 No Options Proposal As at the Latest Practicable Date, there are no outstanding Options granted under any employee share scheme of WBL. In view of the foregoing, the Offeror will not make an offer to acquire the Options. For the avoidance of doubt, the Stock Unit Exit Offer will be extended to all Conversion Stock Units unconditionally issued or to be issued pursuant to the valid exercise of the Options (if any) prior to the close of the Stock Unit Exit Offer. 3.4 Irrevocable Undertakings UE had obtained irrevocable undertakings (the Irrevocable Undertakings ) from (a) the OCBC Group, (b) the GEH Group, and (c) the Undertaking Lee Group Members (collectively, the Undertaking Stockholders ) who collectively own or control an aggregate of 93,913,541 Stock Units, representing approximately % of the issued Stock Units, inter alia, that they will vote all their respective Stock Units in favour of the Delisting Resolution at any EGM which may be convened in connection with the Delisting. In addition, the OCBC Group, the GEH Group and certain Undertaking Lee Group Members 2 (collectively, the Non-Accepting Undertaking Stockholders ) had undertaken not to accept the Stock Unit Exit Offer in respect of their Stock Units amounting to an aggregate of 88,428,339 Stock Units, representing approximately 31.89% of the total number of issued Stock Units (the Non-Accepting Undertaken Stock Units ). Appendix IV sets out the details on the number and percentage of Stock Units owned by each Undertaking Stockholder. The Irrevocable Undertakings will lapse if the Exit Offers are withdrawn, lapse or close, or if the Delisting is not completed by 31 January 2014 (or such later date as may be agreed in writing) (the Lapse Date ). The Offeror is currently seeking confi rmations from the Undertaking Stockholders to extend the Lapse Date from 31 January 2014 to 28 February 2014 (or such later date as may be agreed in writing). 2 Being the Undertaking Lee Group Members other than Lee Foundation, Lee Seng Wee, Vicky Lee and Lee Tih Shih. 13

16 3.5 Conditions and Rulings from the SGX-ST As stated in the Joint Announcement, the Delisting and the making of the Exit Offers are conditional upon: (a) (b) the SGX-ST granting WBL a waiver from having to hold an EGM pursuant to Rule 1307 of the Listing Manual (the EGM Waiver ); and confi rmation by the SGX-ST that it has no objection to the Delisting. WBL had on 5 December 2013 submitted an application to the SGX-ST to seek the approval of the SGX-ST for the Delisting after the close of the Exit Offers and for the EGM Waiver on the basis that, as stated in paragraph 2.3 of the Joint Announcement, the Offeror and the Undertaking Stockholders collectively own more than 90% of the total number of issued Stock Units and they will vote in favour of the Delisting Resolution if an EGM is convened by the Company to approve the Delisting. Accordingly, if an EGM is convened for the purposes of Rule 1307 of the Listing Manual, the Offeror and the Undertaking Stockholders will be able to unilaterally decide the outcome of the EGM regardless of the votes of the minority Stockholders of the Company. As such, the convening of an EGM will not prove to be of much benefi t to the minority Stockholders but would instead cause WBL to incur unnecessary compliance costs. On 3 January 2014, the SGX-ST informed WBL that, based on the information provided by WBL to the SGX-ST, it has no objection to WBL s application for the Delisting and for the EGM Waiver (collectively, the SGX Approval ). The SGX Approval is subject to the following conditions: (i) (ii) WBL making an immediate announcement that the EGM Waiver has been granted by the SGX-ST. The announcement must include: (A) (B) the reasons for WBL s application; and the conditions, if any, attached to the EGM Waiver; and submission of a written confi rmation from the Company that the EGM Waiver does not contravene any laws and regulations governing the Company and the articles of association of the Company. WBL had on 6 January 2014 made an announcement in accordance with Section 3.5(i) of this Circular. A copy of the announcement is available on the website of the SGX-ST at WBL had on 7 January 2014 submitted a written confi rmation to the SGX-ST in accordance with Section 3.5(ii) of this Circular. Accordingly, all the aforementioned conditions have been fulfi lled and WBL is not required to convene an EGM to obtain approval from the Stockholders for the Delisting. Therefore, the conditions for the Delisting and the making of the Exit Offers have been satisfied. The Exit Offers are unconditional in all respects. The SGX Approval is not an indication of the merits of the Delisting, the Exit Offers, the Company and/or its subsidiaries. As stated in the Exit Offers Letter, Stockholders and Bondholders may accept the Exit Offers in full or in part. The Exit Offers are not conditional upon a minimum number of acceptances being received by the Offeror. 3.6 Warranty As set out in the Exit Offers Letter: (a) a Stockholder who tenders his Offer Stock Units in acceptance of the Stock Unit Exit Offer will be deemed to unconditionally and irrevocably represent, warrant and undertake to the Offeror that he sells such Offer Stock Units as or on behalf of the benefi cial owner(s) thereof, fully paid and free from all Encumbrances and together with all rights, benefi ts, entitlements and advantages attached thereto as at the Joint Announcement Date and thereafter attaching thereto, including all voting rights, the right to receive and retain all Stock Unit Distributions (if any) announced, declared, made or paid thereon by the Company, the Stock Units Record Date for which falls on or after the Joint Announcement Date; and 14

17 (b) a Bondholder who tenders his Offer Convertible Bonds in acceptance of the Convertible Bonds Exit Offer will be deemed to unconditionally and irrevocably represent, warrant and undertake to the Offeror: (i) (ii) that he sells such Offer Convertible Bonds as or on behalf of the benefi cial owner(s) thereof, free from all Encumbrances together with all rights, interests, benefits and entitlements attached thereto as at the Joint Announcement Date and thereafter attaching thereto, including the right to receive and retain all Bonds Distributions (if any) made or paid by the Company, the Bonds Record Date for which falls on or after the Joint Announcement Date but excluding the Excluded Interest Payment; and on the terms set out in Appendix 4 to the Exit Offers Letter. 3.7 Duration of the Exit Offers As set out in the Exit Offers Letter, the Exit Offers are open for acceptance by the Stockholders and Bondholders for a period of 28 days from the Despatch Date, unless the Exit Offers are withdrawn with the consent of the SIC and every person released from any obligation incurred thereunder. Accordingly, the Exit Offers will close on the Closing Date. 4. CERTAINTY OF DELISTING AND IMPLICATIONS OF DELISTING 4.1 Delisting Stockholders and Bondholders should note that trading in the Stock Units and Convertible Bonds has been suspended since 30 May 2013 and, in light of the SGX Approval as set out in Section 3.5 of this Circular, it is certain that WBL will be delisted from the Official List of the SGX-ST after the close of the Exit Offers, regardless of the level of acceptances of the Exit Offers. Stockholders and Bondholders should note that following the Delisting, Stockholders and Bondholders who do not accept the Stock Unit Exit Offer and/or Convertible Bonds Exit Offer (as the case may be) will continue to hold Stock Units and/or Convertible Bonds in an unlisted company. Shares or stock units and bonds of unlisted companies are generally valued at a discount to the shares or stock units and bonds of comparable listed companies as a result of the lack of marketability. Following the Delisting, it is likely to be difficult for Stockholders and Bondholders who do not accept the Stock Unit Exit Offer and/or Convertible Bonds Exit Offer to sell their Stock Units and/or Convertible Bonds (as the case may be) in the absence of a public market for the Stock Units and Convertible Bonds as there is no arrangement for Stockholders and Bondholders to exit. Even if such Stockholders and/or Bondholders were able to sell their Stock Units or Convertible Bonds (as the case may be), they may receive a lower price as compared to the Stock Unit Exit Offer Price and/or Convertible Bonds Exit Offer Price. Further, any transfer or sale of Stock Units and/or Convertible Bonds represented by share certifi cates or bond certifi cates (as the case may be) will be subject to a stamp duty. Under the Code, except with the consent of the SIC, neither the Offeror nor any person acting in concert with it may, within six (6) months of the closure of the Exit Offers, make a second offer to, or acquire any Stock Units from, any Stockholder on terms better than those made available under the Stock Unit Exit Offer. As an unlisted company, WBL will no longer be obliged to comply with the listing requirements of the SGX-ST, in particular the continuing corporate disclosure requirements under Chapter 7 and Appendices 7.1 to 7.5 of the Listing Manual. Nonetheless, as a company incorporated in Singapore, WBL will still need to comply with the Act and its Memorandum and Articles, and the interests of Stockholders who do not accept the Stock Unit Exit Offer will be protected to the extent provided for under the Act as well as the Memorandum and Articles. 15

18 After WBL is delisted from the Offi cial List of the SGX-ST, each Stockholder and Bondholder who holds Stock Units and/or Convertible Bonds (as the case may be) that are deposited with CDP and does not accept the Stock Unit Exit Offer and/or Convertible Bonds Exit Offer will be entitled to one (1) share certifi cate and/or one (1) bond certifi cate representing his delisted Stock Units and/or Convertible Bonds (as the case may be). The Registrar will arrange to forward the share certifi cate(s) and/or bond certifi cate(s) to such Stockholders and/or Bondholders (as the case may be) who are not CPFIS Investors, by ordinary post and at the Stockholders and/or Bondholders own risk, to their respective addresses as such addresses appear in the records of CDP, for their physical safekeeping. The share certifi cate(s) and/or bond certifi cate(s) belonging to CPFIS Investors will be forwarded to their respective CPF Agent Banks for their safekeeping. Stockholders and Bondholders who are in doubt of their position should seek independent professional advice. 4.2 Compulsory Acquisition As stated in Section 3.4 of this Circular, as the Non-Accepting Undertaking Stockholders have undertaken pursuant to their Irrevocable Undertakings that they will not be accepting the Stock Unit Exit Offer in respect of their Non-Accepting Undertaken Stock Units which represents approximately 31.89% of the total number of issued Stock Units, the Offeror would not become entitled to exercise the right of compulsory acquisition under Section 215(1) of the Act to compulsorily acquire all the Stock Units of Stockholders who have not accepted the Stock Unit Exit Offer (the Dissenting Stockholders ) pursuant to acceptances of the Stock Unit Exit Offer. In addition, the Dissenting Stockholders would not become entitled to exercise their rights under Section 215(3) of the Act to require the Offeror to acquire their Stock Units. Accordingly, Dissenting Stockholders will, after the close of the Stock Unit Exit Offer, hold Stock Units in an unlisted company. Stockholders are advised to seek their own independent legal advice. 5. INFORMATION ON THE OFFEROR Information on the Offeror is set out in Section 8 of and Appendix 5 to the Exit Offers Letter. 6. RATIONALE FOR THE EXIT OFFERS AND THE INTENTIONS OF THE OFFEROR AND UE IN RELATION TO WBL 6.1 The rationale for the Exit Offers and the intentions of the Offeror and UE in relation to WBL and its subsidiaries are set out in Sections 10 and 11 of the Exit Offers Letter. 6.2 The Directors note that the Offeror has stated its intentions in relation to the operations and businesses of WBL and its subsidiaries as well as their respective employees in Section 11 of the Exit Offers Letter. STOCKHOLDERS AND BONDHOLDERS ARE URGED TO READ THE ABOVEMENTIONED SECTIONS OF THE EXIT OFFERS LETTER CAREFULLY. 7. OVERSEAS STOCKHOLDERS AND OVERSEAS BONDHOLDERS 7.1 The Stockholders and Bondholders whose addresses are outside Singapore, as shown on the Register or as the case may be, in the records of CDP should refer to Section 17 of the Exit Offers Letter. 16

19 8. INFORMATION IN RES PECT OF THE DIRECTORS 8.1 Independence of Directors The Company made an application to SIC to seek SIC s confi rmation that each of the Relevant Directors is not considered to be independent for the purpose of the Exit Offers and that each of them should be exempted from making a recommendation on the Exit Offers to the Stockholders and Bondholders in accordance with Rule 24.1(a) and Rule 19(b) of the Code for the following reasons: (a) Mr Norman Ip Ka Cheung ( Mr Ip ) is a director of UE, which is the holding company of the Offeror, and UE E&C Ltd., which is a subsidiary of UE. Mr Ip is also currently a director of GEH and The Overseas Assurance Corporation Limited, a wholly-owned subsidiary of GEH. As stated in the Joint Announcement, GEH and its wholly-owned subsidiaries are or are presumed to be acting in concert with the Offeror under the Code for the purpose of the Exit Offers. By virtue of Mr Ip s abovementioned directorships, Mr Ip is presumed to be acting in concert with the Offeror under the Code for the purpose of the Exit Offers. (b) Mr Lai Teck Poh ( Mr Lai ) is a director of OCBC and its wholly-owned subsidiaries, OCBC Bank (Malaysia) Berhad and OCBC Al-Amin Bank Berhad. Mr Lai is also a commissioner of PT Bank OCBC NISP, Tbk, a subsidiary of OCBC. As stated in the Joint Announcement, OCBC and its wholly-owned subsidiaries are or are presumed to be acting in concert with the Offeror under the Code for the purpose of the Exit Offers. By virtue of Mr Lai s abovementioned directorships, Mr Lai is presumed to be acting in concert with the Offeror under the Code for the purpose of the Exit Offers. (c) (d) (e) Mr Soon Tit Koon ( Mr Soon ) is an adviser to OCBC. Accordingly, Mr Soon is presumed to be acting in concert with the Offeror under the Code for the purpose of the Exit Offers. Mr Jackson Chevalier Yap Kit Siong ( Mr Yap ) is a nominee director of UE on the board of directors of the Company. Mr Yap is also the Group Managing Director and Chief Executive Offi cer of UE. Accordingly, Mr Yap is presumed to be acting in concert with the Offeror under the Code for the purpose of the Exit Offers. Mr Wong Hein Jee ( Mr Wong ) is a nominee director of UE on the board of directors of the Company. Mr Wong is also the Chief Financial Officer of UE. As stated in the Joint Announcement, Mr Wong is or is presumed to be acting in concert with the Offeror under the Code for the purpose of the Exit Offers. In addition, Mr Wong holds 142,650 Stock Units. The SIC had on 25 November 2013 ruled, inter alia, that the Relevant Directors are exempted from the requirement to make a recommendation on the Exit Offers to the Stockholders and Bondholders on the basis that each of them is or is presumed to be acting in concert with the Offeror. Nevertheless, the Relevant Directors will still assume responsibility for the accuracy of the facts stated and opinions expressed in documents issued by, or on behalf of, WBL in connection with the Exit Offers. The Independent Director is considered independent for the purpose of the Exit Offers and is required to make a recommendation to Stockholders and Bondholders in respect of the Exit Offers. 8.2 Directors Interests Details of the Directors including, inter alia, the Directors direct and deemed interests in Stock Units and Offeror Shares as at the Latest Practicable Date are set out in Appendix II to this Circular. 17

20 9. ADVICE OF CIMB TO THE INDEPENDENT DIRECTOR CIMB has been appointed as the independent fi nancial adviser to the Independent Director in relation to the Exit Offers. The IFA Letter is set out in Appendix I to this Circular. The key factors taken into consideration by CIMB in arriving at its advice have been extracted from the IFA Letter and set out in italics below. Stockholders and Bondholders should read the following extract in conjunction with, and in the context of, the full text of the IFA Letter. 10. SUMMARY OF ANALYSIS In arriving at our advice on the Exit Offers, we have relied on the following key considerations (which should be read in conjunction with, and in the context of, the full text of this letter): (i) (ii) (iii) (iv) (v) The Stock Unit Exit Offer Price falls within the range of the estimated sum-of-parts valuation of each Stock Unit. The Stock Unit Exit Offer Price is set at S$0.05 or approximately 1.1% below the price of S$4.50 paid by the Offeror during the Previous Stock Unit Offer to refl ect the 2013 Interim Dividend which was paid to Stockholders following the close of the Previous Offers. At the offer price for the Previous Stock Unit Offer, the Offeror and parties acting in concert with it were able to successfully obtain super majority control of the Company and signifi cantly increased their aggregate interest to approximately per cent. of the total issued Stock Units. The Stock Unit Exit Offer Price is at signifi cant premium over the VWAP of the Stock Units for all of the historical periods during the two (2) years prior to the Possible STC Offer Date. During the 2-year period prior to the Possible STC Offer Date, the Stock Units had not closed at or above the Stock Unit Exit Offer Price. The Stock Unit Exit Offer Price represents a premium of approximately 41.7% over the unaudited NTA per Stock Unit as at 30 September ( vi) The market price premia implied in the Stock Unit Exit Offer Price is within the corresponding range of premia implied in the Successful Privatisation Transactions and above the corresponding mean and median premia implied in the Successful Delisting Offers. ( vii) The net dividend yield of the Stock Units as implied by the Stock Unit Exit Offer Price is lower than the dividend yields of the STI ETF for the last three (3) fi nancial years. There is no assurance that the Company will continue to pay any dividends in the future and/or maintain the level of dividends paid in past periods following the Delisting. ( viii) Trading in the Stock Units remains suspended as at the Latest Practicable Date and no action will be taken for such trading suspension to be lifted. ( ix) It is certain that the Company will be delisted from the Offi cial List of the SGX-ST following the close of the Exit Offers, regardless of the level of acceptance of the Exit Offers. ( x) The Offeror will not become entitled to exercise the right of compulsory acquisition under Section 215(1) of the Act to compulsorily acquire all the Stock Units of the Dissenting Stockholders and the Dissenting Stockholders will also not become entitled to exercise their rights under Section 215(3) of the Act to require the Offeror to acquire their Stock Units. ( xi) The Offeror has stated that it does not intend to revise the terms of the Exit Offers. In addition, as at the Latest Practicable Date, there is no publicly available evidence of an alternative takeover offer for the Stock Units or the Convertible Bonds. ( xii) By accepting the Convertible Bonds Exit Offer, a Bondholder stands to receive a much higher payout as compared to redeeming the Convertible Bonds at maturity. 18

21 In summary, after carefully considering all available information and based on our assessment of the fi nancial terms of the Exit Offers, we are of the opinion that the Stock Unit Exit Offer Price is fair when compared against our sum-of-parts valuation analysis and against the historical market price of the Stock Units prior to the Possible STC Offer Date. The market price premi a implied by the Stock Unit Exit Offer Price is also more favourable than the mean and median premia paid in other delistings of companies listed on the SGX-ST. We wish to highlight that the break-up value theoretically implied in our sum-of-parts valuation analysis is uncertain and the extent to which such value may be realised depends on various factors, including inter alia, the intentions of the Offeror regarding the Company s businesses and assets, and whether the Company will be able to successfully seek out potential buyers for divestment of its assets at the desired price, liquidate and return cash to its Stockholders within a reasonable timeframe as well as the amount of transaction costs that may be incurred in undertaking these corporate exercises. Stockholders and Bondholders should note that the Offeror and its Concert Parties already have super majority control of the Company and any sale of assets will necessarily require their support. Having considered that: (i) the Offeror and its Concert Parties controls approximately per cent. of the total issued Stock Units ; (ii) trading in the Stock Units and the Convertible Bonds remains suspended as at the Latest Practicable Date and that no action will be taken to restore the free fl oat and resume the trading of the Stock Units and the Convertible Bonds on the SGX-ST; (iii) the Exit Offers are unconditional in all respects and Stockholders and Bondholders who accept the Exit Offers are assured of receiving the Stock Unit Exit Offer Price and Convertible Bonds Exit Offer Price in cash without incurring any transaction cost; (iv) it is certain that the Company will be delisted from the Offi cial List of the SGX-ST following the close of the Exit Offers, and ( v) by accepting the Convertible Bonds Exit Offer, a Bondholder stands to receive a much higher payout as compared to redeeming the Convertible Bonds at maturity, we are of the opinion that the Exit Offers are reasonable exit alternatives in the present circumstances. The advice of CIMB to the Independent Director in respect of the Exit Offers has been extracted from the IFA Letter and set out in italics below. Stockholders and Bondholders should read the following extract in conjunction with, and in the context of, the full text of the IFA Letter. 11. ADVICE TO STOCKHOLDERS AND BONDHOLDERS We advise the Independent Director to make the following recommendation to Stockholders and Bondholders in relation to the Exit Offers: Stockholders and Bondholders who are not prepared to bear the implications and consequences of holding securities in an unlisted company are advised to ACCEPT the Exit Offers. Stockholders and Bondholders should be aware of the following: (i) (ii) (iii) Trading in the Stock Units and the Convertible bonds has been suspended and no action will be taken for such trading suspension by the SGX-ST to be lifted. It is certain that the Company will be delisted from the Offi cial List of the SGX-ST following the close of the Exit Offers regardless of the acceptance level of the Exit Offers. The Offeror will not become entitled to exercise the right of compulsory acquisition under Section 215(1) of the Act to compulsorily acquire all the Stock Units of the Dissenting Stockholders and the Dissenting Stockholders will also not become entitled to exercise their rights under Section 215(3) of the Act to require the Offeror to acquire their Stock Units. The Exit Offers represents the final assured opportunity for Stockholders and Bondholders to exit their investment in the Stock Units and the Convertible Bonds respectively prior to the Delisting. By accepting the Convertible Bonds Exit Offer, Bondholders can realise the value of the conversion option embedded in their Convertible Bonds prior to the Delisting. 19

