Keppel : EGM Circular

CIRCULAR DATED 26 SEPTEMBER 2023

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY.

If you are in any doubt as to the contents herein or as to the course of action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately.

If you have sold or transferred all your shares in the capital of Keppel Corporation Limited (the "Company"), you should immediately inform the purchaser, the transferee or the bank, stockbroker or agent through whom the sale or transfer was effected for onward notification to the purchaser or the transferee, that this Circular (together with the Notice of EGM (as defined herein) and accompanying Proxy Form (as defined herein)) may be accessed on the SGXNet and the Company's website at https://www.kepcorp.com/en/investors/agm-egm/. The Singapore Exchange Securities Trading Limited (the "SGX-ST") assumes no responsibility for the accuracy of any statements or opinions made or reports contained in this Circular.

This Circular (together with the Notice of EGM and accompanying Proxy Form) has been made available on the SGXNet and the Company's website at https://www.kepcorp.com/en/investors/agm-egm/. Printed copies of this Circular will not be despatched to Shareholders (as defined herein). Printed copies of the Notice of EGM and Proxy Form will be despatched to Shareholders.

KEPPEL CORPORATION LIMITED

(Incorporated in the Republic of Singapore)

(Company Registration No. 196800351N)

CIRCULAR TO SHAREHOLDERS

IN RELATION TO

1. THE PROPOSED SPECIAL DIVIDEND IN SPECIE OF UNITS IN KEPPEL REIT
2. 1. THE PROPOSED CHANGE OF NAME OF THE COMPANY FROM "KEPPEL CORPORATION LIMITED" TO "KEPPEL LTD."

IMPORTANT DATES AND TIMES
Last date and time for lodgement of Proxy Form	: 15 October 2023 at 10.00 a.m.
Date and time of EGM (as defined herein)	: 18 October 2023 at 10.00 a.m.
Place of EGM	: Suntec Singapore Convention and
	Exhibition Centre, Summit 1, Level 3,
	1 Raffles Boulevard Suntec City,
	Singapore 039593

	TABLE OF CONTENTS
Contents	Page
FORWARD-LOOKING STATEMENTS	1
IMPORTANT NOTICE TO OVERSEAS SHAREHOLDERS	1
DEFINITIONS	2
INDICATIVE TIMETABLE	6
CIRCULAR TO SHAREHOLDERS	7
1.	INTRODUCTION	7
2.	RATIONALE FOR THE PROPOSED DISTRIBUTION	9
3.	INFORMATION ON KREIT	9
4.	DETAILS OF THE PROPOSED DISTRIBUTION	10
5.	ADMINISTRATIVE PROCEDURES FOR THE PROPOSED DISTRIBUTION	16
6.	PROPOSED CHANGE OF NAME	19
7.	INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS	20
8.	DIRECTORS' RECOMMENDATION	22
9.	DIRECTORS' RESPONSIBILITY STATEMENT	22
10.	ADDITIONAL INFORMATION	23
APPENDIX NOTICE OF EXTRAORDINARY GENERAL MEETING	24

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FORWARD-LOOKING STATEMENTS

All statements other than statements of historical facts included in this Circular are or may be forward looking statements. Forward-looking statements include but are not limited to those using words such as "seek", "expect", "anticipate", "estimate", "believe", "intend", "project", "plan", "strategy", "forecast" and similar expressions or future or conditional verbs such as "will", "would", "should", "could", "may" and "might". These statements reflect the Company's current expectations, beliefs, hopes, intentions or strategies regarding the future and assumptions in light of currently available information. Such forward-looking statements are not guarantees of future performance or events and involve known and unknown risks and uncertainties. Accordingly, actual results may differ materially from those described in such forward-looking statements. Shareholders and investors of the Company should not place undue reliance on such forward-looking statements, and the Company does not undertake any obligation to update publicly or revise any forward-looking statements.

