Asset Acquisitions and Disposals::Joint acquisition of majority stake in Cleantech Renewable Assets Pte Ltd

JOINT ACQUISITION OF MAJORITY STAKE IN CLEANTECH RENEWABLE ASSETS PTE. LTD.

Keppel Corporation Limited (the "Company") wishes to announce that the Company, Keppel Asia Infrastructure Fund LP ("KAIF") and a co-investor of KAIF, through Cloud Alpha Pte. Ltd. are acquiring 51% of the issued share capital of Cleantech Renewable Assets Pte. Ltd. ("Cleantech" and such shares, the "Shares") from Cleantech Energy Corporation Pte. Ltd. (the "Seller"). The remaining 49% shareholding in Cleantech is held by Shell Eastern Petroleum (Pte) Ltd.

60% of the issued share capital of Cloud Alpha Pte. Ltd. is held indirectly by the Company through Keppel Renewable Investments Pte. Ltd., a wholly-owned subsidiary of the Company, while the remaining 40% is held indirectly by KAIF and the co-investor of KAIF.

The consideration payable to the Seller for the Shares is US$130 million and the earn out payments, which are subject to certain performance milestones being met, shall not exceed US$20 million (the aggregate amount being, the "Consideration"). The transaction is subject to certain conditions precedent including regulatory approvals and is expected to close in the first quarter of 2022. Upon completion of the acquisition of the Shares, Cleantech will become a subsidiary of the Company.

The Consideration was arrived at after negotiations on a willing-buyer and willing-seller basis taking into account, amongst others, the strategic merits, development pipeline and platform value of Cleantech Renewable Assets Pte. Ltd. and the prevailing market conditions. The book value and net asset value represented by the Shares as at 30 June 2021 was US$44.15 million. The Company will satisfy its share of the Consideration, which is up to US$90 million, in cash using internal resources.

Headquartered in Singapore, Cleantech is a leading solar energy platform focused on the commercial and industrial (C&I) segment. The company has a total capacity of over 600 MW across the various stages of operations, construction, and development, with its assets located across India and six countries in Southeast Asia (Thailand, Malaysia, Indonesia, Cambodia, Singapore and Vietnam). In addition, Cleantech is targeting to achieve a cumulative generation capacity of 3 GW over the next 5 years.

As one of India's largest open access and second largest rooftop solar energy platform, as well as a leading solar energy player in Southeast Asia, Cleantech has strong and proven in-house capabilities for project development, engineering, procurement, construction, asset management and financing of solar facilities. On the back of C&I customers' commitment towards achieving their Net Zero targets, Cleantech is expected to benefit from the growing demand for renewable energy in the region.

A shareholders' agreement will also be entered into among Cloud Alpha Pte. Ltd, Shell Eastern Petoroleum (Pte) Ltd and Cleantech at completion of the transaction to, inter alia, regulate their respective rights and obligations in relation to Cleantech.

Each of Mr Loh Chin Hua, Mr Till Vestring and Ms Veronica Eng, who are directors of the Company, are investors in KAIF. Save as disclosed, none of the directors and controlling shareholders of the Company has any interest, direct or indirect, in the above transaction, other than through their interests, if any, in the Company.

The transaction is not expected to have any material impact on the net tangible assets per share or earnings per share of the Company for the current financial year.

13 December 2021