22 After the Delisting, the Company will no longer be obliged to comply with the requirements of the SGX-ST and Stockholders and Bondholders will no longer enjoy the same level of corporate governance, protection, transparency and accountability afforded and imposed on the Company by the Listing Manual (including the requirement to have independent directors). Stockholders who do not accept the Stock Unit Exit Offer will continue to hold their Stock Units in the form of physical share certifi cates after the Delisting and will be subject to risks associated with investment in an unlisted company including but not limited to lack of marketability of the Stock Units and the potential discount on the value of the Stock Units. Bondholders who do not accept the Convertible Bonds Exit Offer will continue to hold their Convertible Bonds in the form of physical bond certifi cates after the Delisting and will receive proceeds lower than those under the Convertible Bonds Exit Offer upon redemption of the Convertible Bonds by the Company (assuming that there are no other future distributions in respect of the Convertible Bonds). Stockholders and Bondholders who do not accept the Exit Offers will be subject to risks associated with investment in an unlisted company including but not limited to lack of marketability of their securities. In rendering our advice, we have not had regard to the specifi c investment objectives, fi nancial situation, tax position, risk profi les or unique needs and constraints of any individual Stockholder or Bondholder. As different Stockholders and Bondholders would have different investment objectives and profi les, any individual Stockholder or Bondholder who may require specifi c advice should consult his stockbroker, bank manager, solicitor, accountant, tax adviser or other professional advisers. The Independent Director should advise Stockholders and Bondholders that the opinion and advice of CIMB should not be relied upon by any Stockholder or Bondholder as the sole basis for deciding whether to accept or reject the Exit Offers. 10. INDEPENDENT DIRECTOR S RECOMMENDATION The Independent Director has reviewed and considered carefully the terms of the Exit Offers and the advice given by CIMB in the IFA Letter. The Independent Director concurs with CIMB s assessment of the Exit Offers and their advice and recommendation thereon. The Exit Offers represent the final assured opportunity for Stockholders and Bondholders to exit their investment in the Stock Units and the Convertible Bonds (respectively) prior to the Delisting. Accordingly, the Independent Director recommends that Stockholders and Bondholders who are not prepared to bear the implications and consequences of holding Stock Units and Convertible Bonds in an unlisted company ACCEPT the Exit Offers. Stockholders and Bondholders should be aware of the following: (a) (b) (c) (d) trading in the Stock Units and Convertible Bonds have been suspended and no action will be taken to restore the public fl oat; it is certain that WBL will be delisted from the Offi cial List of the SGX-ST following the close of the Exit Offers regardless of the acceptance level of the Exit Offers; as stated in Section 4.2 of this Circular, the Offeror will not be entitled to exercise its rights of compulsory acquisition under Section 215(1) of the Act; after the Delisting, WBL will no longer be obliged to comply with the requirements of the SGX-ST and Stockholders and Bondholders will no longer enjoy the same level of corporate governance, protection, transparency and accountability afforded and imposed on WBL by the Listing Manual (including the requirement to have independent directors); and 20

23 (e) Stockholders and Bondholders who do not accept the Stock Unit Exit Offer and/or Convertible Bonds Exit Offer will continue to hold Stock Units and/or Convertible Bonds (as the case may be) in the form of physical share certifi cates and/or bond certifi cates after the Delisting and will be subject to risks associated with investment in an unlisted company including but not limited to lack of marketability of the Stock Units and/or Convertible Bonds. Stockholders and Bondholders are advised to read the IFA Letter set out in Appendix I to this Circular carefully before deciding whether to accept or reject the Exit Offers. The Independent Director also draws the attention of the Stockholders and Bondholders to Section 4 of this Circular entitled Certainty of Delisting and Implications of Delisting. Stockholders and Bondholders should note that CIMB s advice to the Independent Director in respect of the Exit Offers should not be relied upon by any Stockholder or Bondholder as the sole basis for deciding whether to accept or reject the Exit Offers. In preparing the above advice and giving the above recommendation, CIMB and the Independent Director have not had regard to the specifi c investment objectives, fi nancial situation, tax position, risk profi les or unique needs and constraints of any individual Stockholder or Bondholder. As different Stockholders and Bondholders would have different investment objectives and profi les, the Independent Director recommends that any individual Stockholder or Bondholder who may require specifi c advice in relation to his Stock Units or Convertible Bonds (as the case may be) consult his stockbroker, bank manager, solicitor, accountant, tax adviser or other professional advisers. 11. ACTION TO BE TAKEN BY STOCKHOLDERS AND BONDHOLDERS The Exit Offers Letter and the Acceptance Forms have been despatched together with this Circular. Stockholders and/or Bondholders who wish to accept the Stock Unit Exit Offer and/or Convertible Bonds Exit Offer (as the case may be) must do so no later than the Closing Date. The detailed procedures for acceptance and settlement of the Exit Offers are set out in Appendices 1, 2 and 3 to the Exit Offers Letter and in the accompanying Acceptance Forms for your information. Stockholders and/or Bondholders who do not wish to accept the Stock Unit Exit Offer and/or Convertible Bonds Exit Offer (as the case may be) need not take further action in respect of the Exit Offers Letter (including the Acceptance Forms) which has been sent to them. 12. INFORMATION PERTAINING TO CPFIS INVESTORS CPFIS Investors will receive further information on how to accept the relevant Exit Offers from their respective CPF Agent Banks directly. CPFIS Investors are advised to consult their respective CPF Agent Banks should they require further information, and if they are in any doubt as to the action they should take, CPFIS Investors should seek independent professional advice. CPFIS Investors who wish to accept the relevant Exit Offers are to reply to their respective CPF Agent Banks by the deadline stated in the letter from their respective CPF Agent Banks. CPFIS Investors who accept the relevant Exit Offers will receive the Stock Unit Exit Offer Price or Convertible Bonds Exit Offer Price (as the case may be) payable in respect of their Offer Stock Units or Offer Convertible Bonds in their CPF investment accounts. 21

24 13. DIRECTORS RESPONSIBI LITY STATEMENT The Directors (including any who may have delegated detailed supervision of the preparation of this Circular) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this Circular (other than those (a) relating to the Offeror and parties acting in concert with it, and (b) in Appendix I to this Circular for which CIMB has taken responsibility) are fair and accurate and that no material facts have been omitted from this Circular, the omission of which would make any statement in this Circular (other than those (a) relating to the Offeror and parties acting in concert with it, and (b) in Appendix I to this Circular for which CIMB has taken responsibility) misleading. Where any information in this Circular has been extracted or reproduced from published or otherwise publicly available sources or obtained from the Offeror, the sole responsibility of the Directors has been to ensure, through reasonable enquiries, that such information is accurately extracted from such sources or, as the case may be, accurately refl ected or reproduced in this Circular. The Directors jointly and severally accept responsibility accordingly. In respect of the IFA Letter, the sole responsibility of the Directors has been to ensure that the facts stated therein with respect to the WBL Group are fair and accurate. The recommendation of the Independent Director to Stockholders and Bondholders in respect of the Exit Offers as set out in Section 10 of this Circular is the sole responsibility of the Independent Director. Yours faithfully For and on behalf of the Board Mr Lee Khai Fatt Kyle Independent Director 22

25 APP ENDIX I LETTER FROM CIMB TO THE INDEPENDENT DIRECTOR CIMB Bank Berhad (13491-P) Singapore Branch (Incorporated in Malaysia) 50 Raffl es Place #09-01 Singapore Land Tower Singapore January 2014 To: The Independent Director Dear Sir, WBL Corporation Limited 801 Lorong 7 Toa Payoh #07-00 Wearnes Building Singapore PROPOSED VOLUNTARY DELISTING OF WBL CORPORATION LIMITED (THE COMPANY ) PURSUANT TO RULES 1307 AND 1309 OF THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED LISTING MANUAL 1. INTRODUCTION On 27 March 2013, J.P. Morgan (S.E.A.) Limited ( J.P. Morgan ), for and on behalf of UE Centennial Venture Pte. Ltd. (the Offeror ), a wholly-owned subsidiary of United Engineers Limited ( UE ), made mandatory conditional cash offers (the Previous Offers ) to acquire (i) all the issued ordinary stock units in the capital of the Company ( Stock Units ), other than those already owned, controlled or agreed to be acquired by the Offeror and certain parties acting in concert with it (the Previous Stock Unit Offer ) and (ii) all the outstanding 2.5% convertible bonds due 10 June 2014 issued by the Company on 10 June 2009 (the Convertible Bonds ), other than those already owned, controlled or agreed to be acquired by the Offeror and certain parties acting in concert with it. The Previous Offers were declared to be unconditional in all respects on 13 May As at the close of the Previous Offers on 29 May 2013, the Offeror and parties acting or presumed to be acting in concert with the Offeror ( Concert Parties ) owned, controlled or had agreed to acquire an aggregate of (i) 267,045,350 Stock Units, representing approximately per cent. of the total number of issued Stock Units; and (ii) S$6,909,310 in principal amount of Convertible Bonds, which are convertible into Stock Units representing approximately 1.09% of the total number of issued Stock Units. On 30 May 2013, the Company announced that trading in the Stock Units and the Convertible Bonds on the Singapore Exchange Securities Trading Limited ( SGX-ST ) was suspended with effect from 9.00 a.m. on 30 May 2013 (the Trading Suspension Date ) pursuant to Rules 724, 1105 and 1303(1) of the listing manual of the SGX-ST (the Listing Manual ). As stated in the offer document dated 27 March 2013 (the Previous Offers Document ) despatched by J.P. Morgan, for and on behalf of the Offeror, to the stockholders of the Company (the Stockholders ) and the holders of the Convertible Bonds (the Bondholders ) in connection with the Previous Offers, it is not the intention of the Offeror to preserve the listing status of the Company and the Offeror has no intention to undertake or support any action for any trading suspension by the SGX-ST to be lifted. I-1

26 On 19 November 2013 (the Joint Announcement Date ), the Offeror and the Company jointly announced (the Joint Announcement ) that the Offeror, in accordance with its intentions as stated in the Previous Offers Document, had presented to the board of directors of the Company (the Board ) a formal proposal (the Delisting Proposal ) to seek the voluntary delisting of the Company (the Delisting ) from the Offi cial List of the SGX-ST pursuant to Rules 1307 and 1309 of the Listing Manual. Under the Delisting Proposal, the Offeror will make exit offers (the Exit Offers ) to acquire (i) all the Stock Units, other than those already owned, controlled or agreed to be acquired by the Offeror (the Stock Unit Exit Offer ) and (ii) all the outstanding Convertible Bonds, other than those already owned, controlled or agreed to be acquired by the Offeror (the Convertible Bonds Exit Offer ). The Board has considered the Delisting Proposal and has resolved to make an application to the SGX-ST for (i) a waiver from the requirement to hold an extraordinary general meeting of the Company (the EGM ) to obtain Stockholders approval for the Delisting pursuant to Rule 1307 of the Listing Manual (the EGM Waiver ) and (ii) a confi rmation that it has no objection to the Delisting. On 3 January 2014, the SGX-ST informed the Company that it has no objections to the Company s application for the Delisting and the EGM Waiver, subject to certain conditions. CIMB Bank Berhad, Singapore Branch ( CIMB ) has been appointed as the independent fi nancial adviser to advise the Company s director who is considered independent (the Independent Director ) for the purposes of the Exit Offers. This letter sets out, inter alia, our opinion and evaluation of the fi nancial terms of the Exit Offers and our advice thereon and forms part of the circular (the Circular ) providing, inter alia, details of the Delisting Proposal and the recommendation of the Independent Director in respect thereof. Unless otherwise defi ned or the context otherwise requires, all terms defi ned in the Circular shall have the same meanings herein. 2. TERMS OF REFERENCE We have been appointed to advise on the Exit Offers pursuant to Rule 1309(2) of the Listing Manual. We have confi ned our evaluation to the fi nancial terms of the Exit Offers and our terms of reference do not require us to evaluate or comment on the commercial risks and/or commercial merits of the Delisting Proposal, the Exit Offers or the future prospects of the Company and its subsidiaries (the WBL Group ) or any of its associated companies or joint ventures and we have not made such evaluation or comment. However, we may draw upon the views of the Directors and management of the Company or make such comments in respect thereof (to the extent deemed necessary or appropriate by us) in arriving at our opinion as set out in this letter. We have not been requested and we do not express any opinion on the relative merits of the Delisting Proposal and the Exit Offers as compared to any other alternative transactions. We have not been requested to solicit, and we have not solicited, any indication of interest from any third party with respect to the Stock Units or the Convertible Bonds. We have held discussion with the management of the Company and have examined publicly available information collated by us as well as information, both written and verbal, provided to us by the Company and the Company s professional advisers. We have relied upon and assumed the accuracy of such information and have not independently verifi ed such information, whether written or verbal, and accordingly cannot and do not make any representation or warranty, express or implied, in respect of, and do not accept any responsibility for the accuracy, completeness or adequacy of, such information. However, we have made reasonable enquiries and exercised our judgment as we deem necessary on such information and have found no reason to doubt the reliability of the information. We have relied upon the assurances of the Directors (including those who may have delegated supervision of the Circular) that they have taken all reasonable care to ensure that the facts stated and opinions expressed by them or the Company in the Circular are fair and accurate in all material respects. The Directors have confi rmed to us that, to the best of their knowledge and belief, all material information relating to the WBL Group, its associated companies and joint ventures, the Delisting Proposal and the Exit Offers have been disclosed to us, that such information is true, complete and accurate in all material respects and that there are no other material facts and circumstances the omission of which would make any statement in the Circular inaccurate, incomplete or misleading in any material respect. I-2

27 We have not made any independent evaluation or appraisal of the assets and liabilities of the WBL Group, its associated companies and joint ventures and we have not been furnished with any such evaluation or appraisal, except for the valuation reports (the Valuation Reports ), extracts of which are set out in Appendix V to the Circular. With respect to such Valuation Reports, we are not experts in the evaluation or appraisal of the assets concerned and we have placed sole reliance on these Valuation Reports for such asset appraisal and have not made any independent verifi cation of the contents thereof. Our analysis and opinion are based upon market, economic, industry, monetary and other conditions prevailing as at 3 January 2014 (the Latest Practicable Date ) and the information made available to us as at the Latest Practicable Date. Such conditions may change signifi cantly over a short period of time. We assume no responsibility to update, revise or reaffi rm our opinion in light of any subsequent development after the Latest Practicable Date that may affect our opinion contained herein. Stockholders and Bondholders should take note of any announcements and/or documents relevant to their consideration of the Delisting Proposal and the Exit Offers which may be released or published by or on behalf of the Company and/or the Offeror after the Latest Practicable Date. In rendering our advice, we have not had regard to the specifi c investment objectives, fi nancial situation, tax position, risk profi les or unique needs and constraints of any individual Stockholder or Bondholder. As different Stockholders and Bondholders would have different investment objectives and profi les, any individual Stockholder or Bondholder who may require specifi c advice should consult his stockbroker, bank manager, solicitor, accountant, tax adviser or other professional advisers. The Company has been separately advised by its own advisers in the preparation of the Circular (other than this letter). We were not involved in and have not provided any advice, fi nancial or otherwise, in the preparation and verifi cation of the Circular (other than this letter). Accordingly, we take no responsibility for, and express no views, express or implied, on the contents of the Circular (other than this letter). While a copy of this letter may be reproduced in the Circular, neither the Company nor the Directors may reproduce, disseminate or refer to this letter (or any part thereof) for any other purposes at any time and in any manner without the prior written consent of CIMB in each specifi c case. Our advice in relation to the Exit Offers should be considered in the context of the entirety of this letter and the Circular. 3. THE EXIT OFFERS Stockholders and Bondholders should have received, together with the Circular, a copy of the Exit Offers Letter dated 14 January 2014 setting out, inter alia, the terms and conditions of the Exit Offers. 3.1 Stock Unit Exit Offer Price As stated in the Exit Offers Letter, the Offeror is making the Stock Unit Exit Offer for all the issued Stock Units other than those already owned, controlled or agreed to be acquired by the Offeror (the Offer Stock Units ), on the following basis: For each Offer Stock Unit: S$4.45 in cash (the Stock Unit Exit Offer Price ) The Offeror does not intend to revise the Stock Unit Exit Offer Price. The Stock Unit Exit Offer Price is based on the consideration under the Previous Stock Unit Offer of S$4.50 in cash for each Stock Unit but after adjusting the same downwards to take into account the interim tax-exempt (1-tier) dividend of S$0.05 per Stock Unit which was paid by the Company on 1 August 2013 to Stockholders on the Register of Members of the Company on 11 July 2013 ( 2013 Interim Dividend ). I-3

28 The Offer Stock Units will be acquired fully paid and free from all claims, charges, equities, mortgages, liens, pledges, encumbrances, rights of pre-emption and any other third party rights or interests of any nature whatsoever (collectively, Encumbrances ); and together with all rights, benefi ts and entitlements and advantages attached thereto as at the Joint Announcement Date and thereafter attaching thereto, including all voting rights and the right to receive and retain all dividends, rights and other distributions (if any) announced, declared, paid or made thereon by the Company, the Stock Units Record Date for which falls on or after the Joint Announcement Date. 3.2 Unconditional Exit Offers The Company had on 5 December 2013 submitted an application to the SGX-ST to seek the approval of the SGX-ST for the Delisting after the close of the Exit Offers and the EGM Waiver on the basis that the Offeror and the Undertaking Stockholders collectively own more than 90% of the total number of issued Stock Units and they will vote in favour of the Delisting Resolution if an EGM is convened by the Company to approve the Delisting. Accordingly, if an EGM is convened for the purposes of Rule 1307 of the Listing Manual, the Offeror and the Undertaking Shareholders will be able to unilaterally decide the outcome of the EGM regardless of the votes of the minority Stockholders. As such, the convening of an EGM will not prove to be of much benefi t to the minority Stockholders but would instead cause the Company to incur unnecessary compliance costs. The SGX-ST had on 3 January 2014 informed the Company that, based on the information provided by the Company to the SGX-ST, it has no objection to the Company s application for the Delisting and the EGM Waiver (collectively, the SGX Approval ). The SGX Approval is subject to the following conditions: (i) the Company making an immediate announcement that the EGM Waiver has been granted by the SGX-ST. The announcement must include: (a) (b) the reasons for the Company s application; and the conditions, if any, attached to the EGM Waiver; and (ii) submission of a written confirmation from the Company that the EGM Waiver does not contravene any laws and regulations governing the Company and the articles of association of the Company. The Company had on 6 January 2014 made an announcement in accordance with Section 3.2(i) of this letter. A copy of the announcement is available on the website of the SGX-ST at The Company had on 7 January 2014 submitted a written confi rmation to the SGX-ST in accordance with Section 3.2(ii) of this letter. Accordingly, all the aforementioned conditions have been fulfi lled and the Company is not required to convene an EGM to obtain approval from the Stockholders for the Delisting. The Exit Offers are not conditional upon a minimum number of acceptances being received by the Offeror. Accordingly, the Company will not be required to convene an EGM to seek Stockholders approval for the Delisting and the Company will be delisted from the Official List of the SGX-ST following the close of the Exit Offers, regardless of the level of acceptances of the Exit Offers. Further details of the SGX Approval are set out under Section 3.5 of the Circular. The SGX Approval is not an indication of the merits of the Delisting, the Exit Offers, the Company and/or its subsidiaries. The Exit Offers are unconditional in all respects. 3.3 Convertible Bonds Exit Offer Price The Offeror intends to make the Convertible Bonds Exit Offer for all the outstanding Convertible Bonds other than those already owned, controlled or agreed to be acquired by the Offeror (the Offer Convertible Bonds ) in accordance with Rule 19 of the Code. I-4

