Sarine Technologies : DAILY SHARE BUY-BACK

12/28/23, 6:34 PM

Repurchase Offer/ Issuer Bid/ Reverse Rights::Voluntary

12/28/23, 6:34 PM

Repurchase Offer/ Issuer Bid/ Reverse Rights::Voluntary

DEFINITIONS

2

INDICATIVE TIMETABLE

5

OFFER LETTER

6

1.

INTRODUCTION

6

2.

TERMS AND CONDITIONS OF THE EQUAL ACCESS OFFER

6

3.

PROCEDURES FOR

ACCEPTANCE

8

4.

OPTIONS AVAILABLE

TO SHAREHOLDERS

8

5.

STATUS OF PURCHASED SHARES UNDER THE EQUAL ACCESS OFFER

10

6.

RATIONALE FOR THE EQUAL ACCESS OFFER

10

7.

PREMIUM TO TRADING PRICES OF THE SHARES

10

8.

SHARES PURCHASED OR ACQUIRED DURING THE PREVIOUS 12 MONTHS

10

9.

PAYMENT OF THE OFFER PRICE

11

10.

OVERSEAS SHAREHOLDERS

11

11.

APPLICATION OF THE CODE

12

12.

LISTING STATUS OF THE SHARES

12

13.

GENERAL

12

14.

DIRECTORS' RESPONSIBILITY STATEMENT

13

APPENDIX - ADMINISTRATIVE PROCEDURES FOR ACCEPTANCE

14

"Accepting Shareholders"

: Shareholders who tender Shares in acceptance of the Equal Access Offer

"Announcement"

: The announcement by the Company dated 19 November 2023 in relation to the Equal

Access Offer

"Board"

: The board of Directors of the Company as at the Latest Practicable Date

"CDP"

: The Central Depository (Pte) Limited

"Closing Date"

: 19 January 2024, being the date on which the Equal Access Offer closes, or such other

date as may be announced by the Company

"Code"

:

The Singapore Code on Take-overs and Mergers, as amended, modified or

supplemented from time to time

"Companies Act"

: The Companies Act 1967 of Singapore, as amended, modified or supplemented from

time to time

"Company"

:

Sarine Technologies Ltd.

"Date of Receipt"

: Date of receipt of the FAA by the CDP

"DCS"

: CDP's Direct Crediting Service

"Despatch Date"

: 28 December 2023, being the date of despatch of this Offer Letter

"Director(s)"

: The director(s) of the Company as at the Latest Practicable Date

"dormant shares"

: Shares which were purchased or acquired and held as dormant shares by the Company

in accordance with the Israeli Companies Law

"Entitled Shares"

:

In respect of each Participating Shareholder, the Relevant Percentage of that

Participating Shareholder's Shares as at the Record Date, fractional entitlements to be

disregarded

"Entitlement Notification

: The letter to be despatched to Shareholders after the Record Date to notify them, inter

Letter"

alia, of their Entitled Shares

"Equal Access Offer"

: The off-market equal access offer to be made by the Company for 4,000,000 Shares

representing approximately 1.15% of total number of Shares in issue (excluding

8,937,700 dormant shares) as at the Latest Practicable Date, on the terms and subject

to the conditions set out in this formal Offer Letter and the FAA

"Excess Shares"

: Has the meaning given in Section 2(c)(ii) of this Offer Letter

"FAA"

: Form of Acceptance and Authorisation for Shares

"Group"

: The Company and its subsidiaries

"Indication"

: For the purposes of the FAA, a tick, cross or such other forms or annotation to be

determined by CDP and/or the Company in their absolute discretion for the purpose of

ascertaining a Shareholder's intention to accept

"Israeli Companies Law"

: The Companies Law, 5759-1999, and the Companies Ordinance (New version) 1983

of Israel, or any statutory modification, amendment or re-enactment thereof for the time

being in force, and any reference to any provision of the said law is to that provision as

so modified, amended or re-enacted or contained in any such subsequent act or acts

"Latest Practicable Date"

: 8 December 2023, being the latest practicable date prior to the printing of this Offer

Letter

"Listing Manual"

: The listing manual of the SGX-ST

"Market Day"

: A day on which the SGX-ST is open for trading in securities

"Market Purchases"

: Purchases or acquisitions of Shares made by way of on-market purchases transacted

through the SGX-ST's trading system, through one or more duly licensed stockbrokers

appointed by the Company for such purpose

Amount"

Offer, being 4,000,000 Shares representing approximately 1.15% of the total number of

Shares in issue (excluding 8,937,700 dormant shares) as at the Latest Practicable Date

"Non-Participating

:

Has the meaning given in Section 2(g) of this Offer Letter

Shareholder"

"Offer Letter"

: This formal offer letter dated 28 December 2023 in relation to the Equal Access Offer

"Offer Price"

: S$0.34 for each Share

"Off-Market Purchases"

: Purchases or acquisitions of Shares made by way of off-market purchases effected

pursuant to an equal access scheme as defined in Section 76C of the Companies Act

"Overseas Shareholders"

: Shareholders whose addresses are outside Singapore as shown in the Register of

Members or, as the case may be, in the records of CDP

"Participating

:

Shareholders other than the Non-Participating Shareholder

Shareholders"

"Record Date"

: 5:30 p.m. on 19 January 2024, on which the Company will determine the entitlements

of the Participating Shareholders to the Equal Access Offer

"Register of Members"

: The register of members of the Company

"Relevant Percentage"

: The percentage of Shares that a Participating Shareholder will be entitled to accept the

Equal Access Offer, being approximately 1.31% of his/her/its Shares as at the Record

Date

"Securities Account"

: A securities account maintained by a Depositor with the CDP but does not include a

securities sub-account

"SFA"

:

The Securities and Futures Act 2001 of Singapore, as amended, modified or

supplemented from time to time

"SGX-ST"

: Singapore Exchange Securities Trading Limited

"Share Purchase Mandate" :

The share purchase mandate approved by the Shareholders at the Annual General

Meeting of the Company held on 24 April 2023

"Shareholders"

: Persons (not being Depositors) who are registered as holders of the Shares in the

Register of Members and Depositors, who have Shares entered against their names

in the Depository Register, except that where the registered holder is CDP, the term

"Shareholders" shall, where the context admits, mean the Depositors whose Securities

Accounts are credited with Shares

"Shares"

: Ordinary shares in the capital of the Company

"Total Tendered Shares"

: The total number of Shared tendered under the Equal Access Offer

"VWAP"

:

Volume-weighted average price

"S$" and "cents"

: Dollars and cents of the lawful currency of Singapore

"%" or "per cent"

:

Per centum or percentage

Event

Date and Time

Announcement of the Equal Access Offer

19 November 2023

Despatch of Offer Letter and FAA

28 December 2023

Record Date & Closing Date

19

January 2024

Final time and date for receipt of the FAA

5:30 p.m. on the Closing Date

Announcement of acceptances in respect of the Equal Access

23

January 2024

Offer

Entitlement Notification Letter: Despatch of letter to Depositors

By 24

January 2024

notifying, inter alia, (i) the number of Shares held by such Depositor

in their Securities Account as at 5.30 p.m. on the Record Date in

respect of which they were entitled to accept the Off-Market Equal

Access Offer; and (ii) the number of Entitled Shares and Excess

Shares tendered by such Depositor as at the Record Date

Payment to Shareholders for Shares tendered pursuant to the

By 29

January 2024

Equal Access Offer