Rights::Voluntary

STAMFORD LAND CORPORATION LTD

(Company Registration No.: 197701615H)

(Incorporated in Singapore)

PROPOSED RENOUNCEABLE NON-UNDERWRITTEN RIGHTS ISSUE

1. INTRODUCTION

1.1. The board of directors (the "Board" or "Directors") of Stamford Land Corporation Ltd (the "Company" and together with its subsidiaries, the "Group") wishes to announce the proposed renounceable non-underwritten rights issue (the "Rights Issue") of 703,735,904 new ordinary shares in the capital of the Company (the "Rights Shares") on the basis of nine (9) Rights Shares for every ten (10) existing ordinary shares in the capital of the Company ("Share") held by Entitled

Shareholders (as defined in paragraph 3.1 below) as at the Record Date (as defined in paragraph 3.2 below), fractional entitlements to be disregarded. In this regard, all of the persons named in paragraph 4.2 below (the "Undertaking Shareholders") have each given an irrevocable undertaking (collectively, the "Irrevocable Undertakings") to (i) subscribe and pay, in full for their pro rata entitlements of Rights Shares, being an aggregate of 323,190,990 Rights Shares (the "Undertaken Rights Shares"), representing forty-five point nine per cent. (45.9%) of the Rights Shares; and (ii) subject to him/her/it not being placed in a position of incurring a mandatory general offer obligation under the Singapore Code on Take-overs and Mergers (the "Code"), within such time and date to be informed by the Company to him/her/it (to the extent permitted by the Singapore Exchange Securities Trading Limited (the "SGX-ST"), The Central Depository

(Pte) Limited ("CDP") or any relevant authority), in accordance with the terms of the Rights Issue, make excess application(s) and payment(s) for one hundred per cent. (100%) of the balance of the Rights Shares which are not subscribed or applied for by Shareholders other than himself/herself/itself at the closing date of the Rights Issue after satisfying all valid applications and excess applications (if any) for the Rights Shares. The principal terms of the Rights Issue are set out below:

Principal	Terms of the	Description
Rights Issue
Issue Price		: The issue price of each Rights Share (the "Issue Price")
		will be S$0.34, payable in full upon acceptance and/or
		application.
Discount	(specifying	: The Issue Price represents:
benchmarks and periods)
		(i)	a discount of approximately twenty-nine point two
			(29.2%) to the closing price of S$0.48 per Share on
			the Main Board of the SGX-ST on 6 December 2021,
			being the last trading day ("Last Trading Day") on
			which trades were done on the Shares prior to this
			announcement (the "Last Traded Price"); and
		(ii)	a discount of approximately thirteen point eight per
			cent. (13.8%) to the theoretical ex-rights price of
			S$0.411 per Share as calculated based on the Last
			Traded Price.

1 Such theoretical ex-rights price is the theoretical market price of each Share assuming the completion of the Rights Issue, and is calculated based on the Last Traded Price of the Shares on the Main Board of the SGX-ST of S$0.48 on the Last Trading Day, and the number of Shares following the completion of the Rights Issue.

	The Issue Price and the discounts have been determined
	after taking into account precedent transactions, the
	transaction size and discussions with the Lead Manager
	(defined below).
Allotment Ratio	: The Rights Issue will be made on a renounceable basis to
	Entitled Shareholders on the basis of nine (9) Rights
	Shares for every ten (10) existing Shares held by Entitled
	Shareholders as at the Record Date, fractional entitlements
	to be disregarded.
Use of Proceeds	: The estimated net proceeds from the Rights Issue will
	amount to approximately S$238.9 million (after deducting
	estimated expenses of approximately S$0.4 million to be
	incurred in connection with the Rights Issue).
	The Company intends to utilise the net proceeds for (i) the
	potential development of properties in Australia or
	Singapore or re-development of existing properties in
	Australia (including but not limited to Stamford Plaza
	Brisbane and Sir Stamford at Circular Quay), (ii) asset
	enhancement of Stamford Grand Adelaide and/or Stamford
	Plaza Melbourne, and (iii) other opportunistic real estate
	acquisitions that may be expected within the next twenty-
	four (24) months.
	Please refer to paragraph 2 below for further details.
Purpose of Rights Issue	: Please refer to paragraph 2 below for further details.
Number of Rights Shares to	: Based on the issued share capital of the Company as at the
be Issued	date of this announcement of 781,928,782 Shares
	(excluding treasury shares and subsidiary holdings) (the
	"Existing Issued Share Capital"), the Company will allot
	and issue 703,735,904 Rights Shares under the Rights
	Issue.
	There are 1,033,600 treasury shares as at the date of this
	announcement.
	The Company does not have any other outstanding
	convertible securities and subsidiary holdings as at the date
	of this announcement.
Status of the Rights Shares	: The Rights Shares will, upon allotment and issue, rank pari
	passu in all respects with the then existing Shares, except
	that they will not rank for any dividends, rights, allotments
	or other distributions the record date for which falls before
	the date of allotment and issue of the Rights Shares.
Previous Equity Fund Raising	: The Company has not undertaken any equity fund raising
	in the past twelve (12) months prior to the date of this
	announcement.