29 Subject to and conditional upon the Convertible Bonds continuing to be transferable and convertible into Conversion Stock Units, the consideration for the relevant principal amount of the Offer Convertible Bonds tendered in acceptance of the Convertible Bonds Exit Offer (the Convertible Bonds Exit Offer Price ) will, in accordance with Note 1(a) on Rule 19 of the Code, be the see-through price, which is equal to the Stock Unit Exit Offer Price multiplied by the number of Conversion Stock Units into which such principal amount of Offer Convertible Bonds may be converted (rounded down to the nearest Conversion Stock Unit). The Offeror does not intend to revise the Convertible Bonds Exit Offer Price. 3.4 Duration of the Exit Offers Shareholders should note that the Exit Offers Letter states that the Exit Offers will close at 5.30 p.m. (Singapore time) on 11 February 2014 or such later date(s) as may be announced from time to time by or on behalf of the Offeror. 4. RATIONALE FOR THE DELISTING AND THE EXIT OFFERS AND THE INTENTIONS OF THE OFFEROR AND UE RELATING TO THE COMPANY The full text of the rationale for the Delisting and the Exit Offers and the intentions of the Offeror and UE in relation to the Company are set out in Section 10 and Section 11 of the Exit Offers Letter. We wish to highlight the following: (i) (ii) Trading in the Stock Units and Convertible Bonds has been suspended since 30 May 2013 (the Trading Suspension ). As stated in the Previous Offers Document, the Offeror does not intend to preserve the listing status of the Company and has no intention to undertake or support any action for such Trading Suspension by the SGX-ST to be lifted. In view of the Trading Suspension and as the Offeror and its Concert Parties collectively own an aggregate of approximately 96.31% of the total number of issued Stock Units as at the Latest Practicable Date, it may be diffi cult for the remaining Stockholders to sell their remaining 3.69% of the issued Stock Units to third party investors. The Exit Offers present the Stockholders and Bondholders who fi nd it diffi cult to exit their investments in the Company as a result of the Trading Suspension with a further and convenient opportunity to liquidate and realise their investment in the Stock Units and the Convertible Bonds for cash, without incurring brokerage and other trading costs, before the Company is delisted from the SGX-ST. (iii) (iv) (v) (vi) (vii) The Offeror is of the view that the Delisting will provide the UE Group and the Company with greater control and management fl exibility in utilising and deploying the available resources of the WBL Group and facilitating the implementation of any strategic initiatives and/or operational changes of the WBL Group to achieve greater effi ciency and competitiveness. The Offeror is of the view that the Company is unlikely to require access to the equity capital markets in the foreseeable future to fi nance its operations. Accordingly, it is not necessary for the Company to maintain a listing on the SGX-ST. The Company incurs compliance and associated costs in maintaining its listed status. The Delisting will allow the Company to realise cost savings by eliminating listing, compliance and other related costs associated with ongoing compliance with the listing requirements under the Listing Manual and focus its resources on its business operations. The UE Group is presently undertaking a strategic review of the WBL Group s businesses together with the Board and WBL s management with a view to, inter alia, enhancing effi ciencies across the businesses of both the WBL Group and the UE Group by extracting synergies and improving operational effectiveness and reviewing costs structures. The UE Group also intends to explore opportunities to enhance value across WBL s diverse platform of businesses. In addition, as part of its on-going strategies, the UE Group may from time to time review investment and divestment opportunities as well as streamline its activities and business. The Offeror retains the fl exibility at any time to consider any options or opportunities in relation to the WBL Group which may present themselves. I-5

30 5. INFORMATION ON THE OFFEROR AND UE The information on the Offeror and UE is set out in Section 8 and Appendices 5 and 6 of the Exit Offers Letter. We wish to highlight the following: (i) (ii) (iii) The Offeror is a company incorporated in Singapore on 18 January 2013 and is a direct whollyowned subsidiary of UE. Its principal activities are those of an investment holding company. As at the Latest Practicable Date, the directors of the Offeror are Mr Chang Chew Kient and Mr Sonny Tan Kean Min. UE is a company incorporated in Singapore and is listed on the Main Board of the SGX-ST. The principal activities of UE include those of an investment holding company and property owner and the provision of management services to related companies. The UE Group is primarily engaged in the provision of integrated property services and the engineering and construction businesses. As at the Latest Practicable Date, UE has an issued and paid-up ordinary share capital of approximately S$814,122,328 comprising 624,376,246 issued stock units and an issued and paid-up preference share capital of S$875,000 comprising 875,000 issued cumulative preference shares and a market capitalisation of approximately S$1,136.4 million as at the Latest Practicable Date. As at the Latest Practicable Date, the directors of UE are Mr Tan Ngiap Joo, Mr Jackson Chevalier Yap Kit Siong, Mr Chew Leng Seng, Mr Norman Ip Ka Cheung, Mr Koh Beng Seng, Mr Koh Poh Tiong, Dr Michael Lim Chun Leng and Mr David Wong Cheong Fook. 6. INFORMATION ON THE COMPANY The information on the Company is set out in Appendix II to the Circular. We wish to highlight the following: (i) (ii) The Company is a leading multinational conglomerate incorporated in Singapore on 26 November 1912 and is listed on the Main Board of the SGX-ST. The principal activities of the Company are that of an investment holding company and the provision of management services to related companies. The key business areas of the WBL Group include the following: (a) (b) (c) Automotive Business The WBL Group s automotive division is a luxury automotive retailer and an importer, distributor and dealer for a range of premium passenger vehicles in the region, operating (as at the Latest Practicable Date) out of 28 sites in Singapore, Malaysia, Greater China, Thailand and Indonesia. The WBL Group specialises in the retailing and distribution of car brands such as Bentley, BMW, Bugatti, Infi niti, Jaguar, Land Rover, Mazda, McLaren, Renault, Volkswagen and Volvo. Property Business The Company has an interest in a number of property assets through its subsidiaries, associated companies and joint ventures. A signifi cant proportion of the property assets are held within the WBL Group s PRC property development arm, which has been engaged in property development, property management and property investment in the PRC since The WBL Group s property development activities are focused on high quality, high-end residential and commercial projects in Chengdu, Chongqing, Shanghai, Shenyang and Suzhou. Technology Business The WBL Group s technology division comprises two (2) key subsidiaries, Multi-Fineline Electronix, Inc ( MFLEX ) (57% effective interest) which is listed on the National Association of Securities Dealers Automated Quotations ( NASDAQ ) and MFS Technology Ltd ( MFS ) (77% stake) which is listed on the SGX-ST, both of which are primarily engaged in manufacturing fl exible printed circuits and providing integrated high technology content solutions and services to customers in the smartphone, automotive, medical, consumer electronics and industrial sectors. I-6

31 (d) Engineering, Manufacturing and Distribution ( EMD ) Business The WBL Group s EMD division consists of several companies that undertake different businesses including: (i) (ii) (iii) (iv) the provision of services in the precision engineering industry, specialising in aluminium die-casting and precision machining for the automotive and electronics industries; the distribution of bottled liquefi ed petroleum gas, replacement OEM spare parts for the automotive industry and laundry, boiler equipment and accessories, architectural ceiling and proactive fi re protection systems, wall panelling, cladding systems and other equipment for the construction, marine and hospitality industries; silica mining; and the provision of broadcasting, communications and information technology, security and surveillance services, as well as offering specialised equipment for a range of high-tech industries. 7. ASSESSMENT OF THE STOCK UNIT EXIT OFFER PRICE Methodologies For the purposes of assessing the Stock Unit Exit Offer Price, we have taken into consideration the following pertinent factors: (i) (ii) (iii) Sum-of-parts valuation of the WBL Group; Historical market price and trading activity of the Stock Units prior to the Trading Suspension; Comparison with recently completed successful privatisation and delisting exercises; (iv) Dividend track record of the Company ; (v) (vi) Price paid by the Offeror and the Concert Parties during the Previous Stock Unit Offer; and Other relevant considerations which have a bearing on our assessment. General bases and assumptions We have relied on the following general bases in our analysis: (i) (ii) As at the Latest Practicable Date, the Company has a total of 277,283,930 issued Stock Units and S$9,366,243 in principal amount of outstanding Convertible Bonds which, if converted, would give rise to 4,090,062 Stock Units. Save as aforementioned, the Company does not have any other outstanding share options or other convertible securities. The market prices and trading statistics of all securities and equity indices as well as foreign exchange rates used in this letter have been extracted from Bloomberg L.P. unless otherwise stated. I-7

32 Valuation ratios We have applied the following valuation ratios in our analysis: Valuation ratio General description EV/EBITDA : EV or enterprise value is the sum of a company s market capitalisation, preferred equity, minority interests, short and long term debt less its cash and cash equivalents. EBITDA stands for historical earnings before interest, tax, depreciation and amortisation expenses, inclusive of share of associates and joint ventures income and excluding exceptional items. The EV/EBITDA ratio illustrates the market value of a company s business relative to its historical pre-tax operating cashfl ow performance, without regard to the company s capital structure. P/E : P/E or price-to-earnings ratio illustrates the ratio of the market price of a company s shares relative to its earnings per share (excluding exceptional items). The P/E ratio is affected by, inter alia, the capital structure of a company, its tax position as well as its accounting policies relating to depreciation and intangible assets. P/NTA : NTA or net tangible asset is defi ned to exclude, where applicable, minority interests and goodwill. P/NTA or price-to-nta ratio illustrates the ratio of the market price of a company s shares relative to its historical NTA per share as recorded in its fi nancial statements. The NTA fi gure provides an estimate of the value of a company assuming the sale of all its tangible assets, the proceeds which are fi rst used to settle its liabilities and obligations with the balance available for distribution to its shareholders. Comparisons of companies using their NTAs are affected by differences in their respective accounting policies, in particular their depreciation and asset valuation policies. Where the value of a company s key assets are adjusted to their current market values, the NTA fi gure derived is referred to as its revalued NTA or RNTA. 7.1 Sum-of-Parts Valuation Analysis Given that the WBL Group is engaged in various distinct businesses, we consider it appropriate to value each of the WBL Group s businesses separately to arrive at an aggregate valuation of the WBL Group on a sum-of-parts basis. We have arrived at a range of valuation for the WBL Group rather than a single specifi c value as this will provide a more objective and meaningful measure of the value of the Stock Units taking into account inter alia general market fl uctuations and volatility. I-8

33 We set out below a summary of our sum-of-parts valuation analysis of the WBL Group. Lower Upper valuation valuation (S$ million) (S$ million) Valuation methodology Automotive Business (refer to Section of this letter) Relative valuation using comparable companies (1) Property Business (refer to Section of this letter) RNTA of revalued properties Technology Business (refer to Section of this letter) Market value of MFLEX and MFS EMD Business (refer to Section of this letter) Engineering Segment Relative valuation using comparable companies (1) Manufacturing Segment Relative valuation using comparable companies (1) Distribution Segment Relative valuation using comparable companies (1) Others (refer to Section of this letter) Various methodologies Corporate Services (2) (18.40) (18.40) Net book value Sum-of-parts valuation of the WBL Group 1, , Sum-of-parts valuation of each Stock Unit (S$) (3) Implied premium / (discount) of Stock Unit Exit Offer Price over / (to) sum-of-parts valuation of each Stock Unit (%) 0.9 (17.7) Notes: (1) The range of valuation for these business segments was determined using the appropriate mean and median P/E and EV/EBITDA ratios of the relevant comparable companies. (2) Corporate Services refers to other net tangible assets (adjusted for net evaluation surplus where applicable) and/or liabilities which cannot be directly attributed to any of the four (4) distinct businesses of the WBL Group less unallocated corporate expenses amounting to S$7.0 million, such fi gures as provided by the Company s management. The remaining corporate expenses amounting to S$4.5 million in aggregate have been allocated by the Company s management to each of the key business divisions. (3) Based on the fully diluted number of Stock Units of 281,373,992 Stock Units as at the Latest Practicable Date. We note that the Stock Unit Exit Offer Price falls within the range of the estimated sum-of-parts valuation of each Stock Unit. Stockholders should note that a discount may be applied on the sum-of-parts valuation due to, inter alia, the ability of investors to achieve investment diversifi cation more effectively and effi ciently on their own in an effi cient capital market by directly purchasing a portfolio of stocks of focused fi rms as compared to purchasing stocks of a holding company like the Company that invests in a range of diverse businesses. Such a discount can be attributable to the additional corporate expenses at the holding company as well as investors potential lack of control over the underlying assets and their reduced marketability. As the quantifi cation of the discount is highly subjective, we have not applied any such discount in arriving at the sum-of-parts valuation of the WBL Group. We have also not applied any control premium to the valuation or market prices of the various businesses within the WBL Group which a purchaser may potentially be prepared to pay in the event of a sale of any such business by the WBL Group as such control premium is subjective and depends on the purchaser s intentions with regard to the target business and the potential synergies that the purchaser can gain from acquiring the business. I-9

34 Based on the Company s unaudited consolidated fi nancial statements for the 12 months ended 30 September 2013 ( 12M2013 ), the WBL Group s unaudited consolidated NTA as at 30 September 2013 was approximately S$ million or approximately S$3.1 4 per Stock Unit. The Stock Unit Exit Offer Price is at a premium of approximately 41. 7% over the unaudited consolidated NTA per Stock Unit of the WBL Group as at 30 September Our valuation methodologies for each of the WBL Group s businesses are further set out from Section to Section of this letter. Stockholders should not rely on the sum-of-parts valuation estimates as the sole basis in assessing the Stock Unit Exit Offer Price in view of the limitations of the sum-of-parts valuation estimates and they should also consider the analyses in the other sections of this letter Automotive Business In our assessment of the valuation of the Automotive Business, we consider the valuation ratios of selected listed companies which are principally engaged in automotive distribution and which are, in our opinion, broadly comparable to the Automotive Business ( Comparable Auto Companies ). A summary profi le of the Comparable Auto Companies is set out below. Name of Comparable Auto Company Listing exchange Business activities Jardine Cycle & Carriage Limited SGX-ST Distributes, retails, and assembles motor vehicles, parts, and accessories. Also develops and invests in properties, and provides after-sales services. Holds an interest of approximately 50% in PT Astra International Tbk., a listed Indonesian conglomerate as well as other motor interest in Southeast Asia. PT Astra International Tbk. is the largest independent automotive group in Southeast Asia, with further interests in fi nancial services, heavy equipment and mining, agribusiness, infrastructure and logistics, and information technology. MBM Resources Berhad Bursa Malaysia Trades, markets, and distributes motor vehicles and related spare parts as well as provides hire purchase and lease fi nancing facilities in Malaysia. Also repairs motor vehicles. PT Indomobil Sukses Internasional Tbk. IDX Assembles, and distributes automobiles, buses, trucks, motorcycles, and their related parts. Also provides automotive maintenance, fi nancing, rental services and trades used cars. PT Tunas Ridean Tbk. IDX Operates automobile dealerships that sell new and used motor vehicles, spare parts and accessories as well as provide after-sales services in Indonesia. Also provides operating lease and consumer fi nancing services. Tan Chong Motor Holdings Berhad Bursa Malaysia Assembles and distributes motor vehicles, and manufactures and sells auto parts and accessories in Malaysia and Indo-China. Also distributes cosmetics, cellular phones, and industrial, agricultural and construction equipment, and provides auto insurance, car rental, travel, leasing, and fi nancing services as well as develops properties. Tan Chong International Limited Stock Exchange of Hong Kong Limited / GlobalQuote Distributes motor vehicles, machinery, and heavy commercial and industrial equipment in Singapore, Hong Kong and the PRC. Also invests in properties and provides hire purchase fi nancing and insurance agency services. Source: Bloomberg L.P. and annual reports of the respective companies I-10

35 The valuation statistics of the Comparable Auto Companies based on their last transacted share prices as at the Latest Practicable Date are set out below. Comparable Auto Company Listing exchange Market capitalisation (S$ million) EV/EBITDA (1) (times) P/E (2) (times) Jardine Cycle & Carriage Limited SGX-ST 12, MBM Resources Berhad Bursa Malaysia PT Indomobil Sukses Internasional Tbk. IDX 1, PT Tunas Ridean Tbk. IDX Tan Chong Motor Holdings Berhad Bursa Malaysia 1, Tan Chong International Limited Stock Exchange of Hong Kong Limited / GlobalQuote Mean Median Maximum Minimum Company (based on Stock Unit Exit Offer Price) Implied valuation of Automotive Business based on mean valuation ratio (S$ million) (3) Implied valuation of Automotive Business based on median valuation ratio (S$ million) (3) SGX-ST 1, n.m. (4) Source: Bloomberg L.P. and CIMB s computations Notes: (1) EV of the Comparable Auto Companies and the Company were derived using their market capitalisation as at the Latest Practicable Date (whereas the Company s market capitalisation was based on the Stock Unit Exit Offer Price) and the consolidated net debt and minority interest fi gures set out in their latest available results as at the Latest Practicable Date. EBITDA of the Comparable Auto Companies and the Company were based on the consolidated fi gures for the latest available 12-month period as at the Latest Practicable Date. (2) The P/E ratios of the Comparable Auto Companies and the Company were based on their respective consolidated earnings for the latest available 12-month period as at the Latest Practicable Date. (3) Net profi ts and EBITDA attributable to the WBL Group s Automotive Business, as provided by the Company s management, amounted to approximately S$14.6 million and S$29.4 million respectively and have been adjusted where relevant to take into account imputed rent in respect of the Automotive Properties (as defi ned in Section of this letter). As at 30 September 2013, the NTA of the WBL Group s Automotive Business (excluding the NTA of the Automotive Properties), as provided by the Company s management, was approximately S$55.0 million. In computing the implied valuation of the WBL Group s Automotive Business, the Automotive Properties are assumed to have been rented and are excluded from the valuation. The Automotive Properties have redevelopment potential and their realisable values are materially different from their respective book values. Please refer to Section of this letter for the separate valuation of the Automotive Properties. (4) n.m. denotes not meaningful. I-11

36 Based on the mean and median EV/EBITDA and P/E valuation ratios of the Comparable Auto Companies, the implied valuation of the WBL Group s Automotive Business is between approximately S$ million and S$ million. We wish to highlight that the Comparable Auto Companies are not exhaustive and they differ from the Automotive Business in terms of, inter alia, listing exchange, portfolio of brands and distributorship, market capitalisation, size of operations, clientele base, asset base, geographical spread and distribution network, track record, operating and fi nancial leverage, risk profi le, liquidity, accounting standards and policies, future prospects and other relevant criteria. Further, as some of these Comparable Auto Companies are not listed on the SGX-ST, their valuations are subject to different macroeconomic variables and market dynamics. As such, any comparison made is necessarily limited and merely serves only as an illustrative guide Property Business In connection with the Exit Offers, the Company has commissioned professional valuers to conduct independent valuations of the properties in its Property Business (the extracts of which are set out in Appendix V to the Circular). Taking into account the revaluation of such properties as well as the views of the management of the Company, the RNTA of the Property Business as at 30 September 2013 is set out below. Lower (S$ million) Upper (S$ million) Unaudited NTA as at 30 September Gross revaluation surplus on revalued properties (2) Less: Potential tax liabilities (1) (65.0) (70.0) Net revaluation surplus on revalued properties RNTA as at 30 September Notes: (1) The potential tax liabilities are computed by the professional valuers assuming the hypothetical sale of the revalued properties. (2) The revaluation surplus for the lower value is estimated by the management of the Company after ascribing specifi c discounts to the appraised values of certain property projects based on its view of the market conditions Technology Business In assessing the valuation of the Technology Business, we have considered the market values of the shares of MFLEX (the MFLEX Shares ) and the shares of MFS (the MFS Shares ) as transacted on the NASDAQ and on the SGX-ST respectively. We wish to highlight that a control premium may be imputed on the market valuation of MFLEX and MFS given the majority controlling interest in MFLEX and MFS held by the WBL Group. We have however not applied any control premium as the quantifi cation of such premium is highly subjective. We wish to also highlight that the market price of the MFLEX Shares and the MFS Shares are and will continue to be affected to varying extent by changes in inter alia market, economic, political, industry, monetary and other general macroeconomic conditions as well as companyspecifi c factors. Accordingly, the historical trading performance of the MFLEX Shares and the MFS Shares should not be relied upon as a promise of its future trading performance or future value. I-12

37 (i) Market price and trading activity of the MFLEX Shares The trend of the daily last transacted prices of the MFLEX Shares from 20 November 2012 (being the date falling 12 months prior to the Joint Announcement Date) to the Latest Practicable Date is set out below. Daily Last Transacted Prices of the MFLEX Shares (from 20 November 2012 to the Latest Practicable Date) MFLEX Share Price (US$) See Note 1 See Note 2 See Note 3 See Note 4 See Note 5 See Note 6 See Note Volume of MFLEX Shares Traded ('000) 9.00 See Note Nov Jan Mar May Jul Sep Nov-13 0 Source: Bloomberg L.P. Notes: (1) On 3 December 2012, MFLEX announced that it intended to fi le a shelf registration statement on Form S-3 with the U.S. Securities and Exchange Commission to register all the 14,817,052 shares of common stock held by the Company for resale. MFLEX did not register any primary shares to sell on its own behalf. MFLEX also announced that it had entered into a 10b5-1 plan providing for the repurchase of up to 200,000 MFLEX Shares in the aggregate on the open market. (2) On 14 January 2013, MFLEX announced its preliminary unaudited results for the fi rst quarter ended 31 December 2012 and expected net sales to be above its guidance range at approximately US$290 million and gross margin was expected to be approximately 8.5 percent, below its guidance range. (3) On 7 February 2013, MFLEX released its unaudited results for the three months ended 31 December 2012 and reported that MFLEX and its subsidiaries ( MFLEX Group ) recorded a net profi t of US$8.35 million compared to a net profi t of US$13.54 million for the three months ended 31 December MFLEX also announced that it expected net sales for the second quarter ending 31 March 2013 to be between US$180 million and US$200 million and gross margin to be slightly negative based on production build plans, projected sales volume and anticipated product mix. (4) On 25 April 2013, MFLEX announced its preliminary unaudited results for the second quarter ended 31 March 2013 and expected net sales to be approximately US$174 million, below its guidance range of US$180 million to US$200 million and gross margin was expected to be approximately negative 2.7 per cent.. (5) On 2 May 2013, MFLEX released its unaudited results for the six months ended 31 March 2013 and reported that the MFLEX Group recorded a net loss of US$15.53 million compared to a net profi t of US$25.65 million for the six months ended 31 March MFLEX also announced that it expected net sales for the third quarter ending 30 June 2013 to be between US$155 million and US$185 million and gross margin to be approximately breakeven based on production build plans, projected sales volume and anticipated product mix. (6) On 25 July 2013, MFLEX announced its preliminary unaudited results for the third quarter ended 30 June 2013 and expected net sales to be approximately US$136 million, below its guidance range of US$155 million to US$185 million and gross margin was expected to be approximately negative 3.1 per cent.. (7) On 8 August 2013, MFLEX released its unaudited results for the nine months ended 30 June 2013 and reported that the MFLEX Group recorded a net loss of US$47.06 million compared to a net profi t of US$29.47 million for the nine months ended 30 June MFLEX also announced that it expected net sales for the fourth quarter ending 30 September 2013 to be between US$195 million and US$215 million and gross margin to range between 1 to 3 per cent. based on production build plans, projected sales volume and anticipated product mix. I-13

