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

Transcription

1 IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY PERSON OR ADDRESS IN THE UNITED STATES IMPORTANT: You must read the following before continuing. The following applies to the information memorandum following this page (the Information Memorandum ), and you are therefore advised to read this carefully before reading, accessing or making any other use of this Information Memorandum. In accessing this Information Memorandum, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF CAPITAL SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE CAPITAL SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT ), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE CAPITAL SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THIS INFORMATION MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY US ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of Your Representation. In order to be eligible to view this Information Memorandum or make an investment decision with respect to the Capital Securities, investors must not be located in the United States. This Information Memorandum is being sent at your request and by accepting the and accessing this Information Memorandum, you shall be deemed to have represented to us that the electronic mail address that you gave us and to which this has been delivered is not located in the United States and that you consent to delivery of such Information Memorandum by electronic transmission. By accepting this document, if you are an investor in Singapore, you (1) represent and warrant that you are either an institutional investor as defined under Section 4A(1) of the Securities and Futures Act, Chapter 289 of Singapore (the SFA ), a relevant person as defined under Section 275(2) of the SFA or persons to whom an offer is being made, as referred to in Section 275(1A) of the SFA, and (2) agree to be bound by the limitations and restrictions described herein. You are reminded that this Information Memorandum has been delivered to you on the basis that you are a person into whose possession this Information Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver this Information Memorandum to any other person. The materials relating to the offering of securities to which this Information Memorandum relates do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the managers or any affiliate of the managers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the managers or such affiliate on behalf of Ascendas Pte Ltd ( APL or the Issuer ) in such jurisdiction. This Information Memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of DBS Bank Ltd., Citigroup Global Markets Singapore Pte. Ltd. and Credit Suisse (Singapore) Limited (together, the Joint Lead Managers ) and APL, any person who controls a Joint Lead Manager or APL, any director, officer, employee and agent of each of the abovementioned parties, or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Information Memorandum distributed to you in electronic format and the hard copy version available to you on request from the Joint Lead Managers. You are responsible for protecting against viruses and other destructive items. Your use of this is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.

2 Information Memorandum dated 10 April 2012 ASCENDAS PTE LTD (Incorporated in the Republic of Singapore on 20 December 2000) (Company Registration Number R) S$300,000, per cent. Perpetual Capital Securities Issue price: 100 per cent. The S$300,000, per cent. Perpetual Capital Securities (the Capital Securities ) will be issued by Ascendas Pte Ltd (the Issuer or APL ). The Capital Securities confer a right to receive distribution (each a Distribution ) (i) in respect of the period from, and including, 18 April 2012 (the Issue Date ) to, but excluding, 18 April 2017 (the First Call Date ), at 4.75 per cent. per annum and (ii) in respect of the period from, and including, the First Call Date and each Reset Date (each as defined in Terms and Conditions of the Capital Securities ) falling thereafter to, but excluding, the immediately following Reset Date, the Relevant Reset Distribution Rate (as defined in Terms and Conditions of the Capital Securities ) (the Distribution Rate ), Provided always that in the event that a Change of Control (as defined in Terms and Conditions of the Capital Securities ) has occurred, so long as the Issuer has not already redeemed the Capital Securities in accordance with Condition 5(g) (Redemption upon a Change of Control), the then prevailing Distribution Rate shall be increased by a rate equal to the Change of Control Margin (as defined in Terms and Conditions of the Capital Securities ) with effect from, and including, the immediately following Distribution Payment Date (as defined below) (or, if the Change of Control occurs on or after the date which is two business days (as defined in Terms and Conditions of the Capital Securities ) prior to the immediately following Distribution Payment Date, the next following Distribution Payment Date). The Capital Securities will be issued on or about the Issue Date and will be constituted by a trust deed to be dated on or before the Issue Date between the Issuer and DBS Trustee Limited as trustee (the Trustee ). Subject to the provisions of the Capital Securities relating to deferral of Distributions (see Terms and Conditions of the Capital Securities Distribution Deferral ), Distributions shall be payable semi-annually in arrear on 18 April and 18 October of each year (each a Distribution Payment Date ), with the first payment of Distribution being made on 18 October 2012 (the First Distribution Payment Date ) in respect of the period from, and including, the Issue Date to, but excluding, the First Distribution Payment Date. The Issuer may, at its sole discretion, elect to defer any Distribution (in whole and not in part) which is otherwise scheduled to be paid on a Distribution Payment Date by giving notice of such election to, inter alia, the holders of the Capital Securities (the Holders ) not more than 15 nor less than five business days (as defined in Terms and Conditions of the Capital Securities ) prior to the relevant Distribution Payment Date unless a Compulsory Distribution Payment Event (as defined in Terms and Conditions of the Capital Securities ) has occurred in the 12-month period prior to such Distribution Payment Date. Any Distribution so deferred shall remain outstanding in full and constitute Arrears of Distribution. If on any Distribution Payment Date, payment of all Distributions (including Arrears of Distribution and Additional Distribution Amount (as defined in Terms and Conditions of the Capital Securities )) scheduled to be made on such date is not made in full, the Issuer and its subsidiaries (as defined in Terms and Conditions of the Capital Securities ) will be subject to the restrictions as described in Terms and Conditions of the Capital Securities Distribution Deferral Distribution and Capital Stopper. Each amount of Arrears of Distribution shall bear interest at the prevailing Distribution Rate. The Issuer may further defer any Arrears of Distributions by complying with the foregoing notice requirement and is not subject to any limit as to the number of times Distributions and Arrears of Distribution can be deferred. See Terms and Conditions of the Capital Securities Distribution Deferral. The Capital Securities constitute direct, unconditional, unsecured and subordinated obligations of the Issuer and shall at all times rank pari passu and without any preference or priority among themselves and with any Parity Obligations (as defined in Terms and Conditions of the Capital Securities ) of the Issuer. In the event that an order is made or an effective resolution is passed for the winding-up of the Issuer (subject to and to the extent permitted by applicable law), the rights and claims of the Holders in respect of the Capital Securities shall rank ahead of those persons whose claims are in respect of any Junior Obligations (as defined in Terms and Conditions of the Capital Securities ) of the Issuer, but shall be subordinated in right of payment to the claims of all other present and future senior and subordinated creditors of the Issuer other than the claims of any Parity Creditors (as defined in the Terms and Conditions of the Capital Securities ) or holders of Parity Obligations of the Issuer. The Capital Securities are perpetual securities and have no fixed final redemption date. The Issuer may redeem the Capital Securities in whole, but not in part, on any Distribution Payment Date falling on or after the First Call Date at their principal amount together with Distributions accrued to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount, if applicable) on the Issuer giving not less than 30 nor more than 60 days irrevocable notice to, inter alia, the Holders. The Capital Securities may be redeemed in whole, but not in part, at the option of the Issuer at their principal amount, together with any Distributions accrued to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount, if applicable): (i) upon the occurrence of an Accounting Event (as defined in Terms and Conditions of the Capital Securities ); (ii) upon the occurrence of a Gross-Up Event (as defined in Terms and Conditions of the Capital Securities ); or (iii) upon the occurrence of a Tax Deductibility Event (as defined in Terms and Conditions of the Capital Securities ). Further, the Capital Securities may be redeemed in whole, but not in part, at the option of the Issuer at their principal amount together with Distributions accrued to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount, if applicable): (i) if the aggregate principal amount of the Capital Securities outstanding is less than 10 per cent. of the aggregate principal amount originally issued or (ii) following the occurrence of a Change of Control. See Terms and Conditions of the Capital Securities Redemption and Purchase. Payment on the Capital Securities will be made without withholding or deduction for or on account of any present or future taxes of Singapore to the extent described under Terms and Conditions of the Capital Securities Taxation. Approval in-principle has been obtained from the Singapore Exchange Securities Trading Limited (the SGX-ST ) for the listing and quotation of the Capital Securities on the Official List of the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Information Memorandum. Approval in-principle for the listing and quotation of the Capital Securities is not to be taken as an indication of the merits of the Capital Securities, the Issuer and/or its subsidiaries. For a discussion of certain investment considerations relating to the Capital Securities, see Risk Factors. The Capital Securities will be issued in registered form in the denomination of S$250,000. The Capital Securities will be represented by a global certificate (the Global Certificate ) in registered form which will be registered in the name of The Central Depository (Pte) Limited (the Depository ) on or about the Issue Date. Individual certificates (the Certificates ) evidencing holdings of Capital Securities will be available only in certain limited circumstances described under Summary of the Provisions Relating to the Capital Securities while in Global Form. The Capital Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act ) and, subject to certain exceptions, may not be offered or sold within the United States. For a description of these and certain further restrictions on offers and sales of the Capital Securities and the distribution of this Information Memorandum, see Subscription and Sale. This Information Memorandum has not been and will not be registered as a prospectus with the Monetary Authority of Singapore ( MAS ). Accordingly, this Information Memorandum and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Capital Securities may not be circulated or distributed, nor may the Capital Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the SFA ), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provisions of the SFA. The Capital Securities are not, and are not expected to be, rated by any rating agency. Sole Global Coordinator Joint Lead Managers and Bookrunners (Joint Structuring Adviser) (Joint Structuring Adviser)

3 The Issuer, having made all reasonable enquiries, confirms that this Information Memorandum contains all information which is material in the context of the issue and offering of the Capital Securities, that the information contained herein is true and accurate in all material respects, the opinions, expectations and intentions expressed in this Information Memorandum have been carefully considered, and that there are no other facts the omission of which in the context of the issue and offer of the Capital Securities would or might make any such information or expressions of opinion, expectation or intention misleading in any material respect. Where information contained in this Information Memorandum includes extracts from summaries of information and data from various published and private sources, the Issuer accepts responsibility only for accurately reproducing such summaries and data. Neither this Information Memorandum nor any other document or information (or any part thereof) delivered or supplied under or in relation to the issue and offering of the Capital Securities may be used for the purpose of, and does not constitute an offer of, or solicitation or invitation by or on behalf of the Issuer, DBS Bank Ltd., Citigroup Global Markets Singapore Pte. Ltd. and Credit Suisse (Singapore) Limited (together, the Joint Lead Managers ), the Trustee or the Agents (as defined herein) to subscribe for or purchase the Capital Securities and may not be used for the purpose of an offer to, or a solicitation by, anyone in any jurisdiction or in any circumstances in which such offer, solicitation or invitation is unlawful, or not authorised or to any person to whom it is unlawful to make such offer, solicitation or invitation. The distribution and publication of this Information Memorandum or any such other document or information and the offering of the Capital Securities in certain jurisdictions may be restricted by law. Persons who distribute or publish this Information Memorandum or any such other document or information or into whose possession this Information Memorandum comes are required to inform themselves about and to observe any such restrictions and all applicable laws, orders, rules and regulations. None of the Joint Lead Managers, the Trustee, any of the Agents or any of their respective affiliates has separately verified the information contained in this Information Memorandum. None of the Issuer, any of the Joint Lead Managers or any of their respective officers or employees is making any representation, warranty or undertaking, express or implied, as to the merits of the Capital Securities or the subscription for, purchase or acquisition thereof, the creditworthiness or financial condition or otherwise of the Issuer or its subsidiaries or associated companies (if any). Further, none of the Joint Lead Managers makes any representation or warranty as to the Issuer, its subsidiaries or associated companies (if any) or as to the accuracy, reliability or completeness of the information contained in this Information Memorandum or any other information supplied in connection with the Capital Securities (including the legal and regulatory requirements pertaining to Sections 274, 275 and 276 or any other provision of the SFA). Each person receiving this Information Memorandum acknowledges that such person has not relied on any of the Joint Lead Managers, the Trustee, the Agents or on any person affiliated with any of the Joint Lead Managers, the Trustee or the Agents in connection with its investigation of the accuracy of such information or its investment decision. Neither this Information Memorandum nor any other document or information (or any part thereof) delivered or supplied under or in relation to the issue of the Capital Securities is intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by any of the Issuer, the Joint Lead Managers, the Trustee or the Agents that any recipient of this Information Memorandum or such other document or information (or such part thereof) should subscribe for or purchase any of the Capital Securities. Each potential purchaser of the Capital Securities shall make its own assessment of the foregoing and other relevant matters including the financial condition and affairs and the creditworthiness of the Issuer, its subsidiaries and associated companies (if any), and obtain its own independent legal or other advice thereon, and its investment shall be deemed to be based on its own independent investigation of the financial condition and affairs and its appraisal of the creditworthiness of the Issuer, its subsidiaries and associated companies (if any). Accordingly, notwithstanding anything herein, none of the Issuer, the Joint Lead Managers or any of their respective officers, employees or agents shall be held responsible for any loss or damage suffered or incurred by the recipients of this Information Memorandum or such other document or information (or such part thereof) as a result of or arising from anything expressly or implicitly contained in or referred to in this Information Memorandum or such other document or information (or such part thereof) and the same shall not constitute a ground for rescission of any purchase or acquisition of any of the Capital Securities by a recipient of this Information Memorandum or such other document or information (or such part thereof). i

4 No person has been authorised to give any information or to make any representation other than those contained in this Information Memorandum and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, any of the Joint Lead Managers, the Trustee or any of the Agents. Save as expressly stated in this Information Memorandum, nothing contained herein is, or may be relied upon as, a promise or representation as to the future performance or policies of the Issuer or any of its subsidiaries or associated companies (if any). The Capital Securities have not been and will not be registered under the Securities Act and, subject to certain exceptions, may not be offered, sold or delivered within the United States. This Information Memorandum and any other documents or materials in relation to the issue, offering or sale of the Capital Securities have been prepared solely for the purpose of the initial sale by the Joint Lead Managers of the Capital Securities. This Information Memorandum and such other documents or materials are made available to the recipients thereof solely on the basis that they are persons falling within the ambit of Section 274 and/or Section 275 of the SFA and may not be relied upon by any person other than persons to whom the Capital Securities are sold or with whom they are placed by the Joint Lead Managers as aforesaid or for any other purpose. Recipients of this Information Memorandum shall not reissue, circulate or distribute this Information Memorandum or any part thereof in any manner whatsoever. Neither the delivery of this Information Memorandum (or any part thereof) nor the issue, offering, purchase or sale of the Capital Securities shall, under any circumstances, constitute a representation, or give rise to any implication, that there has been no change in the prospects, results of operations or general affairs of the Issuer or any of its subsidiaries or associated companies (if any) or in the information herein since the date hereof or the date on which this Information Memorandum has been most recently amended or supplemented. To the fullest extent permitted by law, none of the Joint Lead Managers accepts any responsibility for the contents of this Information Memorandum or for any other statement, made or purported to be made by any of the Joint Lead Managers or on its behalf in connection with the Issuer or the issue and offering of the Capital Securities. Each Joint Lead Manager accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this Information Memorandum or any such statement. Any purchase or acquisition of the Capital Securities is in all respects conditional on the satisfaction of certain conditions set out in the Subscription Agreement (as defined herein) and the issue of the Capital Securities by the Issuer pursuant to the Subscription Agreement. Any offer, invitation to offer or agreement made in connection with the purchase or acquisition of the Capital Securities or pursuant to this Information Memorandum shall (without any liability or responsibility on the part of the Issuer or any of the Joint Lead Managers) lapse and cease to have any effect if (for any other reason whatsoever) the Capital Securities are not issued by the Issuer pursuant to the Subscription Agreement. The attention of recipients of this Information Memorandum is drawn to the restrictions on resale of the Capital Securities set out under Subscription and Sale on pages 89 to 91 of this Information Memorandum. Any person(s) who is invited to purchase or subscribe for the Capital Securities or to whom this Information Memorandum is sent shall not make any offer or sale, directly or indirectly, of any Capital Securities or distribute or cause to be distributed any document or other material in connection therewith in any country or jurisdiction except in such manner and in such circumstances as will result in compliance with any applicable laws and regulations. It is recommended that persons proposing to subscribe for or purchase any of the Capital Securities consult their own legal and other advisers before purchasing or acquiring the Capital Securities. ii

5 CERTAIN DEFINED TERMS AND CONVENTIONS In this Information Memorandum, unless otherwise specified or the context otherwise requires, references to Singapore are references to the Republic of Singapore, references to Government are references to the government of the Republic of Singapore and references to FY are to the financial year ended or ending 31 March. All references to Group herein are to the Issuer and its subsidiaries and all references to subsidiary herein are to (a) (in relation to the Issuer) (i) a subsidiary within the meaning of Section 5 of the Companies Act, Chapter 50 of Singapore (the Companies Act ), (ii) a trust, fund or other entity (whether or not a body corporate) more than half of the interest in such trust, fund or other entity (whether represented by units or otherwise) of which is beneficially owned, directly or indirectly, by the Issuer or (iii) any company or corporation which is a subsidiary of any trust, fund or other entity (whether or not a body corporate) to which (ii) applies and (b) (in any other case) a subsidiary within the meaning of Section 5 of the Companies Act. All references to Latest Practicable Date are to 4 April 2012, all references to REIT are to real estate investment trust and all references to IT are to information technology. In this Information Memorandum, unless otherwise specified or the context otherwise requires, references to Singapore dollars, S$ or Singapore cents are to the lawful currency of Singapore, references to U.S. dollars, dollars, U.S.$, US$ or US cents are to the lawful currency of the United States of America ( United States or U.S. ), references to RMB or Renmenbi are to the lawful currency of the People s Republic of China ( China or PRC ), which for the purposes of this Information Memorandum, except where the context requires, do not include Hong Kong, Macau Special Administrative Region of the PRC ( Macau ) or Taiwan, references to KRW and Korean Won are to the lawful currency of South Korea, references to INR or Indian rupee are to the lawful currency of India, references to PHP or Philippine peso are to the lawful currency of the Philippines and references to RM or Malaysian ringgit are to the lawful currency of Malaysia. References to currency conversions in this Information Memorandum are based on the indicative exchange rates for the above currencies as at 31 December 2011 which are listed as follows: Singapore dollar to one/100* unit(s) of foreign currency RMB INR KRW * PHP US$ RM * Note: for KRW, the figures are in 100 units. Any discrepancies in the tables included herein between the listed amounts and totals thereof are due to rounding. Market data and certain industry forecasts used throughout this Information Memorandum have been obtained from internal surveys, market research, publicly available information and industry publications. Industry publications generally state that the information that they contain has been obtained from sources believed to be reliable but that the accuracy and completeness of that information is not guaranteed. Similarly, internal surveys, industry forecasts and market research, while believed to be reliable, have not been independently verified, and neither the Issuer nor the Joint Lead Managers make any representation as to the accuracy of that information. The valuation of all properties appearing in the section The Issuer were performed by independent third party valuers. iii

6 FORWARD-LOOKING STATEMENTS All statements contained in this Information Memorandum that are not statements of historical fact constitute forward-looking statements. Some of these statements can be identified by forwardlooking terms such as expect, believe, plan, intend, estimate, anticipate, may, will, would and could or similar words. However, these words are not the exclusive means of identifying forwardlooking statements. All statements regarding the expected financial position, business strategy, plans and prospects of the Issuer and/or the Group (including statements as to the Issuer s and/or the Group s revenue and profitability, prospects, future plans and other matters discussed in this Information Memorandum regarding matters that are not historical fact and including the financial forecasts, profit projections, statements as to the expansion plans of the Issuer and/or the Group, expected growth in the Issuer and/or the Group and other related matters), if any, are forward-looking statements and accordingly, are only predictions. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Issuer and/or the Group to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These factors are discussed in greater detail under the section Risk Factors. Given the risks and uncertainties that may cause the actual future results, performance or achievements of the Issuer or the Group to be materially different from the results, performance or achievements expected, expressed or implied by the financial forecasts, profit projections and forward-looking statements in this Information Memorandum, undue reliance must not be placed on those forecasts, projections and statements. The Issuer does not represent or warrant that the actual future results, performance or achievements of the Issuer or the Group will be as discussed in those statements. Neither the delivery of this Information Memorandum nor the issue of any Capital Securities by the Issuer shall under any circumstances constitute a continuing representation or create any suggestion or implication that there has been no change in the affairs of the Issuer, the Group or any statement of fact or information contained in this Information Memorandum since the date of this Information Memorandum. Further, the Issuer, the Group and the Joint Lead Managers disclaim any responsibility, and undertake no obligation, to update or revise any forward-looking statements contained herein to reflect any changes in the expectations with respect thereto after the date of this Information Memorandum or to reflect any change in events, conditions or circumstances on which any such statements are based. iv

7 TABLE OF CONTENTS Page SUMMARY... 2 THE OFFERING... 6 SUMMARY FINANCIAL INFORMATION USE OF PROCEEDS RISK FACTORS CAPITALISATION AND INDEBTEDNESS THE ISSUER DIRECTORS TERMS AND CONDITIONS OF THE CAPITAL SECURITIES SUMMARY OF PROVISIONS RELATING TO THE CAPITAL SECURITIES WHILE IN GLOBAL FORM CLEARANCE AND SETTLEMENT TAXATION SUBSCRIPTION AND SALE GENERAL INFORMATION

8 SUMMARY This summary highlights information contained elsewhere in this Information Memorandum. This summary may not contain all the information that should be considered before deciding to invest in the Capital Securities. The Issuer recommends reading this entire Information Memorandum carefully, including the financial statements and related notes appearing elsewhere in this Information Memorandum and under Risk Factors. HISTORY AND BACKGROUND The Issuer was incorporated in Singapore as a private limited liability company on 20 December 2000, through the merger of JTC International Holdings Pte Ltd ( JTCI ) and Arcasia Land Pte Ltd ( Arcasia Land ). The Issuer is currently 100% owned by the Jurong Town Corporation ( JTC ). The Issuer is one of Asia s leading providers of business space covering high-tech, science, business and industrial parks, and customised developments for a host of industries. It manages a portfolio of properties across Asia, with a significant presence in 10 countries across major markets in Asia, including Singapore, China, India, South Korea and the Philippines. It has one of the largest footprints across Asia, with 30 years of experience servicing a global clientele of more than 2,000 customers, including Fortune 500 companies, leading local enterprises, research institutions and multi-national corporations, with which the Issuer has cultivated long-standing relationships in Singapore, China and India. In March 2012, the Issuer, with joint venture partner, Sino-Singapore Guangzhou Knowledge City Investment and Development Co Ltd, celebrated the groundbreaking of the integrated development, Ascendas OneHub in Guangzhou Knowledge City. In February 2011, the Issuer, in a joint venture with Citramas Nusaterra Pte. Ltd., broke ground for a 10- storey development, Infinite Studios, Singapore s first building specially customised to cater to the needs of the media industry at Mediapolis@one-north. As at 31 December 2011, the assets under management ( AUM ) by the Issuer totalled approximately 52 million square feet ( sq ft ) of business space, with an aggregate open market value of approximately S$12.2 billion. Major projects developed by the Group include the Singapore Science Park and Changi Changi Business Park in Singapore, the Dalian Ascendas IT Park and the Ascendas-Xinsu Development in China, the International Tech Park Bangalore in India and the Carmelray Industrial Park II in the Philippines. The Issuer has also demonstrated a consistent track record in managing listed real estate trusts through its management of its maiden fund and Singapore s first business space trust, Ascendas Real Estate Investment Trust ( A-REIT ) which was listed on the SGX-ST in November In November 2006, the Issuer invested in a private equity office real estate fund in South Korea, A-KOF. The Issuer also launched the Ascendas China Commercial Fund ( ACCF ) and the Ascendas ASEAN Business Space Fund (the ASEAN Fund ) in June 2007, as well as the Ascendas China Industrial & Business Parks Fund ( ACIBPF ) in July In June 2007, the Issuer launched the S$500 million Ascendas India Development Trust ( AIDT ), the Group s first development fund to invest in integrated development real estate projects in India. In August 2007, the Issuer successfully listed Ascendas India Trust ( a-itrust ), Asia s first listed Indian property trust, which was formed from Ascendas India IT Parks Trust ( AIITPT ), established in June In November 2007, the Issuer created and co-invested in A-KIF, which focuses on logistics and warehousing properties in Korea. In May 2008, the Issuer created and co-invested in the second Korea office real estate fund, A-KOF2. 2

9 BUSINESS STRATEGY The mission of the Issuer is to acquire, create and manage distinctive spaces that inspire innovation and excellence in its customers and users within a secure and sustainable integrated community, comprising mixed-use developments anchored by business space. The Group s business space solutions include science, business and IT parks, high-tech and industrial facilities, offices and commercial space, logistics and distribution properties, ready-built and built-to-suit ( BTS ) facilities. The Issuer will focus on the Asian property markets in which it currently has operations. Besides honing its business development capabilities, the Issuer will explore new niche markets, enhance its asset management and customer service competencies to maximise profitability and strengthen its overall competitiveness. The Issuer intends to attract selected customers and investors, rapidly increase the scale of its operations within Asia and in doing so, establish its dominance as the premier provider of business space solutions in Asia. The Issuer will continue to extend its leasing, marketing, facilities management, development and project management services to external customers and the funds it manages, as part of expanding its feebased strategy concurrent to its asset-light strategy. The Issuer is constantly exploring opportunities to recycle its capital and to raise its fee-based income through the setting-up of private funds or accessing the public markets via initial public offerings. It is also looking at expanding its real estate services and fund management business into adjacent market segments. PRINCIPAL BUSINESS ACTIVITIES The principal business activities of the Issuer consist of three main categories real estate development and investment, real estate services and fund management. The Issuer is a premier provider of business space solutions in Singapore and abroad. Its substantial portfolio consists of a variety of property types, namely science, business and IT parks, high-tech and industrial facilities, offices and commercial space, logistics and distribution properties, ready-built and BTS spaces. Beyond the development of and investment in real estate, the Issuer also provides real estate services that include property and facilities management, fit-out services and plug-and-play solutions. The Issuer also leads in business space-related offerings via funds, principally A-REIT, AIDT, a-itrust, the ASEAN Fund, ACCF, ACIBPF, A-KIF, A-KOF and A-KOF2. CORPORATE STRUCTURE The Issuer is the ultimate holding company of the Group. The entities within the Group comprise: (i) (ii) (iii) (iv) (v) companies and funds holding real estate assets in Singapore; companies and funds holding real estate assets overseas, including in India, China, South Korea, Malaysia and the Philippines; companies providing property management services in Singapore and overseas; companies providing trustee and/or fund management services; and companies holding passive investments. The entities that hold real estate assets in Singapore and those providing property management services in Singapore and overseas are under Ascendas Land (Singapore) Pte Ltd ( ALS ). The entities that hold assets overseas are under Ascendas Land International Pte Ltd ( ALI ). The entities that provide trustee and/or fund management services and those that hold passive investments are under Ascendas Investment Pte Ltd ( AI ). ALS, ALI and AI are wholly-owned by the Issuer as shown below. 3

10 Ascendas Pte Ltd Ascendas Land (Singapore) Pte Ltd Ascendas Investment Pte Ltd Ascendas Land International Pte Ltd COMPETITION Core Competitive Strengths Strong experience in the business and industrial real estate markets The Issuer was formed through the merger of JTCI and Arcasia Land on 20 December Prior to the merger, JTCI and Arcasia Land were engaged in developing and managing both industrial properties and science parks in the Asia Pacific region and Singapore respectively. The Issuer brings together 30 years of experience in developing, managing and marketing of IT parks, industrial parks, business parks, science parks, high-tech facilities, office and retail spaces across Asia. The Issuer capitalises on its multi-disciplinary expertise and local network of resources to assist its customers throughout the entire real estate process. It offers a comprehensive management system specially tailored to meet its customers real estate needs, so that customers can focus on running their business. The Group s array of real estate solutions includes development and project management, property and facility management, business space marketing, fit-out services, business networking, as well as various value-added programmes. The Issuer has a proven and successful track record as an industry leader for creating distinctive spaces that inspire innovation and excellence in its customers and users within a secure and sustainable integrated community, comprising mixed-use developments anchored by business spaces. Its flagship projects pioneering this concept include the Singapore Science Park Singapore s first work-play environment for the research and development ( R&D ) community; the International Tech Park Bangalore India s first integrated community with business space and world class amenities for IT companies; and the Dalian-Ascendas IT Park China s first integrated work-play IT hub with extensive value-added lifestyle amenities. The Issuer has also pioneered the ready-built-facility concept in China through the Ascendas-Xinsu Development in Suzhou, as well as in the Philippines through Carmelray Industrial Park II. Leading business space provider in Asia The Issuer demonstrates a deep commitment and keen focus on markets in Asia, where it can leverage on its first mover advantage and scale up operations rapidly to achieve dominance in its niche sectors. The Issuer s presence in China began in 1995 as the former JTCI, which was part of a Singapore consortium spearheading the development of the Suzhou Industrial Park ( SIP ). The Issuer has since expanded its presence in China from one city to 10 cities across several provinces. The Issuer was one of the few Singaporean companies to venture into India. Its presence in India dates back to 1994 when a joint venture with the Tata Group (India s largest private sector group) and the Karnataka State Government was formed to develop the International Tech Park Bangalore. As one of the few foreign investors who have successfully acquired and developed assets in India, the Group has established itself as being one of the top IT park brands in India, through landmark IT park developments such as the International Tech Park Bangalore, the International Tech Park and Cybervale in Chennai, the CyberPearl and The V in Hyderabad, and the International Tech Park in Pune. 4

11 To date, the Issuer is one of the region s leading business space provider spanning 10 countries and more than 30 cities in Asia. It has also cultivated long standing relationships with numerous multinational companies and blue-chip customers such as Citigroup, Infineon Technologies, Siemens Corporation and the Nokia Group, all of whom have chosen the Issuer as their strategic business space partner. Strong track record in real estate fund management The Issuer uses a business model that encompasses the entire value-chain of real estate solutions from asset creation and asset enhancement, to unlocking of asset value through real estate funds to fuel growth. The Issuer has demonstrated a consistent track record in real estate fund management. In November 2002, it launched A-REIT, Singapore s first industrial space REIT, with eight properties worth approximately S$545 million. A-REIT has since increased its portfolio to 97 properties as at 31 December 2011 worth approximately S$6.0 billion, making it Singapore s largest industrial REIT. In November 2006, the Issuer invested in A-KOF, a real estate fund investing in office buildings in South Korea. In 2007, the Issuer also successfully launched a series of private real estate funds, namely AIDT, ACCF, ACIBPF, A-KOF, A-KOF2, A-KIF as well as the ASEAN Fund. In August 2007, the Issuer listed a-itrust, Asia s first listed Indian property trust. The Group is well positioned in both business markets and real estate markets across Asia. Its 30- year experience in the industry, coupled with its world-class management team, makes it the most ideal candidate for developing and managing business properties in Asia. 5

12 THE OFFERING The following is a general summary of the offering of the Capital Securities. This summary is partly derived from and should be read in conjunction with the full text of the terms and conditions of the Capital Securities (the Conditions ), the Trust Deed and the Agency Agreement relating to the Capital Securities. The Conditions, the Trust Deed and the Agency Agreement will prevail to the extent of any inconsistency with the terms set out in this summary. Capitalised terms used herein and not otherwise defined have the respective meanings given to such terms in the Conditions. Issuer Issue Ascendas Pte Ltd. S$300,000, per cent. Perpetual Capital Securities. Expected Issue Date 18 April Status of the Capital Securities The Capital Securities will constitute direct, unconditional, unsecured and subordinated obligations of the Issuer and shall at all times rank pari passu and without any preference or priority among themselves and with any Parity Obligations. The rights and claims of the Holders are subordinated in the manner described in the following paragraph. The Holder Claims will, in the event that an order is made or an effective resolution is passed for the winding-up of the Issuer (subject to and to the extent permitted by applicable law), rank in such winding-up: (i) junior to the rights and claims of all Senior Creditors of the Issuer, (ii) pari passu with each other and with the rights and claims of any Parity Creditors or holders of Parity Obligations; and (iii) senior to the rights and claims of holders of Junior Obligations. Where: Holder Claims means the rights and claims of the Trustee (in respect of the principal of and Distributions (including Arrears of Distributions and Additional Distribution Amounts) on the Capital Securities) and of the Holders; Junior Obligations means (i) any ordinary shares of the Issuer and (ii) any class of the Issuer s share capital or any other instruments or securities (including, without limitation, preference shares) issued, entered into or guaranteed by the Issuer that ranks or is expressed to rank, whether by its terms or by operation of law, junior to the Capital Securities; Parity Creditor means any creditor of the Issuer whose claim ranks or is expressed to rank pari passu with the Issuer s obligations under the Capital Securities; Parity Obligations means any instrument or security (including, without limitation, preference shares) issued, entered into or guaranteed by the Issuer that ranks or is expressed to rank, whether by its terms or by operation of law, pari passu with the Capital Securities; 6

13 Senior Creditors means, with respect to the Issuer, all creditors of the Issuer other than the Trustee (in respect of the principal of and Distributions (including Arrears of Distributions and Additional Distribution Amounts) on and other amounts in respect of the Capital Securities), the Holders, any Parity Creditors of the Issuer and the holders of the Junior Obligations; and winding-up of a person also includes the administration, judicial management, dissolution or liquidation of that person. Set-off Issue Price Form and Denomination Distributions Distribution Rate Subject to applicable law, no Holder may exercise, claim or plead any right of set-off, counterclaim, compensation or retention in respect of any amount owed to it by the Issuer under, or arising from, the Capital Securities and each Holder will, by virtue of his holding of any Capital Security, be deemed to have waived all such rights of set-off, counterclaim, compensation or retention. Without prejudice to the preceding sentence, if any of the amounts owing to any Holder by the Issuer in respect of, or arising under or in connection with the Capital Securities is discharged by set-off, such Holder shall, subject to applicable law, immediately pay an amount equal to the amount of such discharge to the Issuer (or, in the event of its winding-up or judicial management, the liquidator or, as appropriate, judicial manager of the Issuer) and, until such time as payment is made, shall hold such amount in trust for the Issuer (or the liquidator or, as appropriate, judicial manager of the Issuer) and accordingly any such discharge shall be deemed not to have taken place. 100 per cent. of the principal amount of the Capital Securities. The Capital Securities will be issued in registered form in the denomination of S$250,000. Subject to Condition 4 (Distribution Deferral), the Capital Securities confer a right to receive Distribution from and including 18 April 2012 at the applicable Distribution Rate, payable semi-annually in arrear on 18 April and 18 October in each year, with the first payment of Distribution being made on the First Distribution Payment Date in respect of the period from, and including, the Issue Date to, but excluding, the First Distribution Payment Date. The rate of distribution applicable to the Capital Securities shall be: (i) (ii) (iii) in respect of the period from, and including, the Issue Date to, but excluding, the First Call Date, 4.75 per cent. per annum; in respect of the period from, and including, the First Call Date to, but excluding, the Step-up Date, the Swap Offer Rate with respect to the First Call Date plus the Initial Spread; and in respect of the period from, and including, the Step-up Date and each date falling every five years after the Step-up Date (each, a Reset Date ) falling thereafter to, but excluding, the immediately following Reset Date, the Swap Offer Rate with respect to the relevant Reset Date plus the Initial Spread plus one per cent., 7

14 Provided always that in the event that a Change of Control has occurred, so long as the Issuer has not already redeemed the Capital Securities in accordance with Condition 5(g) (Redemption upon a Change of Control), the then prevailing Distribution Rate shall be increased by a rate equal to the Change of Control Margin with effect from, and including, the immediately following Distribution Payment Date (or, if the Change of Control occurs on or after the date which is two business days prior to the immediately following Distribution Payment Date, the next following Distribution Payment Date). Where: business day means, in relation to any place, a day (other than a public holiday, Saturday or Sunday) on which commercial banks and foreign exchange markets are open for business in both Singapore and (if not Singapore) the city in which the specified office of the Principal Paying Agent and the Registrar is located; Change of Control means: (a) (b) any Person or Persons (acting together with its related corporations) acquires or acquire Control of the Issuer, if such Person or Persons does not or do not have, and would not be deemed to have, Control of the Issuer on the Issue Date; or the Issuer consolidates with or merges into or sells or transfers all or substantially all of the Issuer s assets to any other Person or Persons (acting together with its related corporations), unless the consolidation, merger, sale or transfer will not result in such other Person or Persons acquiring Control over the Issuer or the successor entity; Change of Control Margin means one per cent.; Control means (a) the ownership or control of more than 50 per cent. of the voting rights of the issued share capital of the Issuer or (b) the right to appoint and/or remove all or the majority of the members of the Issuer s board of directors, whether obtained directly or indirectly, and whether obtained by ownership of share capital, the possession of voting rights, contract or otherwise; Initial Spread means per cent.; Person means any individual, company, corporation, firm, partnership, joint venture, association, organisation, state or agency of a state or other entity, whether or not having separate legal personality; related corporation has the meaning ascribed to it in the Companies Act; Step-up Date means 18 April 2022; and 8

