Microsoft Word - 03 Ocean Dream - Despatch Announcement (s 215(3)) (AG 14 Apr 2015) (cln) EXT.docx DESPATCH OF NOTICE PURSUANT TO SECTION 215(3) OF THE COMPANIES ACT, CHAPTER 50 OF SINGAPORE (THE "COMPANIES ACT") 1. INTRODUCTION

The board of directors ("Board") of Keppel Corporation Limited ("KCL") refers to:
1.1 the offer document dated 12 February 2015 (the "Offer Document") in relation to the voluntary unconditional cash offer by DBS Bank Ltd. and Credit Suisse (Singapore) Limited (together the "Joint Financial Advisers"), for and on behalf of KCL, for, inter alia, all the issued ordinary shares in the capital of Keppel Land Limited (the "Company"), other than those already owned, controlled or agreed to be acquired by KCL (the "Offer"), announced on 23 January 2015 and which closed at 5.30 p.m. (Singapore time) on 31
March 2015; and

1.2 the announcement dated 31 March 2015 issued by the Joint Financial Advisers, for and on behalf of KCL, in relation to the close of the Offer (the "Close of Offer Announcement"), the final level of shareholding and acceptances for 31 March 2015 and rights of shareholders of the Company ("Shareholders") who have not accepted the Offer ("Non- Assenting Shareholders") under Section 215(3) of the Companies Act.

Unless otherwise defined, all capitalised terms used and not defined herein shall have the same meanings given to them in the Offer Document and the Close of Offer Announcement.

2. DESPATCH OF NOTICE PURSUANT TO SECTION 215(3) OF THE COMPANIES ACT 2.1 As stated in the Close of Offer Announcement, pursuant to the Offer, KCL received acceptances, which together with the Shares held by KCL, its related corporations and their respective nominees, comprise 90 per cent. or more of the total number of issued Shares. Accordingly, Non-Assenting Shareholders have a right, under and subject to

Section 215(3) of the Companies Act and the terms set out in the prescribed Form 58 to

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require KCL to acquire their Shares at a price of S$4.38 in cash (the "Offer Price")1 for each Share on the same terms as those applicable under the Offer, by serving notice requiring KCL to do so.

2.2 In connection with the foregoing, KCL has today despatched to the Non-Assenting Shareholders the Notice to Non-Assenting Shareholder in the prescribed Form 58, together with (i) a cover letter (the "Letter"), (ii) a user guide providing a brief overview and summary of Non-Assenting Shareholders' rights under Section 215(3) of the Companies Act (the "User Guide") and (iii) the relevant acceptance forms for Non-Assenting Shareholders who wish to exercise their rights under Section 215(3) of the Companies Act (the "Relevant Acceptance Forms"). 2.3 A Non-Assenting Shareholder may, within three (3) months after the Form 58 is given (that is, by 5.30 p.m. (Singapore time) on 15 July 2015), give notice in the manner set out in the Letter and the Relevant Acceptance Forms requiring KCL to acquire their Shares on the same terms as those applicable under the Offer (including the Offer Price). 2.4 Electronic copies of the Letter, the User Guide, the Relevant Acceptance Forms and Form

58 are available on the website of the SGX-ST at www.sgx.com.

3. LISTING STATUS OF THE COMPANY

Under Rule 723 of the Listing Manual, the Company must ensure that at least 10 per cent. of the total number of issued Shares (excluding treasury shares) is at all times held in public hands (the "Shareholding Requirement"). Shareholders should note that the Shareholding Requirement has been breached. KCL does not intend to maintain the listing status of the Company and accordingly, does not intend to place out any Shares held by KCL to members of the public to meet the Shareholding Requirement. KCL intends to take steps to delist the Company from the SGX-ST and have submitted an application to the SGX-ST seeking a delisting of the Company from the SGX-ST.

In the event the Company is delisted from the SGX-ST, Shareholders who continue to hold Shares will be left holding Shares which are not listed on a stock exchange. 4. GENERAL If any Shareholder is in any doubt about any of the matters referred to in this Announcement, he should consult his stockbroker, bank manager, solicitor, accountant, tax adviser or other professional adviser immediately.

1 If any Distribution is announced, declared, paid or made by the Company on or after 23 January 2015, being the date on which the Offer was announced, and KCL is not entitled to receive such Distribution in full in respect of any Share acquired pursuant to Section 215(3) of the Companies Act, the consideration payable in respect of such Share shall

be reduced by an amount which is equal to the amount of such Distribution.

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By Order of the Board of

Keppel Corporation Limited

Caroline Chang / Kelvin Chua
Company Secretaries
15 April 2015

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