IMPORTANT NOTICE TO OVERSEAS SHAREHOLDERS

The circulation of this Circular and the distribution of the KREIT Units (as defined herein) may be prohibited or restricted (either absolutely or subject to various securities requirements, whether legal or administrative, being complied with) in certain jurisdictions under the relevant securities laws of those jurisdictions. Shareholders are required to inform themselves of and to observe any such prohibition or restriction at their own expense and without any liability of the Company. It is the responsibility of Shareholders in such jurisdictions to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, the compliance with other necessary formalities which are required to be observed and/or payment of any issue, transfer or other taxes due in such jurisdiction. Further details on the distribution of and the entitlement of Overseas Shareholders (as defined herein) to the KREIT Units pursuant to the Proposed Distribution (as defined herein) are set out in paragraph 5.7 of this Circular.

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DEFINITIONS

The following definitions shall apply throughout this Circular unless the context otherwise requires or unless otherwise stated:

"ACRA"	:	The Accounting and Corporate Regulatory Authority of
		Singapore
"CDP"	:	The Central Depository (Pte) Limited
"Circular"	:	This circular to Shareholders dated 26 September 2023
"Companies Act"	:	The Companies Act 1967
"Company" or "KCL"	:	Keppel Corporation Limited
"Completion Date"	:	Has the meaning given to it in paragraph 1.1 of this
		Circular, being the date that the Proposed Distribution
		is completed
"CPF"	:	Central Provident Fund
"CPF Agent Banks"	:	Agent banks included under the CPFIS
"CPFIS"	:	CPF Investment Scheme
"CPFIS Members"	:	Has the meaning given to it in paragraph 5.4 of this
		Circular, being investors who have purchased Shares
		using their CPF funds
"Directors"	:	The directors of the Company
"DIS Announcement"	:	Has the meaning given to it in paragraph 1.1 of this
		Circular, being the announcement dated 27 July 2023
		issued by the Company in relation to the Proposed
		Distribution
"EGM"	:	The extraordinary general meeting of the Company to
		be held on 18 October 2023, notice of which is given in
		the Notice of EGM set out in the Appendix to this
		Circular (or any adjournment thereof)
"EPS"	:	Earnings per Share
"Entitled Shareholders"	:	Shareholders who hold Shares as at the Record Date
		that will be entitled to the Proposed Distribution
"FY2022"	:	Financial year ended 31 December 2022
"KCL Group"	:	The Company and its subsidiaries

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"KREIT"	:	Keppel REIT, a real estate investment trust constituted
		pursuant to the Trust Deed
"KREIT FY2022 Financial	:	Has the meaning given to it in paragraph 3.2 of this
Results"		Circular, being the audited consolidated financial
		statements of KREIT for FY2022
"KREIT Manager 4 Aug	:	The announcements dated 4 August 2023 issued by
Announcements"		Keppel REIT Management Limited in relation to
		(i) the issuance of 12,334,692 KREIT Units on 4 August
		2023 as payment of the base fee component of the
		management fee of Keppel REIT Management Limited
		(as manager of KREIT); (ii) the notification of change in
		interest for the acquisition of 12,334,692 KREIT Units by
		Keppel REIT Management Limited on 4 August 2023;
		and (iii) the notification of change in interest for the
		disposal of 12,500,000 KREIT Units by Keppel REIT
		Management Limited on 4 August 2023
"KREIT Units"	:	An undivided interest in KREIT, as provided for in the
		Trust Deed
"Latest Practicable Date"	:	13 September 2023, being the latest practicable date
		prior to the issuance of this Circular
"Listing Manual"	:	The listing manual of the SGX-ST
"Market Day"	:	A day on which the SGX-ST is open for trading in
		securities
"NAV"	:	Net asset value
"Notice of EGM"	:	The notice of the EGM dated 26 September 2023
"NTA"	:	Net tangible assets
"Overseas Shareholders"	:	Has the meaning given to it in paragraph 5.7 of this
		Circular, being Shareholders whose registered address
		for the service of the notices and/or documents on the
		Register of KCL or the Depository Register (as the case
		may be) is not in Singapore as at the Record Date
"Proposed Change of	:	Has the meaning given to it in paragraph 1.2 of this
Name"		Circular, being the proposed change of name of the
		Company from "Keppel Corporation Limited" to
		"Keppel Ltd."
"Proposed Distribution"	:	Has the meaning given to it in paragraph 1.1 of this
		Circular, being the proposed special dividend IN SPECIE
		of KREIT Units to the Entitled Shareholders on the basis
		of one (1) KREIT Unit for every five (5) Shares held by
		each Entitled Shareholder as at the Record Date,
		fractional entitlements to be disregarded