15 Swap Offer Rate means the rate in per cent. per annum notified by the Calculation Agent to the Issuer and the Holders (in accordance with Condition 14 (Notices)) equal to the rate appearing under the column headed SGD IRS OFFER for a maturity of five years which appears on Bloomberg Screen ABSI3 Page published between 11.30am to noon (Singapore time) on the day that is two business days preceding the relevant Reset Date. If such rate does not appear on the Bloomberg Screen ABSI3 Page, the rate for that Reset Date will be any substitute rate announced by the Association of Banks in Singapore, provided that, in each case, in the event such rate is zero or negative, the Swap Offer Rate shall be deemed to be zero per cent. per annum. Optional Deferral of Distributions Arrears of Distribution The Issuer may, at its sole discretion, elect to defer any Distribution (in whole and not in part) which is otherwise scheduled to be paid on a Distribution Payment Date by giving notice of such election in the form set out in Schedule 4 to the Trust Deed to the Holders in accordance with Condition 14 (Notices), the Trustee and the Agents not more than 15 nor less than five business days prior to the relevant Distribution Payment Date unless the Issuer or any of its subsidiaries has, in the 12-month period prior to such Distribution Payment Date (i) declared or paid any dividends, distributions or made any other payment (including payments under any guarantee obligations) on, or procured any dividend, distribution or other payment (including payments under any guarantee obligations) to be made on any of the Issuer s Junior Obligations or (except on a pro rata basis) any of the Issuer s Parity Obligations; and/ or (ii) redeemed, purchased, cancelled, reduced, bought-back or otherwise acquired for any consideration any of the Issuer s Junior Obligations or (except on a pro rata basis) any of the Issuer s Parity Obligations (each, a Compulsory Distribution Payment Event ). Any Distribution so deferred will not be due and payable or be paid until the relevant Payment Reference Date (but without prejudice to Condition 4(d) (Voluntary payment of Arrears of Distribution)) and will constitute Arrears of Distribution. The Issuer shall have no obligation to pay any Distribution (including any Arrears of Distribution and any Additional Distribution Amount) on any Distribution Payment Date if it validly elects not to do so and any failure to pay Distributions deferred shall not constitute a default of the Issuer in respect of the Capital Securities. Each amount of Arrears of Distribution shall bear interest as if it constituted the principal of the Capital Securities at the prevailing Distribution Rate and the amount of such interest (the Additional Distribution Amount ) with respect to Arrears of Distributions shall be due and payable pursuant to Condition 4 (Distribution Deferral) and shall be calculated by applying the applicable Distribution Rate to the amount of the Arrears of Distributions and otherwise mutatis mutandis as provided in Condition 3 (Distributions). The Additional Distribution Amount accrued up to any Distribution Payment Date shall be added, for the purpose of calculating the Additional Distribution Amount accruing thereafter, to the amount of Arrears of Distributions remaining unpaid on such Distribution Payment Date so that it will itself become Arrears of Distributions. The Issuer is not subject to any limit as to the number of times Distributions and Arrears of Distributions can be deferred. 9

16 Notwithstanding that a Payment Reference Date has not taken place, the Issuer may, at any time, on giving not more than 20 nor less than 10 business days irrevocable notice to the Holders in accordance with Condition 14 (Notices), the Trustee and the Agents, elect to make payment, in whole or in part, of any Arrears of Distribution and any Additional Distribution Amounts. Any partial payment of outstanding Arrears of Distribution or any Additional Distribution Amount by the Issuer shall be shared by the Holders of all outstanding Capital Securities on a pro rata basis. Restrictions in the case of a Deferral If, on any Distribution Payment Date, payment of Distributions (including Arrears of Distribution and Additional Distribution Amount) scheduled to be made on such date is not made in full by reason of Condition 4 (Distribution Deferral), the Issuer shall not, and shall procure that none of its subsidiaries shall: (i) (ii) declare or pay any dividends, distributions or make any other payment (including payments under any guarantee obligations) on, and will procure that no dividend, distribution or other payment (including payments under any guarantee obligations) is made on any of the Issuer s Junior Obligations or (except on a pro rata basis) any of the Issuer s Parity Obligations; or redeem, purchase, cancel, reduce, buy-back or otherwise acquire for any consideration any of the Issuer s Junior Obligations or (except on a pro rata basis) any of the Issuer s Parity Obligations, in each case, other than (A) if the Issuer has made payment in whole (and not in part only) of all outstanding Arrears of Distributions and any Additional Distribution Amounts or (B) when so permitted by an Extraordinary Resolution (as defined in the Trust Deed) of the Holders. Maturity Date Redemption at the Option of the Issuer There is no maturity date. The Issuer may, on any Distribution Payment Date falling on or after the First Call Date, on giving not less than 30 nor more than 60 days irrevocable notice to the Holders, the Trustee and the Agents, redeem all (and not some only) of the Capital Securities at their principal amount, together with Distributions accrued to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount, if applicable). Redemption for Taxation Reasons In the event of certain changes in the laws and regulations relating to taxation in Singapore, the Capital Securities may, subject to certain conditions being satisfied, be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days irrevocable notice to the Holders, the Trustee and the Agents, at their principal amount together with Distributions accrued to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount, if applicable). See Terms and Conditions of the Capital Securities Redemption and Purchase Redemption for taxation reasons. 10

17 Redemption for Accounting Reasons Redemption for Tax Deductibility Reasons The Capital Securities may, subject to certain conditions being satisfied, be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days irrevocable notice to the Holders, the Trustee and the Agents, at their principal amount together with Distributions accrued to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount, if applicable) if as a result of any changes or amendments to the Singapore Financial Reporting Standards ( SFRS ) (or any other accounting standards that may replace SFRS for the purposes of the consolidated financial statements of the Issuer) or other internationally generally accepted accounting standards that the Issuer has adopted for the purposes of the preparation of its audited consolidated financial statements (the Relevant Accounting Standard ), the Capital Securities may no longer be recorded as equity in the audited consolidated financial statements of the Issuer prepared in accordance with the Relevant Accounting Standard. See Terms and Conditions of the Capital Securities Redemption and Purchase Redemption for accounting reasons. The Capital Securities may, subject to certain conditions being satisfied, be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days irrevocable notice to the Holders, the Trustee and the Agents, at their principal amount together with Distributions accrued to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount, if applicable) if as a result of: (i) (ii) (iii) any amendment to, or change in, the laws (or any rules or regulations thereunder) of Singapore or any political subdivision or any taxing authority thereof or therein which is enacted, promulgated, issued or becomes effective otherwise on or after the Issue Date; any amendment to, or change in, an official and binding interpretation of any such laws, rules or regulations by any legislative body, court, governmental agency or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory determination) which is enacted, promulgated, issued or becomes effective otherwise on or after the Issue Date; or any applicable official interpretation or pronouncement that provides for a position with respect to such laws or regulations that differs from the previous generally accepted position which is issued or announced on or after the Issue Date, payments by the Issuer would no longer, or within 90 days of the date of the opinion referred to in Condition 5(e) (Redemption for tax deductibility reasons) would not be fully deductible by the Issuer for Singapore income tax purposes. See Terms and Conditions of the Capital Securities Redemption and Purchase Redemption for tax deductibility reasons. 11

18 Redemption in the case of Minimal Outstanding Amount Redemption upon a Change of Control Substitution or Variation The Capital Securities may be redeemed at the option of the Issuer in whole, but not in part, at any time at their principal amount, together with Distributions accrued to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount, if applicable) on the Issuer giving not less than 30 nor more than 60 days irrevocable notice to the Holders, the Trustee and the Agents if, immediately before giving such notice, the aggregate principal amount of the Capital Securities outstanding is less than 10 per cent. of the aggregate principal amount originally issued. See Terms and Conditions of the Capital Securities Redemption and Purchase Redemption in the case of minimum outstanding amount. The Capital Securities may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days irrevocable notice to the Holders, the Trustee and the Agents, at their principal amount together with Distributions accrued to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount, if applicable) following the occurrence of a Change of Control. See Terms and Conditions of the Capital Securities Redemption and Purchase Redemption upon a Change of Control. If a Special Event has occurred and is continuing, then the Issuer may, subject to Condition 4 (Distribution Deferral) (without any requirement for the consent or approval of the Holders) and subject to the provisions of Condition 11(c) (Substitution or Variation) having been complied with, and having given not less than 30 nor more than 60 days irrevocable notice to the Holders, the Trustee and the Agents, at any time either (i) substitute all, but not some only, of the Capital Securities for, or (ii) vary the terms of the Capital Securities with the effect that they remain or become (as the case may be), Qualifying Securities, and the Trustee shall (subject to the following provisions of Condition 11(c) (Substitution or Variation) and subject to the receipt by it of the certificate of a duly authorised officer of the Issuer referred to therein) agree to such substitution or variation. Where: Qualifying Securities means securities that: (a) have terms not materially less favourable to an investor than the terms of the Capital Securities (as determined by the Trustee, and provided that a certification to such effect (and confirming that the conditions set out in (i) and (ii) below have been satisfied) of a duly authorised officer of the Issuer shall have been delivered to the Trustee prior to the substitution or variation of the relevant Capital Securities upon which certificate the Trustee shall rely absolutely), provided that (i) they are issued by the Issuer or any wholly-owned direct or indirect subsidiary of the Issuer with a guarantee of the Issuer; and (ii) they (or, as appropriate, the guarantee as aforesaid) shall: (x) rank pari passu (together with Parity Obligations) on a winding-up with the Capital Securities; 12

19 (y) (z) contain terms which provide at least for the same Distribution Rate from time to time applying to the Capital Securities; and otherwise have substantially identical terms (as determined by the Trustee) to the Capital Securities (save where any modifications to such terms are required to be made to avoid the occurrence of a Special Event); and (b) are listed on the SGX-ST; and Special Event means an Accounting Event, a Gross-Up Event, a Tax Deductibility Event, or any combination of the foregoing. Clearing System Taxation Selling Restrictions Listing and Trading of the Capital Securities Rating The Capital Securities will be represented by beneficial interests in the Global Certificate, which will be registered in the name of the Depository, and deposited on the Issue Date with the Depository. Beneficial interests in the Global Certificate will be shown on and transfers thereof will be effected only through records maintained by the Depository. Except as described in the Global Certificate, certificates for Capital Securities will not be issued in exchange for beneficial interests in the Global Certificate. All payments of principal and Distributions (including Arrears of Distributions and Additional Distribution Amounts) by or on behalf of the Issuer in respect of the Capital Securities will be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within Singapore or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law. In such event, the Issuer will pay such additional amounts as will result in receipt by the Holders of such amounts as would have been received by them had no such withholding or deduction been required, except in the circumstances specified in Terms and Conditions of the Capital Securities Taxation. For a description of certain restrictions on offers, sales and deliveries of the Capital Securities and the distribution of offering material relating to the Capital Securities, see the section on Subscription and Sale below. Approval in-principle has been obtained from the SGX-ST for the listing and quotation of the Capital Securities on the Official List of the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Information Memorandum. Approval inprinciple for the listing and quotation of the Capital Securities is not to be taken as an indication of the merits of the Capital Securities, the Issuer and/or its subsidiaries. The Capital Securities will be traded on the SGX-ST in a minimum board lot size of S$250,000 (or its equivalent in foreign currencies) for so long as the Capital Securities are listed on the SGX-ST. The Capital Securities are not, and are not expected to be, rated by any rating agency. 13

20 Trustee Principal Paying Agent, Calculation Agent, Registrar and Transfer Agent DBS Trustee Limited DBS Bank Ltd. Governing Law Use of Proceeds The Capital Securities will be governed by, and construed in accordance with, the laws of Singapore. The net proceeds from the issue of the Capital Securities (after the deduction of fees, commission and certain expenses) will be used by the Issuer for the purposes of financing the investments and general corporate purposes of the Group. 14

21 SUMMARY FINANCIAL INFORMATION The following tables set forth selected financial information of the Group (i) as at and for the financial year ended 31 March 2010 ( FY 2010 ) and the financial year ended 31 March 2011 ( FY 2011 ), and (ii) as at and for the nine months ended 31 December 2010 and This selected financial information should be read in conjunction with the Group s audited consolidated financial statements including notes thereto for FY 2010 and FY 2011, and the unaudited consolidated condensed financial statements including notes thereto for the nine months ended 31 December The Group s audited consolidated financial statements including notes thereto for FY 2010 and FY 2011, and the unaudited consolidated condensed financial statements including notes thereto for the nine months ended 31 December 2011 are included elsewhere in this Information Memorandum. The Issuer s annual report is available for download at com and copies of the audited annual accounts and the unaudited semi-annual management consolidated profit and loss statement and balance sheet of the Issuer will also be sent to the Trustee in accordance with the provisions of the Trust Deed. The information in the Group s audited consolidated financial statements including notes thereto for FY 2010 and FY 2011, and the unaudited consolidated condensed financial statements including notes thereto for the nine months ended 31 December 2011, has been reproduced from the audited financial statements of the Group for FY 2010 and FY 2011 and the unaudited consolidated condensed financial statements of the Group for the nine months ended 31 December 2011 respectively. They have not been specifically prepared for inclusion in this Information Memorandum. The consolidated condensed financial statements for the nine months ended 31 December 2010 and 2011 have not been audited by the auditors of the Group. Investors should not place undue reliance on the unaudited consolidated condensed financial statements for the nine months ended 31 December 2010 and Highlights of the Group s financial performance for the FY 2010 and FY 2011, and nine months ended 31 December 2010 and 31 December 2011 respectively are set out as follows: Description FY 2010 (audited) S$ FY 2011 (audited) S$ months ended 31 December 2010 (unaudited) S$ months ended 31 December 2011 (unaudited) S$ 000 TOTAL REVENUE 293, , , ,258 Other gains/(losses) - net 60, ,255 37,106 53,444 EXPENSES Cost of development properties sold (19,085) (15,934) (14,646) (7,969) Depreciation of investment properties (36,257) (36,170) (26,665) (26,653) Depreciation of property, plant and equipment (4,447) (4,868) (3,605) (3,667) Maintenance and conservancy expenses (22,981) (23,798) (16,941) (15,895) Project consultancy, property and lease management expenses (1,414) (780) (373) (463) Renovation services expenses (3,671) (2,154) (1,273) (2,723) Employee compensation (60,790) (71,991) (45,795) (55,636) Property taxes (8,630) (7,592) (5,782) (6,167) Other operating expenses (49,151) (52,578) (37,113) (41,398) Finance expenses (36,236) (31,776) (23,339) (23,611) Total expenses (242,662) (247,641) (175,532) (184,182) Share of profit of associated and joint venture companies 21,889 39,991 27,229 58,384 Profit before tax from continuing operations 132, , , ,904 Income taxes (35,722) (34,702) (20,823) (20,410) Profit after tax from continuing operations 97, ,494 95, ,494 Loss from operations related to disposal group classified as held for sale, net of tax - - (585) (452) NET PROFIT 97, ,494 94, ,042 15

22 Description FY 2010 (audited) S$ FY 2011 (audited) S$ months ended 31 December 2010 (unaudited) S$ months ended 31 December 2011 (unaudited) S$ 000 Available-for-sale financial assets fair value gains/(losses) 44,059 (11,385) (8,817) (6,115) Available-for-sale financial assets reclassification to profit or loss following disposal - (14,112) (14,112) - Cash flow hedges fair value losses (2,357) (3,877) (3,356) (2,363) Cash flow hedges reclassification to profit or loss upon settlement 972 2,835 2,064 2,909 Currency translation differences arising from consolidation 6,217 (31,460) (22,920) 891 Currency translation reserve on disposal of a subsidiary charged to other gains/(losses) net 2,276 (712) (712) 11 Currency translation reserve on transfer of an investment in an associated company to assets held for sale charged to other gains/(losses) net (1,564) Share of other comprehensive income of associated companies 4,052 (32,586) (25,228) (12,754) OTHER COMPREHENSIVE INCOME, NET OF TAX 53,655 (91,297) (73,081) (17,421) Other comprehensive income from operations related to disposal group classified as held for sale, net of tax - - (84) 287 TOTAL COMPREHENSIVE INCOME FOR THE YEAR 150,738 99,197 21, ,908 PROFIT ATTRIBUTABLE TO: Equity holder Profit from continuing operations, net of tax 95, ,033 94, ,257 Loss from operations related to disposal group classified as held for sale, net of tax - - (585) (452) 95, ,033 93, ,805 Non-controlling interests 2,034 (539) ,237 97, ,494 94, ,042 TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Equity holder Total comprehensive income from continuing operations, net of tax 143, ,745 28, ,311 Total comprehensive income from operations related to disposal group classified as held for sale, net of tax - - (84) , ,745 27, ,598 Non-controlling interests 6,786 (10,548) (6,427) 15, ,738 99,197 21, ,908 Notes: (1) For FY 2010, the original audited figures were reclassified to reflect the comparative figures in the audited consolidated financial statements for FY 2011 as set out in pages F-36 to F-148 of this Information Memorandum. For FY 2010, PricewaterhouseCoopers LLP was the independent auditor to the Issuer. 16

23 A summary of the balance sheets of the Group as at 31 March 2010, 31 March 2011 and 31 December 2011 respectively is set out as follows: As at 31 March 2010 (audited) S$ As at 31 March 2011 (audited) S$ 000 As at 31 December 2011 (unaudited) S$ 000 Non-Current Assets Deferred Income Tax Assets 31,625 1,165 1,351 Goodwill 111, , ,636 Investment Properties 1,287,489 1,081,993 1,397,527 Investment Properties Under Development 21,143 66, ,642 Property, Plant and Equipment 21,678 19,277 20,584 Investments in Associated and Joint Venture Companies 963, ,765 1,017,843 Other Non-Current Assets Trade and Other Receivables 42,008 68,075 73,939 Deposits Cash and Bank Balances 4,396 4,711 33,125 Derivative Financial Instruments Available-for-Sale Financial Assets 23,577 23,486 23,396 Total Non-Current Assets (a) 2,507,560 2,348,961 2,854,625 Current Assets Properties Under Development ,129 Properties Held for Sale 29,712 9,660 1,694 Available-for-Sale Financial Assets 69,680 36,777 95,790 Derivative Financial Instruments - - 2,247 Consumables Prepayments 11,056 6,671 4,320 Trade and Other Receivables 179, ,598 69,815 Deposits 2,331 2,274 3,166 Cash and Bank Balances 315, , ,956 Assets of Disposal Group Classified as Held For Sale 2,794-31,297 Total Current Assets (b) 611, , ,469 Current Liabilities Trade and Other Payables 152, ,602 98,296 Current Income Tax Liabilities 116,499 95,946 93,121 Borrowings 172, , ,628 Derivative Financial Instruments - 1,242 2,760 Liabilities Directly Associated with Disposal Group Classified as Held For Sale ,939 Total Current Liabilities (c) 441, , ,744 Net Current Assets (d) = (b) (c) 169, , ,725 Non-Current Liabilities Other Payables 43,758 37,258 55,847 Loans from Non-Controlling Interests 151, , ,462 Borrowings 490, , ,861 Deferred Income on Long-Term Leases 177, , ,151 17

24 As at 31 March 2010 (audited) S$ As at 31 March 2011 (audited) S$ 000 As at 31 December 2011 (unaudited) S$ 000 Derivative Financial Instruments 1,669 1,397 1,756 Deferred Income Tax Liabilities 12,107 11,094 47,835 Total Non-Current Liabilities (e) 877, ,941 1,090,912 Net Assets (a) + (d) (e) 1,800,329 1,871,767 1,880,438 Equity Capital and Reserves Attributable to the Company s Equity Holder Share Capital 585, , ,622 Fair Value and Other Reserves (15,463) (96,039) (116,315) Revenue Reserve 1,097,261 1,240,722 1,280,587 Reserve of Disposal Group Classified as Held For Sale ,667,420 1,730,305 1,750,403 Non-Controlling Interests 132, , ,035 Total Equity 1,800,329 1,871,767 1,880,438 Net Gearing Ratio % 14.9% 37.1% Notes: (1) For FY 2010, the original audited figures were reclassified to reflect the comparative figures in the audited consolidated financial statements for FY 2011 as set out in pages F-36 to F-148 of this Information Memorandum. For FY 2010, PricewaterhouseCoopers LLP was the independent auditor to the Issuer. (2) Net gearing ratio denotes total borrowings and loans from non-controlling interests, net of cash and bank balances divided by total equity. Profit and loss statement for FY 2011 versus FY 2010 The Group s revenue for FY 2011 was higher than the previous year by S$25 million, mainly due to higher fund management fee income on the back of performance fee income from A-REIT and higher acquisition fee income, as well as higher agency fees and utilities income and other revenues. Direct costs increased by S$5 million substantially as a result of higher staff costs, utilities expenses and other direct costs, offset by cost savings from finalisation of Food Xchange development costs. In tandem with the partial write back of S$10 million of provisions for impairment of two of the Group s investment properties (in contrast to impairment provisions of S$36 million made in the previous year), as well as favourable share of results in A-REIT and AIDT, the Group doubled its net profit over last year by achieving a net profit of S$190 million. Balance sheet position as at 31 March 2011 versus balance sheet position as at 31 March 2010 Total assets decreased by S$74 million largely due to the disposal of investment properties and the entire stake in Gallant Venture (S$170 million), reversal of deferred tax asset following the finalisation of tax treatment for unamortised land premiums received in respect of land leases sold in prior years (S$30 18

25 million), decrease in properties held for sale (S$20 million), offset by increase in cash and bank balances mainly due to proceeds collected from sale of DBS Asia Hub (S$115 million) and increase in loan to the Group s jointly controlled entity in respect of the Changi Business Park project (S$30 million). Total liabilities decreased by S$145 million mainly due to the Group s repayment of the S$80 million medium term notes, reversal of S$44 million tax provision following the finalisation of tax treatment for unamortised land premiums received in respect of land leases sold in prior years and income tax payment of S$27 million. Profit and loss statement for the nine months ended 31 December 2011 versus nine months ended 31 December 2010 The Group s revenue for the nine months ended 31 December 2011 was higher than for the nine months ended 31 December 2010 by S$14 million. This was mainly due to higher fund management fee income on the back of higher base fee, development fee and acquisition fee earned from A-REIT, A-KOF and ACIBPF, as well as higher agency fee income. The higher fund management and agency fee were offset partially by lower sale of development properties. Total expenses increased by S$9 million substantially as a result of higher staff costs, utilities expenses and other operating expenses partially offset by lower cost of development properties sold. In tandem with the dilution gain as a result of A-REIT private placement partially offset by last year gain on disposal of Gallant Venture, as well as favourable share of results from A-REIT and ACIBPF, the Group achieved a net profit of S$148 million, a 56.4% increase over the same period last year. Balance sheet position as at 31 December 2011 versus balance sheet position as at 31 March 2011 Total assets increased by S$497 million, largely due to the effects of the consolidation of Singapore Suzhou Industrial Holdings Group and Teletech Park Pte Ltd (S$353 million) coupled by an increase in investment properties of S$72 million, increase in investment properties under development of S$83 million, increase in investment in associated companies of S$46 million and an increase in availablefor-sale investments of S$59 million. The increase was offset partially by a decrease in current trade and other receivables of S$139 million mainly due to the settlement by A-REIT for the sale of Neuros & Immunos in March Total liabilities increased by S$489 million, mainly due to the effects of the consolidation of Singapore Suzhou Industrial Holdings Group and Teletech Park Pte Ltd (S$125 million) coupled with an increase in the Group s borrowing of S$374 million. Dividend Payment Track Record The Issuer declared and paid dividends to JTC amounting to approximately S$47.5 million and S$95.5 million in respect of each of FY 2010 and FY 2011, representing 50% of the Issuer s consolidated profit after tax for the relevant financial year. 19

26 USE OF PROCEEDS The net proceeds from the issue of the Capital Securities (after the deduction of fees, commission and expenses in connection with this offering) will be used by the Issuer for the purposes of financing the investments and general corporate purposes of the Group. 20

27 RISK FACTORS The risks described below should be carefully considered before making an investment decision. The risks described below are not the only ones relevant to the Issuer, the Group or the Capital Securities. Additional risks not presently known to the Issuer or that it currently deems immaterial may also impair the Group s business operations. The Group s business, financial condition or results of operations could be materially and adversely affected by any of these risks, which may, as a result, affect the Issuer s ability to fulfil its obligations under the Capital Securities. This Information Memorandum also contains forward-looking statements that involve risks and uncertainties. The Group s actual results could differ materially from those anticipated in these forwardlooking statements as a result of certain factors, including the considerations described below and elsewhere in this Information Memorandum. Prospective investors should also read the detailed information set out elsewhere in this Information Memorandum and reach their own investment views prior to making any investment decision. Risks Relating to the Issuer s Business The outbreak of an infectious disease or any other serious public health concerns in Asia and elsewhere could adversely impact the business, results of operations and financial condition of the Issuer As most of the Issuer s business activities are concentrated in Asia, the outbreak of an infectious disease in Asia and elsewhere, together with any resulting restrictions on travel and/or imposition of quarantines, could have a negative impact on the economy and business activities in Asia, and could thereby adversely impact the revenues and results of the Issuer. There can be no assurance that any precautionary measures taken against infectious diseases will be effective. A future outbreak of an infectious disease or any other serious public health concern in Asia could seriously harm the Issuer s businesses. Terrorist attacks, other acts of violence or war and adverse political developments may affect the business, results of operations and financial condition of the Issuer Terrorist activities in the region have contributed to the substantial and continuing economic volatility and social unrest in Southeast Asia. Any developments stemming from these events or other similar events could cause further volatility. Any significant military or other response by the U.S. and/or its allies or any further terrorist activities could also materially and adversely affect international financial markets and the Singapore economy and may adversely affect the operations, revenues and profitability of the Issuer. The consequences of any of these terrorist attacks or armed conflicts are unpredictable, and the Issuer may not be able to foresee events that could have an adverse effect on its business, results of operations and financial condition. Economic conditions in Asia, where the Issuer s business is concentrated, may adversely affect the business, results of operations and financial condition of the Issuer Most of the Issuer s business activities are concentrated in Asia. As a result, the Group s revenue and results of operations and future growth depend, to a large extent, on the continued growth of the markets in Asia. Over the past five years, currency fluctuations, liquidity shortages, fluctuations in interest rates and other factors have materially and adversely affected the economies of many countries in Asia in general, and particularly in Southeast Asia. The effect of further economic decline in Asia could adversely affect the Issuer s results of operations and future growth. Moreover, some of the countries in Asia in which the Issuer operates and has investments have experienced or continued to experience political instability. The continuation or re-emergence of such political instability in the future could have a material adverse effect on economic and social conditions in those countries. Economic conditions in countries outside of Asia may adversely affect the business, results of operations and financial condition of the Issuer The Issuer is involved in the development, marketing, management and investment in science, business, high-tech and industrial properties both in Asia and the rest of the world. Therefore, the business of the Issuer will be subject to fluctuation in the economic conditions as well as the regulatory controls, property 21

28 and property-related market conditions locally, regionally and globally. Notwithstanding the countries referred to in this Information Memorandum, the Issuer may in future expand its businesses to include other countries. The risk profile of the Issuer therefore, will encompass the risks involved in each of the countries or businesses that the Issuer operates in. The business, financial condition, performance or prospects of the Issuer may be adversely affected by any of such risks. Adverse economic and/or property and property-related developments locally and/or globally may also have a material adverse effect on the business, financial condition, performance or prospects of the Issuer. The global capital markets have experienced, and may continue to experience, significant dislocations and liquidity disruptions arising from, inter alia, the sovereign debt crisis in Europe and the downgrade of long-term credit rating of United States government-sponsored enterprises. These and other related events have had and continue to have a significant impact on the global credit markets and financial markets as a whole which may have a negative impact on the business, financial condition, performance or prospects of the Issuer, which may in turn affect the Issuer s ability to fulfil its payment obligations under the Capital Securities. The Issuer s overseas business is subject to the macro-economic policies and austerity measures of foreign governments, in both Asia and abroad The property sectors in the countries in which the Issuer has business are subject to the macro-economic policies and austerity measures of the respective governments. For instance, the Chinese government adjusts its monetary and economic policies to prevent and curtail the overheating of the national and provincial economies, which may affect the real estate markets in which the Issuer operates. Any action by the Chinese government concerning the economy or the real estate sector in particular could have a material adverse effect on the Issuer s financial condition and results of operations. Policies and measures introduced and which may be introduced by the Chinese government may lead to changes in market conditions, including price instability and an imbalance between supply of and demand for properties in China. The central and local authorities may continue to adjust interest rates, tax rates and other economic policies or impose other regulations or restrictions that may have an adverse effect on the property market in China, which may adversely affect the Issuer s business. The Issuer s business is subject to laws and regulations of foreign countries The Issuer s overseas operations are subject to the regulations of the respective national, city and provincial governments. Real estate laws differ from country to country and the Issuer s business may not always enjoy the same level of legal rights or protection that it is afforded in Singapore. For instance, the real estate laws and in particular, the laws relating to the rights of foreign investors are often unclear in China. China may not accord equivalent rights (or protection of such rights) to those rights investors might expect in other countries that have more transparent real estate laws and regulations. Furthermore, it may be more difficult for the Issuer to obtain effective enforcement of its rights by legal or arbitral proceedings in China than in countries with more mature legal systems. As the legal system in China develops new laws, the changes to existing laws and the pre-emption of local regulations by national laws could have an adverse effect on the business and the results of the Issuer. Furthermore, any potential enforcement of existing laws by the Issuer may be uncertain, which may also arise by reason of the different interpretation of the laws by local or provincial authorities. The Issuer s business may be affected by interest rate fluctuations As at 31 December 2011, the Issuer has a consolidated debt of approximately S$1,169 million. Approximately 54% of the debt either bears fixed interest rates or is fully hedged. The balance bears floating interest rates. Consequently, the interest cost to the Group for the floating interest rate debt will be subject to fluctuations in interest rates. As a result, its operations or financial conditions could potentially be adversely affected by interest rate fluctuations. 22

29 The Issuer s business may be affected by exchange rate fluctuations The Group s revenues, costs and capital expenditure are mainly denominated in Singapore dollars, Renminbi, Indian rupees, Philippine peso and Korean won. Consequently, portions of the Group s costs and its margins are affected by fluctuations in the exchange rates among the above-mentioned currencies. Although the Group engages in certain hedging activities to mitigate currency exchange rate exposure, the impact of future exchange rate fluctuations between the Singapore dollar and other currencies on the Group s cost of sales and margins cannot be accurately predicted. Some of the currencies may not be convertible or exchangeable or may be subject to exchange controls. The Group is subject to restrictions in repatriation of funds The Group may be subject to foreign exchange controls that may adversely affect the ability to repatriate the income or proceeds of rental or sale arising from the Issuer s properties that are located outside of Singapore. Repatriation of income, capital and the proceeds of rental or sale may require the consent of the relevant governments. Delays in or a refusal to grant any such approval, a revocation or variation of consents previously granted, or the imposition of new restrictions may adversely affect the Issuer s business, results of operations and financial condition. The Issuer faces increasing competition in its key markets The Issuer s real estate business competes with both domestic and international companies with respect to factors such as location, facilities, supporting infrastructure, services and pricing. Intensified competition between real estate developers may result in increased costs for land acquisition, oversupply of properties and delays in the approval process for new property developments by the relevant government authorities all of which may adversely affect the Issuer s property development business. Some of these companies have significant financial resources, marketing and other capabilities. Domestic companies in the overseas markets have extensive knowledge of the local real estate markets and a longer operational track record in their respective domestic markets. International companies are able to capitalise on their overseas experience and greater financial resources to compete in the markets in which the Issuer has an overseas presence. As a result, there can be no assurance that the Issuer will be able to compete successfully in the future against its existing or potential competitors or that increased competition with respect to the Issuer s activities may not have a material adverse effect on the business, financial condition and results of operations. Furthermore, such competition may limit the Issuer s opportunities to invest in projects that could potentially add value. The Issuer could face the risks of declining rental rates The amount of cash flow available to the Issuer will depend in part on its ability to continue to let its properties on economically favourable terms. As most of the income of the Issuer from the properties is derived from rentals, the cash flow could be adversely affected by any significant decline in the rental rates at which it is able to lease its properties and to renew existing leases or attract new tenants. There can be no assurance that rental rates will not decline at some point during the period from the issue of the Capital Securities until their redemption and that such decline will not have an adverse effect on the cash flow of the Issuer. Loss of anchor tenants could directly and indirectly reduce the future cash flows of the Issuer The Issuer s ability to lease any properties and the value of the Issuer s properties could be adversely affected by the loss of an anchor tenant in the event that an anchor tenant relocates or files for bankruptcy or insolvency or experiences a downturn in its business. Space that has been vacated by an anchor tenant can reduce the demand for and value of other properties because of the departure of an anchor tenant may reduce the number of visitors to the property. In addition, as some of the Issuer s anchor tenants may be related to each other, the risk of such 23

30 loss is concentrated and could affect the Issuer s other properties if it should occur. Any of these events could materially and adversely affect the Issuer s business, results of operations, financial condition and the future cash flows of the Issuer. Certain construction risks may arise during the building of any new property Construction of new developments entails significant risks, including shortages of materials or skilled labour, unforeseen engineering, environmental or geological problems, work stoppages, litigation, weather interference, floods and unforeseen cost increases, any of which could give rise to delayed completions or cost overruns. Difficulties in obtaining any requisite licences, permits, allocations or authorisations from regulatory authorities could also increase the cost, or delay the construction or opening of, new developments. All of these factors may affect the Issuer s business, results of operations, financial condition and the future cash flows of the Issuer. The Group may suffer an uninsured loss The Group maintains insurance policies covering both its assets and employees in line with general business practices in Singapore in the real estate industry, with policy specifications and insured limits that the Group believes are adequate. There are, however, certain types of losses (such as those resulting from wars, acts of terrorism or acts of God) that generally are not insured because they are either uninsurable or not economically insurable. Should an uninsured loss or a loss in excess of insured limits occur, the Group could be required to pay compensation and/or lose capital invested in the property, as well as anticipated future revenue from that property. The Group would also remain liable for any debt that is with recourse to the Group and may remain liable for any mortgage indebtedness or other financial obligations related to the relevant property. Any such loss could adversely affect the results of operations and financial condition of the Issuer. No assurance can be given that material losses in excess of insurance proceeds will not occur in the future or that adequate insurance coverage for the Group will be available in the future on commercially reasonable terms or at commercially reasonable rates. The Group may be involved in legal and other proceedings arising from its operations from time to time The Group may be involved from time to time in disputes with various parties involved in the development and lease of its properties such as contractors, sub-contractors, suppliers, construction companies, purchasers and tenants. These disputes may lead to legal or other proceedings, and may cause the Group to incur additional costs and delays. In addition, the Group may have disagreements with regulatory bodies in the course of its operations, which may subject it to administrative proceedings and unfavourable orders, directives or decrees that result in financial losses and delay the construction or completion of its projects. The Issuer may encounter problems with its joint ventures that may adversely affect its business The Issuer has, and expects in the future to have, interests in joint venture entities in connection with its property development plans. Disagreements may occur between the Issuer and its joint venture partners regarding the business and operations of the joint ventures that may not be resolved amicably. In addition, the Issuer s joint venture partners may (i) have economic or business interests or goals that are inconsistent with those of the Issuer; (ii) take actions contrary to the Issuer s instructions, requests, policies or objectives; (iii) be unable or unwilling to fulfill their obligations; (iv) have financial difficulties; or (v) have disputes with the Issuer as to the scope of their responsibilities and obligations. Any of these and other factors may materially and adversely affect the performance of the Issuer s joint ventures, which may in turn materially and adversely affect the Issuer s business, results of operations and financial condition and the future cash flows of the Issuer. The Issuer may not be able to successfully implement its business strategies or manage its growth successfully In this Information Memorandum, the strategies for the Issuer s businesses are set out in the section titled The Issuer Business Strategy. In determining its strategies, the Issuer has made certain assumptions about the future economic performance of the countries and industries in which it operates. The ability of the Issuer to implement its strategies successfully is dependent on various factors, including but not limited to the ability to manage its existing businesses, to identify suitable opportunities to grow its 24