38 (8) On 7 November 2013, MFLEX released its unaudited results for the fi nancial year ended 30 September 2013 and reported that the MFLEX Group recorded a net loss of US$65.53 million compared to a net profi t of US$29.49 million for the fi nancial year ended 30 September MFLEX also announced that it expected net sales for the fi rst quarter ending 31 December 2013 to be between US$190 million and US$220 million and breakeven gross margin based on production build plans, projected sales volume and anticipated product mix. The volume-weighted average price ( VWAP ), highest and lowest prices and average daily trading volume of the MFLEX Shares from 20 November 2012 (being the date falling 12 months prior to the Joint Announcement Date) to the Latest Practicable Date are set out below. Periods prior to Joint Announcement Date VWAP Highest price Lowest price Average daily trading volume (1) (US$) (US$) (US$) ( 000) Last 12 months Last 6 months Last 3 months Last 1 month Last transacted price on 19 November 2013, being the Joint Announcement Date From 4 October 2013 to the Latest Practicable Date (dates inclusive) Last transacted price on the Latest Practicable Date Source: Bloomberg L.P. and CIMB s computations Note: (1) The average daily trading volume of the MFLEX Shares is calculated based on the total volume of the MFLEX Shares traded during the period divided by the number of Market Days during that period. We note that between 4 October 2013 (being the date falling three (3) months prior to the Latest Practicable Date) and the Latest Practicable Date, the MFLEX Shares had traded between a low of US$ per MFLEX Share and a high of US$ per MFLEX Share with a VWAP of US$ per MFLEX Share. Over the same period, the MFLEX Shares were traded on all 63 Market Days, with average daily trading volume of approximately 34,000 MFLEX Shares. I-14

39 (ii) Market price and trading activity of the MFS Shares The trend of the daily last transacted prices of the MFS Shares from 20 November 2012 (being the date falling 12 months prior to the Joint Announcement Date) to the Latest Practicable Date is set out below. Daily Last Transacted Prices of the MFS Shares (from 20 November 2012 to the Latest Practicable Date) , MFS Share Price (S$) See Note 1 See Note 2 See Note 3 See Note 6 See Note 4 See Note 5 See Note 7 2,000 1,500 1,000 Volume of MFS Shares Traded ('000) Nov Jan Mar May Jul Sep Nov-13 0 Source: Bloomberg L.P. Notes: (1) On 5 February 2013, MFS released its unaudited results for the three months ended 31 December 2012 and reported that MFS and its subsidiaries ( MFS Group ) recorded a net profi t of S$1.11 million compared to a net profi t of S$0.25 million for the three months ended 31 December (2) On 26 April 2013, MFS announced that Great Wall Information Industry Co., Ltd ( Great Wall ) had put up for sale by tender ( First Tender ) their 35% interests in MFS s subsidiaries, namely MFS Technology (PCB) Co. Ltd ( MFSP ) and MFS Technology (Hunan) Co. Ltd ( HMFS ), on the Shanghai United Assets and Equity Exchange, with the minimum bidding price of RMB96.32 million for MFSP and RMB1 for HMFS. MFS had the fi rst right of purchase and was reviewing the tender. (3) On 7 May 2013, MFS released its unaudited results for the six months ended 31 March 2013 and reported that the MFS Group recorded a net profi t of S$2.48 million compared to a net profi t of S$1.32 million for the six months ended 31 March (4) On 26 June 2013, MFS announced that at the close of the First Tender, no application was received and Great Wall had on 27 May 2013 put up a second tender ( Second Tender ) on the Shanghai United Assets and Equity Exchange at the discounted prices of RMB86.69 million and RMB1 for MFSP and HMFS respectively. MFS, having considered the terms of the Second Tender, had decided to participate in the tender with the view of acquiring the remaining 35% interest in MFSP and HMFS. (5) On 17 July 2013, MFS announced that it had entered into a sale and purchase agreement with Great Wall in relation to the acquisition of the remaining 35% interest in MFSP and HMFS which it did not owned for an aggregate consideration of RMB86.69 million (approximately S$17.1 million) and RMB1 (approximately S$0.20) for MFSP and HMFS respectively. (6) On 6 August 2013, MFS released its unaudited results for the nine months ended 30 June 2013 and reported that the MFS Group recorded a net profi t of S$4.07 million compared to a net profi t of S$4.86 million for the nine months ended 30 June (7) On 12 November 2013, MFS released its unaudited results for the 12 months ended 30 September 2013 and reported that the MFS Group recorded a net profi t of S$5.13 million compared to a net profi t of S$4.67 million for the 12 months ended 30 September I-15

40 The VWAP, highest and lowest prices and average daily trading volume of the MFS Shares from 20 November 2012 (being the date falling 12 months prior to the Joint Announcement Date) to the Latest Practicable Date are set out below. Periods prior to Joint Announcement Date VWAP Highest price Lowest price Average daily trading volume (1) (S$) (S$) (S$) ( 000) Last 12 months Last 6 months Last 3 months Last 1 month Last transacted price on 15 November 2013, being the last Market Day on which the MFS Shares were traded prior to the Joint Announcement Date From 4 October 2013 to the Latest Practicable Date (dates inclusive) Last transacted price on the Latest Practicable Date Source: Bloomberg L.P. and CIMB s computations Note: (1) The average daily trading volume of the MFS Shares is calculated based on the total volume of the MFS Shares traded during the period divided by the number of Market Days during that period. We note that between 4 October 2013 (being the date falling three (3) months prior to the Latest Practicable Date) and the Latest Practicable Date, the MFS Shares had traded between a low of S$0.122 per MFS Share and a high of S$0.149 per MFS Share with a VWAP of S$0.132 per MFS Share. Over the same period, the MFS Shares were traded on 16 Market Days (or 25.0 per cent.) out of 64 Market Days, with average daily trading volume of approximately 14,000 MFS Shares. (iii) Implied valuation of the WBL Group s equity stakes in MFLEX and MFS Based on the highest and lowest market prices of the MFLEX Shares and the MFS Shares between 4 October 2013 (being the date falling three (3) months prior to the Latest Practicable Date) and the Latest Practicable Date, the implied valuation of the Company s 57 per cent. effective shareholding interest in MFLEX and 77 per cent. shareholding interest in MFS are as follows: Implied valuation (1) Based on lowest market price (S$ million) Based on highest market price (S$ million) WBL Group s equity stake in MFLEX (2) (2) WBL Group s equity stake in MFS Total Notes: (1) Based on the Company s 57 per cent. effective shareholding interest in MFLEX and 77 per cent. shareholding interest in MFS, the Company s effective share of the net asset value of MFLEX and MFS as at 30 September 2013 amounted to approximately S$ million in aggregate. The MFLEX Group had recorded a net loss of US$65.53 million for the fi nancial year ended 30 September 2013 and the MFS Group had recorded a net profi t of S$5.13 million for the 12 months ended 30 September (2) Based on the closing exchange rate of S$ to US$1.00 as at the Latest Practicable Date. I-16

41 7.1.4 EMD Business In our assessment of the valuation of the EMD Business, we consider the valuation ratios of selected listed companies on the SGX-ST which are principally engaged in the business of (i) system integration; (ii) manufacturing of electronic components and parts; and (iii) distribution of systems and equipment, which are in our opinion generally comparable to each of the three broad segments within the EMD Business ( Comparable EMD Companies ). The valuation statistics of the Comparable EMD Companies based on their last transacted share prices as at the Latest Practicable Date are set out below. (i) Engineering Segment Comparable EMD Company Market capitalisation (S$ million) EV/EBITDA (1) (times) P/E (2) (times) DMX Technologies Group Limited Nera Telecommunications Ltd Unified Communications Holdings Limited Telechoice International Limited Mean Median Maximum Minimum Implied valuation of Engineering Segment based on mean valuation ratio (S$ million) (3) Implied valuation of Engineering Segment based on median valuation ratio (S$ million) (3) Source: Bloomberg L.P. and CIMB s computations (ii) Manufacturing Segment Comparable EMD Company Market capitalisation (S$ million) EV/EBITDA (1) (times) P/E (2) (times) Amtek Engineering Ltd Broadway Industrial Group Limited Innovalues Limited Santak Holdings Limited Mean Median Maximum Minimum Implied valuation of Manufacturing Segment based on mean valuation ratio (S$ million) (4) Implied valuation of Manufacturing Segment based on median valuation ratio (S$ million) (4) Source: Bloomberg L.P. and CIMB s computations I-17

42 (iii) Distribution Segment Comparable EMD Company Market capitalisation (S$ million) EV/EBITDA (1) (times) P/E (2) (times) Casa Holdings Limited Hafary Holdings Limited Sin Ghee Huat Corporation Ltd Tye Soon Limited YHI International Limited Mean Median Maximum Minimum Implied valuation of Distribution Segment based on mean valuation ratio (S$ million) (5) Implied valuation of Distribution Segment based on median valuation ratio (S$ million) (5) Source: Bloomberg L.P. and CIMB s computations Notes: (1) EV of the Comparable EMD Companies were derived using their market capitalisation as at the Latest Practicable Date and the consolidated net debt and minority interest fi gures set out in their latest available results as at the Latest Practicable Date. EBITDA of the Comparable EMD Companies were based on the consolidated fi gures for the latest available 12-month period as at the Latest Practicable Date. (2) The P/E ratios of the Comparable EMD Companies were based on their respective consolidated earnings for the latest available 12-month period as at the Latest Practicable Date. (3) Net profi ts and EBITDA attributable to the engineering segment within the WBL Group s EMD Business, as provided by the Company s management, amounted to approximately S$0.3 million and S$1.7 million respectively. As at 30 September 2013, the NTA of the engineering segment within the WBL Group s EMD Business, as provided by the Company s management, was approximately S$40.0 million. In deriving the implied valuation of the engineering segment of the WBL Group s EMD Business, we have relied on the implied valuations based on the mean and median EV/EBITDA ratios only. (4) Net profi ts and EBITDA attributable to the manufacturing segment within the WBL Group s EMD Business, as provided by the Company s management, amounted to approximately S$4.9 million and S$8.9 million respectively. As at 30 September 2013, the NTA of the manufacturing segment within the WBL Group s EMD Business, as provided by the Company s management, was approximately S$54.7 million. (5) Net profi ts and EBITDA attributable to the distribution segment within the WBL Group s EMD Business (excluding the contributions of Pacifi c Silica (as defi ned in Section of this letter)), as provided by the Company s management, amounted to approximately S$5.9 million and S$7.1 million respectively. As at 30 September 2013, the NTA of the distribution segment (excluding Pacifi c Silica) within the WBL Group s EMD Business, as provided by the Company s management, was approximately S$17.3 million. Based on the appropriate mean and median P/E and EV/EBITDA ratios of the Comparable EMD Companies, the implied valuation of the WBL Group s EMD Business is between approximately S$ million and S$ million. We wish to highlight that the Comparable EMD Companies are not exhaustive and they differ from the EMD Business in terms of, inter alia, market capitalisation, size of operations, clientele base, asset base, geographical spread and distribution network, track record, operating and fi nancial leverage, risk profi le, liquidity, accounting standards and policies, future prospects and other relevant criteria. As such, any comparison made is necessarily limited and merely serves only as an illustrative guide. I-18

43 7.1.5 Others The Others segment comprises (a) the properties located at (i) 45 Leng Kee Road, Singapore , (ii) 249 Alexandra Road, Singapore and (iii) 5 and 7, Jalan Dua, Off Jalan Sungei Besi, 55200, Kuala Lumpur, Malaysia ( Automotive Properties ) which are being used for the WBL Group s Automotive Business; (b) Pacifi c Silica Pty Ltd ( Pacific Silica ); and (c) the WBL Group s shareholding interest in UE. A summary of the implied valuation for the various components comprised in the Others segment is set out below: Implied valuation Lower (S$ million) Upper (S$ million) Automotive Properties (refer to part (i) below) Pacifi c Silica (refer to part (ii) below) Shareholding interest in UE (refer to part (iii) below) Total (i) Automotive Properties In connection with the Exit Offers, the Company has commissioned professional valuers to conduct independent valuations of the Automotive Properties (the extracts of which are set out in Appendix V to the Circular). Taking into account the revaluation of such properties, the RNTA of the Automotive Properties as at 30 September 2013 as computed by the Company s management is set out below. Lower (S$ million) Upper (S$ million) Unaudited NTA as at 30 September 2013 (1) Gross revaluation surplus on revalued properties (3) (4) Less: Potential tax liabilities (2) (0. 87) (1.20) Net revaluation surplus on revalued properties RNTA as at 30 September Notes: (1) The unaudited NTA as at 30 September 2013 shown in the table above excludes certain other properties occupied by the Automotive Business of the WBL Group. The Company s management has confi rmed that to the best of their knowledge and belief, the realisable values of these other properties which have been excluded in the table above are not expected to be materially different from their respective book values. (2) The potential tax liabilities are computed by the Company s management assuming the hypothetical sale of the Automotive Properties. (3) Computed using the market value of the Automotive Properties on an existing use and condition basis. (4) Computed using the market value of the Automotive Properties on a redevelopment basis. (ii) Pacifi c Silica The WBL Group s mining operations are conducted through an Australian subsidiary of the Company, Pacifi c Silica, which carries out mining operations for high quality processed silica sands for commercial and industrial use. Based on information provided by the Company s management, Pacifi c Silica generated EBITDA and net profi ts in 12M2013 of approximately S$7.1 million and S$1.9 million respectively. We have valued the Company s 74 per cent. shareholding interest in Pacifi c Silica based on its unaudited net asset value as at 30 September 2013, which amounted to approximately S$31.95 million (as provided by the Company s management). I-19

44 We understand from the Company s management that it is the long-term plan of the WBL Group to redevelop the freehold land located at Ningi, Queensland, Australia ( Ningi Land ) upon which Pacific Silica currently mines for sand. However, such re-development of the Ningi Land can only commence upon the cessation of the existing mining operations and exhaustion of its resources. We further understand from the Company s management that as at the Latest Practicable Date, the WBL Group does not have any defi nitive master plan for the re-development and it is highly uncertain when such re-development may take place. As a result of the uncertainty surrounding when the re-development of the Ningi Land will happen under existing laws and regulations, no valuation report has been prepared to ascertain the value of the Ningi Land following any re-development. (iii) Shareholding interest in UE In assessing the valuation of the WBL Group s shareholding interest in UE, we have taken into consideration the market valuation of the shares of UE ( UE Shares ) on the SGX-ST. We note that between 4 October 2013 (being the date falling three (3) months prior to the Latest Practicable Date) and the Latest Practicable Date, the UE Shares had traded between a low of S$1.745 per UE Share and a high of S$1.920 per UE Share with a VWAP of S$1.834 per UE Share. Over the same period, the UE Shares were traded on 63 Market Days (or 98.4 per cent.) out of 64 Market Days, with average daily trading volume of approximately 412,000 UE Shares. Based on the highest and lowest market prices of UE Shares between 4 October 2013 and the Latest Practicable Date, the implied valuation of the Company s approximately 3.5 per cent. shareholding interest in UE ranges from approximately S$37.89 million to S$41.69 million. 7.2 Historical Market Price and Trading Activity of the Stock Units Prior to Trading Suspension On 26 November 2012 ( Possible STC Offer Date ), Standard Chartered Bank, for and on behalf of The Straits Trading Company Limited ( STC ), announced that upon satisfaction of certain conditions, STC intended to make a mandatory conditional offer for the Stock Units and the Convertible Bonds. We set out below the trend of the daily last transacted prices of the Stock Units from 27 November 2010 (being the Market Day falling two years prior to the Possible STC Offer Date) to 29 May 2013 (being the last Market Day prior to the Trading Suspension Date). Daily Last Transacted Prices of the Stock Units (from 27 November 2010 to 30 May 2013) Stock Unit Exit Offer Price Possible STC Offer Date See Note 12 See Note 13 See Note 15 See Note 21 See Note 20 See Note 18 3,000 2,500 Stock Unit Price (S$) See Note 1 See Note 2 See Note 4 See Note 5 See Note 6 See Note 7 See Note 11 See Note 10 See Note 9 See Note 8 See Note 14 See Note 16 See Note 17 See Note 19 2,000 1,500 1,000 Volume of Stock Units Traded ('000) See Note Nov Mar Jul Nov Mar Jul Nov Mar-13 0 Source: Bloomberg L.P. I-20

45 Notes: (1) On 14 February 2011, the Company released its unaudited results for the three months ended 31 December 2010 and reported that the WBL Group recorded a net profi t of S$29.63 million compared to a net profi t of S$36.82 million for the three months ended 31 December (2) On 13 May 2011, the Company released its unaudited results for the six months ended 31 March 2011 and reported that the WBL Group recorded a net profi t of S$55.78 million compared to a net profi t of S$58.90 million for the six months ended 31 March (3) On 12 August 2011, the Company released its unaudited results for the nine months ended 30 June 2012 and reported that the WBL Group recorded a net profi t of S$94.76 million compared to a net profi t of S$96.76 million for the nine months ended 30 June (4) On 19 October 2011, the Company announced that it had forged a strategic partnership with Samsung China Investment Co., Ltd. for the WBL Group s property development projects in the PRC. (5) On 11 November 2011, the Company released its unaudited results for the fi nancial year ended 30 September 2011 and reported that the WBL Group recorded a net profi t of S$ million compared to a net profi t of S$ million for the fi nancial year ended 30 September (6) On 11 February 2012, the Company released its unaudited results for the three months ended 31 December 2011 and reported that the WBL Group recorded a net profi t of S$31.34 million compared to a net profi t of S$31.80 million for the three months ended 31 December (7) On 10 May 2012, the Company released its unaudited results for the six months ended 31 March 2012 and reported that the WBL Group recorded a net profi t of S$59.07 million compared to a net profi t of S$59.60 million for the six months ended 31 March (8) On 14 August 2012, the Company released its unaudited results for the nine months ended 30 June 2012 and reported that the WBL Group recorded a net profi t of S$76.26 million compared to a net profi t of S$95.60 million for the nine months ended 30 June (9) On 14 November 2012, the Company released its unaudited results for the fi nancial year ended 30 September 2012 and reported that the WBL Group recorded a net profi t of S$92.55 million compared to a net profi t of S$ million for the fi nancial year ended 30 September (10) On 26 November 2012, the possible STC Offer was announced. (11) On 16 January 2013, STC s fi rm intention to make the STC Offer was announced. (12) On 30 January 2013, the possible Previous Stock Unit Offer was announced. (13) On 1 March 2013, it was announced that STC had decided not to extend the STC Offer and the STC Offer had lapsed. (14) On 11 March 2013, the Company released its unaudited results for the three months ended 31 December 2012 and reported that the WBL Group recorded a net profi t of S$10.80 million compared to a net profi t of S$31.34 million for the three months ended 31 December (15) On 12 March 2013, UE s fi rm intention to make the Previous Stock Unit Offer was announced. (16) On 26 April 2013, the Company announced that the WBL Group expected to incur a net loss for the second quarter ended 31 March (17) On 8 May 2013, the Company released its unaudited results for the six months ended 31 March 2013 and reported that the WBL Group recorded a net loss of S$13.88 million compared to a net profi t of S$59.07 million for the six months ended 31 March (18) On 9 May 2013, the Offeror revised the offer price under the Previous Stock Unit Offer to S$4.50 in cash for each Stock Unit. (19) On 13 May 2013, the Previous Stock Unit Offer was declared unconditional in all respects. (20) On 17 May 2013, it was announced that the Offeror had received valid acceptances pursuant to the Previous Stock Unit Offer that brought the Stock Units owned by it and its concert parties to above 90% of the total number of issued Stock Units (excluding Stock Units held in treasury) and that the SGX-ST might suspend the trading of the Stock Units and the Convertible Bonds. (21) On 30 May 2013, the Company announced the close of the Previous Stock Unit Offer and that trading in the Stock Units and Convertible Bonds would be suspended with effect from 9.00 a.m. (Singapore time) on 30 May 2013 pursuant to Rules 724, 1105 and 1303(1) of the Listing Manual. I-21