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"Proposed Distribution	:	Has the meaning given to it in paragraph 4.5 of this
Scenario as at the Latest		Circular, being the decrease in the KCL Group's
Practicable Date"		unitholding in KREIT on completion of the Proposed
		Distribution, based on the number of Shares (excluding
		treasury shares) in issue, and the number of KREIT Units
		held, directly and indirectly, by the Company, as at the
		Latest Practicable Date
"Proxy Form"	:	The accompanying proxy form for the EGM as set out in
		the Appendix to this Circular
"Record Date"	:	Has the meaning given to it in paragraph 4.1 of this
		Circular, being the record date to be determined by the
		Company for the purpose of determining the
		entitlement of the Shareholders for the Proposed
		Distribution
"Register of KCL"	:	The register of members of KCL, as maintained by the
		Share Registrar
"Register of KREIT"	:	The register of unitholders of KREIT, as maintained by
		the Unit Registrar
"Securities Account"	:	A securities account maintained by a Depositor with
		CDP but does not include a securities sub-account
"SFA"	:	The Securities and Futures Act 2001
"SGX-ST"	:	Singapore Exchange Securities Trading Limited
"Shareholders"	:	Registered holders of Shares in the Register of KCL,
		except that where the registered holder is CDP, the term
		"Shareholders" shall, where the context admits, mean
		the persons named as Depositors in the Depository
		Register maintained by CDP and into whose Securities
		Accounts those Shares are credited
"Shares"	:	Ordinary shares of the Company
"Share Registrar"	:	Boardroom Corporate & Advisory Services Pte. Ltd., with
		its registered office at 1 Harbourfront Avenue, Keppel
		Bay Tower #14-07, Singapore 098632, the share registrar
		of the Company
"SRS"	:	Supplementary Retirement Scheme
"SRS Approved Banks" or	:	Approved banks in which SRS Investors hold their
"SRS Operators"		accounts under the SRS
"SRS Investors"	:	Has the meaning given to it in paragraph 5.5 of this
		Circular, being investors who have purchased Shares
		using their funds in the SRS

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"Substantial	:	Has the meaning given to it in paragraph 7.1 of this
Shareholders"		Circular, being Shareholders who hold directly or
		indirectly 5 per cent. or more of the total issued and
		voting share capital of the Company
"S$" or "cents"	:	Singapore dollar and cents respectively, unless
		otherwise stated
"Trust Deed"	:	The Trust Deed dated 30 September 2022 entered into
		between Keppel REIT Management Limited (as manager
		of KREIT) and HSBC Institutional Trust Services
		(Singapore) Limited (as trustee to KREIT), as amended
		from time to time
"Unit Registrar"	:	Boardroom Corporate & Advisory Services Pte. Ltd., with
		its registered office at 1 Harbourfront Avenue, Keppel
		Bay Tower #14-07, Singapore 098632, the unit registrar
		of KREIT
"%" or "per cent."	:	Per centum or percentage

A reference to "paragraph" is a reference to a paragraph of this Circular unless otherwise specified or the context otherwise requires.

The terms "Depositor", "Depository Agent" and "Depository Register" shall have the same meanings ascribed to them respectively in Section 81SF of the SFA.

Words importing the singular shall, where applicable, include the plural and vice versa and words importing any one gender shall, where applicable, include the other genders. References to persons shall, where applicable, include corporations.

Any reference in this Circular to any enactment is a reference to that statute or enactment for the time being amended or re-enacted. Any term defined under the Companies Act, the SFA or the Listing Manual or any statutory modification thereof and used in this Circular shall, where applicable, have the meaning assigned to it under the Companies Act, the SFA or the Listing Manual or any statutory modification thereof, as the case may be, unless otherwise provided.