31 businesses, to obtain additional financing to fund its operations and support its growth, to retain its key employees and to attract and retain tenants as well as the competition the Issuer faces in its businesses. In the event that the Issuer is not able to successfully implement its business strategies, this may adversely affect the financial condition of the Issuer, which may in turn affect the Issuer s ability to fulfil its payment obligations under the Capital Securities. Declines in property values may lead to downward revaluations of the properties of the Group which may adversely affect its property value and profitability The Group owns commercial properties in 10 countries, including Singapore, China, India, South Korea and the Philippines. There is no assurance that property prices in any of these countries will not decrease such that a downward revaluation of the properties is required. Further, there is no assurance that the Issuer s properties will retain the price at which they may be valued or that the Issuer s investment in such properties will be realised at the valuations or property values it has recorded or reflected in its financial statements or in this Information Memorandum. Therefore, the price at which the Issuer may sell or lease any part or the whole of the properties may be lower than the valuation for those properties. The Issuer may be adversely affected by physical damage to or defects in its properties; renovation or asset enhancement works to the properties of the Issuer may disrupt the operations of these properties and collection of rental income Physical damage to the properties resulting from fire or other causes and design or construction defects in the Issuer s properties may lead to additional capital expenditure, repair or maintenance expenditure, business interruption, or payment of damages or other obligations to third parties, and may in turn result in an adverse impact on the business, financial condition, results of operations and prospects of the Issuer. The properties of the Issuer may need to undergo renovation or asset enhancement works from time to time and may also require unforeseen ad hoc maintenance or repairs. The business and operations of the properties during such renovation or asset enhancement works and consequently, the revenue generated by such properties may suffer some disruption. The costs of maintaining a commercial property and the risk of unforeseen maintenance or repair requirement tend to increase over time as the building ages. The Issuer is dependent upon contractors and third party service providers for the provision of various services The Issuer engages contractors to provide construction services in respect of its property development business. There is no assurance that the services rendered by the contractors or third party service providers engaged by the Issuer will be satisfactory or match the level of quality required by the Issuer. Moreover, the Issuer s contractors or service providers may experience financial or other difficulties such as procuring foreign labour that may affect their ability to carry out the work for which they were contracted, thus delaying the completion of the Issuer s property development projects. Any interruption or termination in the services or deterioration in the performance of the Issuer s contractors or third party service providers may cause serious disruptions to the business, service levels and reputation of the Issuer, and negatively impact the profitability, financial performance and reputation of the Issuer, and may also result in litigation and damages claims made against the Issuer. If the Issuer s arrangements with any of its contractors or third party service providers are terminated, the Issuer may have to source for alternative contractors and/or service providers and there is no assurance that these engagements will be on terms no less favourable to the Issuer as compared to the Issuer s existing arrangements. 25

32 Risks Associated with an Investment in the Capital Securities The Capital Securities may not be a suitable investment for all investors Each potential investor in the Capital Securities must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should: have sufficient knowledge and experience to make a meaningful evaluation of the Capital Securities, the merits and risks of investing in the Capital Securities and the information contained or incorporated by reference in this Information Memorandum; have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Capital Securities and the impact such investment will have on its overall investment portfolio; have sufficient financial resources and liquidity to bear all of the risks of an investment in the Capital Securities; understand thoroughly the terms of the Capital Securities; and be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic and other factors that may affect its investment and its ability to bear the applicable risks. The Capital Securities are complex financial instruments. Sophisticated institutional investors generally do not purchase complex financial instruments as stand-alone investments. They purchase complex financial instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall portfolios. A potential investor should not invest in the Capital Securities which are complex financial instruments unless it has the expertise (either alone or with the help of a financial adviser) to evaluate how the Capital Securities will perform under changing conditions, the resulting effects on the value of such Capital Securities and the impact this investment will have on the potential investor s overall investment portfolio. The Capital Securities are perpetual securities and investors have no right to require redemption The Capital Securities are perpetual and have no maturity date. The Issuer is under no obligation to redeem the Capital Securities at any time and the Capital Securities can only be disposed of by sale. Holders who wish to sell their Capital Securities may be unable to do so at a price at or above the amount they have paid for them, or at all, if insufficient liquidity exists in the market for the Capital Securities. The Issuer s obligations under the Capital Securities are subordinated The obligations of the Issuer under the Capital Securities will constitute unsecured and subordinated obligations of the Issuer. In the event that an order is made or an effective resolution is passed for the winding-up of the Issuer, the rights and claims of the Holders to receive payments in respect of the Capital Securities will (subject to and to the extent permitted by applicable law) rank senior to the rights and claims of holders of Junior Obligations and pari passu with the rights and claims of any Parity Creditors or holders of Parity Obligations, but junior to the rights and claims of all other creditors. In the event of a shortfall of funds on a winding-up of the Issuer, there is a real risk that an investor in the Capital Securities will lose all or some of its investment and will not receive a full return of the principal amount or any unpaid amounts due under the Capital Securities. In addition, there is no restriction on the amount of securities or other liabilities which the Issuer may issue or incur and which rank senior to, or pari passu with, the Capital Securities. The issue of any such securities or the incurrence of any such other liabilities may reduce the amount (if any) recoverable by Holders in the event that an order is made or an effective resolution is passed for the winding-up of the Issuer and/or may increase the likelihood of a deferral of Distribution under the Capital Securities. 26

33 Holders may not receive Distribution payments if the Issuer elects to defer Distribution payments under the Conditions The Issuer may, at its sole discretion, elect to defer any scheduled payment of Distribution on the Capital Securities for any period of time and such deferred Distribution shall constitute Arrears of Distribution. The Issuer is subject to certain restrictions in relation to, inter alia, the payment of dividends on its Junior Obligations and Parity Obligations and the redemption and repurchase of its Junior Obligations and Parity Obligations until all Arrears of Distribution and Additional Distribution Amounts are paid. The Issuer is not subject to any limit as to the number of times Distributions can be deferred pursuant to the Conditions, subject to compliance with certain restrictions. Although, following a deferral, Arrears of Distributions are cumulative, subject to the Conditions, the Issuer may defer their payment for an indefinite period of time by delivering the relevant deferral notices to the Holders. Any such deferral of Distribution (including Arrears of Distribution) shall not constitute a default for any purpose unless, in the case of a deferral, such payment is required in accordance with Condition 4 (Distribution Deferral). Any deferral of Distribution will likely have an adverse effect on the market price of the Capital Securities. In addition, as a result of the Distribution deferral provision of the Capital Securities, the market price of the Capital Securities may be more volatile than the market prices of other debt securities on which original issue discount or interest accrues that are not subject to such deferrals and may be more sensitive generally to adverse changes in the Issuer s or the Group s financial condition. The Capital Securities may be redeemed at the Issuer s option on certain dates on or after First Call Date or the occurrence of certain other events The Conditions provide that the Capital Securities are redeemable at the Issuer s option, in whole but not in part, on any Distribution Payment Date falling on or after the First Call Date at their principal amount together with Distributions accrued to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount, if applicable). In addition, the Issuer also has the right to redeem the Capital Securities, in whole but not in part, at their principal amount together with Distributions accrued to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount, if applicable) if (a) as a result of any changes or amendments to the SFRS (or any other accounting standards that may replace SFRS for the purposes of the consolidated financial statements of the Issuer) or other internationally generally accepted accounting standards that the Issuer has adopted for the purposes of the preparation of its audited consolidated financial statements, the Capital Securities may no longer be recorded as equity in the audited consolidated financial statements of the Issuer prepared in accordance with the Relevant Accounting Standard, (b) it has or will become obliged to pay additional amounts as provided or referred to in Condition 7 (Taxation) as a result of any change in, or amendment to, the laws or regulations of Singapore or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the Issue Date and such obligations cannot be avoided by the Issuer taking reasonable measures available to it or (c) as a result of (i) any amendment to, or change in, the laws (or any rules or regulations thereunder) of Singapore or any political subdivision or any taxing authority thereof or therein which is enacted, promulgated, issued or becomes effective otherwise on or after the Issue Date, (ii) any amendment to, or change in, an official and binding interpretation of any such laws, rules or regulations by any legislative body, court, governmental agency or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory determination) which is enacted, promulgated, issued or becomes effective otherwise on or after the Issue Date or (iii) any applicable official interpretation or pronouncement that provides for a position with respect to such laws or regulations that differs from the previous generally accepted position which is issued or announced on or after the Issue Date, payments by the Issuer would no longer, or within 90 days of the date of the opinion referred to in Condition 5(e) (Redemption for tax deductibility reasons) would not be fully deductible by the Issuer for Singapore income tax purposes. The Issuer may also redeem the Capital Securities, in whole but not in part, at their principal amount together with Distributions accrued to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount, if applicable) (a) if the aggregate principal amount of the Capital Securities outstanding is less than 10 per cent. of the aggregate principal amount originally issued or (ii) following the occurrence of a Change of Control. 27

34 The date on which the Issuer elects to redeem the Capital Securities may not accord with the preference of individual Holders. This may be disadvantageous to Holders in light of market conditions or the individual circumstances of a Holder. In addition, an investor may not be able to reinvest the redemption proceeds in comparable securities at an effective distribution rate at the same level as that of the Capital Securities. There are limited remedies for non-payment under the Capital Securities Any scheduled payment of Distribution will not be due if the Issuer elects to defer that Distribution pursuant to the Conditions. Notwithstanding any of the provisions relating to non-payment defaults, the right to institute winding-up proceedings is limited to circumstances where payment under the Capital Securities has become due in accordance with the Conditions. The only remedy against the Issuer available to any Holder for recovery of amounts in respect of the Capital Securities will be instituting winding-up proceedings and/or proving and/or claiming in winding-up in respect of any of the Issuer s payment obligations arising from the Capital Securities. Holders may be subject to Singapore taxation The Capital Securities are intended by the Issuer to be qualifying debt securities for the purposes of the Income Tax Act, Chapter 134 of Singapore ( Income Tax Act ), subject to the fulfilment of certain conditions more particularly described in the section Taxation Singapore Taxation. However, there is no assurance that such Capital Securities will continue to enjoy the tax concessions should the relevant tax laws be amended or revoked at any time. In addition, the tax concessions for qualifying debt securities may not be available if the Inland Revenue Authority of Singapore ( IRAS ) does not regard the Capital Securities as debt securities for Singapore income tax purposes. Tax Treatment of the Capital Securities is unclear An advance tax ruling has been requested from the IRAS to confirm, amongst other things, whether the IRAS would regard the Capital Securities as debt securities for the purposes of the Income Tax Act, and the Distributions (including Arrears of Distribution and any Additional Distribution Amounts) as interest payable on indebtedness such that Holders may enjoy the tax concessions and exemptions available for qualifying debt securities under the qualifying debt securities scheme, as set out in the section Taxation Singapore Taxation, provided that the relevant conditions are met. Should the IRAS, in giving its confirmation, impose additional tax disclosure requirements on the Issuer or other conditions and the Issuer decides, in its sole and absolute discretion, not to comply with these additional tax disclosure requirements or conditions, the Capital Securities may not be regarded as qualifying debt securities and Holders thereof may not be eligible for the tax exemption or concessionary tax rates under the qualifying debt securities scheme. There is no guarantee that a favourable ruling will be obtained from the IRAS. If, on the other hand, the IRAS rules that the Capital Securities are not debt securities for the purposes of the Income Tax Act, the tax treatment to Holders may differ, as set out in the section Taxation Singapore Taxation. In addition, under such circumstances, no tax deduction may be allowed to the Issuer on the Distributions (including Arrears of Distribution) payable on the Capital Securities. No assurance, warranty or guarantee is given on the tax treatment to Holders in respect of the Distributions payable to them (including Arrears of Distribution and Additional Distribution Amounts). Holders should therefore consult their own accounting and tax advisers regarding the Singapore income tax consequences of their acquisition, holding and disposal of the Capital Securities. The Capital Securities are not, and are not expected to be, rated by any rating agency No rating agency has assigned a rating to the Capital Securities. A rating typically addresses the Issuer s ability to make payments of principal and Distributions on the Capital Securities, and associated credit risks. The lack of a rating may adversely affect the market price and liquidity of the Capital Securities. 28

35 There is no active trading market for the Capital Securities The Capital Securities are new securities which may not be widely distributed and for which there is currently no active trading market. If the Capital Securities are traded after their initial issuance, they may trade at a discount to their initial offering price, depending upon prevailing interest rates, the market for similar securities, general economic conditions and the financial condition of the Issuer. Accordingly, there is no assurance as to the development or liquidity of any trading market for the Capital Securities. Even if an active trading market were to develop, the Capital Securities could trade at prices that may be lower than the initial offering price. Future trading prices of the Capital Securities will depend on many factors, including, but not limited to: prevailing interest rates and interest rate volatility; the market for similar securities; the Issuer s operating and financial results; the publication of earnings estimates or other research reports and speculation in the press or the investment community; changes in the Issuer s industry and competition; and general market, financial and economic conditions. Securities law restrictions on the resale may impact Holders ability to sell the Capital Securities The Capital Securities have not been registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction. Unless and until they are registered, the Capital Securities may not be offered, sold or resold except pursuant to an exemption from registration under the Securities Act and applicable state laws or in a transaction not subject to such laws. The Capital Securities are being offered and sold only outside the US in reliance on Regulation S under the Securities Act ( Regulation S ). Hence, future resales of the Capital Securities may only be made pursuant to an exemption from registration under the Securities Act and applicable state laws or in a transaction not subject to such laws. Modification, waivers and substitution The Conditions contain provisions for calling meetings of Holders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Holders, including Holders who did not attend and vote at the relevant meeting and Holders who voted in a manner contrary to the majority. The Conditions also provide that the Trustee may agree, without the consent of Holders, to (i) any modification of any of the provisions of the Trust Deed that is of a formal, minor or technical nature, is made to correct a manifest error or to comply with mandatory provisions of Singapore law or is required by the Depository and/or any other clearing system in which the Capital Securities may be held and (ii) any other modification (except as mentioned in the Trust Deed), and any waiver or authorisation of any breach or proposed breach, of any of the provisions of the Trust Deed that is in the opinion of the Trustee not materially prejudicial to the interests of the Holders. The Conditions further provide that if a Special Event has occurred and is continuing, then the Issuer may, without the consent of Holders, subject to the provisions of Condition 11(c) (Substitution or Variation) having been satisfied as to certain matters and having given not less than 30 nor more than 60 days irrevocable notice to the Holders, the Trustee and the Agents, at any time either (i) substitute all, but not some only, of the Capital Securities for, or (ii) vary the terms of the Capital Securities with the effect that they remain or become (as the case may be), Qualifying Securities. 29

36 Because the Global Certificate is held by or on behalf of the Depository, investors will have to rely on their procedures for transfer, payment and communication with the Issuer The Capital Securities will be represented by the Global Certificate except in certain limited circumstances described under Summary of the Provisions relating to the Capital Securities while in Global Form. The Global Certificate will be deposited with, and registered in the name of, the Depository. Except in certain limited circumstances described under Summary of the Provisions Relating to the Capital Securities while in Global Form, investors will not be entitled to receive Certificates. The Depository will maintain records of the beneficial interests in the Global Certificate. While the Capital Securities are represented by the Global Certificate, investors will be able to trade their beneficial interests only through the Depository. The Issuer will discharge its payment obligations under the Capital Securities by making payments to or to the order of the Depository for distribution to its accountholders. A holder of a beneficial interest in the Global Certificate must rely on the procedures of the Depository to receive payments under the Capital Securities. The Issuer has no responsibility or liability for the records relating to, or payments made in respect of, beneficial interests in the Global Certificate. Holders of beneficial interests in the Global Certificate will not have a direct right under the Global Certificate to take enforcement action against the Issuer in the event of a default under the Capital Securities but will have to rely upon the Trustee to enforce their rights under the Trust Deed. Exchange rate risks and exchange controls The Issuer will pay Distributions, Arrears of Distributions, Additional Distribution Amounts and principal on the Capital Securities in Singapore dollars. This presents certain risks relating to currency conversions if an investor s financial activities are denominated principally in a currency or currency unit (the Investor s Currency ) other than Singapore dollars. These include the risk that exchange rates may change significantly (including changes due to devaluation of Singapore dollars or revaluation of the Investor s Currency) and the risk that authorities with jurisdiction over the Investor s Currency may impose or modify exchange controls. An appreciation in the value of the Investor s Currency relative to Singapore dollars would decrease (i) the Investor s Currency-equivalent yield on the Capital Securities, (ii) the Investor s Currency-equivalent value of the principal payable on the Capital Securities and (iii) the Investor s Currency-equivalent market value of the Capital Securities. Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less Distributions, Arrears of Distributions, Additional Distribution Amounts or principal than expected, or no Distributions, Arrears of Distributions, Additional Distribution Amounts or principal. The Issuer may raise other capital which affects the price of the Capital Securities The Issuer may raise additional capital through the issue of other securities or other means. There is no restriction, contractual or otherwise, on the amount of securities or other liabilities which the Issuer may issue or incur and which rank senior to, or pari passu with, the Capital Securities. The issue of any such securities or the incurrence of any such other liabilities may reduce the amount (if any) recoverable by holders on a winding-up of the Issuer or may increase the likelihood of a deferral of Distributions under the Capital Securities. The issue of any such securities or the incurrence of any such other liabilities might also have an adverse impact on the trading price of the Capital Securities and/or the ability of Holders to sell their Capital Securities. Legal investment considerations may restrict certain investments The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (i) the Capital Securities are legal investments for it, (ii) the Capital Securities can be used as collateral for various types of borrowing and (iii) other restrictions apply to its purchase or pledge of any Capital Securities. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of the Capital Securities under any applicable risk-based capital or similar rules. 30

37 CAPITALISATION AND INDEBTEDNESS The table below sets forth the Group s capitalisation and indebtedness as at 31 December This table should be read in conjunction with the consolidated financial statements and related notes appearing elsewhere in this Information Memorandum. As at 31 December 2011 Unaudited (In S$ 000) Short-Term Borrowings (repayable within one year) Bank borrowings ,628 Total short-term borrowings ,628 Long-Term Borrowings (repayable after one year) Bank borrowings ,861 Loans from non-controlling interests ,462 Total long-term borrowings ,323 Total Borrowings... 1,168,951 Cash and bank balances (Current) ,956 Cash and bank balances (Non-current)... 33,125 Total cash and bank balances ,081 Total borrowings, net of cash and bank balances ,870 Total Equity Issued and fully paid-up capital ,622 Reserves... 1,164,781 Equity Attributable to Equity Holder of the Issuer... 1,750,403 Non-Controlling Interests ,035 Total Capitalisation... 1,880,438 Total Capitalisation and Indebtedness... 2,578,308 31

38 THE ISSUER HISTORY AND BACKGROUND The Issuer was incorporated in Singapore as a private limited liability company on 20 December 2000, through the merger of JTCI and Arcasia Land. The Issuer is currently 100% owned by JTC. The Issuer is one of Asia s leading providers of business space covering high-tech, science, business and industrial parks, and customised developments for a host of industries. It manages a portfolio of properties across Asia, with a significant presence in 10 countries across major markets in Asia, including Singapore, China, India, South Korea and the Philippines. It has one of the largest footprints across Asia, with 30 years of experience servicing a global clientele of more than 2,000 customers, including Fortune 500 companies, leading local enterprises, research institutions and multi-national corporations, with which the Issuer has cultivated long-standing relationships in Singapore, China and India. In March 2012, the Issuer, with joint venture partner, Sino-Singapore Guangzhou Knowledge City Investment and Development Co Ltd, celebrated the groundbreaking of the integrated development, Ascendas OneHub in Guangzhou Knowledge City. In February 2011, the Issuer, in a joint venture with Citramas Nusaterra Pte. Ltd., broke ground for a 10- storey development, Infinite Studios, Singapore s first building specially customised to cater to the needs of the media industry at Mediapolis@one-north. As at 31 December 2011, the AUM by the Issuer totalled approximately 52 million sq ft of business space, with an aggregate open market value of approximately S$12.2 billion. Major projects developed by the Group include the Singapore Science Park and Changi Changi Business Park in Singapore, the Dalian Ascendas IT Park and the Ascendas-Xinsu Development in China, the International Tech Park Bangalore in India and the Carmelray Industrial Park II in the Philippines. The Issuer has also demonstrated a consistent track record in managing listed real estate trusts through its management of its maiden fund and Singapore s first business space trust, A-REIT which was listed on the SGX-ST in November In November 2006, the Issuer invested in a private equity office real estate fund in South Korea, A-KOF. The Issuer also launched the ACCF and the ASEAN Fund in June 2007, as well as the ACIBPF in July In June 2007, the Issuer launched the S$500 million AIDT, the Group s first development fund to invest in integrated development real estate projects in India. In August 2007, the Issuer successfully listed a-itrust, Asia s first listed Indian property trust, which was formed from AIITPT, established in June In November 2007, the Issuer created and co-invested in A-KIF, which focuses on logistics and warehousing properties in Korea. In May 2008, the Issuer created and co-invested in the second Korea office real estate fund, A-KOF2. BUSINESS STRATEGY The mission of the Issuer is to acquire, create and manage distinctive spaces that inspire innovation and excellence in its customers and users within a secure and sustainable integrated community, comprising mixed-use developments anchored by business space. The Group s business space solutions include science, business and IT parks, high-tech and industrial facilities, offices and commercial space, logistics and distribution properties, ready-built and BTS facilities. The Issuer will focus on the Asian property markets in which it currently has operations. Besides honing its business development capabilities, the Issuer will explore new niche markets, enhance its asset management and customer service competencies to maximise profitability and strengthen its overall competitiveness. The Issuer intends to attract selected customers and investors, rapidly increase the scale of its operations within Asia and in doing so, establish its dominance as the premier provider of business space solutions in Asia. 32

39 The Issuer will continue to extend its leasing, marketing, facilities management, development and project management services to external customers and the funds it manages, as part of expanding its feebased strategy concurrent to its asset-light strategy. The Issuer is constantly exploring opportunities to recycle its capital and to raise its fee-based income through the setting-up of private funds or accessing the public markets via initial public offerings. It is also looking at expanding its real estate services and fund management business into adjacent market segments. PRINCIPAL BUSINESS ACTIVITIES The principal business activities of the Issuer consist of three main categories real estate development and investment, real estate services and fund management. The Issuer is a premier provider of business space solutions in Singapore and abroad. Its substantial portfolio consists of a variety of property types, namely science, business and IT parks, high-tech and industrial facilities, offices and commercial space, logistics and distribution properties, ready-built and BTS spaces. Beyond the development of and investment in real estate, the Issuer also provides real estate services that include property and facilities management, fit-out services and plug-and-play solutions. The Issuer also leads in business space-related offerings via funds, principally A-REIT, AIDT, a-itrust, the ASEAN Fund, ACCF, ACIBPF, A-KIF, A-KOF and A-KOF2. 1. Real Estate Developments and Investment Science, Business and IT Parks As at 31 December 2011, the Issuer s portfolio of science, business and IT parks totalled approximately 527,061 square metre ( sqm ) and is listed as follows: Science Parks Singapore Name of Building Location of Building Tenure Total Net Lettable Area ( NLA ) (sqm) Effective Stake Valuation The Chadwick Science Park I 99-year leasehold (from 1 June 1982) The Curie Science Park I 99-year leasehold (from 1 June 1982) The Cavendish Science Park I 99-year leasehold (from 1 June 1982) CINTECH I * Science Park I 99-year leasehold (from 1 June 1982) 6, % S$21,500,000 6, % S$24,000,000 7, % S$27,000,000 11, % CINTECH II * Science Park I 99-year leasehold (from 1 June 1982) CINTECH III * Science Park I 99-year leasehold (from 1 June 1982) CINTECH IV * Science Park I 99-year leasehold (from 1 June 1982) 8, % 8, % 10, % S$183,000,000 The Faraday Science Park I 99-year leasehold (from 1 June 1982) 5, % S$20,150,000 33

40 Name of Building Location of Building Tenure Total Net Lettable Area ( NLA ) (sqm) Effective Stake Valuation The Fleming Science Park I 99-year leasehold (from 1 June 1982) The Franklin Science Park I 99-year leasehold (from 1 June 1982) The Maxwell Science Park I 99-year leasehold (from 1 June 1982) The Mendel Science Park I 99-year leasehold (from 1 June 1982) Pascal/Pasteur Science Park I 99-year leasehold (from 1 June 1982) The Aquarius Science Park II 99-year leasehold (from 24 March 1993) The Galen Science Park II 99-year leasehold (from 15 February 2001) The Kendall Science Park II 99-year leasehold (from 15 February 2001) 5, % S$20,150,000 7, % S$28,500,000 4, % S$15,400,000 5, % S$15,900,000 33, % S$103,000,000 3, % S$12,900,000 21, % S$126,400,000 16, % S$90,600,000 * Note: CINTECH I, CINTECH II, CINTECH III and CINTECH IV have subsequently been disposed of by the Issuer to A-REIT for a consideration of S$183 million the valuation disclosed is based on the consideration. The Science Park properties house tenants that are primarily involved in R&D activities, particularly in areas of chemical products, life sciences, software development and IT. The overall average occupancy of the Science Park properties as at 31 December 2011 is 88.6%. The three largest key tenants are AvanStrate Asia Private Limited, DSO National Laboratories and Quintiles East Asia Pte Ltd. The average base rent of each of the Science Park properties is S$34.66 per sqm per month. Each of the properties has an average lease term of two to three years, with an option to extend for another two or three years. Business Parks Singapore Name of Building Location of Building Tenure Total NLA (sqm) Effective Stake Valuation ICON@IBP International Business Park years leasehold (from 1 January 2008) 33, % S$116,000,000 34

41 The overall average occupancy of as at 31 December 2011 is 65.3%. It currently houses tenants that are primarily involved in R&D activities such as prototype making, product design and application in infrastructure technology. The base rent of is S$34.66 per sqm per month. It has an average lease term of three to five years. IT Parks Overseas Name of Building Location of Building Tenure Total Leasable Area (sqm) Effective Stake Valuation Dalian Ascendas IT Park Dalian, China 50-year leasehold (till September 2055) 72,421 (Phase 1) 50% S$74,000,000 Dalian Ascendas IT Park Dalian, China 50-year leasehold (till September 2055) 71,112 (Phase 2) 50% S$72,000,000 Ascendas Innovation Hub, Xi an Xi an, China 46-year leasehold (till May 2051) 34,112 80% S$35,900,000 Ascendas ihub Nanjing Nanjing, China 50-year leasehold (till April 2055) 46, % S$35,560,000 Singapore- Hangzhou Science and Technology Park Hangzhou, China 50-year leasehold (till September 2056) 42,820 (Phase 1A) 80% S$49,260,000 Ascendas ihub Suzhou Suzhou, China 50-year leasehold (till September 2058) 38,864 (Phase 1A) 100% S$54,000,000 International Tech Park Pune Pune, India 95-year leasehold (till February 2103) 58,024 (Phase 1) 74% S$54,158,000 The base rent of each of the IT Park or Science and Business Park properties located in China is approximately S$7.48 per sqm per month. Each of the properties has an average lease term of two or three years. A joint venture between the Issuer and Dalian Software Park Co Ltd culminated in the establishment of Dalian Ascendas IT Park ( DAITP ). This property boasts a premier IT park address in the heart of Dalian, China s leading software city. DAITP promises an inspiring international business lifestyle which is second to none. It integrates a perfect blend of hard and soft infrastructure to create an ideal ambience for business excellence and innovation. Spread over 34 hectares of lushly landscaped grounds with a picturesque sea view, DAITP s environment features state-of the-art business space and superb lifestyle amenities. DAITP was master-planned by the renowned American architectural firm, Gensler & Associates Architects Inc. It is located just 10 minutes away from Phase 1 of the Dalian Software Park and is an integral part of the larger technology eco-system. It will be well connected to valuable resources, with other like-minded global corporations such as General Electric Co. Ltd, IBM Co. Ltd, Dell Co. Ltd, Matsushita Electric Co. Ltd, South Asian Pacific Co. Ltd, Hewlett Packard Co., Accenture Co. Ltd, Sony Corp. and Panasonic Co. Ltd in close proximity. 35

42 Ascendas ihub Nanjing is an integrated cluster of five high-tech office buildings in a well-planned and lush environment located in the Jiangning district, one of the leading provinces in China for IT products and exports. Ascendas ihub Nanjing provides one of the most extensive amenities in the district, offering a quality international lifestyle that has become synonymous with the Issuer s brand worldwide. Strategically located in Xi an, the Ascendas Innovation Hub, Xi an, is a holistic environment conducive to innovation and business expansion into the fast-growing Western region of China. The overall average occupancy of the China properties as at 31 December 2011 is approximately 71.23%, as the properties are either under development or have just been completed, except for Ascendas Innovation Hub, Xi an and Ascendas ihub Nanjing. The Issuer signed a partnership agreement with the Hangzhou government on 22 June 2007 to develop the Singapore-Hangzhou Science and Technology Park (the SHSTP ) in Hangzhou, the capital of Zhejiang province in China. The SHSTP project is undertaken with the Hangzhou Economic Development Area General North Co Ltd, the developer of the Hangzhou Economic & Technological Development Zone ( HEDA ). The integrated development is expected to involve an investment of approximately S$700 million, and will be located at the heart of HEDA. It will cover about 43 hectares and yield approximately 840,000 sqm of built-up space. The SHSTP is expected to house a working population of 30,000 to 50,000 people when it is completed in approximately five to nine years time. International Tech Park Pune covers 2.2 million square feet on 25 acres of land within the Information Technology Special Economic Zone at the Rajiv Gandhi Infotech Park Phase 3 in Hinjewadi, Pune. It is a development by a joint venture between the Issuer and Maharashtra Industrial Development Corporation, to be built in four phases and is ideal for companies in the IT, software development, electronic and telecommunication industries. Industrial Properties As at 31 December 2011, the Issuer s portfolio of industrial properties totalled approximately 409,732 sqm and is listed as follows: Singapore Name of Building Location of Building Tenure Total NLA (sqm) Effective Stake Valuation FoodXchange (1 unit) Admiralty Street 60-year leasehold (from 9 October 2000) % S$1,380,000 Admirax Admiralty Street 60-year leasehold (from 9 October 2000) 21, % S$77,900,000 The Issuer s industrial properties are located near significantly populated areas and house tenants that are primarily involved in IT and the manufacture of electronic products and components, machinery and equipment. The overall average occupancy of the industrial properties as at 31 December 2011 is 51.9% and the three largest key tenants are Nova Furnishing Centre Pte Ltd, Yamaha Music (Asia) Pte Ltd and Katrin BJ Pte. Ltd. The average base rent of each of the industrial properties is S$16.45 per sqm per month. The properties have an average lease term of two to three years, with an option to extend for another two or three years. As at 31 December 2011, the Issuer also owns Admiralty Plot C, which is beside Admirax, with a site area of 12,311 sqm and has a valuation of S$24,000,

43 Overseas - China Name of Building Location of Building Tenure Total Leasable Area (sqm) Effective Stake Valuation Ascendas Linhu Industrial Square Wujiang, China 50-year leasehold (till October 2056) 35, % S$12,260,000 Ascendas-Xinsu Development Suzhou, China 50-year leasehold (expiring at various maturity dates ranging from December 2046 to December 2057) 279, % S$243,400,000 The property in Wujiang is conveniently connected to the Shanghai, Jiangsu and Zhejiang provinces via the A9 expressway, Su-Jia-Hang expressway and the No. 318 national highway and is only 30 km away from Shanghai s Hongqiao Airport. The base rent is approximately S$7.20 per sqm per month. The lease terms range from two to five years. The representative tenants include Bemis (Suzhou) Molded Plastics Products Co. and Ashcroft Inc. The property in Suzhou is a 46-hectare industrial park within world-renowned Suzhou and provides readybuilt space and land, and customised facilities for the semiconductor industry, electrical and electronics industry, precision engineering industry and other supporting industries. The base rent is approximately RMB 37.2 per sqm per month. The top three representative tenants are Knowles Electronics (Suzhou) Co Ltd, Nexteer Automotive (Suzhou) Co Ltd and Philips Healthcare (Suzhou) Co Ltd. Overseas Philippines Name of Building Location of Building Tenure Total NLA (sqm) Effective Stake Valuation RBF Development Carmelray Industrial Park II, Laguna, Philippines Freehold 72,593 40% S$36,192,000 The RBF Development was completed in January 2002, with high quality, leading edge facilities and services that were designed to satisfy the specific needs of the various industries. It is strategically located in the fastest growing province of Calabarzon, 50 km from the Ninoy Aquino International Airport and about one hour s drive to Makati City. The occupancy rate is 97.0% as of 31 December 2011 and its key tenants include Panasonic (Japan) Co. Ltd, PSI Technologies Holdings Inc (Philippines), Accenture and Closure System International (ALCOA, U.S.). The tenants of the RBF Development are primarily involved in the manufacture of plastics, electronics, semiconductor support, solid waste recycling, and IT. 90.0% of the current tenants in the RBF Development are multi-national companies that hail from Japan, Republic of Korea, U.S., Singapore, Germany and Switzerland. The average base rent of the RBF Development is S$6.20 per sqm per month. It has an average lease term of three to five years, with an option to extend for another three or five years. 37

44 Built-to-Suit Spaces As at 31 December 2011, the Issuer s portfolio of BTS spaces is listed as follows: Singapore Name of Building Location of Building Tenure Total NLA (sqm) Effective Stake Valuation NH Techno Glass Manufacturing Facility Tuas South Avenue 30-year leasehold (from 1 November 2000) 17, % S$34,500,000 The Issuer understands that every business today has different requirements for space, from office use to manufacturing, logistics and warehousing. By offering a BTS package, the Issuer is able to provide seamless services throughout the project development cycle and develop space that is customised to efficiently meet the customer s unique operational needs. The lease term of its key tenant, Avanstrate Asia Private Limited, is 10 years. Overseas Name of Building Location of Building Tenure Total Gross Floor Area ( GFA ) (sqm) Effective Stake Valuation Excel Beijing, China 50-year leasehold (till September 2051) YUM! Beijing, China 50-year leasehold (till October 2051) Foseco Tianjin, China 50-year leasehold (till October 2055) Friwo Beijing, China 50-year leasehold (till July 2052) 11, % S$8,560,000 8, % S$8,660,000 8, % S$6,560,000 7, % S$9,180,000 The Issuer first set up BTS spaces in China more than 12 years ago. The base rent of each of the BTS spaces in China is approximately S$10.04 per sqm per month. Each of the properties has an average lease term of six years. Land Leases As at 31 December 2011, the Issuer s portfolio of land leases is listed as follows: Singapore Name of Building Location of Building Tenure Sub-lease to third party Site Area (sqm) Valuation AMKOR Science Park I 99-year leasehold (from 1 June 1982) year leasehold estate (under AMKOR from 1 Dec 1987) 15,633 S$22,000,000 38