1. The Company will be making an application to the SGX-ST in respect of the Rights Issue following this announcement.
2. The Rights Issue will be undertaken pursuant to the authority under the general mandate that was granted by the shareholders of the Company (the "Shareholders") pursuant to an ordinary resolution passed at the annual general meeting of the Company held on 28 July 2021 (the

"General Mandate") to issue, among others, new Shares (whether by way of rights, bonus or otherwise) of not more than one hundred per cent. (100%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings), of which the aggregate number of Shares to be issued other than on a pro rata basis to Shareholders shall not exceed twenty per cent. (20%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings) as at the date the General Mandate was approved. As at the date of this announcement, the Company has not issued any new Shares pursuant to the General Mandate.

1. To demonstrate their commitment and vote of confidence in the Company and the Rights Issue, the Undertaking Shareholders have each given an Irrevocable Undertaking to (i) subscribe and pay in full for the Undertaken Rights Shares; and (ii) subject to him/her/it not being placed in a position of incurring a mandatory general offer obligation under the Code, within such time and date to be informed by the Company to him/her/it (to the extent permitted by the SGX-ST, the CDP or any relevant authority), in accordance with the terms of the Rights Issue, make excess application(s) and payment(s) for one hundred per cent. (100%) of the balance of the Rights Shares which are not subscribed or applied for by Shareholders other than himself/herself/itself at the closing date of the Rights Issue after satisfying all valid applications and excess applications (if any) for the Rights Shares. Details of the Irrevocable Undertakings are set out in paragraph 4 below.
2. The Company has appointed United Overseas Bank Limited as the lead manager for the Rights
   Issue (the "Lead Manager") to manage the Rights Issue on its behalf. For the avoidance of doubt, the Rights Issue will not be underwritten by the Lead Manager.
3. In view of the Irrevocable Undertakings and so as not to incur any underwriting fees, the Company has decided to proceed with the Rights Issue on a non-underwritten basis.
4. Based on the Existing Issued Share Capital:
5. 1. assuming that the Rights Issue is fully subscribed, 703,735,904 Rights Shares will be allotted and issued pursuant to the Rights Issue (the "Maximum Subscription Scenario"); and
   2. assuming that (i) none of the other Entitled Shareholders (other than the Undertaking Shareholders) or purchasers of the "nil-paid" rights during the "nil-paid" rights trading period subscribe and pay for any Rights Shares; and (ii) only the Undertaking Shareholders subscribe and pay, in full, for the Undertaken Rights Shares in accordance with the Irrevocable Undertakings, 703,735,904 Rights Shares will be issued pursuant to the Rights
      Issue (the "Minimum Subscription Scenario").
6. On the basis that the Irrevocable Undertakings are fulfilled by the Undertaking Shareholders, the net proceeds from the Minimum Subscription Scenario will be sufficient to meet the Company's present funding requirements.

