NOBLE GROUP LIMITED (Incorporated in Bermuda with limited liability) PROPOSED CONSOLIDATION OF EVERY TEN ORDINARY SHARES IN THE SHARE CAPITAL OF NOBLE GROUP LIMITED INTO ONE ORDINARY SHARE, FRACTIONAL ENTITLEMENTS TO BE DISREGARDED NOTICE OF EFFECTIVE DATE FOR THE SHARE CONSOLIDATION Unless otherwise defined, all terms used herein shall bear the same meaning as in the Circular (as defined below). 1. Introduction (the Company and together with its subsidiaries, the Group ) refers to (i) the announcements dated 15 March 2017, 4 April 2017, 12 April 2017 and 28 April 2017; and (ii) the circular to shareholders of the Company ( Shareholders ) dated 12 April 2017 (the Circular ) in relation to the share consolidation (the Share Consolidation ) of every ten (10) ordinary shares in the capital of the Company ( Existing Shares ) into one (1) consolidated share ( Consolidated Share ), fractional entitlements to be disregarded. 2. Notice of Effective Date NOTICE IS HEREBY GIVEN that the entitlements of Shareholders to the Consolidated Shares under the Share Consolidation will be determined based on their holdings of Existing Shares as reflected in the Register as at 5.00 p.m. on 9 May 2017 (the Effective Date ). The Share Consolidation shall be effective from the Effective Date. The Register and the Depository Register will be updated to reflect the number of Consolidated Shares held by Shareholders based on their shareholdings in the Company as at the Effective Date. Shareholders should note that, upon completion of the Share Consolidation, the number of Consolidated Shares which Shareholders will be entitled to, based on their holdings of Existing Shares as at the Effective Date, will be rounded down to the nearest whole Consolidated Share and any fractions of Consolidated Shares arising from the implementation of the Share Consolidation will be disregarded. All fractional entitlements arising from the implementation of the Share Consolidation will be dealt with in such manner as the Board may, in its absolute discretion, deem fit in the interests of the Company, including (i) disregarding, or (ii) aggregating and selling the same and retaining the net proceeds for the benefit of the Company. Affected Shareholders will not be paid for any fractions of Consolidated Shares which will be disregarded. Shareholders who hold less than ten Existing Shares as at the Effective Date will not be entitled to any Consolidated Shares and will no longer be Shareholders upon the completion of the Share Consolidation. Such Shareholders who wish to remain as Shareholders upon
completion of the Share Consolidation are advised to purchase additional Existing Shares so as to increase the number of Existing Shares held to a multiple of ten Existing Shares prior to the Effective Date. Each Consolidated Share will rank pari passu with each other and will be traded in board lots of 100 Consolidated Shares. 3. Issue of New Share Certificates The following sets out the administrative procedures which the Company will adopt to facilitate the issue of new share certificates arising from the Share Consolidation. (i) (ii) (iii) (iv) Cancellation of Old Share Certificates. The Company will cancel all old share certificates relating to the Existing Shares in issue as at the Effective Date. Upon the cancellation, the Company will issue to Scripholders new share certificates in respect of the number of Consolidated Shares to be held by such Scripholders pursuant to the Share Consolidation. Deposit of Share Certificates with CDP. In respect of Scripholders who wish to hold their Consolidated Shares scripless and who have deposited their old share certificates with CDP no later than 5.00 p.m. (Singapore time) on the day falling 12 Market Days prior to the Effective Date, arrangements will be made by the Company with CDP to effect the exchange for new share certificates in respect of the number of Consolidated Shares attributable to such Shareholder pursuant to the Share Consolidation. Depositors. In respect of Depositors with Existing Shares standing to the credit of their Securities Accounts as at the Effective Date, no further action needs to be taken as arrangements will be made by the Company with CDP for all old share certificates issued in the name of CDP or its nominee as at the Effective Date to be cancelled, and for new share certificates, in respect of the number of Consolidated Shares attributable to such Shareholder pursuant to the Share Consolidation, to be issued in the name of CDP or its nominee and deposited with CDP. Scripholders. To facilitate the cancellation of the old share certificates, Scripholders are encouraged to return their old share certificates in respect of the Existing Shares at their earliest convenience to the office of the Company in Hong Kong at 18th Floor, China Evergrande Centre, 38 Gloucester Road, Hong Kong or at the office of the Company s Share Transfer Agent, B.A.C.S. Private Limited, at 8 Robinson Road, #03-00 ASO Building, Singapore 048544. Scripholders should note that new share certificates in respect of the number of Consolidated Shares attributable to such Scripholder pursuant to the Share Consolidation will not be issued to them unless their old share certificates have been tendered to the Company or the Company s Share Transfer Agent, B.A.C.S. Private Limited for cancellation.