45 Name of Building Location of Building Tenure Sub-lease to third party Site Area (sqm) Valuation DNV Science Park I 99-year leasehold (from 1 June 1982) year leasehold estate (under DNV from 1 August 1982) 9,400 S$5,000,000 DSTA (NCB) Science Park I 99-year leasehold (from 1 June 1982) 43-year leasehold estate (under DSTA from 22 April 2000) 12,147 S$2,500,000 DSTA (DSO) Science Park I 99-year leasehold (from 1 June 1982) 60-year leasehold estate (under DSTA from 16 May 1986) 19,998 S$4,400,000 Reuters Science Park I 99-year leasehold (from 1 June 1982) year leasehold estate (under Reuters from 1 June 1990) 14,051 S$19,700,000 The Alpha Science Park II 99-year leasehold (from 24 March 1993) Leasehold estate expiring in 2062 (transferred to A-REIT in 2002) 27,929 S$1,610,000 The Aries Science Park II 99-year leasehold (from 24 March 1993) Leasehold estate expiring in 2062 (transferred to A-REIT in 2002) 12,087 S$1,000,000 Crimson Logic Science Park II 99-year leasehold (from 24 March 1993) 60-year leasehold estate (under Crimson Logic from 16 October 1995) 14,489 S$1,100,000 The Gemini Science Park II 99-year leasehold (from 24 March 1993) Leasehold estate expiring in 2062 (transferred to A-REIT in 2002) 29,296 S$2,100,000 IME Science Park II 99-year leasehold (from 24 March 1993) years leasehold estate (under IME from 1 August 1993) 17,368 S$7,790,000 Teletech Park Science Park II 99-year leasehold (from 24 March 1993) 60-year leasehold estate (under Teletech Park from 1 November 2001) 33,987 S$66,500,000 39

46 Name of Building Location of Building Tenure Sub-lease to third party Site Area (sqm) Valuation DSTA (SPII) (CSIT) Science Park II 99-year leasehold (from 15 February 2001) 60-year leasehold estate (under DSTA from 18 December 2001) 11,004 S$1,560,000 AMK Land Leases (Macarthurcook) Ang Mo Kio 65-year leasehold (from 1 April 1987) 60-year leasehold estate (under Macarthurcook from 1 April 1987) 5,610 S$5,080,000 AMK Land Leases (Freshland) Ang Mo Kio 65-year leasehold (from 1 April 1987) 60-year leasehold estate (under Freshland from 16 October 1990) 6,755 S$6,330,000 Capricorn Science Park II 99-year leasehold (from 24 March 1993) Leasehold estate expiring in 2062 (transferred to A-REIT in 2002) 14,301 S$1,900,000 The valuations in December 2011 were based on the reversionary interest at the end of the expiring sublease period. Other Investments Other investments by the Issuer include: (i) Frasers Property (China) Limited The Group through Riverbook Group Limited ( RGL ), which is indirectly wholly-owned by the Issuer, holds a 17.17% equity stake in Frasers Property (China) Limited ( Frasers ), a company listed on the Hong Kong Stock Exchange. The major shareholder of Frasers is FCL (China) Pte Ltd ( FCL ), which is ultimately owned by Fraser and Neave, Limited. Frasers core business is the development and management of business parks and residential projects in China and Hong Kong. Frasers owns Vision (Shenzhen) Business Park in Shenzhen, China; the SongJiang Residential Project in Shanghai, which is under construction; and Vision International Centre in Zhongguancun, Beijing, which is owned by a joint venture between Frasers and Beijing Tsinghua Science Park. On 29 March 2012, RGL and FCL jointly announced on the Hong Kong Stock Exchange, the proposed privatisation by FCL and RGL of Frasers by a scheme of arrangement under Section 99 of the Companies Act of Bermuda and in accordance with the Hong Kong Code on Takeovers and Mergers. The scheme of arrangement will take effect only upon all relevant approvals being obtained within an estimated period of four months. Upon the scheme of arrangement becoming effective, Frasers will be owned by RGL (approximately 23.40%) and FCL (approximately 76.60%). (ii) Century Development Corporation The Issuer s equity stake in Century Development Corporation ( CDC ) is 12.12%. Other principal shareholders of CDC include the Industrial Development Bureau, the Ministry of Economic Affairs and the TECO Group of Taiwan. 40

47 CDC s main business scope includes investing in and developing industrial parks and office buildings, residential projects, building construction and property management and leasing. The flagship project of CDC is the Nankang Software Park located at Nankang, Taipei. CDC also has an investment in the Subic Bay Industrial Park in the Philippines. (iii) Vietnam Singapore Industrial Park JV Co Ltd The Issuer has an effective equity stake of 4.18% in Vietnam Singapore Industrial Park JV Co Ltd ( VSIP ). VSIP is the developer and manager of the Vietnam Singapore Industrial Parks I and II located at Binh Duong, Vietnam. Other principal shareholders of VSIP include SembCorp Industries and Becamax of Vietnam. (iv) Singapore Suzhou Township Development Pte. Ltd. The Issuer s effective equity stake in Singapore Suzhou Township Development Pte. Ltd ( SSTD ) is 4.17%. SSTD is part of the Singapore consortium which co-invests in China-Singapore Suzhou Industrial Park Development Co Ltd, the developer of the Suzhou Industrial Park in China. 2. Real Estate Services The Issuer is a premier provider of the following services: (a) (b) (c) (d) (e) Development and Project Management: This includes feasibility studies, master planning, project cost analysis and project management; Property and Estate Management: This includes lease administration, operations administration, quality control, budgeting, financial management, government liaison and training; International Marketing: This includes enhancing the customer s market expansion and investment plans through appropriate real estate strategies, in order to plan, position and promote the customer s real estate projects through the Ascendas Global Partnership Scheme; Real Estate Training Course: The course focuses on the design, development, marketing, management and after-sales services of industrial, business and IT parks; and Renovation Services: These include space planning, interior design, project management, consultancy, design and build and reinstatement management. 3. Fund Management Funds Overview Extending footprints in key markets of Asia, the Issuer has established a series of real estate funds in China, India, Korea and Southeast Asia which has achieved success through leveraging on the Issuer s strategic platforms across Asia and its presence throughout the entire real estate investment value chain: Fund Type Investment Region Investment Targets AUM as at 31 December 2011 (S$ 000) A-REIT Listed REIT (on SGX-ST) Mainly Singapore Business space assets 5,896,277 a-itrust Listed Business Trust (on SGX-ST) India Premium IT Parks in India 865,235 ACCF Private Fund China Commercial Assets 954,310 ACIBPF Private Fund China Industrial and Business Parks divested 41

48 AIDT Private Fund India Special Economic Zone projects and IT Parks 903,646 ASEAN Fund A-KOF / A-KOF 2 Private Fund ASEAN region Business space assets 234,068 Private Fund South Korea Commercial assets 1,182,664 A-KIF Private Fund South Korea Logistics assets 11,752 Total AUM as at 31 December ,047,952 A-REIT A-REIT, Singapore s first business space and industrial REIT, was listed on 19 November 2002 with a portfolio of eight properties worth approximately S$545 million. It has since increased its portfolio to 97 properties, with total assets of approximately S$6.0 billion as at 31 December As at 31 December 2011, A-REIT has a diversified portfolio of 96 properties in Singapore, comprising business and science park properties, hi-tech industrial properties, light industrial properties, and logistics and distribution centres, and a business park property in China with total assets of about S$6.0 billion. These properties house a tenant base of over 1,100 international and local companies from a wide range of industries and activities, including research and development, life sciences, information technology, engineering, light manufacturing, logistics service providers, electronics, telecommunications, manufacturing services and back-room office support in service industries. A-REIT is listed in several indices. These include the Morgan Stanley Capital International, Inc (MSCI) Index, the European Public Real Estate Association/National Association of Real Estate Investment Trusts (EPRA/NAREIT) Global Real Estate Index and Global Property Research (GPR) Asia 250 and FTSE ST Mid Cap Index. A-REIT currently enjoys a corporate family rating of A3 assigned by Moody s Investors Service. A-REIT is managed by Ascendas Funds Management (S) Limited ( AFM ), an indirectly wholly-owned subsidiary of the Issuer. AFM s principal objectives are to deliver sustainable distributions and capital stability to unitholders of A-REIT. AFM intends to achieve these objectives through implementing its strategies of: Proactive Portfolio Management actively managing the properties in A-REIT s portfolio in order to maintain or improve occupancy levels and net property income and to achieve organic growth; Value-adding investments comprising development as well as acquisition of income-producing properties with strong underlying real estate fundamentals; and Capital and Risk Management employing appropriate debt and equity financing policies. As at the Latest Practicable Date, the Issuer holds an indirect stake of approximately 19.36% in A-REIT. a-itrust The Issuer launched AIITPT in June 2005, which has since been listed on the SGX-ST in the form of a-itrust. AIITPT was unique for its focus on matured income-producing assets with development potential, and was seeded by two of its prime IT park properties, namely the International Tech Park in Bangalore and The V (formerly known as Vanenburg IT Park) in Hyderabad. a-itrust was launched in August 2007 as the first listed Indian property trust in Singapore and Asia. The trust has the principal objective of owning income-producing real estate used primarily as business space in India. a-itrust may also acquire and develop land or uncompleted developments, with the objective of holding the properties upon completion. 42

49 a-itrust s portfolio consists of four world-class IT parks in India, namely the International Tech Park Bangalore, International Tech Park Chennai, and CyberPearl and The V in Hyderabad. It is managed by Ascendas Property Fund Trustee Pte. Ltd., and sponsored by ALI, both wholly-owned subsidiaries of the Issuer. a-itrust is structured as a business trust while offering stable income distributions akin to a REIT. Its unique growth model provides (1) organic growth potential from its 6.4 million sq ft of operating space, (2) strong in-built development pipeline of up to 2.5 million sq ft of space and (3) external acquisitions, which includes rights of first refusal from ALI and AIDT, as well as potential third party acquisitions of business space properties across India. As at the Latest Practicable Date, the Issuer holds an indirect stake of approximately 26.3% in a-itrust. AIDT The Issuer launched AIDT in June 2007 with a total capital commitment of S$500 million. AIDT, which has a target asset size of S$1 billion, will invest in integrated development real estate projects in India, including complementary land for industrial, commercial, residential and retail use. In particular, the Issuer intends to develop the business space within these projects, whilst participating in residential, commercial, retail, hotels, recreation and other supporting uses through and with other parties. By investing in integrated development real estate projects, AIDT will be able to create synergistic values from the complementary land uses within the projects as compared to the development of those uses separately. To the investors of AIDT, it also represents a diversified blend of returns. The launch of AIDT is timely against a backdrop of positive business factors. India s real estate sector has been expanding, with increasing demand for quality commercial space as India rapidly develops into a global IT outsourcing hub. The Indian government has also been actively promoting the development of Special Economic Zones with the objective of providing an internationally competitive environment for exports. As of 31 December 2011, AIDT is in the midst of developing the properties in its portfolio Ascendas One Hub Coimbatore, Ascendas One Hub Gurgaon in Gurgaon, International Tech Park Gurgaon and Chennai Integrated Township in Chennai. Ascendas One Hub Gurgaon is expected to be completed in June AIDT is constituted in Singapore as a private trust and is denominated in Singapore dollars. It has a term of eight years which is extendable by two years. It is managed by a wholly-owned subsidiary of the Issuer and all property-related services are provided by another wholly-owned subsidiary of the Issuer to ensure consistent quality and delivery standards. The Issuer s effective stake in AIDT is 26%. ACCF ACCF was set up in November 2006 and is a private equity real estate fund investing in office assets in China. ACCF seeks to maximise total returns on capital by seeking consistently recurring income and capital appreciation through the acquisition and realisation of a diverse portfolio of income-producing real estate in China that are used or to be used predominantly for commercial purposes. Ascendas China Commercial Fund Management Pte Ltd (the ACCF Fund Manager ) intends to invest in what it regards as Grade A/A- commercial buildings in prime locations situated primarily in cities which it considers to be first-tier cities (such as Shanghai, Beijing, Guangzhou and Shenzhen), and possibly also in what it considers to be second-tier cities such as Tianjin and Dalian. ACCF s investments will focus primarily on completed properties and assets. However, the ACCF Fund Manager will also invest in development projects that are nearing final stages of construction as and when suitable opportunities arise. ACCF was fully subscribed on 26 June 2007 with a total capital commitment of S$400 million. The Issuer holds a 30.5% stake in ACCF. This significant investment aligns the interests between the investors of ACCF, the Issuer and its associates, which includes the ACCF Fund Manager. 43

50 The portfolio of ACCF as at 31 December 2011 includes the following: Name of Building Location of Building Tenure Total NLA (sqm) Valuation Ascendas Ocean Towers Shanghai, China 50-year leasehold (till February 2045) 50,192 S$418,000,000 Ascendas Plaza Shanghai, China 50-year leasehold (till March 2051) 39,319 S$284,000,000 Cross Tower Shanghai, China 50-year leasehold (till February 2045) 41,662 S$320,000,000 ACIBPF ACIBPF was established in September 2006 and is a private equity real estate fund that is sponsored by the Issuer and managed by Ascendas China Fund Management Pte Ltd (the ACIBPF Fund Manager ), a wholly-owned subsidiary of the Issuer. While the ACIBPF Fund Manager makes key decisions offshore, the Issuer s management team in China will implement these decisions onshore. ACIBPF was fully subscribed on 16 July 2007 with a total capital commitment of S$300 million and the Issuer s commitment to the fund is 25.6%. The objective of ACIBPF is to achieve alternative investment asset type returns by investing in the following categories of real estate assets in China: light industrial facilities (typically light manufacturing facilities); logistics facilities, including warehouses and distribution centres; software and IT-related facilities; and business parks. ACIBPF is seeded with its prime asset, the Ascendas-Xinsu Development in the Suzhou Industrial Park, one of the top five industrial parks in China. The Ascendas-Xinsu Development comprises 55 buildings with a total GFA of 305,251 sqm and an additional 2.5 hectares of land for future development. The additional 2.5 hectares of land can yield an additional estimated GFA of 46,441 sqm. The portfolio of ACIBPF consists of primarily stabilised assets (i.e. income producing assets) with a limited component of value-add activity. ACIBPF shall maintain a portfolio that comprises primarily investments with underlying cash flow generating real estate assets. While its portfolio may include investments with underlying development of real estate assets, this may be limited in order to manage the risk profile of ACIBPF. As at 3 October 2011, the fund had successfully divested its assets and delivered an equity internal rate of return of approximately 18% to all unitholders. As it is nearing the end of its fund life, ACIBPF is currently in the process of liquidation. A-KOF In November 2006, the Issuer invested in a commercial real estate fund, A-KOF, with Samsung Life Insurance, South Korea Life Insurance and LIG Insurance. The Issuer holds a 30% stake in A-KOF. 44

51 The total committed equity in A-KOF is KRW 310 billion. As at 30 September 2011, the capital is fully drawn for its investment in four Grade A income-producing commercial properties in the main district in Seoul. As at 31 December 2011, the portfolio of A-KOF consists of the following properties: Name of Building Location of Building Tenure Total GFA (sqm) Valuation Citibank Center Seoul, South Korea Freehold 19,751 S$125,209,291 Dadong Center Seoul, South Korea Freehold 15,113 S$68,743,707 Anam Tower Seoul, South Korea Freehold 12,865 S$65,856,000 Signature Towers Seoul Seoul, South Korea Freehold 99,991 S$616,000,000 The maturity date of A-KOF is 31 March All investors had mutually agreed on the divestment of three assets, Citibank Center, Dadong Center and Anam Tower by 31 March In February 2012, AKOF issued a public tender for the sales of these properties. 11 bids were received with the highest bid at KRW 230 billion. The target completion date for the sales is between April and May A-KOF s fund life shall be extended to 2016 or a new fund with maturity in 2016 shall be established to hold the remaining asset, Signatures Towers Seoul. The investment proportion by each respective investor shall remain unchanged. A-KOF2 In May 2008, the Issuer created and co-invested in a second office real estate fund, A-KOF2. The other co-investors are Samsung Life Insurance, Samsung Fire and Marine Insurance, LIG Insurance and Geumho Life Insurance. The Issuer holds a 57% stake in A-KOF2. The capital in A-KOF2 is fully invested with an income-producing Grade A 40-storey office building known as West Finance Center ( WFC ). WFC is located above Shindorim Station, which is a main train interchange for two major subway lines in Seoul. As at 31 December 2011, the portfolio of A-KOF2 comprises the following: Name of Building Location of Building Tenure Total GFA (sqm) Valuation WFC Seoul, South Korea Freehold 92,173 S$325,920,000 A-KIF In November 2007, the Issuer successfully created and co-invested into another new real estate fund, A-KIF which focuses on logistics and warehousing properties. Other co-investors in A-KIF include Samsung Life Insurance, Korea Life Insurance and LIG Insurance. The Issuer holds a 30% stake in A-KIF. A-KIF currently has one industrial property, CJ GLS Logistics Center, which is located strategically in Yongin, near the Yangji Interchange along the YoungDong Highway. This is one of the prime locations for logistics centres within the Seoul Metropolitan Area with good accessibility to and from major highways. It is fully leased to CJ GLS, one of the largest Korean logistics companies, which in turn uses this asset as their core hub logistic centre. 45

52 As at 31 December 2011, the portfolio of A-KIF comprises the following: Name of Building Location of Building Tenure Total GFA (sqm) Valuation CJ GLS Logistics Center Yongin, Korea Freehold 13,279 S$13,888,000 The fund intends to divest its assets and liquidate in ASEAN Fund The ASEAN Fund was set up in June 2007 and is a private investment trust constituted in Singapore that is sponsored by the Issuer. The ASEAN Fund was set up with a fund size of US$400 million. Due to the change in economic circumstances arising from the global financial crisis, the unitholders have agreed to downsize the fund to US$146 million. Its investment focus is on real estate that is used or to be used predominantly for business space solutions that are located across ASEAN and in particular, Malaysia, Vietnam and the Philippines. The Issuer holds a 20.5% stake in the ASEAN Fund. The ASEAN Fund is managed by Ascendas Asia Fund Management Pte Ltd (formerly known as Ascendas S.E. Asia Business Space Fund Management Pte Ltd), a wholly-owned subsidiary of the Issuer (the ASEAN Fund Manager ). The objective of the ASEAN Fund is to achieve returns commensurate with an investment in alternative asset types by investing in the following categories of real estate: Offices (typically in central business districts and suburban office spaces); Software and IT-related facilities; Science and technology (including biotechnology) related facilities; Mixed development projects including but not limited to retail, offices and Small Office, Home Office properties; and Industrial facilities including but not limited to warehouse, cold-room facilities, distribution hubs and parks, high-tech and light industrial facilities. The portfolio of the ASEAN Fund consists of development and stabilised (i.e. income-producing) assets such as central business districts, suburban office space and technology-related facilities. As at 31 December 2011, the portfolio of the ASEAN Fund consists of the following properties: Malaysia Name of Building Location of Building Tenure Total GFA (sqm) Total NLA (sqm) Valuation Peremba Square Subang Freehold Not applicable 22,946 S$47,538,000 The average gross monthly rent and occupancy rate of Peremba Square as at 31 December 2011 are RM 3.36 per sq ft and 82% respectively. The average lease expiry term is 1.3 years. Other than the above, the ASEAN Fund has disposed of two parcels of land in Petaling Jaya and three logistics warehouses in Subang UEP Industrial Park. The disposal gains for the disposals totalled RM17.1 million. The ASEAN Fund also owns another parcel of development land in Cyberjaya, valued at RM20 million. 46

53 Philippines Name of Building Location of Building Tenure Total GFA (sqm) Valuation ACCRALAW Tower Fort Bonifacio Freehold 18,391 S$40,339,000 The ASEAN Fund completed the development of ACCRALAW Tower, an office building in Fort Bonifacio, in January As at 31 December 2011, ACCRALAW Tower is 100% occupied and has an average rent of PHP527 per sqm. The average lease expiry term is 3.9 years. The ASEAN Fund owns another two pieces of development land in the Philippines for office and business park development. As at 31 December 2011, the valuation for the vacant properties is about PHP1,552,000,000. Vietnam In Vietnam, the ASEAN Fund teamed up with a Vietnam state-owned company to jointly develop a 500- hectare industrial park located in the Binh Duong province. The new park will incorporate some of the best features and lifestyle concepts from similar projects that the Issuer has done in Singapore, China and other markets in Asia. The project will house industries engaged in the food and beverage, precision engineering, electronics and health-care businesses. The ASEAN Fund holds a 70% stake in the project. As at 31 December 2011, the valuation for the 500-hectare land is about US$65.50 million. Infrastructure works have commenced for Phases 1 and 2 of about 150 hectares and which are scheduled to be completed in mid

54 BUSINESS REVIEW The Group s revenue by type of business Revenue breakdown for the 9 months ended 31 December 2011 Others 12% Rental income Property service fees 16% Fund management fees 24% Rental income 39% Sale of development properties Fund management fees Property service fees Sale of development properties 9% Others With a portfolio of investment properties carried on its balance sheet, rental income contributes 39% to the Issuer s top line revenue and is one of its core income streams. As part of its asset-light strategy, the Issuer has also grown its total AUM to S$12.2 billion as at 31 December This asset base in turn generates recurring fund management and property service fees, which totalled S$95.4 million (40% of revenue) for the nine months ended 31 December Sale of development properties relates to sale of strata industrial units in Singapore, while other revenue includes carpark income, project management, renovation services, as well as income generated from utilities supply and district cooling. The Group s revenue by countries Revenue breakdown by country for the 9 months ended 31 December 2011 Korea 11% SEA 1% China 14% India 11% Singapore 63% Singapore India China Korea SEA Singapore Singapore is the mainstay of the Issuer s business and contributed S$152.0 million to the Issuer s total revenue for the nine months ended 31 December The Singapore operations derive its revenue mainly from its three wholly-owned subsidiaries: ALS, Ascendas Services Pte Ltd ( ASPL ) and AFM. ALS is the development arm of the Singapore operations which focuses on the developing and maturing of pipeline assets for injection into its sponsored funds. Its main revenue streams come from rental of its investment properties and sale of development properties. ASPL is the provider of real estate services for the Singapore operations. Besides servicing the A-REIT portfolio, it also provides third party facility 48

55 management and related property services. AFM is the fund manager of A-REIT. For the nine months ended 31 December 2011, it contributed S$28.5 million of fund management fees to the Singapore operations. India The Issuer had established a strong presence in India by launching and pioneering IT parks across the primary IT centres of India, namely in Bangalore, Chennai and Hyderabad. a-itrust, Asia s first listed Indian property trust, was listed on 1 August 2007 on the SGX-ST. In addition, the India operations also manage a private fund, AIDT, which focuses on the development of integrated real estate projects in India. The revenue stream from India comprises mainly of fund management and property service fees derived from the portfolio of assets held by a-itrust and AIDT and contributed 11% to the Issuer s total revenue for the nine months ended 31 December China For the nine months ended 31 December 2011, the Issuer s business operations in China contributed S$32.6 million to its revenue. The Issuer s China operations span across multiple cities, including Beijing, Shanghai, Suzhou, Hangzhou and Dalian and also include the management of two private funds, ACCF and ACIBPF. Rental income from its various investment properties and fee income from the two private funds under its management make up the bulk of the revenue from China. South Korea The Issuer s revenue streams from its Korea operations in Korea are primarily derived through its three fund vehicles: A-KOF, A-KOF2 and A-KIF. Rental income flows from its subsidiary stake in A-KOF2, while fee income is sourced from the management of these three funds. South East Asia The Issuer s key investment in South East Asia is through its 20.5% equity stake in the ASEAN Fund. Besides fees derived from the fund management activities, the South East Asia operations also generate revenues through the provision of property related services such as development and project management of the projects undertaken by the ASEAN Fund. As a consequence of the Issuer s asset light strategy, a considerable amount of its earnings now come from its disposal of matured assets and the share of associates earnings arising from its investment in its two listed funds and private real estate funds. 49

56 CORPORATE STRUCTURE The Issuer is the ultimate holding company of the Group. The entities within the Group comprise: (i) (ii) (iii) (iv) (v) companies and funds holding real estate assets in Singapore; companies and funds holding real estate assets overseas, including in India, China, South Korea, Malaysia and the Philippines; companies providing property management services in Singapore and overseas; companies providing trustee and/or fund management services; and companies holding passive investments. The entities that hold real estate assets in Singapore and those providing property management services in Singapore and overseas are under ALS. The entities that hold assets overseas are under ALI. The entities that provide trustee and/or fund management services and those that hold passive investments are under AI. ALS, ALI and AI are wholly-owned by the Issuer as shown below. Ascendas Pte Ltd Ascendas Land (Singapore) Pte Ltd Ascendas Investment Pte Ltd Ascendas Land International Pte Ltd COMPETITION Core Competitive Strengths Strong experience in the business and industrial real estate markets The Issuer was formed through the merger of JTCI and Arcasia Land on 20 December Prior to the merger, JTCI and Arcasia Land were engaged in developing and managing both industrial properties and science parks in the Asia Pacific region and Singapore respectively. The Issuer brings together 30 years of experience in developing, managing and marketing of IT parks, industrial parks, business parks, science parks, high-tech facilities, office and retail spaces across Asia. The Issuer capitalises on its multi-disciplinary expertise and local network of resources to assist its customers throughout the entire real estate process. It offers a comprehensive management system specially tailored to meet its customers real estate needs, so that customers can focus on running their business. The Group s array of real estate solutions includes development and project management, property and facility management, business space marketing, fit-out services, business networking, as well as various value-added programmes. The Issuer has a proven and successful track record as an industry leader for creating distinctive spaces that inspire innovation and excellence in its customers and users within a secure and sustainable integrated community, comprising mixed-use developments anchored by business spaces. Its flagship projects pioneering this concept include the Singapore Science Park Singapore s first work-play environment for the R&D community; the International Tech Park Bangalore India s first integrated community with business space and world class amenities for IT companies; and the Dalian-Ascendas IT Park China s first integrated work-play IT hub with extensive value-added lifestyle amenities. The Issuer has also pioneered the ready-built-facility concept in China through the Ascendas-Xinsu Development in Suzhou, as well as in the Philippines through Carmelray Industrial Park II. 50

57 Leading business space provider in Asia The Issuer demonstrates a deep commitment and keen focus on markets in Asia, where it can leverage on its first mover advantage and scale up operations rapidly to achieve dominance in its niche sectors. The Issuer s presence in China began in 1995 as the former JTCI, which was part of a Singapore consortium spearheading the development of the SIP. The Issuer has since expanded its presence in China from one city to 10 cities across several provinces. The Issuer was one of the few Singaporean companies to venture into India. Its presence in India dates back to 1994 when a joint venture with the Tata Group (India s largest private sector group) and the Karnataka State Government was formed to develop the International Tech Park Bangalore. As one of the few foreign investors who have successfully acquired and developed assets in India, the Group has established itself as being one of the top IT park brands in India, through landmark IT park developments such as the International Tech Park Bangalore, the International Tech Park and Cybervale in Chennai, the CyberPearl and The V in Hyderabad, and the International Tech Park in Pune. To date, the Issuer is one of the region s leading business space provider spanning 10 countries and more than 30 cities in Asia. It has also cultivated long standing relationships with numerous multinational companies and blue-chip customers such as Citigroup, Infineon Technologies, Siemens Corporation and the Nokia Group, all of whom have chosen the Issuer as their strategic business space partner. Strong track record in real estate fund management The Issuer uses a business model that encompasses the entire value-chain of real estate solutions from asset creation and asset enhancement, to unlocking of asset value through real estate funds to fuel growth. The Issuer has demonstrated a consistent track record in real estate fund management. In November 2002, it launched A-REIT, Singapore s first industrial space REIT, with eight properties worth approximately S$545 million. A-REIT has since increased its portfolio to 97 properties as at 31 December 2011 worth approximately S$6.0 billion, making it Singapore s largest industrial REIT. In November 2006, the Issuer invested in A-KOF, a real estate fund investing in office buildings in South Korea. In 2007, the Issuer also successfully launched a series of private real estate funds, namely AIDT, ACCF, ACIBPF, A-KOF, A-KOF2, A-KIF as well as the ASEAN Fund. In August 2007, the Issuer listed a-itrust, Asia s first listed Indian property trust. The Group is well positioned in both business markets and real estate markets across Asia. Its 30- year experience in the industry, coupled with its world-class management team, makes it the most ideal candidate for developing and managing business properties in Asia. Review of the Competition in the Property Market for the Past Two Years For the last two years, 2010 and 2011, growth concerns took centre stage with diverse global growth outlooks implicating asset prices. The loss of growth was due to rising uncertainty in the developed markets of the Euro zone and the United States. Until recently, Asia s emerging economies had motored along at a steady clip since the region s strong growth at the start of 2009, with no shortage of investment capital until the middle of 2011 where concerns over inflationary pressures took precedence. Mounting prospects of a global relapse also created unease amongst local investors with the region s close linkages with developed markets via trade and financial channels. The sense of unease has been trickling into the property market and real estate activity has been moderating since 2010 as a series of government policies such as limits on bank loans and restrictions on certain types of real estate investments were implemented to prevent Asian economies from overheating. In Singapore, the Issuer s main competitors are Boustead, Crescendas Group, United Engineers Limited, Mapletree, Chui Teng, Sim Lian, Soilbuild and C&P Holdings. In India, commercial office space development is highly fragmented with local, regional and national players out-bidding each other to capture the growing market for quality business space. The growth of the IT and IT enabled services industry in India continues to be the primary driver of the business space requirements during the last few years and continues to drive further development across the country. Indian developers such as DLF Ltd, Unitech Ltd, RMZ, Embassy Group and others diversified into business space development in the last few years and continue to provide competition to newer entrants 51

58 in this field. However, international players such as the Issuer are well positioned to create a mark due to strong branding, a reliable track record and experience in business space and an existing clientele network. In China, the strong economic landscape has provided a boost for commercial real estate, resulting in an increase in occupier demand and a decrease in vacancy rates. Rentals also stabilised or rebounded after declining since The Issuer s competitors in the commercial property sectors include Morgan Stanley, Goldman Sachs, Mapletree, SOHO China, Lujiazhui Group and Ping An Trusts. The industrial property sector saw renewed interest by investors, particularly for logistics property investment and development, due to favourable government policies such as tax-free incentives. Demand for business parks also increased, in part due to the Shanghai World Expo held in Logistics demand, especially in export-driven cities along the east coast which were affected by the global economic crisis, saw improvement due to domestic-driven growth. As domestic enterprises continue to expand in China, new demands from central and mid-western China continue to support the ongoing industrial migration. The Issuer s competitors in the industrial/logistics/business parks include Yida Group, Goodman China Logistics, Global Logistics Properties, Mapletree, Genway Group and Shui On Group. South Korea has an active office investment market with keen competition amongst investors in pursuing office properties. The Issuer s competitors include MAPS, Koramco, Morgan Stanley, Merrill Lynch, GIC Singapore and GE Real Estate. QUALITY EXCELLENCE AND AWARDS As at 31 March 2012, the Issuer has been awarded the following accolades: Quality Excellence Award Description Year BCA Green Mark Office Interior LEED Gold Certification for Phase 1A of Ascendas ihub Suzhou, China Property Awards 2011 (India) National Quality Project Award Ascendas received the Gold rating for both of its offices at Level 4 and 5 at The Galen building at Singapore Science Park. Introduced in 2009, the BCA Green Mark for Office Interior certification is an initiative to promote and recognise environmentally-friendly practices and features for office interiors. Phase 1A of Ascendas ihub Suzhou has been awarded the LEED Gold certification for Core and Shell by U.S Green Building Council, in recognition of its achievements in the areas of sustainability and green development and operations. Ascendas India was the proud winner of the Best Office Space Developer accolade at the Property Awards 2011, held at The Westin in Mumbai. Organised by the United Business Media (UBM) Group, the awards recognise notable contributions to commercial spaces in India. The SHSTP has been awarded the National Quality Project Silver Award. Set up in 1981, the National Quality Project Awards are China s highest honours for project construction quality

59 Award Description Year 2011 ASEAN Energy Awards Energy Efficiency Competition (Retrofit Category) The Galen (Top winner) 2011 Seoul Architecture Forum Award Signature Towers Seoul International Real Estate Federation ( FIABCI ) Inaugural Singapore Property Awards 2011 LEED Silver Certification (for Voyager building in ITPB SEZ) 2011 LEED Silver Certification for Pinnacle building at International Tech Park Chennai (September 2011) Singapore Quality Class 2011 APREA Best Practices Awards 2011 Singapore Corporate Awards 2011 SIAS Investor s Choice Awards 2008; 2009; 2010; 2011 The new chiller plant, equipped with a state-of the-art Energy Management System, has enabled The Galen to enjoy annual cost savings of $1.1 million. The building s carbon emissions have also been reduced by 2,700 metric tonnes annually. The Seoul Architecture Festival is organised annually by the Korean Institute of Architects and hosted by the Seoul Metropolitan Government, with the objective of promoting architectural culture and sharing a new vision of architecture in Seoul. Signature Towers Seoul was one of the buildings to receive the award at the 29 th Architecture Awards held at the festival in The FIABCI Singapore Property Award recognises excellence in real estate development projects in terms of design, aesthetics, functionality and contribution to the built environment and community at large. It represents an outstanding achievement for ICON@IBP and 1 and 3 Changi Business Park Crescent in the industrial category. The Voyager building at ITPB SEZ has been awarded LEED silver certification for Core and Shell by Indian Green Building Council. The Pinnacle building received LEED Silver status from the U.S Green Building Council, in recognition of its achievements in the areas of sustainability, green development and operations. The Pinnacle building is the first multi-tenanted building in India to be certified under the new version LEED EB O&M v 2009 standard. Ascendas is certified for its overall business excellence standard based on the internationally benchmarked business excellence framework. A-REIT received the Merit Award at the 2011 APREA Best Practices Awards, under the Mature Markets - Market Disclosure Category. At the 2011 Singapore Corporate Awards, A-REIT was awarded Bronze for the Best Annual Report Awards in the REITs & Business Trusts Category. The Singapore Corporate Awards constitutes five of Singapore s key awards that recognises excellence in shareholder communication and corporate governance. A-REIT won the Most Transparent Company award in the Real Estate Investment Trust category

60 Award Description Year Green Mark Awards Platinum Green Mark People Developer Standard 2007; 2010 FinanceAsia s 2010 annual poll of Asia s best managed companies 2009 Model Park of BPO for Hangzhou The Green Mark Awards is given by the Building and Construction Authority of Singapore ( BCA ) to developers and building owners who construct and maintain buildings that are environmentally friendly. The BCA Platinum Award, the highest accolade in Singapore for environmental sustainability Changi Business Park Crescent 2010 The Galen (Existing buildings Industrial) The Issuer was re-certified as a People Developer organisation in recognition of its investment and commitment to staff learning and development. The People Developer Standard is a national standard for human resource development administered by SPRING Singapore (Standards, Productivity and Innovation Board). A-REIT was ranked: - Singapore s Best Managed Companies (ranked 8 th ) - Singapore s Best Corporate Governance (ranked 7 th ). By Hangzhou Foreign Trade and Economic Cooperation Bureau 杭州市外经贸局 : First of Hangzhou software parks with special features 2009: Qian Jiang Cup of Zhejiang 7 th Annual Asiamoney Corporate Governance Poll 2009 ECO Office certification for Ascendas headquarters at The Galen, Singapore ISO 9001:2000 certification for Ascendas Bangalore, Chennai & Hyderabad SHSTP heralds as first of Hangzhou software parks with special features by 杭州市信息化工作领导小组. Lyra building awarded Qian Jiang Cup highest award for quality construction project in Zhejiang. A-REIT was ranked the following: Best Overall for Corporate Governance in Singapore (ranked 3 rd ) Best for Responsibilities of Management and the Board of Directors in Singapore (ranked 1 st ) The Issuer has obtained the Eco-office certification for its headquarters at The Galen, Singapore Science Park. The Eco-office Audit was done in January 2009 and the certification is awarded by the Singapore Environmental Council (SEC). Ascendas India s Bangalore, Chennai and Hyderabad operations have been officially recognised as ISO 9001:2000 compliant by India s leading certification company TUV India