Any discrepancies in tables included herein between the amounts in the columns of the tables and the totals thereof are due to rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Any reference to a time of day in this Circular (including the Notice of EGM and the Proxy Form) shall be a reference to Singapore time unless otherwise stated.

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INDICATIVE TIMETABLE

For illustrative purposes, the following are indicative dates and times for the Proposed Distribution:(1)

Last date and time for lodgement of Proxy	:	15 October 2023 at 10.00 a.m.
Form for the EGM(2)
Date and time of the EGM	:	18 October 2023 at 10.00 a.m.
Place of EGM	: Suntec Singapore Convention and
		Exhibition Centre, Summit 1, Level 3,
		1 Raffles Boulevard Suntec City,
		Singapore 039593
Expected date of announcement of the	:	On or about 18 October 2023
Record Date
Expected last date of "cum" trading of the	:	On or about 24 October 2023
Shares on the SGX-ST
Expected date of commencement of	:	On or about 25 October 2023
"ex" trading of the Shares on the SGX-ST
Expected Record Date for the Proposed	: On or about 26 October 2023 at 5.00 p.m.
Distribution
Expected date for distributing the KREIT	:	On or about 7 November 2023
Units to the Entitled Shareholders pursuant
to the Proposed Distribution

Notes:

1. Save for the date and time by which the Proxy Forms must be lodged and the EGM will be held, the timetable above is only indicative and the actual dates of the events in italics will be announced by the Company in due course by way of announcements released on SGXNet.
2. The EGM will be held in a wholly physical format at Suntec Singapore Convention and Exhibition Centre, Summit 1, Level 3, 1 Raffles Boulevard Suntec City, Singapore 039593 on Wednesday, 18 October 2023 at 10.00 a.m. (Singapore time). There will be no option to participate virtually.

Printed copies of this Circular will not be sent to Shareholders. Instead, this Circular will be sent to Shareholders by electronic means via publication on the Company's website at https://www.kepcorp.com/en/investors/agm-egm/and on the SGXNet at https://www.sgx.com/securities/company-announcements. Printed copies of the Notice of EGM and the accompanying Proxy Form will be sent to Shareholders.

Shareholders may participate in the EGM by:

1. attending the EGM in person;
2. submitting questions to the Chairman of the meeting in advance of, or at, the EGM; and/or
3. voting at the EGM (i) themselves; or (ii) through their duly appointed proxy(ies).

CPFIS Members and SRS Investors (i) may attend, speak and vote at the EGM in person if they are appointed as proxies by their respective CPF Agent Banks or SRS Operators, and should contact their respective CPF Agent Banks or SRS Operators as soon as practicable if they have any queries regarding their appointment as proxies; or (ii) (as an alternative to (i) above) may appoint the Chairman of the meeting as proxy to vote on their behalf at the EGM, in which case they should approach their respective CPF Agent Banks or SRS Operators to submit their votes by 5.00 p.m. on Monday, 9 October 2023, being seven working days before the date of the EGM. For avoidance of doubt, CPFIS Members and SRS Investors will not be able to appoint third party proxy(ies) (i.e. persons other than the Chairman of the meeting) to vote at the EGM on their behalf.

A Shareholder who wishes to submit an instrument of proxy must do so in the following manner: (i) if submitted by post, by completing and signing the Proxy Form, before lodging it at the office of the Share Registrar, Boardroom Corporate & Advisory Services Pte. Ltd., at 1 Harbourfront Avenue, Keppel Bay Tower #14-07, Singapore 098632; or (ii) if submitted electronically via email, by completing and signing the Proxy Form, before attaching and sending a clear scanned PDF copy of it to the Share Registrar at [e-mail], in each case, by 10.00 a.m. on Sunday, 15 October 2023, being 72 hours before the time appointed for the holding of the EGM. Please refer to the Appendix to this Circular for more details.

