f19ee956-eac9-4cd6-8854-d4fc35021f72.pdf

IMPORTANT:

  1. Relevant intermediaries as defined in Section 181 of the Companies Act, Chapter 50 of Singapore may appoint more than two proxies to attend, speak and vote at the Extraordinary General Meeting.

  2. For CPF/SRS investors who have used their CPF/SRS monies to buy Keppel Land Limited's shares, this form of proxy is not valid for use and shall be ineffective for all intents and purposes if used or purported to be used by them.

  3. CPF/SRS investors should contact their respective Agent Banks/SRS Operators if they have any queries regarding their appointment as proxies.

Personal data privacy

By submitting an instrument appointing a proxy(ies) and/or representative(s), the member accepts and agrees to the personal data privacy terms set out in the Notice of Extraordinary General Meeting dated 22 March 2016.

KEPPEL LAND LIMITED

(Incorporated in Singapore)

(Company Registration No. 189000001G)


PROXY FORM EXTRAORDINARY GENERAL MEETING


*I/We (Name)

(NRIC Number(s)/Passport Number(s)/Company Registration Number)

of (Address) being *a member/members of Keppel Land Limited (the "Company"), hereby appoint:


Name

NRIC/Passport No.

Proportion of Shareholdings

No. of Shares

%

Address

*and/or


Name

NRIC/Passport No.

Proportion of Shareholdings

No. of Shares

%

Address


or failing *him/them, the Chairman of the Meeting or such other person as may be designated by the Chairman, as *my/our *proxy/proxies to attend, speak and vote for *me/us on *my/our behalf at the Extraordinary General Meeting ("EGM") of the Company to be held at InterContinental Singapore, Ballrooms I & II, Level 2, 80 Middle Road, Singapore 188966 on Wednesday, 13 April 2016 at 5.00 p.m. and at any adjournment thereof.

The Chairman intends to cast undirected proxy votes in favour of the special resolution. Where the Chairman is appointed as *my/our *proxy/proxies, *I/we acknowledge that the Chairman may exercise *my/our

*proxy/proxies even if he has an interest in the outcome of the special resolution.

*I/We direct *my/our *proxy/proxies to vote for or against the special resolution to be proposed at the EGM as indicated hereunder. If no specific directions as to voting are given, the *proxy/proxies will vote or abstain from voting at *his/their discretion.


Number of Votes For**

Number of Votes Against**

Special Resolution

Approval for the proposed selective capital reduction of the issued share capital of the Company from S$2,408,649,022.59 comprising 1,546,881,101 ordinary shares to S$2,360,737,590.75 comprising 1,535,581,235 ordinary shares


* Delete where applicable.

** Voting will be conducted by poll. If you wish to exercise all your votes "For" or "Against" the relevant resolution, please tick (j) within the relevant box provided. Alternatively, if you wish to exercise your votes both "For" and "Against" the relevant resolution, please indicate the number of shares in the boxes provided.


Dated this day of 2016


Total number of Shares Held



Signature(s) of Shareholder(s)

or, Common Seal of Corporate Shareholder

IMPORTANT: PLEASE READ NOTES OVERLEAF BEFORE COMPLETING THIS FORM

Notes:

  1. A member of the Company should insert the total number of shares held. If no number is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to all the shares held by such member.

  2. (a) A member of the Company who is not a Relevant Intermediary is entitled to appoint not more than two proxies to attend, speak and vote at the EGM in his stead. Where such member's form of proxy appoints more than one proxy, the proportion of the shareholding concerned to be represented by each proxy shall be specified in the form of proxy.

    (b) A member of the Company who is a Relevant Intermediary is entitled to appoint more than two proxies to attend, speak and vote at the EGM in his stead, but each proxy must be appointed to exercise the rights attached to a different share or shares held by such member. Where such member's form of proxy appoints more than two proxies, the number and class of shares in relation to which each proxy has been appointed shall be specified in the form of proxy.

    "Relevant Intermediary" has the meaning ascribed to it in Section 181 of the Companies Act, Chapter 50 of Singapore (the "Companies Act").

  3. A proxy need not be a member of the Company.

  4. The instrument appointing a proxy or proxies must be under the hand of the appointer or of his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its common seal or under the hand of its attorney or duly authorised officer.

  5. A corporation which is a member of the Company may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative or representatives to attend, speak and vote at the EGM, in accordance with its constitution and Section 179 of the Companies Act.

  6. The instrument appointing a proxy or proxies must be deposited at the Share Registrar's registered office at 333 North Bridge Road, #08-00 KH KEA Building, Singapore 188721 not less than 48 hours before the time appointed for the holding of the EGM.

  7. Where an instrument appointing a proxy or proxies is signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid.

  8. Completion and return of the instrument appointing a proxy or proxies shall not preclude a member of the Company from attending and voting at the EGM. Any appointment of a proxy or proxies shall be deemed to be revoked if such member attends the EGM in person, and in such event, the Company reserves the right to refuse to admit any person or persons appointed under the instrument of proxy to the EGM.

  9. The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible or where the true intentions of the appointer are not ascertainable from the instructions of the appointer specified in the instrument (including any related attachment) appointing a proxy or proxies.

  10. Words importing the masculine gender shall, where applicable, include the feminine and neuter genders.

Personal data privacy:

By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the EGM and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member's personal data by the Company (or its agents or service providers) for the purpose of the processing, administration and analysis by the Company (or its agents or service providers) of proxies and representatives appointed for the EGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the EGM (including any adjournment thereof), and in order for the Company (or its agents or service providers) to comply with any applicable laws, take-over rules, regulations and/or guidelines (collectively, the "Purposes"),

(ii) warrants that where the member discloses the personal data of the member's proxy(ies) and/or representative(s) to the Company (or its agents or service providers), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member's breach of warranty.

Keppel Land Ltd. issued this content on 22 March 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 31 March 2016 02:34:11 UTC

Original Document: http://www.keppelland.com/pdf/KepLand_Proxy_Form.pdf