61 Award Description Year Best Ornamental Garden Award 2008 Construction Quality Awards Euromoney s 2008 Liquid Real Estate Awards International Tech Park, Bangalore, was awarded the distinction of The Best Ornamental Garden Award 2008! at the recently concluded horticultural show in Bangalore. Dalian Ascendas IT Park Phase 2 and Singapore- SHSTP has garnered a series of awards recognising its quality and safe construction standards. These include: Dalian Ascendas IT Park Phase Dalian Model Site for the Standardisation of Construction Safety; 2008 Dalian Construction Projects Xinghai Cup; and 2008 Liaoning Province Outstanding Structural Projects. SHSTP 2008 Hangzhou Model Construction Projects West Lake Cup. The Issuer was awarded Best Industrial/Warehouse Developer in Singapore Excellent project management at Singapore- Hangzhou Science and Technology Park The park is highly acclaimed by the Ministry of Housing and Urban-Rural Development of China for its quality, safety, and the high standards of project management and operation Asian Power Awards 2007 Best Decentralised Power Plant Best Foreign Investor 2007 CityScape Asia Real Estate Awards 2007 The International Tech Park Bangalore was awarded the Best Decentralised Power Plant in the Third Annual Asian Power Awards 2007 for its heat and power plant operations. The Asian Power Awards is seen as the Oscars of the power industry. It recognises industry players in Asia for their outstanding performances and contributions to the power sector. The Issuer s IT park flagship in China, Dalian Ascendas IT Park, was named Best Foreign Investor in 2007 by the Dalian Hi-tech Industrial Zone Foreign Investment Promotion Bureau. The Issuer s ICON@IBP was highly commended for its unique architecture and environmentally friendly estate planning at the inaugural CityScape Asia Real Estate Awards

62 Award Description Year FinanceAsia Awards 2007 SIAS Investor s Choice Awards 2007 a-itrust was named the Best Singapore Deal in 2007 by FinanceAsia, one of the most respected and established financial publications in Asia. a-itrust s unique best of two worlds offering was noted to have a more aggressive growth profile than other Singapore REITs and better suited for investments within India s IT/ outsourcing sector where high-quality space is still a scarcity. a-itrust, Singapore s first listed Indian property trust, won the Most Transparent Company award in the New Issue Category at the SIAS Investors Choice Awards In the same year, A-REIT obtained first runner-up in the Real Estate Investment Trust category

63 Other Awards Award Description Year 2011 Advanced Property Management 2011 All-Asia Executive Team 2011 APREA Best Practices Awards Nanjing Ascendas IT Park is awarded for its outstanding in Advanced Property Management in Jiangning District. A-REIT Tan Ser Ping voted as Best CEO for Property Sector. A-REIT won the Merit Award under the Mature Markets Market Disclosure Category Industry development outstanding contribution award DAITP Issued by DHTZ Administrative Committee Ascendas Ocean Towers Awarded Top 50 Enterprise in Huang Pu District Industry Development Outstanding Contribution Award 2011 Singapore Corporate Awards 中国软件和信息服务业年度最佳服务机构奖 Associate of the Arts Awards Ascendas Ocean Towers was awarded Top 50 Enterprise in Huang Pu District, ranked 37 th among all the top 50 enterprise with distinguished contributions. Dalian Ascendas IT Park awarded for its outstanding contribution to industry development to Dalian. A-REIT awarded Best Annual Report: Bronze award in the REITs & Business Trusts Category By CISIS 中国软件和信息服务交易委员会. The Issuer is an active supporter of emerging local artists and arts groups. For its support of the arts, the Issuer was conferred the Associate of the Arts Award by the National Arts Council of Singapore from 2002 to Business Intelligent Enterprise Special Award By 中国推选网 Economic & Intelligent Enterprise Special Award 2010 Nanjing Excellent Property Management 2010: Top 10 for Dalian Ascendas IT Park Frost & Sullivan 2010 Ascendas China was awarded for its contribution to China s economic and social progress. Nanjing Ascendas IT Park is awarded for outstanding as Nanjing Excellent Property Management. By the Dalian Municipality for its contributions to the city s economic and social development. A-REIT was awarded the Asia Pacific Logistics Park Developer of the Year

64 Award Description Year The Emerson Cup Model Enterprise of Social Responsibility SHSTP Outstanding CEO of the Year Award Best Ornamental Garden Award 2008 Dalian-Xinghai Friendship Award Friend of the Arts Awards The Issuer won the award under the retrofit category. The Emerson Cup an annual event that recognises talent and rewards excellence in the HVAC/R industry. The Award ceremony was held on 8 October 2010 in Chennai, India. By Hangzhou Government 中共杭州市委 杭州市人民政府. Ascendas President and CEO Ms Chong Siak Ching, was recognised as Outstanding CEO of the Year in the Singapore Business Awards International Tech Park, Bangalore, was awarded the distinction of The Best Ornamental Garden Award 2008! at the recently concluded horticultural show in Bangalore. The President & CEO Ms Chong Siak Ching of the Issuer was awarded the Dalian-Xinghai Friendship award by the Dalian Municipal Government. The annual award is the highest honour given by the Dalian Municipal Government to foreign professionals, in appreciation of their contributions to Dalian s economic and social progress. The Issuer is an active supporter of emerging local artists and arts groups. For its support of the arts, the Issuer was conferred the Friend of the Arts Award by the National Arts Council of Singapore for

65 DIRECTORS Board of Directors The name and position of each of the Directors of the Issuer are set out below: Name Mr Lim Hock San Ms Chong Siak Ching Mr Manohar Khiatani Mr Reggie Thein Mr Tan Gee Paw Mr Willy Shee Ping Yah Mr Chee Hong Tat Mr Charles Chen Mr Lee Eng Beng Mr Balu Doraisamy Mr Jen Kwong Hwa Mr Alan Rupert Nisbet Title Chairman of the Board President & Chief Executive Officer ( CEO ) Director Director Director Director Director Director Director Director Director Director Business Experience The business experience of each of the Directors is as follows: Mr Lim Hock San Chairman Ascendas Pte Ltd Mr Lim Hock San is the President and CEO of United Industrial Corporation Ltd and Singapore Land Ltd. Prior to Mr Lim s current employment, he was the Director-General of the Civil Aviation Authority of Singapore from 1980 to He actively participated in the feasibility siting, development and operations of Singapore Changi Airport, as well as managed the transition from the old Paya Lebar Airport to the new Changi Airport. He sits on the Board of Keppel Corporation Ltd and is the Chairman of Gallant Ventures Ltd and the National Council on Problem Gambling. Mr Lim received his Masters of Science from Massachusetts Institute of Technology, USA in He also attended the Advanced Management Programme at Harvard Business School and the Senior Executive Programme at London Business School. He is a Fellow of the Chartered Institute of Management Accountants, UK, and a Fellow and past President of the Institute of Certified Public Accountants of Singapore. He is also a Justice of Peace and a recipient of the Singapore Government Meritorious Service Medal, the Public Administration Medal (Gold) and the Public Service Medal. Ms Chong Siak Ching Director Ascendas Pte Ltd President and CEO Ms Chong is the President and CEO of the Issuer. She sits on the Boards of the Issuer and its principal subsidiaries. The Issuer pioneered Singapore s first business space trust, A-REIT, which was listed in November 2002, and Singapore s first India-based properties business trust, a-itrust, which was listed in August She is the Deputy Chairman of Spring Singapore, the enterprise development agency of Singapore, as well as an Independent Director on the Board of Singapore Press Holdings. She is also a Board member of Jurong Health Services Pte Ltd and a member of the National University of Singapore ( NUS ) Board of Trustees. Previously JTC s Deputy CEO, she has extensive experience in business space management. 59

66 Ms Chong studied Estate Management at NUS where, in 1981, she graduated with honours and was awarded a Gold Medal by the Singapore Institute of Surveyors and Valuers. In 1991, Ms Chong obtained a Masters in Business Administration from the same university. Ms Chong completed the Advanced Management Programme at Harvard Business School in In recognition of her unwavering commitment and service to her alma mater, Ms Chong was conferred the NUS Distinguished Alumni Award by the Faculty of Architecture and Building Management in 1999 and the NUS Distinguished Alumni Service Award in In March 2009, Ms Chong was recognised as the Outstanding CEO of the Year at the Singapore Business Awards 2009 for her steadfast leadership and dynamism in establishing Ascendas as Asia s leading provider of business space across Asia. Mr Manohar Khiatani Director Ascendas Pte Ltd Mr Manohar Khiatani is the CEO of JTC. JTC is the Government s lead agency in planning, promoting and developing key industrial infrastructure and facilities, in support of the nation s economic development. Prior to JTC, Mr Khiatani was Deputy Managing Director of the Economic Development Board ( EDB ). He joined EDB in 1986 where he played an instrumental role in the development and transformation of important sectors of Singapore s economy such as electronics, transport engineering, precision engineering, logistics, infocomms and media, and clean technology. He was also in charge of EDB s operations in the United States of America and Europe. Between 1994 and 1999, Mr Khiatani worked in the private sector where he was the Managing Director of German conglomerate Preussag SEA. Mr Khiatani, a Singapore Government Scholar, holds a Masters Degree (Naval Architecture) from the University of Hamburg, Germany. He also attended the Advanced Management Programme at the Harvard Business School in He is currently also a Board member of Jurong International Holdings Pte Ltd and Jurong Port Pte Ltd. Mr Reggie Thein Director Ascendas Pte Ltd Mr Thein retired as a senior partner from the Coopers & Lybrand legacy firm of PricewaterhouseCoopers in 1999, after 37 years with the firm. He was Vice-Chairman of the firm and Managing Partner of its management consulting services company from the latter s inception in 1972 until its global integration in Mr Thein is a Fellow of the Institute of Chartered Accountants in England & Wales and is also a member of the Institute of Certified Public Accountants of Singapore. He is a member of the Governing Council of the Singapore Institute of Directors and a director and audit committee member of several listed companies. He is active in promoting and advancing the practice of corporate governance in Singapore, and is keenly involved in community, welfare and charity work. Mr Thein was awarded the Public Service Medal by the President of Singapore in His directorships include: BIL International Limited Energy Support Management Pte Ltd FJ Benjamin Holdings Ltd Grand Banks Yachts Limited GuocoLand Limited Haw Par Corporation Limited Keppel Telecommunications & Transportation Limited Lindeteves-Jacoberg Limited MFS Technology Ltd MobileOne Ltd 60

67 Mr Tan Gee Paw Director Ascendas Pte Ltd Mr Tan Gee Paw was appointed Chairman of the Public Utilities Board, Singapore s national water agency on 1 April He is also the Chairman of OpenNet Pte Ltd and a director of Singapore Millenium Foundation Limited. Previous appointments held by Mr Tan include Principal of Ngee Ann Polytechnic, and Permanent Secretary of the then Ministry of Environment. Mr Tan graduated with a Bachelor of Engineering (Civil) First Class Honours degree from the University of Malaya in In 1971, he obtained a Master of Science in Systems Engineering from the University of Singapore. He was conferred an Honorary Degree of Doctor of Science from the University of Westminster, UK in 1993 and an Honorary Doctorate in Engineering from Sheffield University, UK in In 1978, Mr Tan received the Public Administration Medal (Silver), and in 2001, the Meritorious Service Medal. He also received a Special Award (Gold Medal) for Clean River Commemoration in He received the Medal of Commendation at the NTUC May Day Award in 2005, and the President s Award for the Environment in Mr Tan was also bestowed the Distinguished Service Order in In 2011, Mr Tan was conferred the Distinguished Engineering Alumni Award by the National University of Singapore, and elected an Honorary Fellow of the Institution of Engineers, Singapore. Mr Willy Shee Ping Yah Director Ascendas Pte Ltd Mr Willy Shee Ping Yah is currently the Chairman, Asia, of CB Richard Ellis (Pte) Ltd. He also holds several other appointments with the Singapore Chinese Chamber of Commerce and Industry, Supreme Court Inquiry Panel, Real Estate Developers Association of Singapore, and the Lions Club of Singapore Jurong. In addition to his current employment, he is also a Director of the following companies: CBRE Management Pte Ltd CBRE Pte Ltd NTUC Fairprice Co-operative Ltd Lafe (Emerald Hill) Development Pte Ltd Strategic Partners Asia II, Pte Ltd Director, SLF Properties Pte Ltd Proper Investment Pte Ltd SLF AMK Pte Ltd Strategic Partners Asia II Akihabara Pte Ltd Bund Center Investment Ltd (listed on the SGX-ST) Sunway REIT Management Sdn Bhd (listed on the Malaysia Stock Exchange) Shanghai Golden Bund Real Estate Co., Ltd Mercatus Co-operative Ltd OMB Pte. Ltd. A Colombo Plan Scholar, Mr Shee graduated in 1970 from the University of Auckland, New Zealand, with a Diploma in Urban Valuation. He is presently an associate member of the New Zealand Property Institution, and a Fellow member of the Singapore Institute of Surveyors and Valuers and the Association of Facilities and Property Management. Mr Shee was awarded the Friend of Labour Award by NTUC in May

68 Mr Chee Hong Tat Director Ascendas Pte Ltd Mr Chee Hong Tat is Chief Executive at the Energy Market Authority. Before being appointed to his present post, he was the Principal Private Secretary to Minister Mentor Lee Kuan Yew from 2008 to He joined the Administrative Service in 1998 as Assistant Director of Human Resource Planning at the Ministry of Home Affairs. He was subsequently posted to the Ministry of Finance from 2000 to 2003 where he was Head of Regulatory Services and Secretary to the Council on Corporate Disclosure and Governance. From 2003 to 2005, he was Deputy Director for Sea Transport and Head of Strategic Planning at the Ministry of Transport. He served at the Ministry of Education as Director of Planning from 2006 to Mr Chee studied at the University of California at Berkeley on an Overseas Merit Scholarship, and graduated in 1996 with a Bachelor of Science (Highest Honours) in Electrical Engineering & Computer Sciences and a Bachelor of Arts (Highest Honours) in Economics. He obtained a Masters degree in Business Administration from Adelaide University in 2006, and was awarded the Newmont Australia Prize for Most Outstanding MBA Graduate. Mr Charles Chen Chih-Yuan Director Ascendas Pte Ltd Based in Taiwan, Mr Charles Chen is a highly-regarded corporate figure in the local community with many years of experience in the technology, financial services, insurance and transportation management sectors. Mr Chen currently holds the position of Chairman of Eyon Holding Group. He is also the Vice-Chairman of Taiwan Air Cargo Terminal Corporation and Taiwan Insurance Co., Ltd. In addition, he serves as a Board member of China Airlines, and holds many other local and foreign directorships. Mr Chen was the Chairman of the UTAC Group, the world s No. 5 semiconductor back-end services provider, and was also the Chairman of Epistar Corporation, a world-leader in LED chips. Mr Chen is the Co-President of Chen Yung Foundation and Director of Formosa Cancer Foundation in Taiwan. He also sits on the Boards of a number of non-profit organisations, including the Children Liver Foundation, Earth s Love Foundation and the Taiwan Orthopedic Sports Medicine Research Foundation, among others. Mr Chen received a Masters degree in Business Administration (MBA) from New York University in He obtained a Bachelor of Economics from Fu-Jen Catholic University in Taiwan in 1985 and received the Outstanding Alumni Award in Mr Lee Eng Beng SC Director Ascendas Pte Ltd From 1998 to date, Mr Lee Eng Beng has been a partner at Rajah & Tann LLP. From 2003 to 2009, he headed the firm s Business Finance and Insolvency Practice Group, with a strong focus on banking, insolvency and commercial litigation. He continues to be active as Counsel and advisor to banks and financial institutions, insolvency practitioners, and distressed companies, as well as in commercial litigation and arbitration. He was appointed Senior Counsel in 2008 and the Managing Partner of Rajah & Tann LLP in Mr Lee graduated with First Class Honours in Law from NUS in He served as a Senior Tutor with the Faculty of Law in NUS and a Justices Law Clerk in the Supreme Court of Singapore. In 1994, he obtained a Bachelor of Civil Law postgraduate degree from Oxford University, with First Class Honours. He then served as a lecturer in the Faculty of Law in NUS from 1994 to Mr Lee is a member of the Energy Market Authority. 62

69 Mr Balu Doraisamy Director Ascendas Pte Ltd Mr Doraisamy has 30 years of IT experience spanning the global market, including 25 years with HP. This includes three years as Managing Director of HP in Asia-Pacific and Japan ( APJ ), and nine years as Country Managing Director for HP/Compaq in India. Under his leadership, HP has achieved nearly 20% (USD 23B) of its global business in the APJ region. His diverse international background includes hands-on experience in Software, Server, Storage, PC, Printer, Network, Services, M&A and Integration in the U.S. and across the APJ region. Mr Doraisamy led leadership teams in various countries through complex customer engagements, business transformation and growth initiatives. His experience includes developing and overseeing country subsidiaries, manufacturing facilities, offshore IT delivery services, BPO units, engineering centres and research labs. Mr Doraisamy s expertise includes the application of technology for the benefit of business transformation across multiple industries. He has also developed significant insight in growing enterprise, Government, SME and consumer markets. Mr Doraisamy holds a post graduate degree in Computer Science and a Master s degree in Mathematics. He currently also serves as a Board member of MphasiS (a HP company) and TVS Electronics (India). Mr Jen Kwong Hwa Director Ascendas Pte Ltd Mr Jen Kwong Hwa is Managing Director of Micron Semiconductor Asia. Mr Jen joined Micron in October 1998 with the acquisition of Texas Instruments memory business. He started his career with Texas Instruments Singapore in 1979 as an engineer and held a series of increasingly responsible positions, including Engineering Manager, Quality Manager and Operations Manager before assuming the General Manager role in He was appointed to the current position of Managing Director in October Mr Jen graduated with a Bachelor of Science degree from Imperial College, London in He was a past member of the SQA Governing Council, Energy Market Authority and the Co-Chair of the Energy Sub-Committee of the Economic Strategies Committee. He is currently a Board member of JTC and IM Flash Singapore, LLP. Mr Alan Nisbet Director Ascendas Pte Ltd Mr Alan Nisbet was with Deloitte in Australia, the United States of America and in the Asia-Pacific region in a career which spanned 38 years. He was Head of Audit & Assurance Services for Deloitte Southeast Asia, a role which covered the Audit & Assurance Operations, Business Development and Quality of the Deloitte Audit & Assurance practice in Southeast Asia. While at Deloitte, Mr Nisbet also established the Deloitte Enterprise Risk Service function in Singapore and led that practice division for four years, taking care of Corporate Governance, Risk Management, Internal Audit and IT Security services. Following his retirement from Deloitte in May 2011, Mr Nisbet established Kanni Advisory, a consultancy specialising in financial and business advisory services. He plays an oversight role on the Quality Reviews of Deloitte Australia and Korea practices. He also successfully completed the Singapore Mediation Centre (SMC) accreditation workshop for Industry Professionals and has been invited to sit on the SMC Panel of Principal Mediators. Mr Nisbet holds a Diploma of Business Studies, Accounting from Caulfield Institute of Technology, Melbourne. He is a member of the Institute of Certified Public Accountants of Singapore and a Practicing Associate of the Institute of Chartered Accountants in Australia. 63

70 TERMS AND CONDITIONS OF THE CAPITAL SECURITIES The following, subject to amendment and save for the paragraphs in italics, are the Terms and Conditions of the Capital Securities, substantially as they will appear on the reverse of each of the definitive certificates evidencing the Capital Securities: The issue of the S$300,000, per cent. perpetual capital securities (the Capital Securities, which expression shall include any Further Capital Securities) was (save in respect of any Further Capital Securities) authorised by a resolution of the Board of Directors of Ascendas Pte Ltd (the Issuer ) passed on 3 April The Capital Securities are constituted by a Trust Deed (the Trust Deed ) dated 18 April 2012 between the Issuer and DBS Trustee Limited (the Trustee, which expression shall include all persons for the time being the trustee or trustees under the Trust Deed) as trustee for the holders of the Capital Securities. The Capital Securities are issued with the benefit of a Deed of Covenant (the Deed of Covenant ) dated 18 April 2012 executed by the Issuer by way of a deed poll. These terms and conditions (the Conditions ) include summaries of, and are subject to, the detailed provisions of the Trust Deed, which includes the form of the Capital Securities. Copies of the Trust Deed, the Agency Agreement (the Agency Agreement ) dated 18 April 2012 relating to the Capital Securities between the Issuer, the Trustee, the initial principal paying agent, the calculation agent named in it (the Calculation Agent ), the other paying agents, the registrar named in it (the Registrar ) and any transfer agents (each a Transfer Agent ), the Master Depository Services Agreement (the Depository Services Agreement ) dated 18 April 2012 between the Issuer and The Central Depository (Pte) Limited ( CDP ) and the Deed of Covenant, are available for inspection during usual business hours at the principal office of the Trustee (presently at 6 Shenton Way, #14-01 DBS Building Tower One, Singapore ) and at the specified offices of the principal paying agent for the time being (the Principal Paying Agent ) and the other paying agents for the time being (the Paying Agents, which expression shall include the Principal Paying Agent). Agents means the Principal Paying Agent, the Calculation Agent, the Registrar, the Transfer Agents and any other agent or agents appointed from time to time with respect to the Capital Securities. The Holders are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and the Deed of Covenant and are deemed to have notice of those provisions applicable to them of the Agency Agreement and the Depository Services Agreement. 1 Form, Denomination, Title and Transfer (a) Form and denomination: The Capital Securities are issued in registered form in the denomination of S$250,000. The Capital Securities are represented by registered certificates ( Certificates ) and each Certificate shall be numbered serially and represent the entire holding of the Capital Securities by the same holder. (b) Title: Title to the Capital Securities passes by transfer and registration in the register that the Issuer shall procure to be kept by the Registrar in accordance with the provisions of the Agency Agreement (the Register ). Except as ordered by a court of competent jurisdiction or as required by law, the holder of any Capital Security will be deemed to be and may be treated as its absolute owner for all purposes whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it, any writing on the Certificate representing it, or the theft or loss of such Certificate and no person will be liable for so treating the holder. In these Conditions, Holder and (in relation to a Capital Security) holder means the person in whose name a Capital Security is for the time being registered in the Register (or, in the case of a joint holding, the first named thereof). For so long as any of the Capital Securities is represented by the Global Certificate and the Global Certificate is registered in the name of CDP, each person who is for the time being shown in the records of CDP as the holder of a particular principal amount of such Capital Securities (in which regard any certificate or other document issued by CDP as to the principal amount of such Capital Securities standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer, the Paying Agents, the Calculation Agent, the Registrar, the Transfer Agents and the Trustee as the holder of such principal amount of Capital Securities other than with respect to the payment of principal and Distributions (including Arrears of Distributions and Additional Distribution Amounts) and any other amounts in respect of the Capital Securities, for which purpose the registered holder of the Global Certificate shall be 64

71 treated by the Issuer, the Paying Agents, the Calculation Agent, the Registrar, the Transfer Agents and the Trustee as the holder of such Capital Securities in accordance with and subject to the terms of the Global Certificate (and the expressions Holder and holder of Capital Securities and related expressions shall be construed accordingly). Capital Securities which are represented by the Global Certificate will be transferable only in accordance with the rules and procedures for the time being of CDP. (c) (d) (e) (f) Transfer: One or more Capital Securities may be transferred upon the surrender (at the specified office of the Registrar or any Transfer Agent) of the Certificate representing such Capital Securities to be transferred, together with the form of transfer endorsed on such Certificate (or such other forms of transfer in substantially the same form and containing the same representations and certificates (if any), unless otherwise agreed by the Issuer) duly completed and executed and any other evidence which the Registrar or Transfer Agent may require. No transfer of title to any Capital Security will be valid or effective unless and until entered on the Register. In the case of a transfer of part only of a holding of Capital Securities represented by one Certificate, a new Certificate shall be issued to the transferee in respect of the part transferred and a further new Certificate in respect of the balance of the holding not transferred shall be issued to the transferor; provided that, in the case of a transfer of Capital Securities to a person who is already a holder of Capital Securities, a new Certificate representing the enlarged holding shall only be issued against surrender of the Certificate representing the existing holding. All transfers of Capital Securities and entries on the Register will be made subject to the detailed regulations concerning transfer of Capital Securities scheduled to the Agency Agreement. The regulations may be changed by the Issuer, with the prior written approval of the Trustee and the Registrar. A copy of the current regulations will be mailed (free of charge) by the Registrar to any Holder upon request. Delivery of New Certificates: Each new Certificate to be issued pursuant to Condition 1(c) (Transfer) shall be available for delivery within five business days of receipt of a duly completed request for exchange or form of transfer or the surrender of the original Certificate for exchange together with satisfaction of any other requirements imposed by these Conditions. Delivery of the new Certificate(s) shall be made at the specified office of the Registrar or of the Transfer Agent (as the case may be) to whom delivery or surrender of such request for exchange or form of transfer or Certificate shall have been made or, at the option of the holder making such delivery or surrender as aforesaid and as specified in the relevant request for exchange, form of transfer or otherwise in writing, be mailed by uninsured post at the risk of the holder entitled to the new Certificate to such address as may be so specified, unless such holder requests otherwise and pays in advance to the Registrar or the relevant Transfer Agent (as the case may be) the costs of such other method of delivery and/or such insurance as it may specify. In this Condition 1(d), business day means a day, other than a public holiday, Saturday or Sunday, on which banks are open for business in Singapore and the place of the specified office of the Registrar or the relevant Transfer Agent (as the case may be). No Charge: Save as provided in the Agency Agreement, transfer of Capital Securities shall be issued and registered without charge by or on behalf of the Issuer, the Registrar or any Transfer Agent, but upon payment of any tax or other governmental charges that may be imposed in relation to it (or the giving of such indemnity as the Registrar or the relevant Transfer Agent may require). Closed Periods: No Holder may require the transfer of a Capital Security to be registered (i) during the period of 15 days ending on (and including) the due date for any payment of principal or Distribution (including Arrears of Distribution and Additional Distribution Amounts) in respect of the Capital Securities, (ii) during the period of 15 days prior to (and including) any date on which Capital Securities may be called for redemption by the Issuer at its option pursuant to Condition 5(b) (Redemption at the option of the Issuer) or (iii) after any such Capital Security has been called for redemption. 2 Status (a) Status: The Capital Securities constitute direct, unconditional, unsecured and subordinated obligations of the Issuer and shall at all times rank pari passu and without any preference or priority among themselves and with any Parity Obligations. The rights and claims of the Holders are subordinated in the manner described in Condition 2(b) (Subordination). 65

72 (b) Subordination: The Holder Claims will, in the event that an order is made or an effective resolution is passed for the winding-up of the Issuer (subject to and to the extent permitted by applicable law), rank in such winding-up: (i) (ii) (iii) junior to the rights and claims of all Senior Creditors of the Issuer; pari passu with each other and with the rights and claims of any Parity Creditors or holders of Parity Obligations; and senior to the rights and claims of holders of Junior Obligations. (c) No set-off: Subject to applicable law, no Holder may exercise, claim or plead any right of setoff, counterclaim, compensation or retention in respect of any amount owed to it by the Issuer under, or arising from, the Capital Securities and each Holder will, by virtue of his holding of any Capital Security, be deemed to have waived all such rights of set-off, counterclaim, compensation or retention. Without prejudice to the preceding sentence, if any of the amounts owing to any Holder by the Issuer in respect of, or arising under or in connection with the Capital Securities is discharged by set-off, such Holder shall, subject to applicable law, immediately pay an amount equal to the amount of such discharge to the Issuer (or, in the event of its winding-up or judicial management, the liquidator or, as appropriate, judicial manager of the Issuer) and, until such time as payment is made, shall hold such amount in trust for the Issuer (or the liquidator or, as appropriate, judicial manager of the Issuer) and accordingly any such discharge shall be deemed not to have taken place. 3 Distributions (a) Accrual of Distribution: Subject to Condition 4 (Distribution Deferral), the Capital Securities confer a right to receive distribution (each a Distribution ) from and including 18 April 2012 at the applicable Distribution Rate, payable semi-annually in arrear on 18 April and 18 October in each year (each, a Distribution Payment Date ), with the first payment of Distribution being made on 18 October 2012 (the First Distribution Payment Date ) in respect of the period from, and including, the Issue Date to, but excluding, the First Distribution Payment Date. Unless otherwise provided in these Conditions, each Capital Security will cease to confer the right to receive any Distribution from the due date for redemption unless, upon surrender of the Certificate representing such Capital Security, payment of principal and accrued Distributions is improperly withheld or refused. In such event, Distributions shall continue to accrue at the applicable Distribution Rate (both before and after judgment) until whichever is the earlier of (i) the day on which all sums due in respect of such Capital Security up to that day are received by or on behalf of the relevant holder, and (ii) the day falling seven days after the Trustee or the Principal Paying Agent has notified Holders of receipt of all sums due in respect of all the Capital Securities up to that seventh day (except to the extent that there is failure in the subsequent payment to the relevant holders under these Conditions). Where Distributions are to be calculated in respect of a period which is equal to or less than one year, the day-count fraction used will be the number of days in the relevant period, from (and including) the date from which Distributions begin to accrue to (but excluding) the date on which it falls due, divided by 365. Distributions in respect of any Capital Security shall be calculated per S$250,000 in principal amount of each Capital Security. The amount of Distributions payable for each Capital Security for any period shall be equal to the product of the applicable Distribution Rate, the denomination of such Capital Security and the day-count fraction for the relevant period, rounding the resulting figure to the nearest cent (half a cent being rounded upwards). For so long as any of the Capital Securities is represented by the Global Certificate and the Global Certificate is held by CDP, the Distributions (including Arrears of Distribution and Additional Distribution Amounts) payable on such Capital Securities will be determined based on the aggregate holdings of Capital Securities of each person who is for the time being shown in the records of CDP as the holder of a particular principal amount of such Capital Securities. 66

73 (b) Rate of Distribution: The rate of distribution (the Distribution Rate ) applicable to the Capital Securities shall be: (i) (ii) in respect of the period from, and including, the Issue Date to, but excluding, the First Call Date, 4.75 per cent. per annum; and in respect of the period from, and including, the First Call Date and each Reset Date falling thereafter to, but excluding, the immediately following Reset Date, the Relevant Reset Distribution Rate, Provided always that in the event that a Change of Control has occurred, so long as the Issuer has not already redeemed the Capital Securities in accordance with Condition 5(g) (Redemption upon a Change of Control), the then prevailing Distribution Rate shall be increased by a rate equal to the Change of Control Margin with effect from, and including, the immediately following Distribution Payment Date (or, if the Change of Control occurs on or after the date which is two business days prior to the immediately following Distribution Payment Date, the next following Distribution Payment Date). (c) (d) Calculation of Relevant Reset Distribution Rate: The Calculation Agent will, on the second business day prior to each Reset Date, calculate the applicable Relevant Reset Distribution Rate payable in respect of each Capital Security. The Calculation Agent will cause the applicable Relevant Reset Distribution Rate determined by it to be promptly notified to the Paying Agents. Notice thereof shall also promptly be given by the Calculation Agent to the Trustee, the Registrar, the Paying Agents, the Transfer Agents and the Holders in accordance with Condition 14 (Notices). All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Condition 3 by the Calculation Agent will (in the absence of manifest error) be binding on the Issuer, the Paying Agents and the Holders and (subject as aforesaid) no liability to any such person will attach to the Calculation Agent in connection with the exercise or non-exercise by it of its powers, duties and discretions for such purposes. Publication of Relevant Reset Distribution Rate: The Issuer shall cause notice of the then applicable Relevant Reset Distribution Rate in respect of the First Call Date and each Reset Date to be promptly notified to the Trustee, the Paying Agents, the Registrar, the Transfer Agents and (in accordance with Condition 14 (Notices)) the Holders after determination thereof. 4 Distribution Deferral (a) Deferral of Distribution Payments: The Issuer may, at its sole discretion, elect to defer any Distribution (in whole and not in part) which is otherwise scheduled to be paid on a Distribution Payment Date by giving notice of such election in the form set out in Schedule 4 to the Trust Deed to the Holders in accordance with Condition 14 (Notices), the Trustee and the Agents not more than 15 nor less than five business days prior to the relevant Distribution Payment Date unless a Compulsory Distribution Payment Event has occurred in the 12-month period prior to such Distribution Payment Date. Such Distribution will not be due and payable or be paid until the relevant Payment Reference Date (but without prejudice to Condition 4(d) (Voluntary payment of Arrears of Distribution)) and will constitute Arrears of Distribution. The Issuer shall have no obligation to pay any Distribution (including any Arrears of Distribution and any Additional Distribution Amount) on any Distribution Payment Date if it validly elects not to do so in accordance with this Condition 4(a) and any failure to pay Distributions deferred shall not constitute a default of the Issuer in respect of the Capital Securities. Arrears of Distributions will be payable in accordance with Conditions 4(c) (Mandatory payment of Arrears of Distribution) and 4(d) (Voluntary payment of Arrears of Distribution). The Issuer may, at its sole discretion, elect to further defer any Arrears of Distribution by complying with the foregoing notice requirements applicable to any deferral of an accrued Distribution. The Issuer is not subject to any limit as to the number of times Distributions and Arrears of Distributions can or shall be deferred pursuant to this Condition 4(a). 67

74 Each amount of Arrears of Distributions shall bear interest as if it constituted the principal of the Capital Securities at the prevailing Distribution Rate and the amount of such interest (the Additional Distribution Amount ) with respect to Arrears of Distributions shall be due and payable pursuant to this Condition 4 and shall be calculated by applying the applicable Distribution Rate to the amount of the Arrears of Distributions and otherwise mutatis mutandis as provided in the foregoing provisions of Condition 3 (Distributions). The Additional Distribution Amount accrued up to any Distribution Payment Date shall be added, for the purpose of calculating the Additional Distribution Amount accruing thereafter, to the amount of Arrears of Distributions remaining unpaid on such Distribution Payment Date so that it will itself become Arrears of Distributions. (b) Distribution and Capital Stopper: If, on any Distribution Payment Date, payment of Distributions (including Arrears of Distribution and Additional Distribution Amount) scheduled to be made on such date is not made in full by reason of this Condition 4, the Issuer shall not, and shall procure that none of its subsidiaries shall: (i) (ii) declare or pay any dividends, distributions or make any other payment (including payments under any guarantee obligations) on, and will procure that no dividend, distribution or other payment (including payments under any guarantee obligations) is made on any of the Issuer s Junior Obligations or (except on a pro rata basis) any of the Issuer s Parity Obligations; or redeem, purchase, cancel, reduce, buy-back or otherwise acquire for any consideration any of the Issuer s Junior Obligations or (except on a pro rata basis) any of the Issuer s Parity Obligations, in each case, other than (A) if the Issuer has made payment in whole (and not in part only) of all outstanding Arrears of Distributions and any Additional Distribution Amounts or (B) when so permitted by an Extraordinary Resolution (as defined in the Trust Deed) of the Holders. (c) (d) (e) Mandatory payment of Arrears of Distribution: The Issuer shall satisfy any outstanding Arrears of Distributions and any outstanding Additional Distribution Amounts in whole, but not in part, on the relevant Payment Reference Date. Voluntary payment of Arrears of Distribution: Notwithstanding that a Payment Reference Date has not taken place, the Issuer may, at any time, on giving not more than 20 nor less than 10 business days irrevocable notice to the Holders in accordance with Condition 14 (Notices), the Trustee and the Agents, elect to make payment, in whole or in part, of any Arrears of Distribution and any Additional Distribution Amounts. Any partial payment of outstanding Arrears of Distribution or any Additional Distribution Amount by the Issuer shall be shared by the Holders of all outstanding Capital Securities on a pro rata basis. No default: Notwithstanding any other provision in these Conditions or the Trust Deed, the deferral of any Distribution payment in accordance with this Condition 4 shall not constitute a default for any other purpose (including, without limitation, pursuant to Condition 8 (Enforcement Events) on the part of the Issuer). 5 Redemption and Purchase (a) No fixed redemption date: The Capital Securities are perpetual securities in respect of which there is no fixed redemption date. Subject to the provisions of Condition 2 (Status) and without prejudice to Condition 8 (Enforcement Events), the Capital Securities may not be redeemed at the option of the Issuer other than in accordance with this Condition 5. (b) Redemption at the option of the Issuer: The Capital Securities may be redeemed at the option of the Issuer in whole, but not in part, on any Distribution Payment Date falling on or after the First Call Date, on giving not less than 30 nor more than 60 days irrevocable notice to the Holders, the Trustee and the Agents at their principal amount, together with Distributions accrued to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount, if applicable). 68