46 The VWAP, highest and lowest price and average daily trading volume of the Stock Units from 27 November 2010 (being the Market Day two (2) years prior to the Possible STC Offer Date) to 29 May 2013 (being the last Market Day prior to the Trading Suspension Date) are set out below. Periods prior to the Possible STC Offer Date Premium of Stock Unit VWAP Exit Offer Price over VWAP Highest price Lowest price Average daily trading volume (1) (S$) (%) (S$) (S$) ( 000) Last 2 years Last 1 year Last 6 months Last 3 months Last 1 month Last transacted price on 26 November 2012, being the Possible STC Offer Date After the Possible STC Offer Date Between Possible STC Offer Date and last Market Day prior to the Trading Suspension Date (from 27 November 2012 to 29 May 2013) Last transacted price on the last Market Day prior to the Trading Suspension Date (being 29 May 2013) (2) Source: Bloomberg L.P. and CIMB s computations Notes: (1) The average daily trading volume of the Stock Units is calculated based on the total volume of Stock Units traded during the period divided by the number of Market Days during that period. (2) Trading in the Stock Units was suspended with effect from 9.00 a.m. on 30 May 2013 and remained suspended as at the Latest Practicable Date. We note the following: (i) (ii) (iii) (iv) Over the 2-year period prior to the Possible STC Offer Date, the Stock Units had traded between a low of S$2.75 per Stock Unit and a high of S$4.33 per Stock Unit. During this period, the Stock Units had not traded at or above the Stock Unit Exit Offer Price. Over the 2-year period prior to the Possible STC Offer Date, the Stock Units were traded on 376 Market Days (or 72.2 per cent.) out of 521 Market Days. The average daily trading volume of the Stock Units over this period was approximately 35,000 Stock Units. Over a longer historical period, the Stock Unit Exit Offer Price represents a bigger premium of approximately 43.1 per cent. and 42.0 per cent. over the VWAP during the 1-year period and 2-year period prior to the Possible STC Offer Date, respectively. Over a more recent historical period, the Stock Unit Exit Offer Price represents a smaller premium of approximately 26.2 per cent., 24.3 per cent. and 27.7 per cent. over the VWAP during the 1-month period, 3-month period and 6-month period prior to the Possible STC Offer Date, respectively. I-22

47 (v) (vi) During the period from the Possible STC Offer Date to 29 May 2013 (being the last Market Day prior to the Trading Suspension Date), the Stock Units had traded between a low of S$3.64 per Stock Unit to S$4.73 per Stock Unit, with an average daily trading volume of approximately 149,000 Stock Units. The Stock Unit Exit Offer Price represents a premium of approximately 3.2 per cent. over the VWAP over the same period. The Stock Unit Exit Offer Price is equivalent to the last transacted price of the Stock Units of S$4.45 prior to the Trading Suspension Date. Stockholders should note that the past trading performance of the Stock Units should not be relied upon as a promise of its future trading performance. 7.3 Comparison with Recently Completed Successful Privatisation and Delisting Exercises We note that it is the intention of the Offeror to privatise the Company and delist the Company from the Offi cial List of the SGX-ST. In assessing the Stock Unit Exit Offer Price, we have compared the valuation statistics implied in the Stock Unit Exit Offer Price vis-à-vis those in recent successful privatisation and delisting of companies listed on the SGX-ST. The successful takeovers of companies listed on the SGX-ST as set out below generally falls into the categories of (i) privatisation transactions whether by way of scheme of arrangement under Section 210 of the Act or general offer under the Code, where the offeror succeeded in acquiring the entire share capital of the target company, leading to the eventual delisting of the target company from the Offi cial List of the SGX-ST ( Successful Privatisation Transactions ); and (ii) delisting offers under Rule 1307 of the Listing Manual where the primary intention of the offeror is to delist the target company from the Offi cial List of the SGX-ST regardless of whether the Offeror succeeds in acquiring the entire issued share capital of the target ( Successful Delisting Offers ). We wish to highlight that the list of companies set out under the Successful Privatisation Transactions and Successful Delisting Offers are not directly comparable to the Company in terms of size, market capitalisation, business activities, accounting policy, future prospects and other relevant criteria. Each transaction must be judged on its own commercial and fi nancial merits. The premium that any offeror is prepared to pay in order to privatise a listed company depends on various factors such as the offeror s intention with regard to the target company, the rationale of the offer, the potential synergy that the offeror can gain from acquiring the target company, the presence of competing bids for the target company, prevailing market conditions, attractiveness and profi le of the target company s underlying business and assets, size of consideration, existing level of control in the target company, as well as general economic and business risks. Therefore, any comparison of the Stock Unit Exit Offer with the Successful Privatisation Transactions and the Successful Delisting Offers is for illustrative purposes. Conclusions drawn from the comparisons made may not necessarily refl ect any perceived market valuation for the Company. I-23

48 7.3.1 Successful Privatisation Transactions A summary of the relevant fi nancial terms of the Successful Privatisation Transactions is set out below. Date of announcement Last transacted price prior to announcement Premium of offer price over 1-month 3-month VWAP prior to VWAP prior to announcement announcement P/NTA (%) (%) (%) (times) China Healthcare Limited 5-Mar Meiban Group Ltd 15-Mar Adampak Limited 2-Apr Juken Technology Limited (1) 16-May Brothers (Holdings) Limited 30-May Hersing Corporation Ltd 8-Aug Asia Pacific Breweries Limited (2) 18-Aug n.a. (7) Sakari Resources Limited 27-Aug n.a. (7) Luye Pharma Group Ltd. (3) 28-Aug Kian Ann Engineering Ltd (4) 15-Oct Harry s Holding Ltd. 10-Nov China Farm Equipment Limited 3-Dec SC Global Developments Ltd 5-Dec Kinergy Ltd 14-Dec Rokko Holdings Ltd. 17-Dec PCA Technology Limited 1-Feb Tsit Wing International Holdings 11-Jun Limited Guthrie GTS Limited 21-Jun Food Junction Holdings Limited 24-Jun Viz Brand Limited (5) 5- Jul Berger International Limited (6) 21-Aug People s Food Holdings Limited 19-Oct High Low Mean Median Company (based on Stock Unit 19-Nov Exit Offer Price) (8) Source: SGXNET announcements and circulars to shareholders in relation to the Successful Privatisation Transactions and CIMB s computations Notes: (1) On 14 September 2011, Juken Technology Limited ( Juken ) and Frencken Group Limited ( Frencken ) jointly announced that they had entered into an indicative term sheet relating to the proposed acquisition by Frencken of all issued and paid up ordinary shares (excluding treasury shares) in the capital of Juken by way of scheme of arrangement. Frencken announced a pre-conditional voluntary conditional offer on 16 May 2012 and a voluntary conditional offer on 23 August 2012 for Juken ( Juken Offer ). The market premia in the table above were computed based on prices prior to the joint announcement by Juken and Frencken on 14 September 2011 and the cash consideration offered under the Juken Offer. I-24

49 (2) On 16 July 2012, Overseas-Chinese Banking Corporation Limited ( OCBC ) and Great Eastern Holdings Limited ( GEH ) jointly announced that they had been approached with an offer to purchase, inter alia, their combined stakes in Asia-Pacifi c Breweries Limited ( APB ) and they were having discussions on this. Heineken International B.V. announced a pre-conditional mandatory cash offer on 18 August 2012 and a mandatory unconditional cash offer on 15 November 2012 for APB. The market premia in the table above were computed based on prices prior to the joint announcement by OCBC and GEH on 16 July (3) On 28 August 2012, a voluntary unconditional cash offer ( Luye Offer ) was made by Luye Pharmaceutical Investment Co., Ltd. ( Luye Investment ) for Luye Pharma Group Ltd. ( Luye Pharma ). The market premia in the table above, as extracted from the relevant circular, were computed based on prices prior to 30 July 2012, being the last full Market Day on which the shares in Luye Pharma were traded on the SGX-ST prior to the date of announcement of the Luye Offer. (4) On 17 August 2012, Kian Ann Engineering Ltd ( Kian Ann ) announced that it had been approached by a party in relation to a possible transaction involving the shares of Kian Ann. On 15 October 2012, Kian Ann and Invicta Asian Holdings Pte. Ltd. ( Invicta ) jointly announced the proposed acquisition by Invicta of all the issued and paid-up ordinary shares in the capital of Kian Ann by way of a scheme of arrangement in accordance with Section 210 of the Act ( Kian Ann Scheme ). The market premia in the table above were computed based on prices prior to the holding announcement on 17 August (5) On 5 July 2013, a mandatory unconditional cash offer was made by Pluto Rising Pte. Ltd. for Viz Brand Limited at S$0.78 for each share. On 1 August 2013, the offer price was revised to S$0.815 per share. The computations in the table above, as extracted from the relevant circular, were computed based on the revised offer price and market prices prior to the fi rst announcement on 5 July (6) As at the Latest Practicable Date, Berger International Limited ( Berger ) has not been formally delisted from the SGX-ST. The SGX-ST has on 24 October 2013 granted in-principle approval for, inter alia, the delisting of Berger from the Offi cial List of the SGX-ST. (7) n.a. denotes not available. (8) The market premia implied by the Stock Unit Exit Offer Price set out in the table above were computed based on prices prior to the Possible STC Offer Date. The Offeror is making the Stock Unit Exit Offer at a premium of approximately 27.5 per cent., 26.2 per cent. and 24.3 per cent. over the last transacted price, 1-month VWAP and 3-month VWAP prior to the Possible STC Offer Date respectively. The market price premia implied in the Stock Unit Exit Offer Price is within the range but below the mean and median premia implied in the Successful Privatisation Transactions. The P/NTA ratio implied in the Stock Unit Exit Offer Price is in line with the mean and median P/NTA ratios of the Successful Privatisation Transactions. I-25

50 7.3.2 Successful Delisting Offers A summary of the relevant fi nancial terms of the Successful Delisting Offers is set out below. Date of announcement Premium / (Discount) of offer price over / (to) 1-month 3-month VWAP prior to VWAP prior to announcement announcement P/NTA (%) (%) (%) (times) Last transacted price prior to announcement Cerebos Pacific Limited 1-Aug Gul Technologies Singapore Ltd 13-Sept Synear Food Holding Limited 15-Oct Hup Soon Global Corporation Limited (1) 8-Feb (3.0) Pan Pacific Hotels Group Limited 10-May Armstrong Industrial Corporation Limited ( 2) 5-Jul Pertama Holdings Limited ( 3) 8-Jul Superior Multi-Packaging Limited ( 4) 6-Sept Consciencefood Holding Limited ( 5) 28-Sept Medi-Flex Limited ( 6) 11-Oct High Low 0.0 (3.0) Mean Median Company (based on Stock Unit Exit 19-Nov Offer Price) ( 7) Source: SGXNET announcements and circulars to shareholders in relation to the Successful Delisting Offers and CIMB s computations Notes: (1) On 26 July 2012, Spei Holdings Private Limited announced a mandatory unconditional cash offer for Hup Soon Global Corporation Limited ( Hup Soon ) at S$0.10 per share and subsequently on 8 February 2013, a delisting exit offer was announced. The market price premia in the table above, as extracted from the relevant circular, were computed based on prices prior to the mandatory unconditional cash offer announcement on 26 July ( 2) On 20 June 2013, Armstrong Industrial Corporation Limited ( Armstrong ) announced that it had received a nonbinding indicative proposal from a consortium involving the major shareholder of Armstrong that may result in the delisting of Armstrong. On 5 July 2013, a delisting exit offer was made by AGP Asia Holding Pte. Ltd. ( AGP ) for Armstrong. The market premia in the table above, as extracted from the relevant circular, were computed based on prices prior to the holding announcement on 20 June ( 3) On 27 January 2012, trading of the issued ordinary shares in the capital of Pertama Holdings Limtied ( Pertama ) on the SGX-ST were suspended pursuant to the SGX-ST s directive under Rule 724(2) of the Listing Manual as less than 10% of the shares were held in public hands. On 31 May 2013, Harvey Norman Singapore Pte Ltd ( HNS ) received a notifi cation from the SGX-ST stating that the SGX-ST is directing the delisting of Pertama pursuant to Rule 1305 of the Listing Manual. On 8 July 2013, a delisting exit offer was made by HNS for Pertama. The market price premia in the table above, as extracted from the relevant circular, were computed based on prices prior to the date of suspension of Pertama s shares on 27 January As at the Latest Practicable Date, Pertama has not been formally delisted from the SGX-ST. The delisting exit offer for Pertama had closed on 19 November 2013 and HNS will in due course exercise its right under Section 215(1) of the Act to compulsorily acquire the remaining shares in Pertama not held by it. ( 4) On 5 July 2013, trading of the issued ordinary shares in the capital of Superior Multi-Packaging Limited ( SMPL ) on the SGX-ST were suspended as the number of shares held in public hands had fallen below 10%. On 6 September 2013, a delisting exit offer was made for SMPL. The market price premia in the table above, as extracted from the relevant circular, were computed based on prices prior to the date of suspension of SMPL s shares on 5 July I-26

51 ( 5) As at the Latest Practicable Date, Consciencefood Holding Limited ( Consciencefood ) has not been formally delisted from the SGX-ST. The delisting exit offer for Consciencefood had closed on 12 December 2013 and Baltic Group Capital Limited will in due course exercise its right under Section 215(1) of the Act to compulsorily acquire the remaining shares in Consciencefood not held by it. ( 6) As at the Latest Practicable Date, Medi-Flex Limited ( Medi-Flex ) has not been formally delisted from the SGX-ST. Medi-Flex will be delisted from the SGX-ST following the close of the delisting exit offer for Medi-Flex by Top Glove Sdn. Bhd.. ( 7) The market premia implied by the Stock Unit Exit Offer Price set out in the table above were computed based on prices prior to the Possible STC Offer Date. The market price premia implied in the Stock Unit Exit Offer Price are above the corresponding mean and median premia implied in the Successful Delisting Offers. 7.4 Dividend Track Record of the Company and Dividend Yield of the STI ETF For the purpose of assessing the Stock Unit Exit Offer Price, we have considered the dividend track record of the Company and the dividend yield for the SPDR Straits Times Index ETF ( STI ETF ). The STI ETF is an exchange-traded fund that is designed to track the performance of the Straits Times Index. (i) Company The dividend track record of the Company is as follows: Financial year ended 30 September Net dividend per Stock Unit (S$) Net dividend payout (1) (%) Implied net dividend yield (2) (%) Source: CIMB s computations Notes: (1) Based on the net dividend per Stock Unit divided by the consolidated basic earnings per Stock Unit as reported in the Company s annual reports for the respective fi nancial years. The earnings per Stock Unit used for the purpose of the computation above have not been adjusted for the changes in the WBL Group s accounting policies nor any exceptional one-off items over the years. (2) Based on the net dividend per Stock Unit divided by the Stock Unit Exit Offer Price. We note that the Company has been consistently paying dividends in the last three (3) fi nancial years. The Directors have confi rmed to us that the Company does not have a fi xed rate of dividend payments nor dividend payout ratio. As such, the quantum of dividends paid by the Company in any period would depend on various factors including but not limited to the fi nancial performance of the WBL Group, its working capital and capital expenditure needs as well as other considerations. (ii) STI ETF For illustrative purposes only, the dividend yields of the STI ETF for its last three (3) fi nancial years are as follows: Financial year ended 30 June Implied dividend yield (%) Source: Bloomberg L.P. and CIMB s computations I-27

52 Based on the above, we note that the net dividend yield of the Stock Units as implied by the Stock Unit Exit Offer Price is lower than the implied dividend yields of the STI ETF for the last three (3) fi nancial years. This suggests that a Stockholder who accepts the Stock Unit Exit Offer may potentially experience an increase in investment income if he re-invests the proceeds in the STI ETF. This is on the assumption that the STI ETF maintains its dividend yield at the same level as that in its last three (3) fi nancial years. We wish to highlight that the above dividend analysis serves only as an illustrative guide and is not an indication of the Company s future dividend policy nor that of the STI ETF. Furthermore, an investment in the STI ETF also presents different risk-return profi les compared to an investment in the Stock Units. Moreover, there is no assurance that the Company or the STI ETF will continue to pay or not to pay any dividends in the future and/or maintain the level of dividends paid in past periods. 7.5 Price paid by the Offeror and its Concert Parties during the Previous Stock Unit Offer The Stock Unit Exit Offer Price is S$0.05 or approximately 1.1% below the consideration of S$4.50 in cash for each Stock Unit under Previous Stock Unit Offer and was based on such offer price but after adjusting downwards to take into account the 2013 Interim Dividend. The number of Stock Units acquired and the price paid by the Offeror and its Concert Parties during the Previous Stock Unit Offer is set out below. Date of acquisition Description Number of Stock Units acquired Percentage of total Stock Units (%) Consideration paid per Stock Unit 12 March 2013 Conversion of an aggregate of S$12,804,133 in principal amount of Convertible Bonds 5,591, S$2.29 Between 22 April 2013 to 13 May 2013 Open market purchases 2,168, S$4.12 to S$ May 2013 Issue of shares to the Company s nonexecutive directors as payment in part of their respective directors fees 16, (1) 29 May 2013 Acceptances received by the Offeror as at the close of the Previous Stock Unit Offer (2) 155,219, S$4.50 Total 162,995, Source: SGXNET announcements Notes: (1) Based on the SGXNET announcements dated 17 May 2013, the shares were issued to the Company s non-executive directors pursuant to Article 139A of the Articles of Association of the Company, as bonus shares for which no consideration was payable by the allottees to the Company as payment in part of the non-executive directors fees for the fi nancial year ended 30 September 2012, such shares on issue being converted into Stock Units and treated as fully-paid. (2) These acceptances have been adjusted to exclude 35,655 Stock Units tendered by the Concert Parties in acceptance of the Previous Stock Unit Offer. In the Previous Stock Unit Offer, at an offer price of S$4.50 per Stock Unit, the Offeror and its Concert Parties were able to obtain super majority control of the Company and successfully increased its aggregate interest from 104,050,288 Stock Units representing approximately per cent. of the total issued Stock Units to 267,045,350 Stock Units representing approximately per cent. of the total issued Stock Units, resulting in a suspension in trading of the Stock Units due to a loss of free fl oat. I-28

53 8. OTHER CONSIDERATIONS 8.1 Trading Suspension Trading in the Stock Units has been suspended since 30 May 2013 and remains suspended as at the Latest Practicable Date. The Offeror has stated that it does not intend to preserve the listing status of the Company and has no intention to undertake or support any action for any trading suspension by the SGX-ST to be lifted. It is not in the interests of the Stockholders who hold the remaining 3.69 per cent. of the total number of issued Stock Units and who wish to trade their Stock Units to continue holding such Stock Units when trading of which has been suspended. 8.2 Imminent Delisting The SGX-ST has in its letter dated 3 January 2014 stated that it has no objection to the Company s application for the Delisting and the EGM Waiver, subject to certain conditions, all of which have been fulfi lled as at the date of this letter. As such, it is certain that the Company will be delisted from the Official List of the SGX-ST following the close of the Exit Offers, regardless of the level of acceptances of the Exit Offers. Stockholders and Bondholders who do not accept the Exit Offers should note the following implications or consequences of the Delisting: (i) (ii) (iii) (iv) Securities of unquoted companies are generally valued at a discount to the securities of comparable listed companies as a result of lack of marketability. It is likely to be diffi cult for Stockholders to sell their Stock Units and for Bondholders to sell their Convertible Bonds in the absence of a public market for the Stock Units and the Convertible Bonds as there is no arrangement for such Stockholders and Bondholders to exit. Even if Stockholders and Bondholders were able to sell their Stock Units and/or Convertible Bonds, they may receive a lower price compared with the Stock Unit Exit Offer Price and the Convertible Bonds Exit Offer Price respectively. Following the Delisting, the Company will no longer be obliged to comply with the requirements of the SGX-ST and Stockholders and Bondholders will no longer enjoy the same level of corporate governance, protection, transparency and accountability afforded and imposed on the Company by the Listing Manual (including the requirement to have independent directors). Following the Delisting, there is no assurance that the Company will continue to pay any dividends in the future and/or maintain the level of dividends paid in past periods. 8.3 No Compulsory Acquisition Pursuant to Section 215(1) of the Act, if the Offeror receives valid acceptances pursuant to the Stock Unit Exit Offer (or otherwise acquires Stock Units during the period when the Stock Unit Exit Offer is open for acceptance) in respect of not less than 90 per cent. of the total number of issued Stock Units (other than those already held by the Offeror, its related corporations or their respective nominees as at the date of the Stock Unit Exit Offer and Stock Units held in treasury), the Offeror would have the right to compulsorily acquire all the Stock Units of Stockholders who have not accepted the Stock Unit Exit Offer (the Dissenting Stockholders ) at a price equal to the Stock Unit Exit Offer Price. Dissenting Stockholders have the right under and subject to Section 215(3) of the Act, to require the Offeror to acquire their Stock Units in the event that the Offeror, its related corporations or their respective nominees acquire, pursuant to the Stock Unit Exit Offer, such number of Stock Units which, together with the Stock Units held by the Offeror, its related corporations or their respective nominees, comprise 90 per cent. or more of the total number of issued Stock Units (excluding Stock Units held in treasury). I-29