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CIRCULAR TO SHAREHOLDERS

KEPPEL CORPORATION LIMITED

(Incorporated in the Republic of Singapore)

(Company Registration No. 196800351N)

Directors of Keppel Corporation Limited:	Registered Office:
Mr. Danny Teoh	(Non-Executive and	1 HarbourFront Avenue
	Non-Independent Chairman)	#18-01
		Keppel Bay Tower
		Singapore 098632
Mr. Loh Chin Hua	(Chief Executive Officer
	and Executive Director)
Mr. Till Vestring	(Lead Independent Director)
Ms. Veronica Eng	(Independent Director)
Mr. Jean-François Manzoni	(Independent Director)
Mr. Teo Siong Seng	(Non-Executive and
	Non-Independent Director)
Mr. Tham Sai Choy	(Independent Director)
Mrs. Penny Goh	(Independent Director)
Mr. Shirish Apte	(Independent Director)
Mr. Olivier Blum	(Independent Director)
Mr. Jimmy Ng	(Independent Director)
Ms. Ang Wan Ching	(Independent Director)

26 September 2023

To: The Shareholders of Keppel Corporation Limited

Dear Sir/Madam

1. THE PROPOSED SPECIAL DIVIDEND IN SPECIE OF UNITS IN KEPPEL REIT
2. THE PROPOSED CHANGE OF NAME OF THE COMPANY FROM "KEPPEL CORPORATION LIMITED" TO "KEPPEL LTD."

1. INTRODUCTION

1.1 Proposed Distribution

We refer to the announcement dated 27 July 2023 issued by the Company in relation to the proposed special dividend in specie (the "Proposed Distribution") of units in Keppel REIT ("KREIT", and such units in KREIT, the "KREIT Units") to the Shareholders (the "DIS Announcement"), a copy of which is available on the website of the SGX-ST at https://www.sgx.com/securities/company-announcementsand on the website of the Company at https://www.kepcorp.com/en/media/media-releases-sgx-filings/.

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The Proposed Distribution will be effected on the basis of one (1) KREIT Unit for every five (5) Shares held by each Entitled Shareholder as at the Record Date, fractional entitlements to be disregarded.

As at the Latest Practicable Date, the Company holds, directly and indirectly, 1,746,550,815 KREIT Units representing, in aggregate, approximately 46.3 per cent. of the total number of KREIT Units in issue, and the issued share capital of the Company comprises 1,762,247,131 Shares (excluding treasury shares). For illustrative purposes, assuming that there is no change to the number of Shares in issue as at the Record Date, the Company will distribute approximately 352.4 million KREIT Units representing, in aggregate, approximately 9.3 per cent. of the total number of KREIT Units in issue, and immediately following completion of the Proposed Distribution, the Company will hold, directly and indirectly, 1,394,101,389 KREIT Units representing, in aggregate, approximately 37.0 per cent. of the total number of KREIT Units in issue.

No payment will be required from Entitled Shareholders for the KREIT Units to be received from the Proposed Distribution. The KREIT Units will be distributed free of encumbrances and together with all rights attaching thereto on and from the date the Proposed Distribution is completed (the "Completion Date").

1. Proposed Change of Name
   The Company is also proposing to change its name from "Keppel Corporation Limited" to "Keppel Ltd." (the "Proposed Change of Name").
   Further information on the Proposed Change of Name is set out in paragraph 6 below.
2. EGM
   The Directors are convening the EGM to seek Shareholders' approval for the Proposed Distribution and the Proposed Change of Name.

The Proposed Distribution is subject to various conditions, including but not limited to the approval of Shareholders by way of an ordinary resolution, as set out in paragraph 4.4 below.

The Proposed Change of Name is also subject to the approval of Shareholders by way of a special resolution, as set out in paragraph 6.2 below.

The purpose of this Circular is to provide Shareholders with relevant information relating to the Proposed Distribution and the Proposed Change of Name, including the rationale and the pro forma financial effects of the Proposed Distribution on the KCL Group and the rationale of the Proposed Change of Name, and to seek Shareholders' approval for the Proposed Distribution and the Proposed Change of Name at the EGM.

The Notice of EGM is set out in the Appendix to this Circular.

1.4 Legal Adviser

Allen & Gledhill LLP is the legal adviser to the Company in relation to the Proposed Distribution and the Proposed Change of Name.

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