75 (c) (d) (e) Redemption for taxation reasons: The Capital Securities may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days irrevocable notice to the Holders, the Trustee and the Agents, at their principal amount together with Distributions accrued to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount, if applicable) if (i) the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 7 (Taxation) as a result of any change in, or amendment to, the laws or regulations of Singapore or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after 10 April 2012 and (ii) such obligations cannot be avoided by the Issuer taking reasonable measures available to it (a Gross-Up Event ), provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts were a payment in respect of the Capital Securities then due. Prior to the publication of any notice of redemption pursuant to this Condition 5(c), the Issuer shall deliver to the Trustee (x) a certificate signed by a duly authorised officer of the Issuer stating that the obligation referred to in (i) above cannot be avoided by the Issuer taking reasonable measures available to it and (y) an opinion of independent tax or legal advisers of recognised standing to the effect that the Issuer has or is likely to become obliged to pay such additional amounts as a result of such change or amendment, and the Trustee shall be entitled to accept such certificate and legal opinion as sufficient evidence of the satisfaction of the conditions precedent set out above in which event it shall be conclusive and binding on the Holders. Redemption for accounting reasons: The Capital Securities may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days irrevocable notice to the Holders, the Trustee and the Agents, at their principal amount together with Distributions accrued to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount, if applicable) if as a result of any changes or amendments to the Singapore Financial Reporting Standards ( SFRS ) (or any other accounting standards that may replace SFRS for the purposes of the consolidated financial statements of the Issuer) or other internationally generally accepted accounting standards that the Issuer has adopted for the purposes of the preparation of its audited consolidated financial statements (the Relevant Accounting Standard ), the Capital Securities may no longer be recorded as equity in the audited consolidated financial statements of the Issuer prepared in accordance with the Relevant Accounting Standard (the Accounting Event ), provided that such date for redemption shall be no earlier than the last day before the date on which the Capital Securities may no longer be recorded as equity in the audited consolidated financial statements of the Issuer prepared in accordance with the Relevant Accounting Standard. Prior to the publication of any notice of redemption pursuant to this Condition 5(d), the Issuer shall deliver to the Trustee (x) a certificate signed by a duly authorised officer of the Issuer stating that an Accounting Event has occurred and the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred and (y) an opinion of independent auditors of recognised standing to the effect that an Accounting Event has occurred and is prevailing, and the Trustee shall be entitled to accept such certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent set out above in which event it shall be conclusive and binding on the Holders. Redemption for tax deductibility reasons: The Capital Securities may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days irrevocable notice to the Holders, the Trustee and the Agents, at their principal amount together with Distributions accrued to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount, if applicable) if as a result of: (i) any amendment to, or change in, the laws (or any rules or regulations thereunder) of Singapore or any political subdivision or any taxing authority thereof or therein which is enacted, promulgated, issued or becomes effective otherwise on or after the Issue Date; 69

76 (ii) (iii) any amendment to, or change in, an official and binding interpretation of any such laws, rules or regulations by any legislative body, court, governmental agency or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory determination) which is enacted, promulgated, issued or becomes effective otherwise on or after the Issue Date; or any applicable official interpretation or pronouncement that provides for a position with respect to such laws or regulations that differs from the previous generally accepted position which is issued or announced on or after the Issue Date, payments by the Issuer would no longer, or within 90 days of the date of the opinion referred to in paragraph (y) below would not be fully deductible by the Issuer for Singapore income tax purposes ( Tax Deductibility Event ), provided that no notice of redemption may be given earlier than 90 days prior to the effective date on which payments on the Capital Securities would not be fully tax deductible by the Issuer for Singapore profits tax. Prior to the publication of any notice of redemption pursuant to this Condition 5(e), the Issuer shall deliver or procure that there is delivered to the Trustee (x) a certificate signed by a duly authorised officer of the Issuer stating that the circumstances referred to above prevail and setting out the details of such circumstances and (y) an opinion of the Issuer s independent tax or legal advisers of recognised standing stating that the circumstances referred to above prevail and the date on which the relevant change or amendment to the tax regime is due to take effect, and the Trustee shall be entitled to accept such certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent set out above in which event it shall be conclusive and binding on the Holders. (f) (g) (h) (i) (j) Redemption in the case of minimum outstanding amount: The Capital Securities may be redeemed at the option of the Issuer in whole, but not in part, at any time at their principal amount, together with Distributions accrued to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount, if applicable) on the Issuer giving not less than 30 nor more than 60 days irrevocable notice to the Holders, the Trustee and the Agents if, immediately before giving such notice, the aggregate principal amount of the Capital Securities outstanding is less than 10 per cent. of the aggregate principal amount originally issued. Redemption upon a Change of Control: The Capital Securities may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days irrevocable notice to the Holders, the Trustee and the Agents, at their principal amount together with Distributions accrued to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount, if applicable) following the occurrence of a Change of Control. Notice of redemption: All Capital Securities in respect of which any notice of redemption is given under this Condition 5 shall be redeemed on the date specified in such notice in accordance with this Condition 5. No other redemption: The Issuer shall have no obligation to make any payment of principal in respect of the Capital Securities otherwise than as provided in Conditions 5(b) (Redemption at the option of the Issuer), 5(c) (Redemption for taxation reasons), 5(d) (Redemption for accounting reasons), 5(e) (Redemption for tax deductibility reasons), 5(f) (Redemption in the case of minimum outstanding amount) and 5(g) (Redemption upon a Change of Control) above. Purchases: The Issuer or any of its subsidiaries may at any time purchase Capital Securities at any price in the open market or otherwise, provided that in any such case such purchase is in compliance with all relevant laws, regulations and directives. The Capital Securities so purchased, while held by or on behalf of the Issuer or any such subsidiary, shall not entitle the holder to vote at any meetings of the Holders and shall not be deemed to be outstanding for the purposes of calculating quorums at meetings of the Holders or for the purposes of Condition 11(a) (Meetings of Holders). 70

77 (k) Cancellation: All Certificates representing Capital Securities purchased by or on behalf of the Issuer or any of its subsidiaries may be surrendered for cancellation to the Registrar at its specified office and, upon surrender thereof, all such Capital Securities shall be cancelled forthwith. Any Certificates so surrendered for cancellation may not be reissued or resold and the obligations of the Issuer in respect of any such Capital Securities shall be discharged. 6 Payments (a) Method of payment: (i) Payment of principal shall be made (subject to surrender of the relevant Certificates at the specified office of the Registrar or of any Transfer Agent if no further payment falls to be made in respect of the Capital Securities represented by such Certificates) in the manner provided in paragraph (ii) below. (ii) (iii) Distributions (including any Arrears of Distribution and any Additional Distribution Amount) on each Capital Security shall be paid to the person shown on the Register at the close of business on the fifth business day before the due date for payment thereof (the Record Date ). Payments of Distributions (including any Arrears of Distribution and any Additional Distribution Amount) on each Capital Security shall be made in the relevant currency by cheque drawn on a bank and mailed to the holder (or to the first named of joint holders) of such Capital Security at its address appearing in the Register. Upon application by the holder to the specified office of the Registrar or any Transfer Agent before the Record Date, such payment of Distributions (including any Arrears of Distribution and any Additional Distribution Amount) may be made by transfer to an account in the relevant currency maintained by the payee with a bank. If the amount of principal being paid upon surrender of the relevant Certificate is less than the outstanding principal amount of such Certificate, the Registrar will annotate the Register with the amount of principal so paid and will (if so requested by the Issuer or a Holder) issue a new Certificate with a principal amount equal to the remaining unpaid outstanding principal amount. If the amount of Distributions (including any Arrears of Distribution and any Additional Distribution Amount) being paid is less than the amount then due, the Registrar will annotate the Register with the amount of Distributions (including any Arrears of Distribution and any Additional Distribution Amount) so paid. (b) (c) (d) (e) Payments subject to laws: All payments are subject in all cases to any applicable fiscal or other laws, regulations and directives, but without prejudice to the provisions of Condition 7 (Taxation). No commissions or expenses shall be charged to the Holders in respect of such payments. Payment initiation: Where payment is to be made by transfer to an account in the relevant currency, payment instructions (for value the due date, or if that is not a business day, for value the first following day which is a business day) will be initiated, and, where payment is to be made by cheque, the cheque will be mailed, on the last day on which the Principal Paying Agent is open for business preceding the due date for payment or, in case of payments of principal where the relevant Certificate has not been surrendered at the specified office of the Registrar or of any Transfer Agent, on a day on which the Principal Paying Agent is open for business and on which the relevant Certificate is surrendered. Payments on business days: If any date for payment in respect of any Capital Security is not a business day, the Holder shall not be entitled to payment until the following business day nor to any Distribution or other sum in respect of such postponed payment and shall not be entitled to any further interest or other payment in respect of any such delay. In this Condition 6, business day means a day, other than a public holiday, Saturday or Sunday, on which commercial banks and foreign exchange markets are open for business in Singapore and in the city in which the specified office of the relevant Paying Agent is located and, in the case of the surrender of the Certificate, in the place where the Certificate is surrendered. Agents: The initial Paying Agents, the Registrar and the initial Transfer Agents and their respective initial specified offices are listed below. The Issuer reserves the right at any time with the approval of the Trustee to vary or terminate the appointment of any Paying Agent, the Calculation Agent, 71

78 the Registrar or any Transfer Agent and to appoint additional or other Paying Agents, Calculation Agents, Registrars or Transfer Agents, provided that it will at all times maintain a Paying Agent, a Calculation Agent, a Registrar and a Transfer Agent with a specified office in Singapore. Notice of any change in the Paying Agents, the Calculation Agent, the Registrar, the Transfer Agents or their specified offices will promptly be given to the Holders in accordance with Condition 14 (Notices). 7 Taxation All payments of principal and Distributions (including Arrears of Distributions and Additional Distribution Amounts) by or on behalf of the Issuer in respect of the Capital Securities shall be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within Singapore or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law. In that event, the Issuer shall pay such additional amounts as will result in receipt by the Holders of such amounts as would have been received by them had no such withholding or deduction been required, except that no such additional amounts shall be payable in respect of any Capital Security presented for payment: (a) (b) Other connection: by or on behalf of a holder who is liable to such taxes, duties, assessments or governmental charges by reason of his being connected with Singapore otherwise than by reason only of the holding of such Capital Security or the receipt of any sums due in respect of such Capital Security (including, without limitation, the holder being a resident of, or a permanent establishment in, Singapore); or Presentation more than 30 days after the Relevant Date: more than 30 days after the Relevant Date except to the extent that the holder thereof would have been entitled to such additional amounts on presenting such Capital Security for payment on the last day of such period of 30 days. Any reference in these Conditions to principal, Distributions, Arrears of Distributions and/or Additional Distribution Amounts shall be deemed to include all amounts in the nature of principal payable pursuant to Condition 5 (Redemption and Purchase), all amounts payable pursuant to Condition 3 (Distributions) and any additional amounts which may be payable under these Conditions or any undertaking given in addition to or substitution for it under the Trust Deed. 8 Enforcement Events (a) Non-payment when due: Notwithstanding any of the provisions below in this Condition 8, the right to institute winding-up proceedings is limited to circumstances where payment under the Capital Securities has become due. In the case of any Distribution or Arrears of Distribution, such payment will not be due if the Issuer has elected to defer that payment pursuant to Condition 4 (Distribution Deferral), provided that nothing in this Condition 8, including any restriction on commencing proceedings, shall in any way restrict or limit any rights of the Trustee or any of its directors, officers, employees or agents to claim from or to otherwise take any action against the Issuer in respect of any costs, charges, fees, expenses or liabilities incurred by such party pursuant to or in connection with the Trust Deed or the Capital Securities. (b) Enforcement Events: If any of the following events occurs, the Trustee at its discretion may, and if so requested in writing by holders of not less than 25 per cent. in principal amount of the Capital Securities then outstanding or if so directed by an Extraordinary Resolution shall (provided that the Trustee shall have been indemnified and/or secured to its satisfaction) institute proceedings for the winding-up of the Issuer and/or prove in the winding-up of the Issuer and/or claim in the liquidation of the Issuer for payment of the Capital Securities at their principal amount together with any Distributions accrued to such date (including any outstanding Arrears of Distribution and any Additional Distribution Amount, if applicable), as provided in the Trust Deed: (i) Non-payment: the Issuer fails to pay the principal of or any Distribution (including Arrears of Distributions and Additional Distribution Amounts) on any of the Capital Securities when due (save, for the avoidance of doubt, for Distributions (including Arrears of Distribution and 72

79 Additional Distribution Amounts) which have been deferred in accordance with Condition 4(a) (Deferral of Distribution Payments)) and such failure continues for a period of 10 business days; or (ii) Winding-up: an order is made or an effective resolution passed for the winding-up or dissolution of the Issuer. (c) (d) (e) (f) Enforcement: Without prejudice to Condition 8(b) (Enforcement Events) but subject to Condition 8(d) (Entitlement of Trustee), the Trustee may, at its discretion and without further notice, institute such proceedings against the Issuer as it may think fit to enforce the terms of the Trust Deed and the Capital Securities (other than any payment obligation of the Issuer under or arising from the Capital Securities or the Trust Deed, including, without limitation, payment of any principal or Distribution (including any Arrears of Distribution and Additional Distribution Amount) in respect of the Capital Securities, including any damages awarded for breach of any obligation), provided that in no event shall the Issuer, by virtue of the institution of any such proceedings, be obliged to pay any sum or sums in cash or otherwise, sooner than the same would otherwise have been payable by it. Entitlement of Trustee: The Trustee will not be bound to take any such proceedings unless (i) it shall have been so directed by an Extraordinary Resolution or so requested in writing by Holders holding not less than 25 per cent. in principal amount of the Capital Securities outstanding, and (ii) it shall have been indemnified and/or secured to its satisfaction. Right of Holders: No Holder shall be entitled to proceed directly against the Issuer or to institute proceedings for the winding-up or claim in the liquidation of the Issuer or to prove in such windingup unless the Trustee, having become so bound to proceed or being able to prove in such windingup or claim in such liquidation, fails or neglects to do so within a reasonable period and such failure or neglect shall be continuing, in which case the Holder shall have only such rights against the Issuer as those which the Trustee is entitled to exercise as set out in this Condition 8. Extent of Holders remedy: No remedy against the Issuer, other than as referred to in this Condition 8, shall be available to the Trustee or the Holders, whether for the recovery of amounts owing in respect of the Capital Securities or under the Trust Deed or in respect of any breach by the Issuer of any of its other obligations under or in respect of the Capital Securities or under the Trust Deed. 9 Prescription Claims in respect of principal and Distributions (including Arrears of Distributions and Additional Distribution Amounts) shall be prescribed and will become void unless made as required by Condition 6 (Payments) within a period of three years from the appropriate Relevant Date for payment. 10 Replacement of Certificates If any Certificate is lost, stolen, mutilated, defaced or destroyed it may be replaced, subject to applicable laws, at the specified office of the Registrar, the Principal Paying Agent or such other Transfer Agent as may from time to time be designated by the Issuer for that purpose and notice of whose designation is given to Holders in accordance with Condition 14 (Notices), upon payment by the claimant of the fees and costs incurred in connection with such replacement and on such terms as to evidence, security and indemnity (which may provide, inter alia, that if the allegedly lost, stolen or destroyed Certificate is subsequently presented for payment, there will be paid to the Issuer on demand the amount payable by the Issuer in respect of such Certificate) and otherwise as the Issuer may require. Mutilated or defaced Certificates must be surrendered before replacements will be issued. 11 Meetings of Holders, Modification, Waiver and Substitution (a) Meetings of Holders: The Trust Deed contains provisions for convening meetings of Holders to consider any matter affecting their interests, including modification by Extraordinary Resolution of the Capital Securities (including these Conditions) or any provisions of the Trust Deed. The Trustee or the Issuer at any time may, and the Trustee upon the request in writing by Holders holding not 73

80 less than 10 per cent in principal amount of the Capital Securities for the time being outstanding shall, convene a meeting of the Holders. An Extraordinary Resolution duly passed at any such meeting shall be binding on all the Holders, whether present or not, except that any Extraordinary Resolution proposed, inter alia, (i) to modify the maturity of the Capital Securities or the dates on which Distributions (including any Arrears of Distribution or any Additional Distribution Amount) are payable in respect of the Capital Securities, (ii) to reduce or cancel the principal amount of, or Distributions (including any Arrears of Distribution or any Additional Distribution Amount) on, the Capital Securities, (iii) to change the currency of payment or denomination of the Capital Securities, (iv) to alter the method or basis of calculating the amount of any payment of principal or any Distribution (including Arrears of Distributions and Additional Distribution Amounts) in respect of the Capital Securities or the date for any such payment, (v) to amend the subordination provisions of the Capital Securities, (vi) to take any steps that as specified hereon may only be taken following approval by an Extraordinary Resolution to which the special quorum provisions apply or (vi) to modify the provisions concerning the quorum required at any meeting of Holders or the majority required to pass an Extraordinary Resolution, will only be binding if passed at a meeting of the Holders (or at any adjournment thereof) at which a special quorum (provided for in the Trust Deed) is present. The Trust Deed provides that a resolution in writing signed by or on behalf of the holders of not less than 90 per cent. in principal amount of the Capital Securities outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Holders duly convened and held. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Holders. (b) (c) Modification and Waiver: The Trustee may agree, without the consent of the Holders, to (i) any modification of any of the provisions of the Trust Deed which in the opinion of the Trustee is of a formal, minor or technical nature, is made to correct a manifest error or to comply with mandatory provisions of Singapore law or is required by CDP and/or any other clearing system in which the Capital Securities may be held and (ii) any other modification (except as mentioned in the Trust Deed), and any waiver or authorisation of any breach or proposed breach, of any of the provisions of the Trust Deed that is in the opinion of the Trustee not materially prejudicial to the interests of the Holders. Any such modification, authorisation or waiver shall be binding on the Holders and, if the Trustee so requires, such modification shall be notified to the Holders as soon as practicable. Substitution or Variation: If a Special Event has occurred and is continuing, then the Issuer may, subject to Condition 4 (Distribution Deferral) (without any requirement for the consent or approval of the Holders) and subject to the provisions of this Condition 11(c) having been complied with, and having given not less than 30 nor more than 60 days irrevocable notice to the Holders, the Trustee and the Agents, at any time either (i) substitute all, but not some only, of the Capital Securities for, or (ii) vary the terms of the Capital Securities with the effect that they remain or become (as the case may be), Qualifying Securities, and the Trustee shall (subject to the following provisions of this Condition 11(c) and subject to the receipt by it of the certificate of a duly authorised officer of the Issuer referred to herein) agree to such substitution or variation. Upon expiry of such notice, the Issuer shall either vary the terms of or, as the case may be, substitute the Capital Securities in accordance with this Condition 11(c). In connection therewith, any outstanding Arrears of Distribution (including any Additional Distribution Amount) shall be satisfied in full in accordance with the provisions of Conditions 4(c) (Mandatory payment of Arrears of Distribution) and 4(d) (Voluntary payment of Arrears of Distrbution). In connection with any substitution or variation in accordance with this Condition 11(c), the Issuer shall comply with the rules of any stock exchange on which the Capital Securities are for the time being listed or admitted to trading. Any such substitution or variation in accordance with the foregoing provisions shall not be permitted if any such substitution or variation would itself give rise to a Special Event with respect to the Capital Securities or the Qualifying Securities. 74

81 (d) Entitlement of the Trustee: In connection with the exercise of its functions (including but not limited to those referred to in this Condition 11) the Trustee shall have regard to the interests of the Holders as a class and shall not have regard to the consequences of such exercise for individual Holders. 12 Indemnification of the Trustee The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including provisions relieving it from taking proceedings to enforce repayment unless indemnified and/or secured to its satisfaction. The Trustee is entitled to enter into business transactions with the Issuer or any of its related corporations without accounting to the Holders for any profit resulting from such transactions. The Trustee may rely without liability to Holders on a report, confirmation or certificate or any advice of any accountants, financial advisers, financial institution or any other expert, whether or not addressed to the Trustee and whether the liability of such accountants, financial advisers, financial institution or any other expert in relation thereto is limited (by its terms or by any engagement letter relating thereto entered into by the Trustee or in any other manner) by reference to a monetary cap, methodology or otherwise. The Trustee may accept and shall be entitled to rely on any such report, confirmation or certificate or advice and such report, confirmation or certificate or advice shall be binding on the Issuer, the Trustee and the Holders. 13 Further Issues The Issuer may from time to time without the consent of the Holders create and issue further securities either having the same terms and conditions as the Capital Securities in all respects (or in all respects except for the first payment of Distributions on them) and so that such further issue shall be consolidated and form a single series with the outstanding securities of any series (including the Capital Securities) or upon such terms as the Issuer may determine at the time of their issue. References in these Conditions to the Capital Securities include (unless the context requires otherwise) any other securities issued pursuant to this Condition 13 and forming a single series with the Capital Securities. Any further securities forming a single series with the outstanding securities of any series (including the Capital Securities) constituted by the Trust Deed or any deed supplemental to it shall, and any other securities may (with the prior written consent of the Trustee or the prior approval of the Holders by way of an Extraordinary Resolution), be constituted by a deed supplemental to the Trust Deed. The Trust Deed contains provisions for convening a single meeting of the Holders and the holders of securities of other series where the Trustee so decides. 14 Notices Notices to Holders will be valid if (i) for so long as the Capital Securities are listed on the Singapore Exchange Securities Trading Limited (the SGX-ST ) and the rules of the SGX-ST so require, published on the website of the SGX-ST at and (ii) despatched by prepaid registered post (by airmail if to another country) to Holders at their addresses appearing in the Register (in the case of joint holders to the address of the holder whose name stands first in the Register). Any such notice shall be deemed to have been given on the fourth day after the date of despatch to the Holders. Until such time as any definitive Certificates are issued, so long as the Global Certificate is issued in the name of CDP, notices to Holders will only be valid if despatched by prepaid registered post (by airmail if to another country) to persons who are for the time being shown in the records of CDP as the holders of the Capital Securities or if the rules of CDP so permit, delivered to CDP for communication by it to the Holders, except that if the Capital Securities are listed on the SGX-ST and the rules of the SGX-ST so require, notice will in any event be published in accordance with the preceding paragraph. Any such notice shall be deemed to have been given to the Holders on the fourth day after the date of despatch to the holders of Capital Securities or, as the case may be, on the fourth day after the date of delivery of the notice to CDP. Notwithstanding the other provisions of this Condition 14, in any case where the identity and addresses of all the Holders are known to the Issuer, notices to such holders may be given individually by recorded delivery mail to such addresses and will be deemed to have been given when received at such addresses. 75

82 15 Contracts (Rights of Third Parties) Act No person shall have any right to enforce any term or condition of the Capital Securities under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore. 16 Governing Law The Trust Deed and the Capital Securities are governed by, and shall be construed in accordance with, Singapore law. 17 Definitions Unless the context otherwise requires, the following terms will have the following meanings in these Conditions: Accounting Event has the meaning provided in Condition 5(d) (Redemption for accounting reasons). Additional Distribution Amount has the meaning provided in Condition 4(a) (Deferral of Distribution Payments). Arrears of Distribution has the meaning provided in Condition 4(a) (Deferral of Distribution Payments). business day means, in relation to any place, a day (other than a public holiday, Saturday or Sunday) on which commercial banks and foreign exchange markets are open for business in both Singapore and (if not Singapore) the city in which the specified office of the Principal Paying Agent and the Registrar is located. CDP means The Central Depository (Pte) Limited. Change of Control means: (a) (b) any Person or Persons (acting together with its related corporations) acquires or acquire Control of the Issuer, if such Person or Persons does not or do not have, and would not be deemed to have, Control of the Issuer on the Issue Date; or the Issuer consolidates with or merges into or sells or transfers all or substantially all of the Issuer s assets to any other Person or Persons (acting together with its related corporations), unless the consolidation, merger, sale or transfer will not result in such other Person or Persons acquiring Control over the Issuer or the successor entity. Change of Control Margin means one per cent. Compulsory Distribution Payment Event means that the Issuer or any of its subsidiaries has: (a) (b) declared or paid any dividends, distributions or made any other payment (including payments under any guarantee obligations) on, or procured any dividend, distribution or other payment (including payments under any guarantee obligations) to be made on any of the Issuer s Junior Obligations or (except on a pro rata basis) any of the Issuer s Parity Obligations; and/ or redeemed, purchased, cancelled, reduced, bought-back or otherwise acquired for any consideration any of the Issuer s Junior Obligations or (except on a pro rata basis) any of the Issuer s Parity Obligations, Control means (a) the ownership or control of more than 50 per cent. of the voting rights of the issued share capital of the Issuer or (b) the right to appoint and/or remove all or the majority of the members of the Issuer s board of directors, whether obtained directly or indirectly, and whether obtained by ownership of share capital, the possession of voting rights, contract or otherwise. 76

83 directive includes any present or future directive, regulation, request, requirement, rule or credit restraint programme of any relevant agency, authority, central bank department, government, legislative, minister, ministry, official public or statutory corporation, self-regulating organisation or stock exchange. Distribution Payment Date has the meaning provided in Condition 3(a) (Accrual of Distribution). Distribution Period means the period from, and including, the Issue Date to, but excluding, the first Distribution Payment Date and each successive period thereafter from, and including each Distribution Payment Date to, but excluding, the next succeeding Distribution Payment Date. Distribution Rate has the meaning provided in Condition 3(b) (Rate of Distribution). Distributions has the meaning provided in Condition 3(a) (Accrual of Distribution). Enforcement Event means any of the events specified in Condition 8(b) (Enforcement Events). Extraordinary Resolution has the meaning provided in the Trust Deed. First Call Date means 18 April Further Capital Securities means any further Capital Securities issued pursuant to Condition 13 (Further Issues) and consolidated and forming a single series with the then outstanding Capital Securities. Global Certificate means the global certificate representing the Capital Securities, or some of them, substantially in the form set out in the Trust Deed. Group has the meaning provided in the Trust Deed. Holder Claims means the rights and claims of the Trustee (in respect of the principal of and Distributions (including Arrears of Distributions and Additional Distribution Amounts) on the Capital Securities) and of the Holders. Holders has the meaning provided in Condition 1(b) (Title). Initial Spread means per cent. Issue Date means 18 April Junior Obligations means (i) any ordinary shares of the Issuer and (ii) any class of the Issuer s share capital or any other instruments or securities (including, without limitation, preference shares) issued, entered into or guaranteed by the Issuer that ranks or is expressed to rank, whether by its terms or by operation of law, junior to the Capital Securities. outstanding has the meaning provided in the Trust Deed. Parity Creditor means any creditor of the Issuer whose claim ranks or is expressed to rank pari passu with the Issuer s obligations under the Capital Securities. Parity Obligations means any instrument or security (including, without limitation, preference shares) issued, entered into or guaranteed by the Issuer that ranks or is expressed to rank, whether by its terms or by operation or law, pari passu with the Capital Securities. Payment Reference Date means the date which is the earliest of: (a) (b) the date on which the Capital Securities are redeemed; the Distribution Payment Date falling immediately after the occurrence of a breach of Condition 4(b) (Distribution and Capital Stopper); and 77

84 (c) the date on which Distributions (including Arrears of Distribution and Additional Distribution Amounts, if applicable) become due under Condition 8(b)(i) (Non-payment) or when an order is made or effective resolution is passed for the winding-up or dissolution of the Issuer. Person means any individual, company, corporation, firm, partnership, joint venture, association, organisation, state or agency of a state or other entity, whether or not having separate legal personality. Qualifying Securities means securities that: (a) have terms not materially less favourable to an investor than the terms of the Capital Securities (as determined by the Trustee, and provided that a certification to such effect (and confirming that the conditions set out in (i) and (ii) below have been satisfied) of a duly authorised officer of the Issuer shall have been delivered to the Trustee prior to the substitution or variation of the relevant Capital Securities upon which certificate the Trustee shall rely absolutely), provided that (i) they are issued by the Issuer or any wholly-owned direct or indirect subsidiary of the Issuer with a guarantee of the Issuer; and (ii) they (or, as appropriate, the guarantee as aforesaid) shall: (x) (y) (z) rank pari passu (together with Parity Obligations) on a winding-up with the Capital Securities; contain terms which provide at least for the same Distribution Rate from time to time applying to the Capital Securities; and otherwise have substantially identical terms (as determined by the Trustee) to the Capital Securities (save where any modifications to such terms are required to be made to avoid the occurrence of a Special Event); and (b) are listed on the SGX-ST. Record Date has the meaning provided in Condition 6(a)(ii) (Method of payment). related corporation has the meaning ascribed to it in the Companies Act, Chapter 50 of Singapore. Relevant Date in respect of any Capital Security means the date on which payment in respect thereof first becomes due or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount outstanding is made or (if earlier) the date falling seven days after that on which notice is duly given to the Holders in accordance with Condition 14 (Notices) that, upon further presentation of the Capital Security being made in accordance with the Conditions, such payment will be made, provided that payment is in fact made upon presentation. Relevant Reset Distribution Rate means the Swap Offer Rate with respect to the relevant Reset Date plus the Initial Spread plus (where applicable) the Change of Control Margin plus (in respect of the period from, and including, the Step-up Date) the Step-Up Margin. Reset Date means the First Call Date and each date falling every five years after the First Call Date. Senior Creditors means, with respect to the Issuer, all creditors of the Issuer other than the Trustee (in respect of the principal of and Distributions (including Arrears of Distributions and Additional Distribution Amounts) on and other amounts in respect of the Capital Securities), the Holders, any Parity Creditors of the Issuer and the holders of the Junior Obligations. SGX-ST has the meaning provided in Condition 14 (Notices). Special Event means an Accounting Event, a Gross-Up Event, a Tax Deductibility Event, or any combination of the foregoing. 78

85 Step-up Date means 18 April Step-Up Margin means one per cent. subsidiaries has the meaning provided in the Trust Deed. Swap Offer Rate means the rate in per cent. per annum notified by the Calculation Agent to the Issuer and the Holders (in accordance with Condition 14 (Notices)) equal to the rate appearing under the column headed SGD IRS OFFER for a maturity of five years which appears on Bloomberg Screen ABSI3 Page published between 11.30am to noon (Singapore time) on the day that is two business days preceding the relevant Reset Date. If such rate does not appear on the Bloomberg Screen ABSI3 Page, the rate for that Reset Date will be any substitute rate announced by the Association of Banks in Singapore, provided that, in each case, in the event such rate is zero or negative, the Swap Offer Rate shall be deemed to be zero per cent. per annum. winding-up of a person also includes the administration, judicial management, dissolution or liquidation of that person. Principal Paying Agent, Registrar, Calculation Agent and Transfer Agent DBS Bank Ltd. 60 Alexandra Terrace The Comtech #05-27 Singapore

86 SUMMARY OF PROVISIONS RELATING TO THE CAPITAL SECURITIES WHILE IN GLOBAL FORM The Global Certificate contains provisions which apply to the Capital Securities while they are in global form, some of which modify the effect of the terms and conditions of the Capital Securities set out in this Information Memorandum. The following is a summary of certain of those provisions: Exchange Subject to the provisions of the Global Certificate, owners of interests in the Capital Securities in respect of which the Global Certificate is issued will be entitled to have title to the Capital Securities registered in their names and to receive individual definitive Certificates if: (i) an Enforcement Event (as defined in the Trust Deed) has occurred and is continuing, (ii) the Depository has closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise), (iii) the Depository has announced an intention to permanently cease business and no alternative clearing system is available or (iv) the Depository has notified the Issuer that it is unable or unwilling to act as depository for the Capital Securities and to continue performing its duties set out in the Master Depository Services Agreement (as defined in the Trust Deed) and no alternative clearing system is available. In such circumstances, the Issuer will cause sufficient individual definitive Certificates to be executed and delivered to the Registrar for completion, authentication and despatch to the relevant holders of the Capital Securities. A person with an interest in the Capital Securities in respect of which the Global Certificate is issued must provide the Registrar with a written order containing instructions and such other information as the Issuer and the Registrar may require to complete, execute and deliver such individual definitive Certificates. Meetings The holder of the Global Certificate or any proxy or representative appointed by it will be treated as being two persons for the purposes of any quorum requirements of a meeting of Holders and, at any meeting of Holders, the holder of the Global Certificate shall be treated as being entitled to one vote in respect of each S$250,000 in principal amount of Capital Securities for which the Global Certificate is issued. The Trustee may allow a person with an interest in Capital Securities in respect of which the Global Certificate has been issued to attend and speak at a meeting of Holders on appropriate proof of his identity and interest. Cancellation Cancellation of any Capital Security by the Issuer following its redemption or purchase will be effected by a reduction in the principal amount of the Capital Securities in the register of Holders. Trustee s Powers In considering the interests of Holders while the Global Certificate is registered in the name the Depository, the Trustee may, without being obliged to do so, have regard to any information provided to it by such clearing system or its operator as to the identity (either individually or by category) of its accountholders with entitlements to Capital Securities and may consider such interests as if such accountholders were the holders of the Capital Securities in respect of which the Global Certificate is issued. Payment Payments of principal and Distributions in respect of Capital Securities represented by the Global Certificate will be made without presentation or, if no further payment is to be made in respect of the Capital Securities, against presentation and surrender of the Global Certificate to or to the order of the Principal Agent or such other Paying Agent as shall have been notified to the Holders for such purpose. 80

87 All payments made in respect of Capital Securities represented by a Global Certificate will be made to, or to the order of, the person whose name is entered on the Register at the close of business on the fifth business day before the due date for payment. Notices So long as the Capital Securities are represented by the Global Certificate and the Global Certificate is registered in the name of the Depository, notices to Holders will only be valid if despatched by prepaid registered post (by airmail if to another country) to persons who are for the time being shown in the records of the Depository as the holders of the Capital Securities or if the rules of the Depository so permit, delivered to the Depository for communication by it to the Holders, except that if the Capital Securities are listed on the SGX-ST and the rules of the SGX-ST so require, notice will in any event be published on the website of the SGX-ST at Any such notice shall be deemed to have been given to the Holders on the fourth day after the date of despatch to the holders of Capital Securities or, as the case may be, on the fourth day after the date of delivery of the notice to the Depository. Transfers Transfers of interests in the Capital Securities will be effected through the records of the Depository and its participants in accordance with the rules and procedures of the Depository and their respective direct and indirect participants. 81