54 According to the Exit Offers Letter, as the Non-Accepting Undertaking Stockholders have undertaken pursuant to their Irrevocable Undertakings that they will not be accepting the Stock Unit Exit Offer in respect of their Non-Accepting Undertaken Stock Units, which represent approximately 31.89% of the total number of issued Stock Units, the Offeror would not become entitled to exercise the right of compulsory acquisition under Section 215(1) of the Act to compulsorily acquire all the Stock Units of the Dissenting Stockholders. In addition, the Dissenting Stockholders would not become entitled to exercise their rights under Section 215(3) of the Act to require the Offeror to acquire their Stock Units. Accordingly, Stockholders who do not accept the Stock Unit Exit Offer will, after the close of the Stock Unit Exit Offer, hold Stock Units in an unlisted company. 8.4 Offeror s and UE s Plans for the Company In the Exit Offers Letter, the Offeror had stated that the UE Group is presently undertaking a strategic review of the WBL Group s businesses together with the Board and management of the Company with a view to, inter alia, enhancing effi ciencies across the businesses of both the WBL Group and the UE Group by extracting synergies and improving operational effectiveness and reviewing costs structures. The UE Group also intends to explore opportunities to enhance value across the Company s diverse platform of businesses. In addition, as part of its on-going strategies, the UE Group may from time to time review investment and divestment opportunities as well as streamline its activities and business. We wish to highlight that the Offeror has not disclosed any specifi c plan or opportunities. There is no certainty on the plan or opportunities relating to the WBL Group which may become available to the Offeror, whether they can be successfully implemented and how they are to be implemented. Accordingly, the resultant fi nancial impact or potential valuation enhancement (if any) on the WBL Group cannot be ascertained at this juncture. As at the Latest Practicable Date, the Offeror and its Concert Parties have obtained super majority control of the Company which entitles the Offeror to determine, inter alia, the fi nancial and operating policies of the WBL Group as well as its capital structure, management and strategy. In addition, the Offeror and its Concert Parties also have the ability to pass all resolutions on matters in which the Offeror and its Concert Parties do not have an interest at general meetings of Stockholders. 8.5 Limitation on Further Purchases of Stock Units by the Offeror As the Exit Offers are unconditional, Stockholders and Bondholders should note that under Rule 33.2 of the Code, except with the consent of the SIC, neither the Offeror nor any person acting in concert with it may, within six (6) months of the Closing Date, make a second offer to, or acquire any Stock Units from, any Stockholder on terms better than those made available under the Stock Unit Exit Offer. 8.6 No Material Contingent Liabilities The management of the Company has confi rmed to us that as at the Latest Practicable Date, they are not aware of any material contingent liabilities of the WBL Group. 8.7 No Revision of Exit Offers or Alternative Takeover Offer We wish to highlight that the Offeror has stated that in the Exit Offer Letters that it does not intend to revise the terms of the Exit Offers. In addition, as at the Latest Practicable Date, there is no publicly available evidence of an alternative takeover offer for the Stock Units. We believe that the possibility of an alternative takeover offer is highly remote because the Offeror, which together with its Concert Parties, collectively own an aggregate of approximately per cent. of the total number of issued Stock Units as at the Latest Practicable Date. Accordingly, the Stock Unit Exit Offer is the only offer for the Stock Units under consideration. I-30

55 8.8 Financial Performance of the WBL Group A summary of the consolidated profi t and loss statements of the WBL Group for the fi nancial year ended 30 September 2011 ( FY2011 ), the fi nancial year ended 30 September 2012 ( FY2012 ) and 12M2013 is set out below. The following summary should be read together with the annual reports of the Company in respect of the relevant fi nancial years and the fi nancial statements of the WBL Group for 12M2013 including the notes thereto. (S$ 000) FY2011 (Restated) FY2012 (Audited) 12M2013 (Unaudited) Revenue 2,177,676 2,463,969 2,399,549 Cost of sales (1,894,754) (2,168,840) (2,219,361) Gross profi t 282, , ,188 Profi t / (Loss) before income tax 122, ,387 (33,097) Net profi t / (loss) attributable to equity holders of the Company 86,556 75,256 (11,199) Note: (1) The summary in this table was extracted from the Company s annual report for FY2012 and the unaudited consolidated fi nancial statements of the WBL Group for 12M2013. From FY2011 to 12M2013, the WBL Group s revenue increased by approximately S$221.9 million or approximately 10.2% from approximately S$2,177.7 million to approximately S$2,399.5 million. Notwithstanding the increase in revenue, the WBL Group recorded a loss attributable to equity holders of the Company of approximately S$11.2 million in 12M2013, compared to a net profi t attributable to equity holders of the Company of approximately S$86.6 million in FY Outlook of the WBL Group We would like to draw the attention of Stockholders and Bondholders to paragraph 10 of the Company s results announcements dated 13 November 2013 which is reproduced in italics below. Automotive The recent announcement of the refi nement of the categorisation to the COE system, the introduction of the tiered system of Additional Registration Fee and the revisions to the quantum and tenure of car loans may have a dampening effect on the Singapore market as consumers adjust to these new changes. The Group believes that its portfolio of diverse brands and products may mitigate demand downside risks and the current margin compression in certain segments of the Singapore car market. At the same time, the Group will continue to build on its position as a leading premium car distributor in the Asia-Pacifi c region. Property Home buying sentiment has showed signs of picking up amid the Chinese Government s continued cooling measures. Whilst the Group s development projects in China continued to see healthy interest, the Group expects the Property division s uneven performance to continue, mainly due to the completion-of-construction accounting method. The Group will continue to focus on completing and delivering its quality developments and to seek out opportunities as and when they arise. Technology MFLEX plans to continue to focus on managing cost, capacity and inventory as prudently as possible. It is committed to further diversifying its customer and product base to support its longer-term growth objectives. MFS will continue to build on the success of its businesses, expand its customer base, leverage on the strengths of its technical capability and supply chain management. I-31

56 Engineering, Manufacturing & Distribution The EMD division, whose fi nancial performance has been stable, will continue to focus on the timely execution and delivery of existing contracts and securing new contracts and orders. 9. CONVERTIBLE BONDS EXIT OFFER 9.1 See-Through Price The Convertible Bonds are convertible at the option of the Bondholders, at any time, into Stock Units at the prevailing conversion price of S$2.29. The Convertible Bonds Exit Offer provides an opportunity for Bondholders to realise the value of such conversion option embedded in their Convertible Bonds. The Convertible Bonds Exit Offer Price is on a see-through basis. Accordingly, our analysis of the Stock Unit Exit Offer Price in Section 7 and the considerations set out in Section 8 above will similarly be relevant to the Bondholders No Alternative Offer As at the Latest Practicable Date, there is no publicly available evidence of an alternative takeover offer for the Convertible Bonds Redemption of the Convertible Bonds Bondholders should note the following (based on the Company s annual report for FY2012 and the offer information statement in relation to the offering of the Convertible Bonds dated 18 May 2009): (i) (ii) (iii) (iv) Unless previously redeemed, converted or purchased and cancelled, the Convertible Bonds will be redeemed at 100% of the principal amount outstanding on 10 June If at any time the aggregate principal amount of the Convertible Bonds outstanding is less than 10 per cent. of the aggregate principal amount originally issued (being S$158,427,479), the Company has the option to redeem such outstanding Convertible Bonds (in whole but not in part) at their principal amount together with accrued interest. As at the Latest Practicable Date, the aggregate principal amount of the Convertible Bonds outstanding is S$9,366,243 representing approximately 5.9 per cent. of the aggregate principal amount originally issued. A Bondholder has the right to require the Company to redeem all of its Convertible Bonds at 100% of the principal amount together with accrued interest on the 20 th business day after notice has been given to the Bondholders regarding the Delisting. The Convertible Bonds bear interest at the rate of 2.5 per cent. per annum payable semiannually in arrears. The upcoming interest payment date is 10 June Interest will be paid to the Bondholders shown on the register at the close of business on 31 May 2014, being the 10 th day before the due date for payment of interest. Purely for illustrative purposes only, a Bondholder with S$1,000 in principal amount of the Convertible Bonds will receive proceeds of S$1, if he were to tender the Convertible Bonds in acceptance of the Convertible Bonds Exit Offer. In comparison, the same Bondholder will receive proceeds of only up to S$1, if he were to hold such Convertible Bonds till redemption by the Company (assuming that there are no other future distributions in respect of the Convertible Bonds). As such, by accepting the Convertible Bonds Exit Offer, a Bondholder stands to receive a much higher payout as compared to redeeming the Convertible Bonds at maturity. Furthermore, by holding on to the Convertible Bonds, they will be bearing the credit risks of the Company. I-32

57 10. SUMMARY OF ANALYSIS In arriving at our advice on the Exit Offers, we have relied on the following key considerations (which should be read in conjunction with, and in the context of, the full text of this letter): (i) (ii) (iii) (vi) (v) (vi) (vii) (viii) (ix) (x) (xi) (xii) The Stock Unit Exit Offer Price falls within the range of the estimated sum-of-parts valuation of each Stock Unit. The Stock Unit Exit Offer Price is set at S$0.05 or approximately 1.1% below the price of S$4.50 paid by the Offeror during the Previous Stock Unit Offer to refl ect the 2013 Interim Dividend which was paid to Stockholders following the close of the Previous Offers. At the offer price for the Previous Stock Unit Offer, the Offeror and parties acting in concert with it were able to successfully obtain super majority control of the Company and signifi cantly increased their aggregate interest to approximately per cent. of the total issued Stock Units. The Stock Unit Exit Offer Price is at signifi cant premium over the VWAP of the Stock Units for all of the historical periods during the two (2) years prior to the Possible STC Offer Date. During the 2-year period prior to the Possible STC Offer Date, the Stock Units had not closed at or above the Stock Unit Exit Offer Price. The Stock Unit Exit Offer Price represents a premium of approximately 41. 7% over the unaudited NTA per Stock Unit as at 30 September The market price premia implied in the Stock Unit Exit Offer Price is within the corresponding range of premia implied in the Successful Privatisation Transactions and above the corresponding mean and median premia implied in the Successful Delisting Offers. The net dividend yield of the Stock Units as implied by the Stock Unit Exit Offer Price is lower than the dividend yields of the STI ETF for the last three (3) fi nancial years. There is no assurance that the Company will continue to pay any dividends in the future and/or maintain the level of dividends paid in past periods following the Delisting. Trading in the Stock Units remains suspended as at the Latest Practicable Date and no action will be taken for such trading suspension to be lifted. It is certain that the Company will be delisted from the Offi cial List of the SGX-ST following the close of the Exit Offers, regardless of the level of acceptance of the Exit Offers. The Offeror will not become entitled to exercise the right of compulsory acquisition under Section 215(1) of the Act to compulsorily acquire all the Stock Units of the Dissenting Stockholders and the Dissenting Stockholders will also not become entitled to exercise their rights under Section 215(3) of the Act to require the Offeror to acquire their Stock Units. The Offeror has stated that it does not intend to revise the terms of the Exit Offers. In addition, as at the Latest Practicable Date, there is no publicly available evidence of an alternative takeover offer for the Stock Units or the Convertible Bonds. By accepting the Convertible Bonds Exit Offer, a Bondholder stands to receive a much higher payout as compared to redeeming the Convertible Bonds at maturity. In summary, after carefully considering all available information and based on our assessment of the fi nancial terms of the Exit Offers, we are of the opinion that the Stock Unit Exit Offer Price is fair when compared against our sum-of-parts valuation analysis and against the historical market price of the Stock Units prior to the Possible STC Offer Date. The market price premi a implied by the Stock Unit Exit Offer Price is also more favourable than the mean and median premia paid in other delistings of companies listed on the SGX-ST. I-33

58 We wish to highlight that the break-up value theoretically implied in our sum-of-parts valuation analysis is uncertain and the extent to which such value may be realised depends on various factors, including inter alia, the intentions the Offeror regarding the Company s businesses and assets, and whether the Company will be able to successfully seek out potential buyers for divestment of its assets at the desired price, liquidate and return cash to its Stockholders within a reasonable timeframe as well as the amount of transaction costs that may be incurred in undertaking these corporate exercises. Stockholders and Bondholders should note that the Offeror and its Concert Parties already have super majority control of the Company and any sale of assets will necessarily require their support. Having considered that: (i) the Offeror and its Concert Parties controls approximately per cent. of the total issued Stock Units ; (ii) trading in the Stock Units and the Convertible Bonds remains suspended as at the Latest Practicable Date and that no action will be taken to restore the free fl oat and resume the trading of the Stock Units and the Convertible Bonds on the SGX-ST; (iii) the Exit Offers are unconditional in all respects and Stockholders and Bondholders who accept the Exit Offers are assured of receiving the Stock Unit Exit Offer Price and Convertible Bonds Exit Offer Price in cash without incurring any transaction cost; (iv) it is certain that the Company will be delisted from the Offi cial List of the SGX-ST following the close of the Exit Offers, and ( v) by accepting the Convertible Bonds Exit Offer, a Bondholder stands to receive a much higher payout as compared to redeeming the Convertible Bonds at maturity, we are of the opinion that the Exit Offers are reasonable exit alternatives in the present circumstances. 11. ADVICE TO STOCKHOLDERS AND BONDHOLDERS We advise the Independent Director to make the following recommendation to Stockholders and Bondholders in relation to the Exit Offers: Stockholders and Bondholders who are not prepared to bear the implications and consequences of holding securities in an unlisted company are advised to ACCEPT the Exit Offers. Stockholders and Bondholders should be aware of the following: (i) (ii) (iii) Trading in the Stock Units and the Convertible bonds has been suspended and no action will be taken for such trading suspension by the SGX-ST to be lifted. It is certain that the Company will be delisted from the Offi cial List of the SGX-ST following the close of the Exit Offers regardless of the acceptance level of the Exit Offers. The Offeror will not become entitled to exercise the right of compulsory acquisition under Section 215(1) of the Act to compulsorily acquire all the Stock Units of the Dissenting Stockholders and the Dissenting Stockholders will also not become entitled to exercise their rights under Section 215(3) of the Act to require the Offeror to acquire their Stock Units. The Exit Offers represents the final assured opportunity for Stockholders and Bondholders to exit their investment in the Stock Units and the Convertible Bonds respectively prior to the Delisting. By accepting the Convertible Bonds Exit Offer, Bondholders can realise the value of the conversion option embedded in their Convertible Bonds prior to the Delisting. After the Delisting, the Company will no longer be obliged to comply with the requirements of the SGX-ST and Stockholders and Bondholders will no longer enjoy the same level of corporate governance, protection, transparency and accountability afforded and imposed on the Company by the Listing Manual (including the requirement to have independent directors). Stockholders who do not accept the Stock Unit Exit Offer will continue to hold their Stock Units in the form of physical share certifi cates after the Delisting and will be subject to risks associated with investment in an unlisted company including but not limited to lack of marketability of the Stock Units and the potential discount on the value of the Stock Units. Bondholders who do not accept the Convertible Bonds Exit Offer will continue to hold their Convertible Bonds in the form of physical bond certifi cates after the Delisting and will receive proceeds lower than those under the Convertible Bonds Exit Offer upon redemption of the Convertible Bonds by the Company (assuming that there are no other future distributions in respect of the Convertible Bonds). Stockholders and Bondholders who do not accept the Exit Offers will be subject to risks associated with investment in an unlisted company including but not limited to lack of marketability of their securities. I-34

59 In rendering our advice, we have not had regard to the specifi c investment objectives, fi nancial situation, tax position, risk profi les or unique needs and constraints of any individual Stockholder or Bondholder. As different Stockholders and Bondholders would have different investment objectives and profi les, any individual Stockholder or Bondholder who may require specifi c advice should consult his stockbroker, bank manager, solicitor, accountant, tax adviser or other professional advisers. The Independent Director should advise Stockholders and Bondholders that the opinion and advice of CIMB should not be relied upon by any Stockholder or Bondholder as the sole basis for deciding whether to accept or reject the Exit Offers. Yours faithfully For and on behalf of CIMB BANK BERHAD, SINGAPORE BRANCH MAH KAH LOON HEAD CORPORATE FINANCE JASON CHIAN SIET HENG DEPUTY HEAD CORPORATE FINANCE I-35

60 APPEND IX II ADDITIONAL GENERAL INFORMATION 1. DIRECTORS The names, addresses and appointments of the Directors as at the Latest Practicable Date are set out below: Name Address Appointment Mr Norman Ip Ka Cheung Mr Lee Khai Fatt Kyle Mr Lai Teck Poh Mr Soon Tit Koon Mr Jackson Chevalier Yap Kit Siong Mr Wong Hein Jee 801 Lorong 7 Toa Payoh, #07-00 Wearnes Building, Singapore Lorong 7 Toa Payoh, #07-00 Wearnes Building, Singapore Lorong 7 Toa Payoh, #07-00 Wearnes Building, Singapore Lorong 7 Toa Payoh, #07-00 Wearnes Building, Singapore Lorong 7 Toa Payoh, #07-00 Wearnes Building, Singapore Lorong 7 Toa Payoh, #07-00 Wearnes Building, Singapore Chairman, Independent and Nonexecutive Director Independent and Non-executive Director Non-independent and Non-executive Director Non-independent and Non-executive Director Non-independent and Non-executive Director Non-independent and Non-executive Director 2. HISTORY AND BUSINESS The Company is a leading multinational conglomerate incorporated in Singapore on 26 November 1912 and listed on the Main Board of the SGX-ST. The principal activities of the Company are that of an investment holding company and the provision of management services to related companies. The key business areas of the WBL Group include the following: (a) (b) Automotive. The WBL Group s automotive division is a luxury automotive retailer and an importer, distributor and dealer for a range of premium passenger vehicles in the region, operating (as at the Latest Practicable Date) out of 28 sites in Singapore, Malaysia, Greater China, Thailand and Indonesia. The WBL Group specialises in the retailing and distribution of car brands such as Bentley, BMW, Bugatti, Infi niti, Jaguar, Land Rover, Mazda, McLaren, Renault, Volkswagen and Volvo; Property. The Company has an interest in a number of property assets through its subsidiaries, associated companies and joint ventures. A signifi cant proportion of the property assets are held within the WBL Group s People s Republic of China ( PRC ) property development arm, which has been engaged in property development, property management and property investment in the PRC since The WBL Group s property development activities are focused on high-quality, high- end residential and commercial projects in Chengdu, Chongqing, Shanghai, Shenyang and Suzhou; II-1

61 (c) (d) Technology. The WBL Group s technology division comprises two key subsidiaries, Multi-Fineline Electronix, Inc (57% effective interest) which is listed on the National Association of Securities Dealers Automated Quotations and MFS Technology Ltd (77% stake) which is listed on the SGX- ST, both of which are primarily engaged in manufacturing fl exible printed circuits and providing integrated high technology content solutions and services to customers in the smartphone, automotive, medical, consumer electronics and industrial sectors; and Engineering, Manufacturing and Distribution. The WBL Group s engineering, manufacturing and distribution division comprises a number of distinct businesses operating in a variety of industries such as manufacturing, information technology, automotive, mining, construction, utilities and capital goods. 3. SHARE CAPITAL 3.1 Issued Share Capital The issued and paid-up share capital of WBL as at the Latest Practicable Date is S$ 490,544, comprising 277,283,930 issued Stock Units. 3.2 Rights in respect of Voting, Dividends and Capital The rights of Stockholders in respect of capital, dividends and voting are contained in the Articles, which are available for inspection at WBL s registered offi ce at 801 Lorong 7 Toa Payoh, #07-00 Wearnes Building, Singapore The provisions in the Articles relating to the rights of Stockholders in respect of capital, dividends and voting are reproduced in Appendix III to this Circular. Capitalised terms and expressions not defi ned in the extracts have the meanings ascribed to them in the Articles and/or the Act. 3.3 Number of Stock Units issued since the end of the last financial year As at the Latest Practicable Date, (a) 6,381,944 new Stock Units have been issued since the end of FY2012 and (b) no new Stock Units have been issued since 31 December 2013, being the last fi nancial year of WBL. 3.4 Options and convertible instruments As at the Latest Practicable Date, there is S$9,366,243 in principal amount of Convertible Bonds outstanding. The Convertible Bonds are convertible at the option of the Bondholders, at any time after the date of issue, into new Stock Units at a conversion price of S$2.29 per Conversion Stock Unit, subject to adjustments in accordance with the Convertible Bonds Conditions. Save as disclosed above, there are no other outstanding instruments convertible into, rights to subscribe for, and options in respect of, the Stock Units, as at the Latest Practicable Date. 4. DISCLOSURE OF INTERESTS 4.1 Shareholdings (a) (b) (c) Interests of WBL in Offeror Securities: WBL does not have any direct or deemed interest in the Offeror Securities as at the Latest Practicable Date. Dealings in Offeror Securities by WBL: WBL has not dealt for value in the Offeror Securities during the period commencing three (3) months prior to the Joint Announcement Date and ending on the Latest Practicable Date. Interests of the Directors in WBL Securities: Save as disclosed below, none of the Directors has any direct or deemed interest in the WBL Securities as at the Latest Practicable Date. No. of Stock Units Name of Director Direct interest Deemed interest Total interest % Wong Hein Jee 142, , II-2