The new share certificates in respect of the number of Consolidated Shares attributable to such Scripholder pursuant to the Share Consolidation will be sent to Scripholders at their own risk by registered post within 10 Market Days from the Effective Date or the date of receipt of the old share certificate(s), whichever is the later. Where the Existing Shares are registered jointly in the name of several persons, the new share certificates in respect of the number of Consolidated Shares attributable to such Scripholders pursuant to the Share Consolidation shall be sent to the person whose name stands first in the Register. Shareholders should notify the Company or the Company s Share Transfer Agent, B.A.C.S. Private Limited, if they have lost any of their existing old share certificates or if they wish to record a change in their registered address. 4. Trading Arrangements 4.1. Trading of Shares on SGX-ST Trading of the Shares (on a consolidated basis) will commence prior to the Effective Date on account of the fact that trades on the SGX-ST are settled on a T+3 settlement cycle, that is, a purchase or sale of Shares on day T will be settled at T plus three Market Days later. Accordingly, for trading purposes: (i) (ii) trading in the Shares (on a pre-consolidated basis) will cease at 5.00 p.m. (Singapore time) on the day falling three Market Days before the Effective Date; and trading in the Shares (on a consolidated basis) will commence from 9.00 a.m. (Singapore time) on the day falling two Market Days before the Effective Date (the Consolidated Trading Date ). To illustrate, a Shareholder holding 100,000 Shares on the Consolidated Trading Date should note that notwithstanding that he continues to hold 100,000 unconsolidated Shares on the Consolidated Trading Date, all buy or sell orders for the trading of the Shares with effect from the Consolidated Trading Date, would be on the basis of Consolidated Shares. As such, he should note that: (a) (b) if he places an order to sell 100,000 Shares on or after the Consolidated Trading Date and such order is successfully matched, he would be required to deliver 100,000 Consolidated Shares on the settlement date for such trade. However, on the date of settlement, his 100,000 unconsolidated Shares would translate into only 10,000 Consolidated Shares, which would be insufficient for delivery to fulfil his sell order; and similarly, if he places an order to buy 100,000 Shares on or after the Consolidated Trading Date and such order is successfully matched, he would be contractually
obliged to take delivery of 100,000 Consolidated Shares on the settlement date for such trade. 4.2. Trading Arrangements for Odd Lots The number of Consolidated Shares which Shareholders are entitled to, based on their holdings of Existing Shares as at the Effective Date, will be rounded down to the nearest whole Consolidated Share and any fractions of Consolidated Shares arising from the Share Consolidation will be disregarded and dealt with in the manner as described in paragraph 2 above. The Existing Shares are currently traded in board lots of 100 Shares. Following the Share Consolidation, the Securities Accounts of Depositors may be credited with odd lots of Consolidated Shares, being lots other than board lots of 100 Consolidated Shares. Shareholders who receive odd lots of Consolidated Shares pursuant to the Share Consolidation and who wish to trade in odd lots on the SGX-ST should note that they may do so on the unit share market. The unit share market will enable trading in odd lots in any quantity less than one board lot of the underlying Consolidated Shares, with a minimum size of one Consolidated Share on the SGX-ST. 5. Indicative Timetable The table below sets out the indicative timetable for the Share Consolidation. Time and Date Event 28 April 2017 (Friday) Announcement of Effective Date for the Share Consolidation 5.00 p.m. on 4 May 2017 (Thursday) 9.00 a.m. on 5 May 2017 (Friday) 5.00 p.m. on 9 May 2017 (Tuesday) Last day of trading of Existing Shares on a pre-share consolidation basis Date of commencement of trading of Consolidated Shares on a consolidated basis Effective Date for the Share Consolidation
6. Contact Information The address of the Company s Share Transfer Agent, B.A.C.S. Private Limited, is as follows: 8 Robinson Road #03-00 ASO Building Singapore 048544 The address of CDP is as follows: The Central Depository (Pte) Limited 11 North Buona Vista Drive #06-07 The Metropolis Tower 2 Singapore 138589 28 April 2017 About Noble Group ooooo Noble Group (SGX: N21) manages a portfolio of global supply chains covering a range of industrial and energy products. Noble facilitates the marketing, processing, financing and transportation of essential raw materials. Sourcing bulk commodities from low cost regions such as South America, South Africa, Australia and Indonesia, the Group supplies high growth demand markets, particularly in Asia and the Middle East. For more information please visit. For further details please contact: Ms. Chelsea Phua Bell Pottinger Tel: +65 6333 3449 Email: CPhua@bellpottinger.com Ms. Michelle Gathercole Argentus PR Tel: +44 (0) 20 7397 2949 Email: michelle.gathercole@argentuspr.com Mr. Martin Debelle Citadel-MAGNUS Tel: +61 2 8234 0100 Email: mdebelle@citadelmagnus.com