88 CLEARANCE AND SETTLEMENT Introduction Clearance of the Capital Securities will be effected through an electronic book-entry clearance and settlement system for the trading of debt securities ( Depository System ) maintained by the Depository. The Depository, a wholly-owned subsidiary of Singapore Exchange Limited, is incorporated under the laws of Singapore and acts as a depository and clearing organisation. The Depository holds securities for its accountholders and facilitates the clearance and settlement of securities transactions between accountholders through electronic book-entry changes in the securities accounts maintained by such accountholders with the Depository. Clearance and Settlement under the Depository System The entire issue of the Capital Securities is to be held by the Depository in the form of the Global Certificate for persons holding the Capital Securities in securities accounts with the Depository ( Depositors ). Delivery and transfer of Capital Securities between Depositors is by electronic bookentries in records of the Depository only, as reflected in the securities accounts of Depositors. Although the Depository encourages settlement on the third business day following the trade date of debt securities, market participants may mutually agree on a different settlement period if necessary. Settlement of over-the-counter trades in the Capital Securities through the Depository System may only be effected through certain corporate depositors ( Depository Agents ) approved by the Depository under the Companies Act, Chapter 50 of Singapore to maintain securities sub-accounts and to hold the Capital Securities in such securities sub-accounts for themselves and their clients. Accordingly, Capital Securities for which trade settlement is to be effected through the Depository System must be held in securities sub-accounts with Depository Agents. Depositors holding the Capital Securities in direct securities accounts with the Depository, and who wish to trade Capital Securities through the Depository System, must transfer the Capital Securities to be traded from such direct securities accounts to a securities sub-account with a Depository Agent for trade settlement. General The Depository is not involved in money settlement between Depository Agents (or any other persons) as the Depository is not a counterparty in the settlement of trades of debt securities. However, the Depository will make payment of interest and repayment of principal on behalf of issuers of debt securities. Although the Depository has established procedures to facilitate transfer of interests in the Capital Securities in global form among Depositors, it is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of the Issuer, the Principal Paying Agent, the Registrar or any other agent will have the responsibility for the performance by the Depository of its obligations under the rules and procedures governing its operations. 82

89 TAXATION The statements below are general in nature and are based on current tax laws in Singapore and administrative guidelines issued by the relevant authorities in force as at the date of this Information Memorandum and are subject to any changes in such laws or administrative guidelines, or the interpretation of those laws or guidelines, occurring after such date, which changes could be made on a retroactive basis. These laws and guidelines are also subject to various interpretations and the relevant tax authorities or the courts may later disagree with the explanations or conclusions set out below. Neither these statements nor any other statements in this Information Memorandum are intended or are to be regarded as advice on the tax position of any holder of the Capital Securities or of any person acquiring, selling or otherwise dealing with the Capital Securities or on any tax implications arising from the acquisition, sale or other dealings in respect of the Capital Securities. The statements made herein do not purport to be a comprehensive nor exhaustive description of all the tax considerations that may be relevant to a decision to subscribe for, purchase, own or dispose of the Capital Securities and do not purport to deal with the tax consequences applicable to all categories of investors, some of which (such as dealers in securities or financial institutions in Singapore which have been granted the relevant Financial Sector Incentive(s)) may be subject to special rules or tax rates. The statements should not be regarded as advice on the tax position of any person and should be treated with appropriate caution. Prospective holders of the Capital Securities are advised to consult their own professional tax advisers as to the Singapore tax consequences of the acquisition, ownership of or disposal of the Capital Securities, including, in particular, the effect of any foreign, state or local tax laws to which they are subject. It is emphasised that none of the Issuer, the Joint Lead Managers and any other persons involved in the issue and offer of the Capital Securities accepts responsibility for any tax effects or liabilities resulting from the subscription for, purchase, holding or disposal of the Capital Securities. The following discussion is also based upon the assumption that the Issuer is tax resident in Singapore for Singapore income tax purposes. General Individual Taxpayers An individual is a tax resident in Singapore in a year of assessment if in the preceding year he was physically present in Singapore or exercised an employment in Singapore (other than as a director of a company) for 183 days or more or if he resides in Singapore. Individual taxpayers who are Singapore tax residents are subject to Singapore income tax on income accruing in or derived from Singapore, subject to certain exceptions. All foreign-sourced income received in Singapore on or after 1 January 2004 by a Singapore tax resident individual (except for income received through a partnership in Singapore) is exempt from Singapore income tax if the Comptroller of Income Tax in Singapore ( Comptroller ) is satisfied that the tax exemption would be beneficial to the individual. A Singapore tax resident individual is taxed at progressive rates ranging from 0% to 20% for the years of assessment 2012 and 2013 (that is, in respect of income earned during the calendar year or other basis period ending in 2011 and 2012 respectively). Non-resident individuals, subject to certain exceptions, are subject to Singapore income tax on income accruing in or derived from Singapore at the rate of 20% for the years of assessment 2012 and Corporate Taxpayers A company is tax resident in Singapore if the control and management of its business is exercised in Singapore. Corporate taxpayers who are Singapore tax residents are subject to Singapore income tax on income accruing in or derived from Singapore and, subject to certain exceptions, on foreign-sourced income received or deemed to be received in Singapore. Foreign-sourced income in the form of dividends, branch profits and service income received or deemed to be received in Singapore by Singapore tax resident companies on or after 1 June 2003 are exempt from tax if certain prescribed conditions are met including the following: 83

90 (i) (ii) such income is subject to tax of a similar character to income tax (by whatever name called) under the law of the territory from which such income is received; and at the time the income is received in Singapore, the highest rate of tax of a similar character to income tax (by whatever name called) levied under the law of the territory from which the income is received on any gains or profits from any trade or business carried on by any company in that territory at that time is not less than 15%. Certain concessions and clarifications have also been announced by the IRAS with respect to such conditions. Non-resident corporate taxpayers, with certain exceptions, are subject to Singapore income tax on income accruing in or derived from Singapore, and on foreign-sourced income received or deemed to be received in Singapore. The corporate tax rate in Singapore is 17% with effect from the year of assessment In addition, three-quarters of up to the first S$10,000, and one-half of up to the next S$290,000, of a company s chargeable income otherwise subject to normal taxation is exempt from corporate tax. New companies will also, subject to certain conditions, be eligible for full tax exemption on the first S$100,000 and 50% tax exemption on the next S$200,000 of normal chargeable income a year for each of the company s first three consecutive years of assessment. Classification of Capital Securities An advance tax ruling has been requested from the IRAS (the Tax Ruling ) to confirm, amongst other things, whether the IRAS would regard the Capital Securities as debt securities for the purposes of the Income Tax Act, and Distributions (including Arrears of Distribution and/or Additional Distribution Amounts) as interest payable on indebtedness such that holders of the Capital Securities may enjoy the tax concessions and exemptions available for qualifying debt securities, provided that the other conditions for the qualifying debt securities scheme (as elaborated upon further below) are satisfied. There is no guarantee that a favourable ruling will be obtained from the IRAS. If, on the other hand, the IRAS rules that the Capital Securities are equity securities, and Distributions (including Arrears of Distribution) payable to holders of the Capital Securities are accordingly dividends on shares held by them in the Issuer: (i) (ii) (iii) such dividends derived by either a resident or non-resident of Singapore are not subject to any Singapore withholding tax, on the basis that the Issuer is tax resident in Singapore. Under the one-tier corporate tax system in Singapore, the tax on corporate profits is final and dividends paid by a Singapore resident company will be tax exempt in the hands of a shareholder, regardless of whether the shareholder is a company or an individual and whether or not the shareholder is a Singapore tax resident; payments of the Additional Distribution Amounts to non-residents of Singapore may be subject to Singapore withholding tax on the basis that such amounts are interest in nature. The rate at which tax is to be withheld for such payments (other than those subject to the 15% final withholding tax described below) to non-resident persons (other than non-resident individuals) is 17% with effect from year of assessment The applicable rate for non-resident individuals is 20%. However, if the payment is derived by a person not resident in Singapore otherwise than from any trade, business, profession or vocation carried on or exercised by such person in Singapore and is not effectively connected with any permanent establishment in Singapore of that person, the payment is subject to a final withholding tax of 15%. The rate of 15% may be reduced by applicable tax treaties; and no tax deduction would be allowed to the Issuer on the Distributions (including Arrears of Distribution) payable on the Capital Securities. 84

91 Interest and Other Payments on Debt Securities The disclosure below is on the assumption that the IRAS regards the Capital Securities as debt securities for the purposes of the Income Tax Act, and Distributions (including Arrears of Distribution and Additional Distribution Amounts) as interest payable on indebtedness such that holders of the Capital Securities may enjoy the tax concessions and exemptions available for qualifying debt securities, provided that the other conditions for the qualifying debt securities scheme (as elaborated upon further below) are satisfied. Subject to the following paragraphs, under Section 12(6) of the Income Tax Act, payments deemed to be derived from Singapore include: (a) (b) any interest, commission, fee or any other payment in connection with any loan or indebtedness or with any arrangement, management, guarantee, or service relating to any loan or indebtedness which is (i) borne, directly or indirectly, by a person resident in Singapore or a permanent establishment in Singapore (except in respect of any business carried on outside Singapore through a permanent establishment outside Singapore or any immovable property situated outside Singapore) or (ii) deductible against any income accruing in or derived from Singapore; or any income derived from loans where the funds provided by such loans are brought into or used in Singapore. Such payments, where made to a person not known to the paying party to be a resident in Singapore for tax purposes, are generally subject to withholding tax in Singapore. The rate at which tax is to be withheld for such payments (other than those subject to the 15% final withholding tax described below) to nonresident persons (other than non-resident individuals) is 17% with effect from year of assessment The applicable rate for non-resident individuals is 20%. However, if the payment is derived by a person not resident in Singapore otherwise than from any trade, business, profession or vocation carried on or exercised by such person in Singapore and is not effectively connected with any permanent establishment in Singapore of that person, the payment is subject to a final withholding tax of 15%. The rate of 15% may be reduced by applicable tax treaties. However, certain Singapore-sourced investment income derived by individuals from financial instruments is exempt from tax, including: (a) interest from debt securities derived on or after 1 January 2004; (b) (c) discount income (not including discount income arising from secondary trading) from debt securities derived on or after 17 February 2006; and prepayment fee, redemption premium and break cost from debt securities derived on or after 15 February 2007, except where such income is derived through a partnership in Singapore or is derived from the carrying on of a trade, business or profession in Singapore. On the basis that: (A) (B) IRAS regards the Capital Securities as debt securities for the purpose of the Income Tax Act and Distributions (including Arrears of Distribution and Additional Distribution Amounts) as interest payable on indebtedness such that holders of the Capital Securities may enjoy the tax concessions and exemptions available for qualifying debt securities (pursuant to the Tax Ruling as explained above); and the issue of the Capital Securities is jointly lead-managed by DBS Bank Ltd., Citigroup Global Markets Singapore Pte. Ltd. and Credit Suisse (Singapore) Limited (each of which is a Financial Sector Incentive (Bond Market) Company, as defined in the Income Tax Act) and are issued before 31 December 2013, 85

92 the Capital Securities would be qualifying debt securities for the purposes of the Income Tax Act, to which the following treatment shall apply: (i) (ii) (iii) subject to certain prescribed conditions having been fulfilled (including the furnishing by the Issuer, or such other persons as the Comptroller may direct, of a return on debt securities in respect of the Capital Securities within such period as the Comptroller may specify and such other particulars in connection with the Capital Securities as the Comptroller may require to the Comptroller and MAS and the inclusion by the Issuer in all offering documents relating to the Capital Securities of a statement to the effect that where interest, discount income, prepayment fee, redemption premium or break cost from the Capital Securities is derived by a person who is not resident in Singapore and who carries on any operation in Singapore through a permanent establishment in Singapore, the tax exemption for qualifying debt securities shall not apply if the non-resident person acquires the Capital Securities using funds from that person s operations through the Singapore permanent establishment), interest, discount income (not including discount income arising from secondary trading), prepayment fee, redemption premium and break cost (collectively, the Qualifying Income ) from the Capital Securities which are paid by the Issuer and derived by a holder who is not resident in Singapore and who (aa) does not have any permanent establishment in Singapore or (bb) carries on any operation in Singapore through a permanent establishment in Singapore but the funds used by that person to acquire the Capital Securities are not obtained from such person s operation through a permanent establishment in Singapore, are exempt from Singapore tax; subject to certain conditions having been fulfilled (including the furnishing by the Issuer, or such other person as the Comptroller may direct, of a return on debt securities in respect of the Capital Securities within such period as the Comptroller may specify and such other particulars in connection with the Capital Securities as the Comptroller may require to the Comptroller and MAS), payments of Qualifying Income from the Capital Securities which are made by the Issuer and derived by any company or a body of persons (as defined in the Income Tax Act) in Singapore is subject to income tax at a concessionary rate of 10% (with the exception of holders of the relevant Financial Sector Incentive(s) who may be taxed at different rates); and subject to: (aa) the Issuer including in all offering documents relating to the Capital Securities a statement to the effect that any person whose interest, discount income, prepayment fee, redemption premium or break cost derived from the Capital Securities is not exempt from tax shall include such income in a return of income made under the Income Tax Act; and (bb) the Issuer, or such other person as the Comptroller may direct, furnishing to the Comptroller and MAS a return on debt securities in respect of the Capital Securities within such period as the Comptroller may specify and such other particulars in connection with the Capital Securities as the Comptroller may require, payments of Qualifying Income derived from the Capital Securities is not subject to withholding of tax by the Issuer. However, notwithstanding the foregoing: (I) (II) if during the primary launch of the Capital Securities, the Capital Securities are issued to fewer than four persons and 50% or more of the issue of the Capital Securities is beneficially held or funded, directly or indirectly, by related parties of the Issuer, the Capital Securities would not qualify as qualifying debt securities ; and even though the Capital Securities are qualifying debt securities, if, at any time during the tenure of the Capital Securities, 50% or more of the issue of the Capital Securities is held beneficially or funded, directly or indirectly, by any related party(ies) of the Issuer, Qualifying Income derived from the Capital Securities held by:- (aa) any related party of the Issuer; or 86

93 (bb) any other person where the funds used by such person to acquire the Capital Securities are obtained, directly or indirectly, from any related party of the Issuer, shall not be eligible for the tax exemption or concessionary rate of tax as described above. The term related party, in relation to a person, means any other person who, directly or indirectly, controls that person, or is controlled, directly or indirectly, by that person, or where he and that other person, directly or indirectly, are under the control of a common person. The terms prepayment fee, redemption premium and break cost are defined in the Income Tax Act as follows: prepayment fee, in relation to debt securities and qualifying debt securities, means any fee payable by the issuer of the securities on the early redemption of the securities, the amount of which is determined by the terms of the issuance of the securities; redemption premium, in relation to debt securities and qualifying debt securities, means any premium payable by the issuer of the securities on the redemption of the securities upon their maturity; and break cost, in relation to debt securities and qualifying debt securities, means any fee payable by the issuer of the securities on the early redemption of the securities, the amount of which is determined by any loss or liability incurred by the holder of the securities in connection with such redemption. References to prepayment fee, redemption premium and break cost in this Singapore tax disclosure have the same meaning as defined in the Income Tax Act. Notwithstanding that the Issuer is permitted to make payments of interest, discount income (not including discount income arising from secondary trading), prepayment fee, redemption premium and break cost in respect of the Capital Securities without deduction or withholding for tax under Section 45 or Section 45A of the Income Tax Act, any person whose interest, discount income, prepayment fee, redemption premium or break cost derived from the Capital Securities is not exempt from tax is required to include such income in a return of income made under the Income Tax Act. Please note that only Distributions are payable on the Capital Securities, and the Capital Securities will not participate in the earnings of the Issuer. Accordingly, Distributions on the Capital Securities may be taxable, unless specifically exempted from tax under the Income Tax Act, in the hands of holders of the Capital Securities in the year the Distributions are due to them, irrespective of whether the Issuer has paid the Distributions due to them or not. In view of the above, in the event that the Distributions are not payable, or not payable in full, on any Distribution Payment Date due to any deferral in accordance with the terms and conditions of the Capital Securities, holders of the Capital Securities should consult their professional advisers with respect to the tax consequences to them (including as to whether they may have any tax liability on any amount of Distributions which are not payable or not payable in full). Capital Gains Any gains considered to be in the nature of capital made from the sale of the Capital Securities will not be taxable in Singapore. However, there are no specific laws or regulations which deal with the characterisation of capital gains and hence, gains derived by any person from the sale of the Capital Securities may be construed to be of an income nature and subject to Singapore income tax, especially if they arise from activities which the Comptroller would regard as carrying on a trade or business in Singapore. Holders of the Capital Securities who apply or who are required to apply Singapore Financial Reporting Standard 39 Financial Instruments: Recognition and Measurement ( FRS 39 ) may, for Singapore income tax purposes be required to recognise gains or losses (not being gains or losses in the nature of capital) on the Capital Securities, irrespective of disposal, in accordance with FRS 39. Please see the section below on Adoption of FRS 39 Treatment for Singapore Income Tax Purposes. 87

94 Adoption of FRS 39 Treatment for Singapore Income Tax Purposes The IRAS has issued a circular entitled Income Tax Implications Arising from the Adoption of FRS 39 Financial Instruments: Recognition and Measurement (the FRS 39 Circular ). Legislative amendments to give legislative effect to the FRS 39 Circular have been enacted in Section 34A of the Income Tax Act. The FRS 39 Circular and Section 34A of the Income Tax Act generally apply, subject to certain opt-out provisions, to taxpayers who are required to comply with FRS 39 for financial reporting purposes. Holders of the Capital Securities who may be subject to the tax treatment under the FRS 39 Circular and Section 34A of the Income Tax Act should consult their own accounting and tax advisers regarding the Singapore income tax consequences of their acquisition, holding or disposal of the Capital Securities. Estate Duty Singapore estate duty has been abolished with respect to all deaths occurring on or after 15 February

95 SUBSCRIPTION AND SALE The Issuer has entered into a subscription agreement with DBS Bank Ltd., Citigroup Global Markets Singapore Pte. Ltd. and Credit Suisse (Singapore) Limited (together, the Joint Lead Managers ) dated 10 April 2012 (the Subscription Agreement ), pursuant to which and subject to certain conditions contained therein, the Issuer agreed to issue to the Joint Lead Managers, and the Joint Lead Managers severally, and not jointly, agreed to subscribe and pay for the aggregate principal amount of the Capital Securities. Any subsequent sale of the Capital Securities to investors may be at a price different from the Issue Price. The Subscription Agreement provides that the Issuer will indemnify the Joint Lead Managers against certain liabilities in connection with the offer and sale of the Capital Securities. The Subscription Agreement provides that the obligations of the Joint Lead Managers are subject to certain conditions precedent, and entitles the Joint Lead Managers to terminate it in certain circumstances prior to payment being made to the Issuer. The Joint Lead Managers and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. The Joint Lead Managers and certain of their affiliates may have performed certain investment banking and advisory services for the Issuer and/or its affiliates from time to time for which they have received customary fees and expenses and may, from time to time, engage in transactions with and perform services for the Issuer and/or its affiliates in the ordinary course of their business. The Joint Lead Managers or certain of their affiliates may purchase the Capital Securities and be allocated the Capital Securities for asset management and/or proprietary purposes but not with a view to distribution. The Joint Lead Managers or their respective affiliates may purchase the Capital Securities for its or their own account and enter into transactions, including credit derivatives, such as asset swaps, repackaging and credit default swaps relating to the Capital Securities and/or other securities of the Issuer or its subsidiaries or associates at the same time as the offer and sale of the Capital Securities or in secondary market transactions. Such transactions would be carried out as bilateral trades with selected counterparties and separately from any existing sale or resale of the Capital Securities to which this Information Memorandum relates (notwithstanding that such selected counterparties may also be purchasers of the Capital Securities). The distribution of this Information Memorandum or any offering material and the offering, sale or delivery of the Capital Securities is restricted by law in certain jurisdictions. Therefore, persons who may come into possession of this Information Memorandum or any offering material are advised to consult with their own legal advisers as to what restrictions may be applicable to them and to observe such restrictions. This Information Memorandum may not be used for the purpose of an offer or invitation in any circumstances in which such offer or invitation is not authorised. General No action has been taken in any jurisdiction that would permit a public offering of any of the Capital Securities, or possession or distribution of this Information Memorandum or any other document, in any country or jurisdiction (other than Singapore) where action for that purpose is required. United States The Capital Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States unless pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Capital Securities are being offered and sold outside the United States in reliance upon Regulation S. Each Joint Lead Manager has represented and warranted that it has not offered or sold, and has agreed that it will not offer or sell, any Capital Securities constituting part of its allotment except in offshore transactions (as defined in Regulation S) in 89

96 accordance with Rule 903 of Regulation S. Accordingly, neither it nor its affiliates or any persons acting on its or their behalf have engaged or will engage in any directed selling efforts with respect to the Capital Securities. Until 40 days after the commencement of the offering of the Capital Securities, an offer or sale of the Capital Securities within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S. European Economic Area In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State ), each Joint Lead Manager has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date ) it has not made and will not make an offer of Capital Securities which are the subject of the offering contemplated by this Information Memorandum to the public in that Relevant Member State other than: (i) (ii) (iii) to any legal entity which is a qualified investor as defined in the Prospectus Directive; to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Joint Lead Manager or Joint Lead Managers nominated by the Issuer for any such offer; or in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Capital Securities shall require the Issuer or any Joint Lead Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an offer of Capital Securities to the public in relation to any Capital Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Capital Securities to be offered so as to enable an investor to decide to purchase or subscribe the Capital Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU. United Kingdom Each Joint Lead Manager has represented and agreed that: (i) (ii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 ( FSMA )) received by it in connection with the issue or sale of the Capital Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Capital Securities in, from or otherwise involving the United Kingdom. Hong Kong Each Joint Lead Manager has represented and agreed that: (i) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Capital Securities other than (a) to professional investors as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in 90

97 other circumstances which do not result in the document being a prospectus as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and (ii) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Capital Securities, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Capital Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors as defined in the Securities and Futures Ordinance and any rules made under that Ordinance. Singapore Each Joint Lead Manager has acknowledged that this Information Memorandum has not been registered as a prospectus with the MAS. Accordingly, each Joint Lead Manager has represented, warranted and agreed that it has not offered or sold any of the Capital Securities or caused the Capital Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any of the Capital Securities or cause the Capital Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this Information Memorandum or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Capital Securities, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of SFA, (ii) to a relevant person pursuant to Section 275(1), or to any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Note: Where the Capital Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) (b) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Capital Securities pursuant to an offer made under Section 275 of the SFA except: (i) (ii) (iii) (iv) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or (in the case of such corporation) where the transfer arises from an offer referred to in Section 276(3)(i)(B) of the SFA or (in the case of such trust) where the transfer arises from an offer referred to in Section 276(4)(i)(B) of the SFA; where no consideration is or will be given for the transfer; where the transfer is by operation of law; or as specified in Section 276(7) of the SFA. 91

98 GENERAL INFORMATION (1) The Issuer is incorporated in Singapore under the Companies Act as a private company limited by shares and its registration number is R. The registered office of the Issuer is 61 Science Park Road #04-01 The Galen Singapore Science Park II Singapore (2) The terms of the offering and the issue of the Capital Securities were approved by resolutions of the Directors of the Issuer passed on 3 April (3) Approval in-principle has been obtained from the SGX-ST for the listing and quotation of the Capital Securities on the Official List of the SGX-ST. Approval in-principle for the listing and quotation of the Capital Securities is not to be taken as an indication of the merits of the Capital Securities, the Issuer and/or its subsidiaries. (4) Copies of the Memorandum and Articles of Association of the Issuer and copies of the Trust Deed and the Agency Agreement will be available for inspection during usual business hours on any weekday (except Saturdays, Sundays and public holidays) at the Issuer s registered office for so long as any of the Capital Securities are outstanding. ( 5) The Issuer has obtained all consents, approvals and authorisations in Singapore required in connection with the issue and performance of the Capital Securities. ( 6) There has been no material adverse change in the financial condition or business of the Issuer or the Group since 31 December ( 7) There are no legal or arbitration proceedings pending or, as far as the Directors are aware, threatened against the Issuer or any of its subsidiaries the outcome of which, in the opinion of the Directors, may have or have had during the 12 months prior to the date of this Information Memorandum a material adverse effect on the financial position of the Group. ( 8) Copies of the Agency Agreement and the Trust Deed and the published financial statements of the Issuer will be available at the specified offices of the Trustee and each of the Paying Agents during normal business hours, so long as any of the Capital Securities are outstanding. ( 9) PricewaterhouseCoopers LLP has audited and rendered an unqualified audit report on the Group s consolidated financial statements as at and for the year ended 31 March 2010 and Ernst & Young LLP has audited and rendered an unqualified audit report on the Group s consolidated financial statements as at and for the year ended 31 March 2011 and, in each case, have given and not withdrawn their consent to the issue of this Information Memorandum with the inclusion in it, where relevant, of references to them and their report in the form and context in which they are included. 92

99 Index to the Financial Statements Unaudited Consolidated Condensed Financial Statements as of and for the nine months ended 31 December F-2 Audited Consolidated Financial Statements as of and for FY 2011 and FY F-36 F-1

100 The Board of directors Ascendas Pte Ltd 61 Science Park Road, #04-01 The Galen, Singapore Science Park II Singapore Report on review of interim condensed financial statements For the period from 1 April 2011 to 31 December 2011 Introduction We have reviewed the accompanying unaudited interim condensed consolidated balance sheet of Ascendas Pte Ltd (the Company ) and its subsidiaries (the Group ) as at 31 December 2011 and the related condensed consolidated statement of changes in equity, statement of cash flows and statement of comprehensive income for the nine months then ended, and a summary of selected notes and other explanatory notes. Management is responsible for the preparation and fair presentation of these interim condensed financial statements in accordance with Singapore Financial Reporting Standard FRS 34, Interim Financial Reporting ( FRS 34 ). Our responsibility is to express a conclusion on these interim condensed financial statements based on our review. Scope of Review We conducted our review in accordance with Singapore Standard on Review Engagements 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Singapore Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Conclusion Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed financial statements are not presented fairly, in all material respects, in accordance with FRS 34. ERNST & YOUNG LLP Public Accountants and Certified Public Accountants Singapore 5 April 2012 F-2 1

101 ASCENDAS PTE LTD AND ITS SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the Nine months ended 31 December 2011 Note Nine months Nine months ended ended 31 December 31 December $ 000 $ 000 Revenue 3 241, ,263 Other gains/(losses) net 4 53,444 37,106 Expenses Cost of development properties sold (7,969) (14,646) Depreciation of investment properties (26,653) (26,665) Depreciation of property, plant and equipment (3,667) (3,605) Maintenance and conservancy expenses (15,895) (16,941) Project consultancy, property and lease management expenses (463) (373) Renovation services expenses (2,723) (1,273) Employee compensation (55,636) (45,795) Property taxes (6,167) (5,782) Other operating expenses 5 (41,398) (37,113) Finance expense (23,611) (23,339) Total expenses (184,182) (175,532) Share of profit of associated companies 58,384 27,229 Profit before tax from continuing operations 168, ,066 Income taxes (20,410) (20,823) Profit after tax from continuing operations 148,494 95,243 Loss from operations related to disposal group classified as held for sale, net of tax 11 (452) (585) Profit for the year 148,042 94,658 Available-for-sale financial assets fair value losses (6,115) (8,817) Available-for-sale financial assets reclassification to profit or loss following disposal - (14,112) Cash flow hedges fair value losses (2,363) (3,356) Cash flow hedges reclassification to profit or loss upon settlement 2,909 2,064 Currency translation differences arising from consolidation 891 (22,920) Currency translation reserve on disposal of a subsidiary charged to other gains/(losses) net 11 (712) Share of other comprehensive income of associated companies (12,754) (25,228) Other comprehensive income from continuing operations, net of tax (17,421) (73,081) Other comprehensive income from operations related to disposal group classified as held for sale, net of tax (84) Total comprehensive income for the year, net of tax 130,908 21,493 Attributable to: Equity holder of the Company Profit from continuing operations, net of tax 136,257 94,334 Loss from operations related to disposal group classified as held for sale, net of tax (452) (585) Profit for the year attributable to equity holder of the Company 135,805 93,749 The accompanying notes form an integral part of these financial statements. 2 F-3

102 ASCENDAS PTE LTD AND ITS SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the Nine months ended 31 December 2011 Note Nine months Nine months ended ended 31 December 31 December $ 000 $ 000 Non-controlling interests Profit from continuing operations, net of tax 12, Loss from operations related to disposal group classified as held for sale, net of tax - - Profit for the year attributable to non-controlling interests 12, Attributable to: Equity holder of the Company Total comprehensive income from continuing operations, net of tax 115,311 28,004 Total comprehensive income from operations related to disposal group classified as held for sale, net of tax 287 (84) Total comprehensive income for the year attributable to equity holder of the Company 115,598 27,920 Non-controlling interests Total comprehensive income from continuing operations, net of tax 15,310 (6,427) Total comprehensive income from operations related to disposal group classified as held for sale, net of tax - - Total comprehensive income for the year attributable to non-controlling interests 15,310 (6,427) Earnings per share from continuing operations attributable to equity holder of the Company (cents) Basic 12(a) Diluted 12(a) Earnings per share (cents) Basic 12(b) Diluted 12(b) The accompanying notes form an integral part of these financial statements. 3 F-4

103 ASCENDAS PTE LTD AND ITS SUBSIDIARIES UNAUDITED CONSOLIDATED BALANCE SHEET As at 31 December 2011 Note 31 December 31 March $ 000 $ 000 ASSETS Non-current assets Deferred income tax assets 1,351 1,165 Goodwill 136, ,781 Investment properties 6 1,397,527 1,081,993 Investment properties under development 7 149,642 66,486 Property, plant and equipment 20,584 19,277 Investments in associated and joint venture companies 8 1,017, ,765 Other non-current assets Trade and other receivables 73,939 68,075 Deposits Cash and bank balances 9 33,125 4,711 Derivative Financial Instruments Available-for-sale financial assets 23,396 23,486 2,854,625 2,348,961 Current assets Properties under development 41,129 - Properties held for sale 1,694 9,660 Available-for-sale financial assets 95,790 36,777 Derivative Financial Instruments 2,247 - Consumables Prepayments 4,320 6,671 Trade and other receivables 69, ,598 Deposits 3,166 2,274 Cash and bank balances 9 437, , , ,931 Assets of disposal group classified as held for sale 11 31,297 - Total assets 3,542,094 3,044,892 LIABILITIES Current liabilities Trade and other payables 98, ,602 Current income tax liabilities 93,121 95,946 Borrowings , ,394 Derivative financial instruments 2,760 1, , ,184 Liabilities directly associated with disposal group classified as held for sale 11 22, , ,184 The accompanying notes form an integral part of these financial statements. 4 F-5

104 ASCENDAS PTE LTD AND ITS SUBSIDIARIES UNAUDITED CONSOLIDATED BALANCE SHEET As at 31 December 2011 Note 31 December 31 March $ 000 $ 000 Non-current liabilities Other payables 55,847 37,258 Loans from non-controlling interests 138, ,662 Borrowings , ,340 Deferred income on long term leases 170, ,190 Derivative financial instruments 1,756 1,397 Deferred income tax liabilities 47,835 11,094 1,090, ,941 Total liabilities 1,661,656 1,173,125 NET ASSETS 1,880,438 1,871,767 EQUITY Capital and reserves attributable to the Company s equity holder Share capital 585, ,622 Fair value and other reserves (116,315) (96,039) Revenue reserve 1,280,587 1,240,722 Reserve of disposal group classified as held for sale ,750,403 1,730,305 Non-controlling interests 130, ,462 TOTAL EQUITY 1,880,438 1,871,767 The accompanying notes form an integral part of these financial statements. 5 F-6

105 ASCENDAS PTE LTD AND ITS SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the Nine months ended 31 December 2011 Attributable to equity holder of the Company Share capital Fair value and other reserves Revenue reserve Non-controlling interests Reserve of disposal group classified as held for sale Total equity $ 000 $ 000 $ 000 $ 000 $ 000 $ 000 At 1 April ,622 (96,039) 1,240, ,462-1,871,767 Profit for the period ,805 12, ,042 Other comprehensive income: Available-for-sale financial assets fair value losses - (6,115) (6,115) reclassification to profit or loss following disposal Cash flow hedges fair value losses - (1,872) - (491) - (2,363) reclassification to profit or loss upon settlement - 2, ,909 Currency translation differences arising from consolidation - (2,386) - 3,564-1,178 Currency translation reserve on disposal of a subsidiary charged to other gains net Share of other comprehensive loss of associated companies - (12,754) (12,754) Other comprehensive income for the period, net of tax - (20,207) - 3,073 - (17,134) Total comprehensive income for the period - (20,207) 135,805 15, ,908 Contributions by and distributions to owners: Capital contribution by noncontrolling interests Capital return to non-controlling interests Acquisition of additional interest in a subsidiary company - - Dividends - - (95,500) - - (95,500) Dividends paid to non-controlling interests (26,737) - (26,737) Reserve attributable to disposal group classified as held for sale - (509) Transfer between reserves (440) Total transactions with owners in their capacity as owners - (69) (95,940) (26,737) 509 (122,237) At 31 December ,622 (116,315) 1,280, , ,880,438 The accompanying notes form an integral part of these financial statements. 6 F-7

106 ASCENDAS PTE LTD AND ITS SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the Nine months ended 31 December 2011 Attributable to equity holder of the Company Share Fair value and Revenue Non-controlling capital other reserves reserve interests Total equity $ 000 $ 000 $ 000 $ 000 $ 000 At 1 April ,622 (15,463) 1,097, ,909 1,800,329 Profit for the period , ,658 Other comprehensive income: Available-for-sale financial assets fair value losses - (8,817) - - (8,817) reclassification to profit or loss following disposal - (14,112) - - (14,112) Cash flow hedges fair value losses - (3,356) - - (3,356) reclassification to profit or loss upon settlement - 2, ,064 Currency translation differences arising from consolidation - (15,668) - (7,336) (23,004) Currency translation reserve on disposal of a subsidiary charged to other losses net - (712) - - (712) Share of other comprehensive loss of associated companies - (25,228) - - (25,228) Other comprehensive income for the period, net of tax - (65,829) - (7,336) (73,165) Total comprehensive income for the period - (65,829) 93,749 (6,427) 21,493 Contributions by and distributions to owners: Capital contribution by noncontrolling interests Capital return to non-controlling interests (2,303) (2,303) Acquisition of additional interest in a subsidiary company ,546 19,546 Dividends Dividends paid to non-controlling interests (784) (784) Transfer between reserves Total transactions with owners in their capacity as owners ,459 16,459 At 31 December ,622 (81,292) 1,191, ,941 1,838,281 The accompanying notes form an integral part of these financial statements. 7 F-8

107 ASCENDAS PTE LTD AND ITS SUBSIDIARIES UNAUDITED CONSOLIDATED CASH FLOW STATEMENT For the Nine months ended 31 December 2011 Nine months Nine months Note ended ended 31 December 31 December $ 000 $ 000 Operating activities Profit before tax from continuing operations 168, ,066 Loss before tax from operations related to disposal group classified as held for sale 11 (452) (585) Profit before tax, total 168, ,481 Adjustments for: Amortisation of long term lease premium (3,039) (3,039) Depreciation 30,971 30,915 Dividend income (92) (82) Interest income (5,488) (4,581) Interest expense 24,388 26,149 Loss / (Gain) on disposal of: - investment properties (4,377) (5,760) - property, plant and equipment (53) (7) - subsidiary companies 11 (5,942) - available-for-sale financial assets - (19,494) Gain on dilution of interest in associated companies (30,105) - Impairment losses (written back)/made on: - investment properties Allowance for impairment of receivables (written back)/made: - other receivables from non-related parties (65) amounts owing by associated companies Unrealised translation differences (3,683) 9,313 Share of profit of associated companies (58,384) (27,229) Property, plant and equipment written off 9 99 Fair value loss on derivative financial instruments Negative goodwill arising on acquisition of a subsidiary company (3,909) - Remeasurement of retained interest in an associated company to its fair value (4,262) - Operating cash flow before changes in working capital 111, ,076 Changes in working capital, net of effects from acquisitions and disposals of subsidiary companies Consumables (4) (23) Properties under development 7,713 14,678 Trade and other receivables 21,314 (15,332) Prepayments 2,343 7,768 Deposits (892) 368 Trade and other payables (45,049) (27,254) Cash flows from operations 96,774 96,281 The accompanying notes form an integral part of these financial statements. F-9 8