62 (d) (e) (f) (g) (h) Dealings in WBL Securities by the Directors: None of the Directors has dealt for value in the WBL Securities during the period commencing three (3) months prior to the Joint Announcement Date and ending on the Latest Practicable Date. Interests of the Directors in Offeror Securities: None of the Directors has any direct or deemed interest in the Offeror Securities as at the Latest Practicable Date. Dealings in Offeror Securities by the Directors: None of the Directors has dealt for value in the Offeror Securities during the period commencing three (3) months prior to the Joint Announcement Date and ending on the Latest Practicable Date. WBL Securities owned or controlled by CIMB: None of CIMB, its related corporations or any funds whose investments are managed by CIMB on a discretionary basis owns or controls any WBL Securities as at the Latest Practicable Date. Dealings in WBL Securities by CIMB: None of CIMB, its related corporations or any funds whose investments are managed by CIMB on a discretionary basis has dealt for value in any WBL Securities during the period commencing three (3) months prior to the Joint Announcement Date and ending on the Latest Practicable Date. 4.2 Directors Intentions in relation to the Exit Offers Mr Wong Hein Jee holds 142,650 Stock Units (representing approximately 0.05% of the total number of issued Stock Units) as at the Latest Practicable Date. As at the Latest Practicable Date, Mr Wong Hein Jee has informed the Company that he intends to accept the Stock Unit Exit Offer in respect of all the Stock Units held by him. Save for Mr Wong Hein Jee, none of the Directors has any interest in the Stock Units. 4.3 Other Disclosures (a) Directors service contracts As at the Latest Practicable Date: (i) (ii) there are no service contracts between any of the Directors or proposed directors with WBL or its subsidiaries which have more than 12 months to run and which are not terminable by the employing company within the next 12 months without paying any compensation; and there are no such service contracts entered into or amended during the period commencing six (6) months prior to the Joint Announcement Date and ending on the Latest Practicable Date. (b) Arrangements affecting Directors As at the Latest Practicable Date: (i) (ii) (iii) it is not proposed that any payment or other benefi t be made or given to any Director or director of any other corporation which is by virtue of Section 6 of the Act deemed to be related to WBL, as compensation for loss of offi ce or otherwise in connection with the Exit Offers; there are no agreements or arrangements made between any Director and any other person in connection with or conditional upon the outcome of the Exit Offers; and none of the Directors has a material personal interest, whether direct or indirect, in any material contract entered into by the Offeror. II-3

63 5. MATERIAL CONTRACTS WITH INTERESTED PERSONS As at the Latest Practicable Date, neither WBL nor any of its subsidiaries has entered into material contracts with persons who are Interested Persons (other than those entered into in the ordinary course of business) during the period commencing three (3) years prior to the Joint Announcement Date. 6. MATERIAL LITIGATION As at the Latest Practicable Date, the Directors are not aware of any material litigation, claims or proceedings pending or threatened against, or made by, WBL or any of its subsidiaries or any facts likely to give rise to any such material litigation, claims or proceedings, which might materially and adversely affect the fi nancial position of WBL and any of its subsidiaries, taken as a whole. 7. MARKET QUOTATION As stated in Paragraph 3 of Appendix 9 to the Exit Offers Letter, as trading in the Stock Units has been suspended since 30 May 2013, the closing prices of the Stock Units on the SGX-ST on (i) the Latest Practicable Date, (ii) the last Market Day immediately preceding the Joint Announcement Date and (iii) a monthly basis from June 2013 to October 2013 are not available. The last transacted price of the Stock Units on the SGX-ST on 29 May 2013 prior to the suspension of trading in the Stock Units with effect from 30 May 2013, was S$4.45. Highest and Lowest Prices As set out in Paragraph 3 of Appendix 9 to the Exit Offers Letter, highest and lowest closing prices of the Stock Units on the SGX-ST (as reported by Bloomberg L.P.) during the period between the start of the six (6) months preceding the Joint Announcement Date and the Latest Practicable Date are as follows: Price (S$) Date Highest closing price May 2013 Lowest closing price May MATERIAL CHANGES (a) Material changes in financial position: Save as disclosed in publicly available information on the WBL Group (including, without limitation, the unaudited consolidated fi nancial statements of the WBL Group for 4Q2013), as at the Latest Practicable Date, there has been no known material change in the fi nancial position of WBL since 30 September 2012, being the date of WBL s last published audited fi nancial statements. (b) Material change in information: Save as disclosed in this Circular and save for the information relating to WBL and the Exit Offers that is publicly available, there has been no material change in any information previously published by or on behalf of WBL during the period commencing from the Joint Announcement Date and ending on the Latest Practicable Date. 9. FINANCIAL INFORMATION 9.1 Consolidated Income Statements The audited consolidated income statements of the WBL Group for the last three (3) fi nancial years (ended 30 September 2012, 2011 and 2010) and the unaudited consolidated income statements of the WBL Group for 4Q2013 are summarised below. The summary set out below should be read together with the annual reports, the audited consolidated fi nancial statements of the WBL Group for the relevant fi nancial periods, the unaudited consolidated fi nancial statements of the WBL Group for 4Q2013 and their respective accompanying notes. Copies of all of the above are available for inspection at the registered address of WBL at 801 Lorong 7 Toa Payoh, #07-00 Wearnes Building, Singapore during normal business hours for the period during which the Exit Offers remain open for acceptance. II-4

64 Unaudited 4Q2013 S$ 000 Audited FY2012 S$ 000 FY2011 S$ 000 Restated FY2010 S$ 000 Revenue 587,819 2,463,969 2,177,676 2,125,270 Cost of sales (544,178) (2,168,840) (1,894,754) (1,824,029) Gross profit 43, , , ,241 Other income 4,332 19,592 21,765 23,660 Other gains net 14,703 12,457 28,706 79,822 Distribution costs (28,149) (104,468) (92,964) (90,381) General and administrative expenses (23,451) (95,009) (88,116) (111,691) Other operating expenses (5,292) (15,240) (27,180) (46,955) Finance expenses (1,007) (3,836) (4,440) (6,787) Share of profi t/ (loss) of associated companies ,812 (1,606) Profit before income tax 4, , , ,303 Income tax expense (5,680) (16,840) (17,380) (36,234) Net (loss)/ profit (824) 92, , ,069 Attributable to: Equity holders of WBL 8,585 75,256 86,556 96,488 Non-controlling interests (9,409) 17,291 18,569 14,581 (824) 92, , ,069 Cents Cents Cents Cents Earnings per share Basic Diluted Net dividend per share Consolidated Balance Sheet The audited consolidated balance sheet of the WBL Group as at 30 September 2012 and the unaudited consolidated balance sheet of the WBL Group as at 4Q2013 are summarised below. The summary set out below should be read together with the annual report for FY2012, the audited consolidated fi nancial statements of the WBL Group for FY2012, the unaudited consolidated fi nancial statements of the WBL Group for 4Q2013 and their respective accompanying notes. Copies of all of the above are available for inspection at the registered address of WBL at 801 Lorong 7 Toa Payoh, #07-00 Wearnes Building, Singapore during normal business hours for the period during which the Exit Offers remain open for acceptance. II-5

65 As at 4Q2013 S$ 000 As at 30 September 2012 S$ 000 EQUITY Capital and reserves attributable to WBL s equity holders Share capital 490, ,526 Reserves 433, , , ,046 Non-controlling interests 287, ,897 Total equity 1,212,538 1,264,943 ASSETS Current assets Bank balances and deposits 320, ,914 Trade and other receivables 338, ,118 Tax recoverable 1,010 1,333 Other current assets 44,519 45,442 Inventories 293, ,265 Development properties 598, ,965 Derivative fi nancial instruments ,596,255 1,615,192 Non-current assets/ disposal group classifi ed as held for sale 5,167 4,447 1,601,422 1,619,639 Non-current assets Available-for-sale fi nancial assets 40,339 56,253 Investments in associated companies 32,143 28,612 Other receivables 15,700 12,639 Property, plant and equipment 607, ,966 Investment properties 11,361 11,709 Intangible assets 51,670 58,556 Deferred tax assets 56,251 53, , ,058 Total assets 2,416,593 2,450,697 LIABILITIES Current liabilities Trade and other payables 598, ,043 Current income tax liabilities 34,089 30,147 Borrowings 222, ,884 Derivative fi nancial instruments , ,274 Non-current liabilities Borrowings 323, ,379 Other long-term liabilities 400 2,003 Deferred tax liabilities 23,918 22, , ,480 Total liabilities 1,204,055 1,185,754 Net assets 1,212,538 1,264,943 Net tangible assets per Stock Unit II-6

66 10. SIGNIFICANT ACCOUNTING POLICIES A summary of the signifi cant accounting policies of the WBL Group is set out in the notes to the audited consolidated fi nancial statements of the WBL Group for FY2012, a copy of which is available for inspection at the registered address of WBL at 801 Lorong 7 Toa Payoh, #07-00 Wearnes Building, Singapore during normal offi ce hours for the period during which the Exit Offers remain open for acceptance. As set out in the notes to the audited consolidated fi nancial statements of the WBL Group for FY2012, on 1 October 2011, the WBL Group adopted the following new or amended FRS and INT FRS that are mandatory for application from that date: (a) (b) Amendments to FRS 24 Related party disclosures; Amendments to FRS 107 Disclosures Transfers of fi nancial assets; and (c) Interpretations to FRS 115 Agreements for the construction of real estate ( INT FRS 115 ). Changes to the WBL Group s accounting policies have been made as required, in accordance with the transitional provisions in the respective FRS and INT FRS. Save for the adoption of INT FRS 115, the adoption of the amended FRS and INT FRS did not result in substantial changes to the WBL Group s and WBL s accounting policies and had no material effect on the amounts reported for FY2012 or prior fi nancial years. Please refer to the notes to the audited consolidated fi nancial statements of the WBL Group for FY2012 for a full description of the effects of the adoption of INT FRS 115. In addition, the consolidated income statements for FY2011 and FY2010 in Paragraph 9.1 above were restated due to the retrospective application of INT FRS 115. As set out in the unaudited consolidated fi nancial statements of the WBL Group for 4Q2013, the accounting policies adopted are consistent with those of the previous FY except for changes made to comply with the following new or revised FRS and INT FRS that became effective in FY2013: (i) (ii) Amendments to FRS 1 Presentation of Items of Other Comprehensive Income; and Amendments to FRS 12 Deferred Tax: Recovery of Underlying Assets. The effect of the adoption of the new or revised FRS and INT FRS does not have a material impact on the WBL Group s fi nancial statements. As announced by WBL on 13 September 2013, the fi nancial year end of WBL has been changed from 30 September to 31 December. Henceforth, the fi nancial year of WBL will end on 31 December of each year. Consequently, the next set of accounts of WBL will cover a period of 15 months from 1 October 2012 to 31 December Save as disclosed above and in the notes to the audited consolidated fi nancial statements of the WBL Group for FY2012: (i) (ii) there were no signifi cant accounting policies or any matter from the notes of the fi nancial statements of WBL which are of any major relevance for the interpretation of the fi nancial statements of WBL; and as at the Latest Practicable Date, there is no change in the accounting policy of WBL which will cause the fi gures disclosed in this Circular not to be comparable to a material extent. II-7

67 11. VALUATION OF SUBJECT PROPERTIES WBL has commissioned independent valuations of the Subject Properties (collectively, the Valuation Reports ). Extracts of the Valuation Reports are set out in Appendix V to this Circular. Under Rule 26.3 of the Code, WBL is required, inter alia, to make an assessment of any potential tax liability which would arise if the assets, which are the subject of a valuation given in connection with an offer, were to be sold at the amount of the valuation. Based on information provided to WBL by the Valuers, the potential tax liabilities that may be incurred by the WBL Group on the hypothetical disposal of the Subject Properties is approximately between S$66,000,000 to S$71,000,000. The aforesaid tax liabilities will not crystallise if the WBL Group does not dispose of its interests in the Subject Properties. WBL has no immediate plans to dispose of its interest in the Subject Properties, and as such, the aforesaid tax liabilities are not likely to crystallise. 12. GENERAL (a) All expenses and costs incurred by WBL in relation to the Exit Offers will be borne by WBL. (b) (c) CIMB has given and has not withdrawn its written consent to the issue of this Circular with the inclusion of its name in this Circular, its advice to the Independent Director set out in Section 9 of this Circular, the IFA Letter set out in Appendix I of this Circular, and all references thereto, in the form and context in which they appear in this Circular. Each of the Valuers has given and has not withdrawn its written consent to the issue of this Circular, with the inclusion of its name and all references to it and to the Valuation Reports as annexed in Appendix V, in the form and context in which they appear in this Circular. 13. DOCUMENTS FOR INSPECTION Copies of the following documents are available for inspection at the registered address of WBL at 801, Lorong 7 Toa Payoh, #07-00 Wearnes Building, Singapore during normal business hours for the period during which the Exit Offers remain open for acceptance: (a) (b) the Memorandum and Articles; the annual reports of WBL for FY2012, FY2011 and FY2010; (c) the unaudited consolidated fi nancial statements of the WBL Group for 4Q2013; (d) (e) (f) (g) (h) (i) (j) the Delisting Proposal; the Exit Offers Letter; the IFA Letter; the letter of consent by CIMB referred to in Paragraph 12(b) of this Appendix II; the Joint Announcement; the Valuation Reports on the Subject Properties; and the letters of consent from each of the Valuers referred to in Paragraph 12(c) of this Appendix II. II-8

68 APPENDIX III PROVISIONS IN THE ARTICLES RELATING TO THE RIGHTS OF STOCKHOLDERS IN RESPECT OF CAPITAL, DIVIDENDS AND VOTING (a) Rights in respect of Capital SHARES 7. Subject to the Act, no shares may be issued by the Directors without the prior approval of the Company in General Meeting but subject thereto and to Article 48, and to any special rights attached to any shares for the time being issued, the Directors may allot and issue shares or grant options over or otherwise dispose of the same to such persons on such terms and conditions and for such consideration and at such time and subject or not to the payment of any part of the amount thereof in cash as Directors may think fi t, and any shares may be issued with such preferential, deferred, qualifi ed or special rights, privileges or conditions as the Directors may think fi t, and preference shares may be issued which are or at the option of the Company are liable to be redeemed, the terms and manner of redemption being determined by the Directors, provided always that:- (i) (ii) (subject to any direction to the contrary that may be given by the Company in General Meeting) any issue of shares for cash to Members holding shares of any class shall be offered to such Members in proportion as nearly as may be to the number of shares of such class then held by them and the provisions of the second sentence of Article 48(1) with such adaptations as are necessary shall apply; and any other issue of shares, the aggregate of which would exceed the limits referred to in Article 48(2), shall be subject to the approval of the Company in General Meeting. 8. (1) Preference shares may be issued subject to such limitation thereof as may be prescribed by any Stock Exchange upon which shares in the Company may be listed. Preference shareholders shall have the same rights as ordinary shareholders as regards receiving of notices, reports and balance sheets and attending General Meetings of the Company, and preference shareholders shall also have the right to vote at any meeting convened for the purpose of reducing the capital or winding up or sanctioning a sale of the undertaking or where the proposal to be submitted to the meeting directly affects their rights and privileges or when the dividend on the preference shares is more than six months in arrears. (2) The Company has power to issue further preference capital ranking equally with, or in priority to, preference shares already issued. 9. If at any time the share capital is divided into different classes, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of the Act, whether or not the Company is being wound up, be varied or abrogated with the sanction of a Special Resolution passed at a separate General Meeting of the holders of shares of the class and to every such Special Resolution the provisions of Section 184 of the Act shall, with such adaptations as are necessary, apply. To every such separate General Meeting the provisions of these Articles relating to the General Meetings shall mutatis mutandis apply; but so that the necessary quorum shall be two persons at least holding or representing by proxy or by attorney one-third of the issued shares of the class and that any holder of shares of the class present in person or by proxy or by attorney may demand a poll. Provided always that where the necessary majority for such a Special Resolution is not obtained at the Meeting, consent in writing if obtained from the holders of three-fourths of the issued shares of the class concerned within two months of the Meeting shall be as valid and effectual as a Special Resolution carried at the Meeting. 10. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall, unless otherwise expressly provided by the terms of issue of the shares of that class or by these Articles as are in force at the time of such issue, be deemed to be varied by the creation or issue of further shares ranking equally therewith. III-1

69 11A. Subject to the terms and conditions of any application for shares, the Directors shall allot shares applied for within 10 market days of the closing date (or such other period as may be approved by any Stock Exchange upon which the shares in the Company may be listed) of any such application. 12. If any shares of the Company are issued for the purpose of raising money to defray the expenses of the construction of any works or buildings or the provision of any plant which cannot be made profi table for a long period, the Company may, subject to the conditions and restrictions mentioned in the Act, pay interest on so much of the share capital (except treasury shares) as is for the time being paid up and may charge the same to capital as part of the cost of the construction or provision. 13. Except as required by law, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or compelled in any way to recognise any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by these Articles or by law otherwise provided) any other right in respect of any share, except an absolute right to the entirety thereof in the person (other than the Depository) entered in the Register of Members as the registered holder thereof or (as the case may be) person whose name is entered in the Depository Register in respect of that share. ALTERATION OF CAPITAL 46. Subject to the Act and to these Articles and to any special rights for the time being attached to any existing class of shares, all new shares shall be issued upon such terms and conditions and with such rights and privileges annexed thereto as the General Meeting resolving upon the same shall direct and if no direction be given, as the Directors shall determine and in particular (but without prejudice to the generality of the foregoing) such shares may be issued with a preferential or qualifi ed right to dividends and in the distribution of assets of the Company or otherwise. 47. Subject to any direction to the contrary that may be given by the Company in General Meeting or except as permitted under the listing rules of the Singapore Exchange Securities Trading Limited, all new shares shall before issue be offered to such persons as at the date of the offer are entitled to receive notices from the Company of general meetings in proportion, as nearly as the circumstances admit, to the number of the existing shares to which they are entitled. The offer shall be made by notice specifying the number of shares offered, and limiting a time within which the offer, if not accepted, will be deemed to be declined, and, after the expiration of that time, or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares offered, the Directors may dispose of those shares in such manner as they think most benefi cial to the Company. The Directors may likewise so dispose of any new shares which (by reason of the ratio which the new shares bear to shares held by persons entitled to an offer of new shares) cannot, in the opinion of the Directors, be conveniently offered under this Article. 48. Notwithstanding Article 47, the Company may by Ordinary Resolution in General Meeting give to the Directors a general authority, either unconditionally or subject to such conditions as may be specifi ed in the Ordinary Resolution, to:- (i) (a) issue shares in the capital of the Company ( shares ) whether by way of rights, bonus or otherwise; and/or (b) make or grant offers, agreements or options (collectively, Instruments ) that might or would require shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into shares; and (ii) (notwithstanding the authority conferred by the Ordinary Resolution may have ceased to be in force) issue share in pursuance of any Instrument made or granted by the Directors while the Ordinary Resolution was in force, provided that:- (A) the aggregate number of shares to be issued pursuant to the Ordinary Resolution (including shares to be issued in pursuance of Instruments made or granted pursuant to the Ordinary Resolution) shall be subject to such limits and manner of calculation as may be prescribed by the Singapore Exchange Securities Trading Limited; III-2

70 (B) (C) in exercising the authority conferred by the Ordinary Resolution, the Company shall comply with the provisions of the Listing Manual of the Singapore Exchange Securities Trading Limited for the time being in force (unless such compliance is waived by the Singapore Exchange Securities Trading Limited) and these Articles; and (unless revoked or varied by the Company in General Meeting) the authority conferred by the Ordinary Resolution shall not continue in force beyond the conclusion of the Annual General Meeting of the Company next following the passing of the Ordinary Resolution, or the date by which such Annual General Meeting of the Company is required by law to be held, or the expiration of such other period as may be prescribed by the Act (whichever is the earliest). 49. Except so far as otherwise provided by the conditions of issue or by these Articles, all new shares shall be subject to the provisions of these Articles with reference to allotments, payment of calls, lien, transfer, transmission, forfeiture and otherwise. 50. The Company may by Ordinary Resolution:- (i) (ii) (iii) consolidate and divide all or any of its shares; subdivide its shares or any of them (subject, nevertheless, to the provisions of the Act), and so that the resolution whereby any share is sub-divided may determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may, as compared with the others, have any such preferred, deferred or other special rights, or be subject to any such restrictions, as the Company has power to attach to new shares; and subject to the provisions of these Articles and the Act, convert any class of shares into any other class of shares. 51. The Company may by Special Resolution reduce its share capital or any undistributable reserve in any manner and subject to any incident authorised and consent required by law. Without prejudice to the generality of the foregoing, upon cancellation of any share purchased or otherwise acquired by the Company pursuant to these Articles, the number of issued shares of the Company shall be diminished by the number of the shares so cancelled, and, where any such cancelled share was purchased or acquired out of the capital of the Company, the amount of share capital of the Company shall be reduced accordingly. 52. The Company may, subject to and in accordance with the Act, purchase or otherwise acquire its issued shares on such terms and in such manner as the Company may from time to time think fi t. If required by the Act, any share that is so purchased or acquired by the Company shall, unless held in treasury in accordance with the Act, be deemed to be cancelled immediately on purchase or acquisition. On the cancellation of a share as aforesaid, the rights and privileges attached to that share shall expire. In any other instance, the Company may hold or deal with any such share which is so purchased or acquired by it in such manner as may be permitted by, and in accordance with the Act. STOCK 53. The Company may by Ordinary Resolution convert any paid up shares into stock and may from time to time by like resolution reconvert any stock into paid up shares. 54. (1) The holders of stock may transfer the same or any part thereof in the same manner and subject to the same Articles as and subject to which the shares from which the stock arose might previously to conversion have been transferred or as near thereto as circumstances admit but no stock shall be transferable except in such units as the Directors may from time to time determine. (2) The holders of stock shall, according to the number of stock units held by them, have the same rights, privileges and advantages as regards dividend, return of capital, voting and other matters as if they held the shares from which the stock arose, but no such privilege or advantage (except as regards dividend and return of capital and the assets on winding up) shall be conferred by the number of the stock units which would not if existing in shares have conferred that privilege or advantage, and no such conversion shall affect or prejudice any preference or other special privileges attached to the shares so converted. III-3