108 ASCENDAS PTE LTD AND ITS SUBSIDIARIES UNAUDITED CONSOLIDATED CASH FLOW STATEMENT For the Nine months ended 31 December 2011 Note Nine months Nine months ended ended 31 December 31 December $ 000 $ 000 Cash flows from operations 96,774 96,281 Interest paid (22,654) (24,085) Cash settlement of interest rate swaps (2,909) (2,064) Interest received 5,488 4,581 Income tax paid (24,996) (26,412) Net cash flows from operating activities 51,703 48,301 Investing activities Purchase of investment properties (63,539) (2,981) Purchase of property, plant and equipment (5,546) (3,668) Purchase of available-for-sale financial assets (65,039) - Cost of developing investment properties (115,128) (40,074) Proceeds from disposal of subsidiary companies 14-18,589 Proceeds from disposal of investment properties 132, ,176 Proceeds from disposal of property, plant and equipment Proceeds from disposal of available-for-sale financial assets - 27,053 Increase in investment in associated companies (107,703) (75,136) Dividend received - available-for-sale financial assets associated companies 130,978 51,399 Repayment of loans from associated companies Loan to joint venture company 15,650 (24,005) - (29,995) Acquisition of subsidiary companies, net of cash acquired 13 (162,637) 244 Net cash flows (used in)/generated from investing activities (264,317) 125,706 Financing activities Repayment of borrowings (116,238) (170,236) Increase in non-controlling interests - 17,243 Proceeds from borrowings 489, ,872 Fixed deposits discharged with financial institutions 2,214 - Fixed deposits pledged with financial institutions (28,321) (1,765) Dividend paid to equity holder of the Company (95,500) - Dividend paid to non-controlling interests (26,736) (784) Net cash flows from / (used in) financing activities 225,228 (46,670) Net increase in cash and cash equivalents 12, ,337 Cash and cash equivalents at beginning of period 409, ,626 Effects of exchange rate changes on cash and cash equivalents (861) (6,334) Cash and cash equivalents at end of period 421, ,629 Comprise cash and cash equivalents of: - Continuing operations 419, ,629 - Disposal group classified as held for sale 11 2, , ,629 The accompanying notes form an integral part of these financial statements. F-10 9

109 ASCENDAS PTE LTD AND ITS SUBSIDIARIES NOTES TO THE INTERIM FINANCIAL STATEMENTS These notes form an integral part of the interim financial statements. 1. Basis of preparation 1.1 Statement of compliance The interim financial statements of Ascendas Pte Ltd (the Company ) and its subsidiaries (collectively, the Group ) have been prepared on a condensed basis in accordance with the Singapore Financial Reporting Standards 34 Interim Financial Reporting. The interim financial statements, which do not include all of the information required for full annual financial statements, should be read in conjunction with the last issued audited annual financial statements of the Group as at and for the year ended 31 March The accounting policies applied by the Group in these condensed interim financial statements are the same as those applied by the Group in its audited financial statements as at and for the year ended 31 March 2011, except in the current financial year, the Group has adopted all the new and revised standards and Interpretation of FRS ( INT FRS ) that are effective for annual periods beginning on or after 1 April The adoption of these standards and interpretations did not have any effect on the financial performance or position of the Group and the Company. Standards issued but not yet effective The Group has not adopted the following standards and interpretations that have been issued but not yet effective: Effective for annual periods beginning on or Description after Amendments to FRS 107 Disclosures Transfers of Financial Assets 1 July 2011 Amendments to FRS 12 Deferred Tax: Recovery of Underlying Assets Amendments to FRS 1 Presentation of Items of Other Comprehensive Income Revised FRS 19 Employee Benefits Revised FRS 27 Separate Financial Statements Revised FRS 28 Investments in Associates and Joint Ventures FRS 110 Consolidated Financial Statements FRS 111 Joint Arrangements FRS 112 Disclosure of Interests in Other Entities FRS 113 Fair Value Measurements 1 January July January January January January January January January 2013 Except for the FRS 27, FRS 28, FRS 110, and FRS 111, the Directors expect that the adoption of the other standards and interpretations above will have no material impact on the financial statements in the period of initial application. The nature of the impending changes in accounting policy on adoption of these FRSs are described below. F-11 10

110 ASCENDAS PTE LTD AND ITS SUBSIDIARIES NOTES TO THE INTERIM FINANCIAL STATEMENTS 1. Basis of preparation (continued) 1.1 Statement of compliance (continued) Amendments to FRS 1 Presentation of Items of Other Comprehensive Income Amendments to FRS 1 Presentation of Items of Other Comprehensive Income ( OCI ) is effective for financial periods beginning on or after 1 July The Amendments to FRS 1 changes the grouping of Items presented in other comprehensive income. Items that could be classified to profit or loss at a future point in time would be presented separately from items which will never be reclassified. As the Amendments only affect the presentations of items that are already recognised in OCI, the Group does not expect any impact on its financial position or performance upon adoption of this standard. FRS 110 Consolidated Financial Statements and FRS 27 Separate Financial Statements (Revised) FRS 110 and the revised FRS 27 are effective for financial periods beginning on or after 1 January FRS 110 establishes a single control model that applies to all entities (including special purpose entities). The changes introduced by FRS 110 will require management to exercise significant judgement to determine which entities are controlled, and therefore are required to be consolidated by the Group, compared with the requirements that were in FRS 27. Therefore, FRS 110 may change which entities are consolidated within a group. The revised FRS 27 was amended to address accounting for subsidiaries, jointly controlled entities and associates in separate financial statements. The Group is currently determining the impact of the changes to the concept of control and expects that adoption of this FRS 110 in 2013 may likely lead to more entities being consolidated to the Group. F-12 11

111 ASCENDAS PTE LTD AND ITS SUBSIDIARIES NOTES TO THE INTERIM FINANCIAL STATEMENTS 1. Basis of preparation (continued) 1.1 Statement of compliance (continued) FRS 111 Joint Arrangements and FRS 28 Investments in Associates and Joint Ventures (Revised) FRS 111 and the revised FRS 28 are effective for financial periods beginning on or after 1 January FRS 111 classifies joint arrangements either as joint operations or joint ventures. Joint operation is a joint arrangement hereby the parties that have rights to the assets and obligations for the liabilities whereas joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. FRS 111 requires the determination of joint arrangement s classification to be based on the parties rights and obligations under the arrangement, with the existence of a separate legal vehicle no longer being the key factor. FRS 111 disallows proportionate consolidation and requires joint ventures to be accounted for using the equity method. The revised FRS 28 was amended to describe the application of equity method to investments in joint ventures in addition to associates. The Group currently applies equity accounting for its joint ventures. Upon adoption of FRS 111, the Group does not expect any significant change to the Group s financial statements presentation. 1.2 Estimates The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates. 1.3 Authorisation of the interim condensed financial statements The interim condensed consolidated financial statements of the Group for the nine months ended 31 December 2011 were authorised by management for issue on 5 April Seasonal operations The Group s businesses are not affected significantly by seasonal or cyclical factors during the financial period. F-13 12

112 ASCENDAS PTE LTD AND ITS SUBSIDIARIES NOTES TO THE INTERIM FINANCIAL STATEMENTS 3. Revenue The Group Nine months Nine months ended ended 31 December 31 December $ 000 $ 000 Rental income and service charges from investment properties 95,319 94,364 Sale of completed development properties 22,456 32,003 Fund management fee 57,418 41,054 Property management and other consultancy services 21,581 19,438 Agency fee 16,414 12,533 Revenue from utilities supply and district cooling 7,390 10,870 Carpark income 7,585 7,032 Renovation services 3,057 1,458 Project consultancy and management fee 2,990 2,500 Others 7,048 6, , ,263 Included in rental income from investment properties is an amount of $3,038,000 (2010: $3,038,000) relating to amortisation of deferred income in respect of longterm leases. F-14 13

113 ASCENDAS PTE LTD AND ITS SUBSIDIARIES NOTES TO THE INTERIM FINANCIAL STATEMENTS 4. Other gains/(losses) - net Other gains/(losses) - net comprise the following: The Group Note Nine months Nine months ended ended 31 December 31 December $ 000 $ 000 Interest income - associated companies financial institutions 4,292 2,746 - finance leases 967 1,137 -others Gross dividend income - unquoted investments Corporate service income Amortisation of financial guarantee 1, Gain on disposal of - investment properties 4,377 5,760 - property, plant and equipment subsidiary companies 14 (11) 5,942 - available-for-sale financial assets - 19,494 Gain on dilution of interest in associated companies 30,105 - Remeasurement of retained interest in an associated company to its fair value 4,262 - Currency exchange gain / (loss) 556 (2,286) Negative goodwill arising on acquisition of a subsidiary company 3,909 - Allowance for impairment of receivables (made)/written back net - amount owing by associated companies (346) - - other receivables Impairment losses made net on - investment properties (479) - Others 2,432 2,183 53,444 37,106 F-15 14

114 ASCENDAS PTE LTD AND ITS SUBSIDIARIES NOTES TO THE INTERIM FINANCIAL STATEMENTS 5. Other operating expenses Other operating expenses comprise the following: The Group Nine months Nine months ended ended 31 December 31 December $ 000 $ 000 Operating lease expense 819 2,164 Property, plant and equipment written off 9 99 Goodwill written off - 6 Professional fees 4,333 2,590 Travel-related expenses 2,665 1,669 Advertising and publicity expenses 1, Business taxes 1,607 1,298 Security service expenses 1,616 1,895 Marketing and other agency fees 8,153 5,949 Communication expenses Carpark expenses 3,025 3,007 Shuttle bus service expenses 7,458 8,170 Insurance expenses Recruitment expenses 1, Office rental and maintenance expenses 3,360 3,176 Directors fees 1,273 1,027 Others 2,898 3,210 41,398 37,113 F-16 15

115 ASCENDAS PTE LTD AND ITS SUBSIDIARIES NOTES TO THE INTERIM FINANCIAL STATEMENTS 6. Investment properties The Group Note 31 December 31 March $ 000 $ 000 Cost Beginning of financial period / year 1,372,002 1,571,157 Additions 63,539 1,625 Disposals/write-offs (19,385) (125,252) Arising from acquisition of subsidiary companies ,132 - Arising from disposal of subsidiary companies - (41,638) Transfer from investment properties under development 7 35,416 3,759 Transfer from property, plant and equipment 632 1,929 Transfer from properties held for sale Transfer to properties under development (40,875) - Attributable to disposal group classified as held for sale 11 (36,758) - Currency translation differences 4,311 (40,534) End of financial period / year 1,691,014 1,372,002 Accumulated depreciation and impairment Beginning of financial period / year 290, ,668 Depreciation charge 28,164 36,170 (Reversal of impairment)/impairment charge 479 (10,145) Disposals/write-offs (16,702) (14,590) Arising from disposal of subsidiary companies - (2,507) Transfer to properties under development (860) - Transfer from property, plant and equipment - 4 Attributable to disposal group classified as held for sale 11 (8,463) - Currency translation differences 860 (2,591) End of financial period / year 293, ,009 Net book value End of financial period / year 1,397,527 1,081,993 (a) (b) Included in additions are investment properties acquired under credit terms amounting to $169,000 (31 March 2011: $134,000). Investment properties are leased to non-related parties under operating leases. (c) Investment properties with net book values of $633,116,000 (31 March 2011: $447,729,000) were pledged as security against loans from non-controlling interests and bank loans. F-17 16

116 ASCENDAS PTE LTD AND ITS SUBSIDIARIES NOTES TO THE INTERIM FINANCIAL STATEMENTS 6. Investment properties (continued) (d) Investment properties are carried at cost less accumulated depreciation and accumulated impairment losses. Valuations are made based on the properties highest-and-best use using the income method, discounted cash flow method and direct comparison method. The fair values of the investment properties as at the balance sheet date as determined by independent professional valuers, are as follows:- The Group 31 December 31 March $ 000 $ 000 Fair value 2,013,583 1,675,028 (e) The following amounts are recognised in profit or loss:- The Group 31 December 31 March $ 000 $ 000 Direct operating expenses arising from investment properties that generated rental income (58,129) (79,053) Property tax and other direct operating expenses arising from investment properties that did not generate rental income (2,820) (1,821) 7. Investment properties under development The Group Note 31 December 31 March $ 000 $ 000 Land and other related costs 149,642 28,343 Development costs - 38, ,642 66,486 Transfer to investment properties 6 35,416 3,759 Investment properties under development amounting to $6,926,000 (31 March 2011: $39,323,000) were pledged as security against bank loans. F-18 17

117 ASCENDAS PTE LTD AND ITS SUBSIDIARIES NOTES TO THE INTERIM FINANCIAL STATEMENTS 7. Investment properties under development (continued) Investment properties under development are carried at cost less accumulated impairment losses. Valuations are made based on the properties highest-andbest use using the income method, discounted cash flow method and direct comparison method. The fair values of the investment properties under development as at the balance sheet date as determined by independent professional valuers, are as follows:- The Group 31 December 31 March $ 000 $ 000 Fair value 415, ,457 During the financial period, borrowing cost of $1,584,000 (31 March 2011: $194,000), arising from borrowings obtained specifically for the development properties were capitalised. The rates used to determine the amount of borrowing costs eligible for capitalisation ranged from 5.36% to 11.00% (31 March 2011: 5.18% to 6.77%), which is the effective interest rate of the specific borrowing. 8. Investments in associated and joint venture companies The Group 31 December 31 March $ 000 $ 000 Investment in associated companies Quoted equity investments, at cost 698, ,804 Unquoted equity investments, at cost 544, ,914 1,243,102 1,161,718 Add / (Less): Goodwill - net 15,776 (4,258) Impairment (5,974) (5,974) Share of post-acquisition reserves (107,980) (70,536) Share of post-acquisition loss (183,462) (85,478) Elimination of unrealised profits arising from transactions with associated companies (74,048) (77,782) Dilution of interest 69,597 39,492 Remeasurement of investment to fair value 25,148 - Translation differences (3,358) (26,906) 978, ,276 Investment in joint venture companies Unquoted equity investments, at cost 56,861 56,861 Less: Share of post-acquisition loss (18,232) (14,390) Translation differences 413 (982) 39,042 41,489 Total investments in associated and joint venture companies 1,017, ,765 F-19 18

118 ASCENDAS PTE LTD AND ITS SUBSIDIARIES NOTES TO THE INTERIM FINANCIAL STATEMENTS 9. Cash and cash equivalents The Group 31 December 31 March $ 000 $ 000 Cash at bank and on hand: - continuing operations 288, ,191 - operations related to disposal group classified as held for sale (Note 11) 2, , ,191 Fixed deposits 182, ,420 Cash and bank balances 473, ,611 Less: Non-current fixed deposits pledged (33,125) (4,711) Less: Current fixed deposits pledged (18,737) (21,137) Cash and cash equivalents of the continuing operations included in the consolidated cash flow statement 421, ,763 Non-current portion 33,125 4,711 Current portion 437, , , , Borrowings This note provides information about the contractual terms of the Group s interestbearing loans and borrowings. The Group 31 December 31 March $ 000 $ 000 Current Unsecured bank loans 305, ,907 Secured bank loans 48,516 21, , ,394 Non-current Unsecured medium term note 49,875 49,835 Unsecured bank loans 497, ,371 Secured bank loans 129,290 65, , ,340 Total 1,030, ,734 F-20 19

119 ASCENDAS PTE LTD AND ITS SUBSIDIARIES NOTES TO THE INTERIM FINANCIAL STATEMENTS 10. Borrowings (continued) Terms and debt repayment schedule The Group 31 December 2011 Total Within 1 year After 1 year but within 5 years After 5 years $ 000 $ 000 $ 000 $ 000 Unsecured medium term notes - SGD note fixed at 5.15% per annum 49,875-49,875-49,875-49,875 - Unsecured bank loans - SGD term loans fixed at 2.64%per annum 100, , SGD term loans variable at 0.61% to 3.25% per annum 682, , , ,113 - INR term loan fixed at 11% per annum 20,455-20, , , , ,113 Secured bank loans - RMB term loan variable at 5.18% to 7.10% per annum 126,177 44,577 54,570 27,030 - INR term loan fixed at 9.20% per annum 1,199 1, INR term loan variable at 16% per annum 5, , SGD term loan variable at 1.35% per annum 25,000 2,000 23, KRW term loan fixed at 6.50% per annum 20,384-20, ,806 48, ,072 27,218 Total 1,030, , , ,331 (a) (b) The $50,000,000 Fixed Rate Notes due 2014 was issued on 29 April 2009 under the S$1,000,000,000 Multicurrency Medium Term Note ( MTN ) Programme by the Company. The notes are unsecured and repayable on 29 April 2014 with interest charged at 5.15% (31 March 2011: 5.15%) per annum. The RMB term loans are secured by investment properties and investment properties under development amounting to $241,360,000 (31 March 2011: $140,010,000). (c) The INR term loan is secured by investment properties amounting to $6,245,000 (31 March 2011: $20,472,000). (d) (e) The SGD term loan is secured by investment properties amounting to $66,500,000 (31 March 2011: Nil) The KRW term loan is secured by investment properties amounting to $325,937,000 (31 March 2011: $326,570,000). 20 F-21

120 ASCENDAS PTE LTD AND ITS SUBSIDIARIES NOTES TO THE INTERIM FINANCIAL STATEMENTS 10. Borrowings (continued) Terms and debt repayment schedule The Group 31 March 2011 Total Within 1 year After 1 year but within 5 years After 5 years $ 000 $ 000 $ 000 $ 000 Unsecured medium term notes - SGD note fixed at 5.15% per annum 49,835-49,835-49,835-49,835 - Unsecured bank loans - SGD term loans fixed at 2.64%per annum 100, , SGD term loans variable at 0.61% to 3.25% per annum 339, , , , , ,371 - Secured bank loans - RMB term loan variable at 5.18% to 7.10% per annum - INR term loan fixed at 9.20% per annum - INR term loan variable at 14.75% per annum - KRW term loan fixed at 6.50% per Annum 57,508 19,410 38,098-2,352 2, ,194-6,194-20,567-20,567-86,621 21,487 65,134 - Total 575, , ,340 - The fair value of the borrowings as at balance sheet date approximated their carrying values. F-22 21

121 ASCENDAS PTE LTD AND ITS SUBSIDIARIES NOTES TO THE INTERIM FINANCIAL STATEMENTS 11. Disposal group classified as held for sale On 26 December 2011, Ascendas signed a share transfer agreement to sell 100% of its equity shares in its subsidiary, Ascendas Development (Nanjing) Co., Ltd ( ADNJ ) to Nanjing Shuntian Industrial Co., Ltd, a 3 rd party buyer. The transfer of ownership is expected to complete on 30 June 2012 for a cash consideration of RMB106,813,250. Accordingly, as at 31 December 2011, the assets and liabilities related to ADNJ have been presented in the balance sheet as Assets of disposal group classified as held for sale and Liabilities directly associated with disposal group classified as held for sale, and its results are presented separately on profit and loss as Loss from operations related to disposal group classified as held for sale, net of tax. Balance sheet disclosures The major classes of assets and liabilities of ADNJ classified as held for sale and the related foreign currency translation reserve as at 31 December are as follows: The Group Note 31 December 31 March $ 000 $ 000 Assets: Investment properties 6 28,295 - Property, plant and equipment 63 - Other non-current assets Trade and other receivables Cash and bank balances 9 2,297 - Assets of disposal group classified as held for sale 31,297 - Liabilities: Trade and other payables 6,354 - Borrowings 15,861 - Other non-current payables Liabilities directly associated with disposal group classified as held for sale 22,939 - Reserve: Foreign currency translation reserve F-23 22

122 ASCENDAS PTE LTD AND ITS SUBSIDIARIES NOTES TO THE INTERIM FINANCIAL STATEMENTS 11. Disposal group classified as held for sale (continued) Income statement disclosures The Group Nine months Nine months ended ended 31 December 31 December $ 000 $ 000 Revenue 2,166 1,933 Other gains/(losses) net 5 2 Expenses (1,846) (1,774) Profit/(loss) from operations Finance costs (777) (746) Loss from operations related to disposal group classified as held for sale, net of tax (452) (585) Other comprehensive income from operations related to disposal group classified as held for sale, net of tax 287 (84) Cash flow statement disclosures The cash flows attributable to ADNJ are as follows: The Group Nine months Nine months ended ended 31 December 31 December $ 000 $ 000 Operating 3,001 1,234 Investing (170) (14) Financing (1,080) (1,043) Net cash inflow 1, Loss per share disclosures The Group Nine months Nine months ended ended 31 December 31 December Loss per share from operations related to disposal group classified as held for sale attributable to equity holders of the Company (cents) Basic (0.1) (0.1) Diluted (0.1) (0.1) The basic and diluted loss per share from operations related to disposal group classified as held for sale are calculated by dividing the loss from operations related to disposal group classified as held for sale, net of tax, attributable to equity holder of the Company by the weighted average number of ordinary shares for basic and diluted earnings per share computation respectively. These loss and share data are presented in the tables in Note 12. F-24 23

123 ASCENDAS PTE LTD AND ITS SUBSIDIARIES NOTES TO THE INTERIM FINANCIAL STATEMENTS 12. Earnings per share (a) Continuing operations The basic earnings and diluted per share for continuing operations for the ninemonths period ended 31 December 2011 and 31 December 2010 and was based on the profit attributable from continuing operations to ordinary shareholder of S$136,257,000 and S$94,334,000 respectively and a weighted average number of ordinary shares outstanding of 585,622,000 and 585,622,000 respectively, calculated as follows: The Group Nine months Nine months ended ended 31 December 31 December $ 000 $ 000 Profit for the year attributable to equity shareholder of the Company 135,805 93,749 Add back: Loss from operations related to disposal group classified as held for sale, net of tax, attributable to equity shareholder of the Company Profit from continuing operations, net of tax, attributable to equity shareholder of the Company used in the computation of basic and diluted earnings per share from continuing operations 136,257 94,334 Number of Number of Shares as at Shares as at 31 December 31 December Weighted average number of shares 585, ,622 (b) Earnings per share computation The basic and diluted earnings per share are calculated by dividing the profit for the year attributable to equity holder of the Company by the weighted average number of ordinary shares for basic and diluted earnings per shares computation. These profit and share data are presented in the tables in Note12 (a) above. F-25 24

124 ASCENDAS PTE LTD AND ITS SUBSIDIARIES NOTES TO THE INTERIM FINANCIAL STATEMENTS 13. Acquisition of subsidiary companies On 3 October 2011, the Group acquired 100% of the issued share capital of Singapore Suzhou Industrial Holdings Pte Ltd and 100% of Ascendas-Xinsu Development (Suzhou) Co., Ltd for a consideration of $168,994,000. On 15 December 2011, the Group acquired the remaining 75% of the issued share capital of Teletech Park Pte Ltd making it a wholly owned subsidiary of the Group for a consideration of $28,740,000 On 9 July 2010, the Group acquired 100% of the issued share capital of Ascendas India Development VII Pte Ltd and 74% of Ascendas IT Park (Pune) Private Limited for a consideration of $1. The effects of acquisition of the subsidiary companies on cash flows of the Group were as follows: The Group Nine months Nine months ended ended Note 31 December 31 December $ 000 $ 000 Investment properties 6 312,132 - Investment properties under development Property, plant and equipment 93 - Other Non-current assets 1,453 - Current assets 39, Current liabilities (39,940) (566) Non-current liabilities (125,413) - Identifiable net assets acquired 187,916 - Negative goodwill arising on acquisition of a subsidiary company (3,909) - Goodwill arising from acquisition 24,611 - Remeasurement of retained interest in an associated company to its fair value (4,262) - Retained interest in former investment (6,622) - Total consideration 197,734 - Cash consideration paid (197,734) # Add: Cash of subsidiary companies acquired 35, Net cash (outflow) / inflow (162,637) 244 # Less than $1,000 F-26 25

125 ASCENDAS PTE LTD AND ITS SUBSIDIARIES NOTES TO THE INTERIM FINANCIAL STATEMENTS 14. Disposal of subsidiary companies During the current financial period, the Group disposed of 100% of Ascendas Services Beijing Co. Ltd for a total consideration of S$50,000. During the previous financial period, the Group disposed of 100% of Ascendas Zpark (Singapore) Pte Ltd for a total consideration of $18,589,000. The aggregate effects of disposal of subsidiary companies on cash flows of the Group were as follows: The Group Nine months Nine months ended ended 31 December 31 December $ 000 $ 000 Investment properties - (39,131) Property, plant and equipment - (7) Other non-current assets - (291) Current assets (50) (7,733) Current liabilities - 1,889 Non-current liabilities - 24,211 Net assets disposed (50) (21,062) Transfer from foreign currency translation reserve (11) 712 Transfer from other reserve - - Sales consideration 50 25,930 (11) 5,580 Less: Unrealised profits arising from transactions with associated companies (Loss) / Gain on disposal of subsidiary companies (11) 5,942 Sales consideration 50 25,930 Less: Cash of subsidiary companies disposed (50) (7,341) Net cash inflow - 18,589 F-27 26

126 ASCENDAS PTE LTD AND ITS SUBSIDIARIES NOTES TO THE INTERIM FINANCIAL STATEMENTS 15. Commitments a) Capital commitments As at the end of the reporting period, the Group had the following commitments contracted for but not recognised in the financial statements: Development and capital expenditure: The Group 31 December 31 March $ 000 $ 000 Amounts approved and contracted for 297, ,942 Commitments in respect of investments are as follows: The Group 31 December 31 March $ 000 $ property trust funds 45,000 45,000 - associated companies 111, ,703 - jointly-controlled entity 104, , , ,758 b) Operating lease commitments as leasee The Group leases land from its holding company and office space from nonrelated parties under non-cancellable operating lease agreements with varying terms. Future minimum rental payable under non-cancellable operating leases at the end of the reporting period are as follows: The Group 31 December 31 March $ 000 $ 000 Not later than one year 3,508 3,315 Later than one year but not later than five years 11,163 13,250 Later than five years 124, , , ,631 Included in the above lease payments of the Group is an amount of $138,367,000 (31 March 2011: $134,740,000) payable to the holding company. F-28 27

127 ASCENDAS PTE LTD AND ITS SUBSIDIARIES NOTES TO THE INTERIM FINANCIAL STATEMENTS 15. Commitments (continued) In addition, there is one year term and a 30-year term operating leases on leasehold land, which expires in January 2065 and October 2030 respectively. The lease rental is subject to yearly revision. The payments due are computed without the yearly revision as the quantum has not been determined. c) Operating lease commitments as lessor The Group leases out office, industrial and retail spaces to non-related parties under non-cancellable operating leases. The lessees are required to pay either absolute fixed annual increases to the lease payments or contingent rents based on sales achieved by tenants Future minimum rental receivable under non-cancellable operating leases at the end of the reporting period are as follows: The Group 31 December 31 March $ 000 $ 000 Not later than one year 119, ,517 Later than one year but not later than five years 185, ,718 Later than five years 50,335 82, , , Operating segments The Group has five key reportable segments, representing its operations in Singapore, China, India, Korea and South East Asia. Each segment is managed separately due to the different geographical locations. The Group s President & CEO reviews the internal management reports on these segments on a quarterly basis, at a minimum, for strategic decision making, performance assessment and resources allocation purposes. Performance of each reportable segment is measured based on segment revenue and segment earnings before net finance costs and income tax. Segment assets and liabilities are presented net of inter-segment balances. Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Segment assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. F-29 28

128 ASCENDAS PTE LTD AND ITS SUBSIDIARIES NOTES TO THE INTERIM FINANCIAL STATEMENTS 16. Operating segments (continued) For Nine months ended 31 December 2011 Operation related to disposal group classified as held for sale Singapore China India Korea SEA China Total S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 Group Revenue and expenses External revenue 152,026 32,599 27,212 26,310 3,111 2, ,424 EBIT 129,226 40,726 10,075 5, ,385 Net finance (costs)/income (11,761) (623) 2,311 (6,824) (264) (772) (17,933) Profit/(loss) before tax 117,465 40,103 12,386 (954) (96) (452) 168,452 Income tax expense (8,592) (2,185) (8,059) (1,440) (134) - (20,410) Profit/(loss) after tax 108,873 37,918 4,327 (2,394) (230) (452) 148,042 Other information Depreciation and amortisation 19,059 6,357 1,523 3, ,971 Interest income 1,035 1,454 2,342 1, ,455 Capital expenditure* 145, ,196 9,711 79, ,650 * Capital expenditure comprises acquisition and development expenditure of investment properties, acquisition of plant and equipment and interests in subsidiaries, associated and joint venture companies. 29 F-30

129 ASCENDAS PTE LTD AND ITS SUBSIDIARIES NOTES TO THE INTERIM FINANCIAL STATEMENTS 16. Operating segments (continued) For Nine months ended 31 December 2010 Operation related to disposal group classified as held for sale Singapore China India Korea SEA China Total S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 Group Revenue and expenses External revenue 157,908 24,102 23,691 18,506 3,056 1, ,196 EBIT 97,286 14,396 14,112 8, ,985 Net finance (costs)/income (13,262) (6,347) (17) (744) (19,504) Profit/(loss) before tax 84,024 14,838 14,536 2, (585) 115,481 Income tax expense (15,888) (2,543) (1,700) (389) (303) - (20,823) Profit/(loss) after tax 68,136 12,295 12,836 1,984 (10) (585) 94,658 Other information Depreciation and amortisation 22,021 3,173 1,657 3, ,915 Interest income (693) 2,142 1,293 1, ,581 Capital expenditure* 11,800 87,762 22, ,859 * Capital expenditure comprises acquisition and development expenditure of investment properties, acquisition of plant and equipment and interests in subsidiaries, associated and joint venture companies. 30 F-31

130 ASCENDAS PTE LTD AND ITS SUBSIDIARIES NOTES TO THE INTERIM FINANCIAL STATEMENTS 16. Operating segments (continued) As at 31 December 2011 Operation related to disposal group classified as held for sale Singapore China India Korea SEA China Total S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 Group Assets and liabilities Investment properties 697, ,608 21, ,927-28,295 1,425,822 Investments in associated and joint venture companies 521, , ,040 85,627 55,269-1,017,843 Other segment assets 720, ,214 85,432 35,336 12,579 3,002 1,098,429 Reportable segment assets 1,940, , , ,890 67,848 31,297 3,542,094 Loans and borrowings (861,290) (126,177) (26,700) (154,784) - (15,861) (1,184,812) Other segment liabilities (156,168) (20 6,513) (48,535) (50,309) (8,241) (7,078) (476,844) Reportable segment liabilities (1,0 17,458) (3 32,690) (75,235) (20 5,093) (8,241) (22,939) (1,661,656) 31 F-32

131 ASCENDAS PTE LTD AND ITS SUBSIDIARIES NOTES TO THE INTERIM FINANCIAL STATEMENTS 16. Operating segments (continued) As at 31 March 2011 Singapore China India Korea SEA Total S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 S$ 000 Group Assets and liabilities Investment properties 627, ,141 25, ,683-1,081,993 Investments in associated and joint venture companies 487, , ,262 13,235 52, ,765 Other segment assets 668, ,660 77,280 99,701 14, ,134 Reportable segment assets 1,784, , , ,619 66,640 3,044,892 Loans and borrowings (493,176) (57,508) (8,546) (156,166) - (715,396) Other segment liabilities (169,140) (147,092) (62,096) (61,333) (18,068) (457,729) Reportable segment liabilities (662,316) (204,600) (70,642) (217,499) (18,068) (1,173,125) 32 F-33

132 ASCENDAS PTE LTD AND ITS SUBSIDIARIES NOTES TO THE INTERIM FINANCIAL STATEMENTS 17. Contingencies Contingent liabilities On 5 December 2008, a fire broke out at West Icheon Logisitic Center ( WILC ), one of 2 buildings held by associate, Ascendas Korea Industrial Fund ( AKIF ). Consequent to the incident, AKI and AKIF have received a total of 32 civil lawsuits with claims totalling $98 million as at the date of this report. AKI and AKIF have won 19 cases. 12 have appealed to the higher court and 7 decided not to pursue their claim. Effectively 25 cases totalling $92 million remain outstanding. Under its Global Liability Insurance policy, the Group is insured against its legal liability to pay compensation to third party in respect of personal injury and/or property damage for up to S$25.0 million. No provision has been recognised as management is of the view that the claims are without merit. AKIF, AKI and its employee have not been prosecuted for any part in the cause of the fire, except for a small fine levied on AKI and one employee on the charge of violation of the Building Act, for which trial have been claimed. The Group does not have obligations to contribute additional capital into AKI and AKIF and the losses from the claims will be limited by the Group s existing investments in AKI and AKIF of $20.4 million of which $6.0 million had not been provided for as at 31 December In another associate entity Ascendas Korea Office Fund ( AKOF ), for which the Group owns a 30% stake, a lawsuit claiming wrong dismissal was received from the original developer of one of the building held by AKOF. The developer was previously contracted to complete the building construction, but was dismissed when it experienced financial distress caused by default in its other business undertakings which constituted an event of default under the agreement. The claim was for the loss of profits and was appraised at $47.6 million (KRW42.5 billion). The court hearings have completed and judgement is expected on 20 th April Indications from the lawyer are that AKOF is likely to win the lawsuit, but the court may still award a small percentage of compensation to the developer. Contingent assets Arising from the WILC fire, AKIF has received insurance payout from the insurer of the building amounting to $36 million (31 March 2011: $30 million). In view of the pending civil suits disclosed above, no contingent assets have been recognised in the financial statements on grounds of prudence. F-34 33

133 ASCENDAS PTE LTD AND ITS SUBSIDIARIES NOTES TO THE INTERIM FINANCIAL STATEMENTS 18. Events occurring after the reporting period On 18 January 2012, a board resolution was passed to approve the sale of the Group s leasehold interests (i.e leasehold term from 29 March 2012 to 25 March 2068) in the Properties 1 (together with the plant and equipment) to A-REIT for a cash consideration of $183 million. This was followed by the signing of a sales and purchase agreement with A-REIT on 6 February 2012, and the subsequent completion of the transaction on 29 March The net gain arising from the divestment is approximately $90 million. On 22 February 2012, the Group terminated its investment in convertible bonds issued by a 3 rd party developer, PLC 8 Development Pte Ltd. The aggregate investment amounted to $65 million at a coupon of 2% per annum. The principal and interest amount of the convertible bond have also been fully repaid on that day. On the same day, the Group terminated a bank loan of the same amount and fully repaid the principal sum and accrued interest. On 29 March 2012, Riverbook Group Limited ( RGL ), a wholly-owned subsidiary of Ascendas Land International Pte Ltd, and FCL (China) Pte Ltd ( FCL ), which is ultimately owned by Fraser and Neave, Limited jointly announced on the Hong Kong Stock Exchange, the proposed privatisation by FCL and RGL of Frasers Property (China) Limited ( Frasers ), a company listed on the Hong Kong Stock Exchange by a scheme of arrangement under Section 99 of the Companies Act of Bermuda and in accordance with the Hong Kong Code on Takeovers and Mergers. The scheme of arrangement will take effect only upon all relevant approvals being obtained within an estimated period of four months. Upon the scheme of arrangement becoming effective, Frasers will be owned by RGL (approximately 23.40%) and FCL (approximately 76.60%). At the date of this report, the financial impact of such restructuring exercise to the Group is not yet determinable. 1 All pieces of land together with the buildings which are known as 73 Science Park Drive Singapore , 75 Science Park Drive Singapore , 77 Science Park Drive Singapore and 79 Science park Drive Singapore (collectively known as Cintech 1 4) F-35 34

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