71 55. All provisions of these Articles applicable to paid up shares shall apply to stock and the words share and shareholder or similar expression herein shall include stock or stockholder. BONUS ISSUES AND CAPITALISATION OF PROFITS AND RESERVES 138. (1) The Directors may, with the sanction of an Ordinary Resolution of the Company (including any Ordinary Resolution passed pursuant to Article 48):- (i) issue bonus shares for which no consideration is payable to the Company to the persons registered as holders of shares in the Register of Members or (as the case may be) in the Depository Register at the close of business on:- (a) (b) the date of the Ordinary Resolution (or such other date as may be specifi ed therein or determined as therein provided); or (in the case of an Ordinary Resolution passed pursuant to Article 48) such other date as may be determined by the Directors, in proportion to their then holdings of shares; and/or (ii) capitalise any sum standing to the credit of any of the Company s reserve accounts or any undistributable reserve or any sum standing to the credit of the profi t and loss account by appropriating such sum to the persons registered as holders of shares in the Register of Members or (as the case may be) in the Depository Register at the close of business on:- (a) (b) the date of the Ordinary Resolution (or such other date as may be specifi ed therein or determined as therein provided); or (in the case of an Ordinary Resolution passed pursuant to Article 48) on such other date as may be determined by the Directors, in proportion to their then holdings of shares and applying such sum on their behalf in paying up in full new shares (or, subject to any special rights previously conferred on any shares or class of shares for the time being issued, new shares of any other class not being redeemable shares) for allotment and distribution credited as fully paid up to and amongst them as bonus shares in the proportion aforesaid. (2) The Directors may do all acts and things considered necessary or expedient to give effect to any bonus issue and/or capitalisation pursuant to Article 138(1) with full power to the Directors to make such provisions as they think fi t for any fractional entitlements which would arise on the basis aforesaid (including provisions whereby fractional entitlements are disregarded or the benefi t thereof accrues to the Company rather than to the Members concerned). The Directors may authorise any person to enter on behalf of all the Members interested into an agreement with the Company providing for any such bonus issue or capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned In addition and without prejudice to the powers provided for by Article 138, the Directors shall have power to issue shares for which no consideration is payable and/or to capitalise any undivided profi ts or other moneys of the Company not required for the payment or provision of any dividend on any shares entitled to cumulative or non-cumulative preferential dividends (including profi ts or other moneys carried and standing to any reserve and reserves) and to apply such profi ts or other moneys in paying up in full new shares, in each case on terms that such shares shall, upon issue, be held by or for the benefi t of participants of any share incentive or option scheme or plan implemented by the Company and approved by the Company in General Meeting, and on such terms as the Directors shall think fi t. III-4

72 139A. In addition and without prejudice to the powers provided for by Article 138, the Directors shall have power to issue shares for which no consideration is payable and/or to capitalise any undivided profi ts or other moneys of the Company not required for the payment or provision of any dividend on any shares entitled to cumulative or non-cumulative preferential dividends (including profi ts or other moneys carried and standing to any reserve or reserves) and to apply such profi ts or other moneys in paying up in full new shares, in each case on terms that such shares shall, upon issue, be held by or for the benefi t of non-executive Directors as part of their remuneration under Article 88 approved by the Company in General Meeting in such manner and on such terms as the Directors shall think fi t. The Directors may do all such acts and things considered necessary or desirable to give effect to the foregoing. (b) Rights in respect of Voting PROCEEDINGS AT GENERAL MEETINGS 62. No business shall be transacted at any General Meeting unless a quorum is present. Save as herein otherwise provided, two Members present in person or by proxy shall form a quorum. Provided that (i) a proxy representing more than one Member shall only count as one Member for the purpose of determining the quorum; and (ii) where a Member is represented by more than one proxy such proxies shall count as only one Member for the purpose of determining the quorum. 63. If within half an hour from the time appointed for the Meeting a quorum is not present, the Meeting if convened on the requisition of Members shall be dissolved. In any other case it shall stand adjourned to the same day in the next week (or if that day is a public holiday, then to the next business day following that public holiday) at the same time and place, or to such other day and at such other time and place as the Directors may by not less than ten days notice appoint, and if at such adjourned Meeting a quorum is not present within half an hour from the time appointed for holding the Meeting, the Meeting shall be dissolved. 64. If an amendment shall be proposed to any resolution under consideration but shall in good faith be ruled out of order by the Chairman of the Meeting, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. In the case of a resolution duly proposed as a Special Resolution, no amendment thereto (other than a mere clerical amendment to correct a patent error) may in any event be considered or voted upon. 65. The Chairman of the Directors or, in his absence, the Deputy Chairman (if any) shall preside as Chairman at every General Meeting. If there is no such Chairman or Deputy Chairman or if at any Meeting he is not present within fi fteen minutes after the time appointed for holding the Meeting or is unwilling to act, the Members present shall choose some Director to be Chairman of the Meeting or, if no Director is present or if all the Directors present decline to take the Chair, one of their number present to be Chairman. 66. The Chairman may, with the consent of any Meeting at which a quorum is present (and shall if so directed by the Meeting), adjourn the Meeting from time to time (or sine die) and from place to place, but no business shall be transacted at any adjourned Meeting except business which might lawfully have been transacted at the Meeting from which the adjournment took place. Where a Meeting is adjourned sine die, the time and place for the adjourned Meeting shall be fi xed by the Directors. When a Meeting is adjourned for thirty days or more or sine die, not less than seven days notice of the adjourned Meeting shall be given in like manner as in the case of the original Meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned Meeting. 67. At any General Meeting a resolution put to the vote of the Meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded:- (i) (ii) (iii) by the Chairman of the Meeting; or by at least three Members present in person or by proxy and entitled to vote at the Meeting; or by any Member or Members present in person or by proxy and representing not less than onetenth of the total voting rights of all the Members having the right to vote at the Meeting; or III-5

73 (iv) by a Member or Members present in person or by proxy holding not less than 10 per cent (10%) of the total number of paid-up shares of the Company (excluding treasury shares). No poll shall be demanded on the choice of a Chairman or on a question of adjournment. Unless a poll is required or so demanded (and the demand is not withdrawn) a declaration by the Chairman that a resolution has been carried or carried unanimously or by a particular majority or lost and an entry to that effect in the minute book shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. A demand for a poll may be withdrawn. 68. If a poll is required or duly demanded (and the demand is not withdrawn) it shall be taken in such manner (including the use of ballot or voting papers) as the Chairman may direct and the result of a poll shall be deemed to be the resolution of the Meeting at which the poll was demanded. The Chairman may, and if so directed by the Meeting shall, appoint scrutineers and may adjourn the Meeting to some place and time fi xed by him for the purpose of declaring the result of the poll. 69. If any votes are counted which ought not to have been counted or might have been rejected, the error shall not vitiate the result of the voting unless it is pointed out at the same Meeting or at any adjournment thereof and not in any case unless it shall in the opinion of the Chairman be of suffi cient magnitude. 70. In the case of equality of votes, whether on a show of hands or on a poll, the Chairman of the Meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote. 71. A poll demanded on any question shall be taken either immediately or at such subsequent time (not being more than thirty days from the date of the Meeting) and place as the Chairman may direct. No notice need be given of a poll not taken immediately. 72. The demand for a poll shall not prevent the continuance of a Meeting for the transaction of any business, other than the question on which the poll has been demanded. VOTES OF MEMBERS 73. Subject and without prejudice to any special privileges or restrictions as to voting for the time being attached to any special class of shares for the time being forming part of the capital of the Company and to Article 5, each Member entitled to vote at a General Meeting may vote in person or by proxy. On a show of hands, every Member who is present in person or by proxy shall have one vote (provided that in the case of a Member who is represented by two proxies, only one of the two proxies as determined by that Member or, failing such determination, by the Chairman of the Meeting (or by a person authorised by him) in his sole discretion shall be entitled to vote on a show of hands), and on a poll, every Member who is present in person or by proxy shall have one vote for every share which he holds or represents. For the purpose of determining the number of votes which a Member, being a Depositor, or his proxy may cast at any General Meeting on a poll, the reference to shares held or represented shall, in relation to shares of that Depositor, be the number of shares entered against his name in the Depository Register as at 48 hours before the time of the relevant General Meeting as certifi ed by the Depository to the Company. 74. In the case of joint holders of a share the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members or (as the case may be) the Depository Register in respect of the share. 75. A Member of unsound mind or whose person or estate is liable to be dealt with in any way under the law relating to mental disorders may vote whether on a show of hands or on a poll by his committee, curator bonis or such other person as properly has the management of his estate and any such committee, curator bonis or other person may vote by proxy or attorney, provided that such evidence as the Directors may require of the authority of the person claiming to vote shall have been deposited at the Offi ce not less than forty-eight hours before the time appointed for holding the Meeting. III-6

74 76. (1) Subject to the provisions of these Articles, every Member shall be entitled to be present and to vote at any General Meeting either personally or by proxy and to be reckoned in a quorum in respect of shares fully paid and in respect of partly paid shares where calls are not due and unpaid. (2) No Member shall be entitled to vote at any General Meeting unless all calls or other sums presently payable by him in respect of the shares held by him in the Company have been paid. 77. No objection shall be raised to the qualifi cation of any voter except at the Meeting or adjourned Meeting at which the vote objected to is given or tendered and every vote not disallowed at such Meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the Meeting whose decision shall be fi nal and conclusive. 78. On a poll votes may be given either personally or by proxy and a person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way. 79. (1) A Member may appoint not more than two proxies to attend and vote at the same General Meeting provided that if the Member is a Depositor, the Company shall be entitled and bound:- (i) (ii) to reject any instrument of proxy lodged if the Depositor is not shown to have any shares entered against his name in the Depository Register as at 48 hours before the time of the relevant General Meeting as certifi ed by the Depository to the Company; and to accept as the maximum number of votes which in aggregate the proxy or proxies appointed by the Depositor is or are able to cast on a poll a number which is the number of shares entered against the name of that Depositor in the Depository Register as at 48 hours before the time of the relevant General Meeting as certifi ed by the Depository to the Company, whether that number is greater or smaller than the number specifi ed in any instrument of proxy executed by or on behalf of that Depositor. (2) The Company shall be entitled and bound, in determining rights to vote and other matters in respect of a completed instrument of proxy submitted to it, to have regard to the instructions (if any) given by and the notes (if any) set out in the instrument of proxy. (3) In any case where a form of proxy appoints more than one proxy, the proportion of the shareholding concerned to be represented by each proxy shall be specifi ed in the form of proxy. 80. A proxy need not be a Member of the Company, and shall be entitled to vote on a show of hands on any question at any General Meeting. 81. An instrument appointing a proxy must be left at the Offi ce or such other place (if any) as is specifi ed for the purpose in the notice convening the Meeting not less than forty-eight hours before the time appointed for the holding of the Meeting or adjourned Meeting (or in the case of a poll before the time appointed for the taking of the poll) at which it is to be used and in default shall not be treated as valid. 82. An instrument appointing a proxy shall be in writing in any usual or common form or in any other form which the Directors may approve and:- (i) (ii) in the case of an individual shall be signed by the appointor or his attorney; and in the case of a corporation shall be either given under its common seal or signed on its behalf by an attorney or a duly authorised offi cer of the corporation. The signature on such instrument need not be witnessed. Where an instrument appointing a proxy is signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly certifi ed copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy pursuant to Article 81 failing which the instrument may be treated as invalid. 82A. An instrument appointing a proxy shall be deemed to include the right to demand or join in demanding a poll, to move any resolution or amendment thereto and to speak at the meeting. III-7

75 83. A vote given in accordance with the terms of an instrument of proxy (which for the purposes of these Articles shall also include a power of attorney) shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy, or of the authority under which the proxy was executed, or the transfer of the share in respect of which the proxy is given, provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the Company at the Offi ce (or such other place as may be specifi ed for the deposit of instruments appointing proxies) before the commencement of the Meeting or adjourned Meeting (or in the case of a poll before the time appointed for the taking of the poll) at which the proxy is used. 84. Any corporation which is a Member of the Company may by resolution of its directors or other governing body authorise such person as it thinks fi t to act as its representative at any Meeting of the Company or of any class of Members of the Company. The person so authorised shall be entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual Member of the Company and such corporation shall for the purposes of these Articles (but subject to the Act) be deemed to be present in person at any such meeting if a person so authorised is present thereat. (c) Rights in respect of Dividends DIVIDENDS 125. The Directors may with the sanction of the Company by Ordinary Resolution declare dividends but (without prejudice to the powers of the Company to pay interest on share capital as hereinbefore provided) no dividend shall be payable except out of the profi ts of the Company or in excess of the amount recommended by the Directors Subject to any rights or restrictions attached to any shares or class of shares and except as otherwise permitted under the Act:- (i) (ii) all dividends in respect of shares shall be paid in proportion to the number of shares held by a Member but where shares are partly paid all dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the partly paid shares; and all dividends shall be apportioned and paid proportionately to the amounts so paid or credited as paid during any portion or portions of the period in respect of which the dividend is paid. For the purposes of this Article, any amount paid or credited as paid on a share in advance of a call is to be ignored If and so far as in the opinion of the Directors the profi ts of the Company justify such payments, the Directors may pay the fi xed preferential dividends on any express class of shares carrying a fi xed preferential dividend expressed to be payable on fi xed date on the half-yearly or other dates (if any) prescribed for the payment thereof by the terms of issue of the shares, and subject thereto may also from time to time pay to the holders of any other class of shares interim dividends thereon of such amounts and on such dates as they may think fi t The waiver in whole or in part of any dividend on any share by any document (whether or not under seal) shall be effective only if such document is signed by the Member (or the person entitled to the share in consequence of the death or bankruptcy of the Member) and delivered to the Company and if or to the extent that the same is accepted as such or acted upon by the Company No dividend or other moneys payable on or in respect of a share shall bear interest against the Company The Directors may deduct from any dividend or other moneys payable to any Member on or in respect of a share all sums of money (if any) presently payable by him to the Company on account of calls or in connection therewith The Directors may retain any dividend or other moneys payable on or in respect of a share on which the Company has a lien and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists. III-8

76 132. The Directors may retain dividends payable on shares in respect of which any person is under these Articles as to the transmission of shares entitled to become a Member or which any person under those Articles is entitled to transfer until such person shall become a Member in respect of such shares or shall duly transfer the same The payment by the Directors of any unclaimed dividends or other moneys payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof. All dividends and other moneys payable on or in respect of a share that are unclaimed after fi rst becoming payable may be invested or otherwise made use of by the Directors for the benefi t of the Company and any dividend or any such moneys unclaimed after a period of six years from the date they are fi rst payable may be forfeited and if so shall revert to the Company but the Directors may at any time thereafter at their absolute discretion annul any such forfeiture and pay the moneys so forfeited to the person entitled thereto prior to the forfeiture. If the Depository returns any such dividend or moneys to the Company, the relevant Depositor shall not have any right or claim in respect of such dividend or moneys against the Company if a period of six years has elapsed from the date of the declaration of such dividend or the date on which such other moneys are fi rst payable The Company may, upon the recommendation of the Directors, by Ordinary Resolution direct payment of a dividend in whole or in part by the distribution of specifi c assets and in particular of paid up shares or debentures of any other company or in any one or more of such ways, and the Directors shall give effect to such Resolution, and where any diffi culty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional certifi cates and fi x the value for distribution of such specifi c assets or any part thereof and may determine that cash payment shall be made to any Members upon the footing of the value so fi xed in order to adjust the rights of all parties and may vest any such specifi c assets in trustees as may seem expedient to the Directors Any dividend or other moneys payable in cash on or in respect of a share may be paid by cheque or warrant sent through the post to the registered address appearing in the Register of Members or (as the case may be) the Depository Register of a Member or person entitled thereto (or, if two or more persons are registered in the Register of Members or (as the case may be) entered in the Depository Register as joint holders of the share or are entitled thereto in consequence of the death or bankruptcy of the holder, to any one of such persons) or to such person at such address as such Member or person or persons may by writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent or to such person as the holder or joint holders or person or persons entitled to the share in consequence of the death or bankruptcy of the holder may direct and payment of the cheque or warrant by the banker upon whom it is drawn shall be a good discharge to the Company. Every such cheque or warrant shall be sent at the risk of the person entitled to the money represented thereby. Notwithstanding the foregoing provisions of this Article and the provisions of Article 135B, the payment by the Company to the Depository of any dividend payable to a Depositor shall, to the extent of the payment made to the Depository, discharge the Company from any liability to the Depositor in respect of that payment. 135A. If two or more persons are registered in the Register of Members or (as the case may be) the Depository Register as joint holders of any share, or are entitled jointly to a share in consequence of the death or bankruptcy of the holder, any one of them may give effectual receipts for any dividend or other moneys payable or property distributable on or in respect of the share. 135B. Any resolution declaring a dividend on shares of any class, whether a resolution of the Company in General Meeting or a resolution of the Directors, may specify that the same shall be payable to the persons registered as the holders of such shares in the Register of Members or (as the case may be) the Depository Register at the close of business on a particular date and thereupon the dividend shall be payable to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such dividend of transferors and transferees of any such shares A transfer of shares shall not pass the right to any dividend declared on such shares before the registration of the transfer. III-9

77 APPENDIX IV PARTICULARS OF UNDERTAKING STOCKHOLDERS Name of Undertaking Stockholder No. of Stock Units % OCBC Group OCBC 15,859, Orient Holdings Private Limited 2,195, Sub-Total 18,054, GEH Group The Great Eastern Life Assurance Company Limited 44,031, The Great Eastern Trust Private Limited 3,520, The Overseas Assurance Corporation Limited 6,378, Sub-Total 53,929, Undertaking Lee Group Members Lee Seng Wee 1,147, Vicky Lee 401, Lee Tih Shih 1,764, Island Investment Company (Private) Limited 105, Kota Trading Company Sdn. Berhad 256, Lee Foundation 2,172, Lee Foundation, States of Malaya 11,386, Lee Plantations (Pte) Limited 136, Selat (Pte) Limited 1,943, Singapore Investments (Pte) Limited 1,002, Tropical Produce Company (Pte) Limited 1,612, Sub-Total 21,929, IV-1

78 APPENDIX V VALUATION REPORTS V-1

79 45 Leng Kee Road Singapore November 2013 Valuation Certificate Property: Client: Purpose: Interest Valued: 45 Leng Kee Road Singapore Wearnes Automotive Pte. Ltd. Corporate Reporting Leasehold for a term of 99 years commencing from Balance term of 39.3 years. Basis of Valuation: Market Value Registered Owner: Wearnes Automotive & Equipment Pte Ltd Land Area: 16,362.0 square metres Town Planning: "Business 1" with a plot ratio of 2.5 Brief Description: The property comprises a 2-storey light industrial building and a single-storey open-sided shed. The main building accommodates four motor vehicle showrooms and workshop on the 1st storey and office areas on the 2nd storey which is accessible by staircases, a handicap lift and a hoist lift. Extensive addition and alteration works and renovation carried out to the main building was recently completed. The building is in a good condition and is well maintained, having regard to its age and use. Tenancy Profile: The property is currently owner-occupied. Annual Land Rent (pa): Annual Value: Existing GFA (sqm) Valuation Approaches: Date of Valuation: Date of Report: Assessed Value: (existing use) Analysis: Capitalisation Rate: Terminal Yield: IRR (10 years): Value psm of GFA: Value psf of GFA: Upfront land premium has been paid. $1,819,000 10,929.9 Capitalisation Approach, Discounted Cash Flow Analysis, Residual Land Value Method & Direct Comparison Method 22 November November 2013 $54,000,000 (Fifty Four Million Dollars) 6.50% 6.75% 8.00% $4,941 $459 This valuation is exclusive of GST. Assessed Value: $110,700,000 (redevelopment site) (One Hundred Ten Million Seven Hundred Thousand Dollars) Analysis: Unit Land Value $psm/pr: $2,706 Unit Land Value $psf/pr: $251 Assumptions, Disclaimers, Limitations & Qualifications This valuation is exclusive of GST. This valuation report is provided subject to the assumptions, qualifications, limitations and disclaimers detailed throughout the valuation report which are made in conjunction with those included within the Assumptions, Qualifications, Limitations & Disclaimers section located within this report. Reliance on the valuation report and extension of our liability is conditional upon the reader's acknowledgement and understanding of these statements. This valuation is for the use only of the party to whom it is addressed and for no other purpose. No responsibility is accepted to any third party who may use or rely on the whole or any part of the content of this valuation. The valuer has no pecuniary interest that would conflict with the proper valuation of the property. Prepared By: CBRE PTE. LTD. Per: Li Hiaw Ho DipUrbVal (Auck) SNZPI FSISV Cynthia Soo BSc (Est. Mgt) MSISV Appraiser's Licence, No. AD Appraiser's Licence, No. AD Executive Director - Valuation & Advisory Services Director - Valuation & Advisory Services CBRE PTE. LTD. VALUATION REPORT VAL/2013/WEARNES AUTOMOTIVE 13 REF: 518/1/V/MS/LHH/ML 22 NOV 2013 Page v V-2

80 V-3