2. RATIONALE FOR THE RIGHTS ISSUE AND USE OF PROCEEDS

1. The Company intends to utilise the net proceeds for (i) the potential development of properties in Australia or Singapore or re-development of existing properties in Australia (including but not limited to Stamford Plaza Brisbane and Sir Stamford at Circular Quay), (ii) asset enhancement of Stamford Grand Adelaide and/or Stamford Plaza Melbourne, and (iii) other opportunistic real estate acquisitions that may be expected within the next twenty-four (24) months.
2. Value proposition for Shareholders and Use of Proceeds
   The Rights Issue will provide all Shareholders with the opportunity to participate in the growth and expansion of the Group's business from its strategic initiative as mentioned above and also

to maintain their pro rata equity interests in the Company by accepting their pro rata entitlements to the Rights Issue as well as applying for excess Rights Shares at the Issue Price of S$0.34 which is at a discount of approximately:

1. twenty-ninepoint two per cent. (29.2%) to the Last Traded Price; and
2. thirteen point eight per cent. (13.8%) to the theoretical ex-rights price of S$0.412 per Share as calculated based on the Last Traded Price.

The Undertaking Shareholders have each undertaken to (i) subscribe and pay, in full for the Undertaken Rights Shares, amounting to forty-five point nine per cent. (45.9%) in aggregate of the Rights Issue; and (ii) subject to him/her/it not being placed in a position of incurring a mandatory general offer obligation under the Code, within such time and date to be informed by the Company to him/her/it (to the extent permitted by the SGX-ST, the CDP or any relevant authority), in accordance with the terms of the Rights Issue, make excess application(s) and payment(s) for one hundred per cent. (100%) of the balance of the Rights Shares which are not subscribed or applied for by Shareholders other than himself/herself/itself at the closing date of the Rights Issue after satisfying all valid applications and excess applications (if any) for the Rights Shares. This reflects the Undertaking Shareholders' confidence in the future plans and growth prospects of the Group. The Rights Issue is renounceable and Shareholders can trade their nil-paid Rights (as defined in paragraph 3.2 below) should they not wish to accept their Rights Shares.

2.3. The net proceeds from the Rights Issue (after deducting estimated expenses of approximately S$0.4 million to be incurred in connection with the Rights Issue) will amount to approximately S$238.9 million. The Company intends to utilise the net proceeds for the following purposes:

Purpose

1. Potential development of properties in Australia or Singapore or re-development of properties in Australia (including but not limited to Stamford Plaza Brisbane and Sir Stamford at Circular Quay)
2. Asset enhancement of Stamford Grand Adelaide and/or Stamford Plaza Melbourne
3. Other opportunistic real estate acquisitions

Total

Percentage of Net Proceeds

30%

30%

40%

100%

1. Pending the deployment of the net proceeds from the Rights Issue, such net proceeds may be deposited with banks and/or financial institutions and/or invested in short-term money markets and/or debt instruments, repayment of short-term debts or used for other purposes on a short- term basis as the Directors may deem appropriate in the interests of the Group.
2. The Company will make periodic announcements via SGXNET on the utilisation of the net proceeds from the Rights Issue, as and when the funds from the Rights Issue are materially disbursed, including whether such use is in accordance with the stated use and in accordance with the percentage allocated. The Company will also provide a status report on the use of the net proceeds from the Rights Issue in the Company's annual report, in accordance with the
   Listing Manual of the SGX-ST (the "Listing Manual"). Where proceeds are to be used for working capital purposes, the Company will disclose a breakdown with specific details on the use of net proceeds for working capital in its announcement and the annual report. Where there is any

2 Such theoretical ex-rights price is the theoretical market price of each Share assuming the completion of the Rights Issue, and is calculated based on the Last Traded Price of the Shares on the Main Board of the SGX-ST of S$0.48 on the Last Trading Day, and the number of Shares following the completion of the Rights Issue.

material deviation from the stated use of the net proceeds, the Company will announce the reasons for such deviation.

2.6. The foregoing represents the Company's best estimate of its allocation of the net proceeds based on its current plans and estimates regarding its anticipated expenditures. Actual expenditures may vary from these estimates and the Company may find it necessary or advisable to re-allocate the net proceeds within the categories described above or to use portions of the net proceeds for other purposes. In the event that the Company decides to reallocate the net proceeds or use portions for other purposes, the Company will make an announcement of its intention to do so.

3. ELIGIBILITY OF SHAREHOLDERS TO PARTICIPATE IN THE RIGHTS ISSUE

1. The Company proposes to provisionally allot by way of Rights to all Shareholders who are eligible to participate in the Rights Issue ("Entitled Shareholders"), which comprise Entitled Depositors and Entitled Scripholders, on the basis of their shareholdings as at the Record Date.
2. "Entitled Depositors" are Shareholders with Shares standing to the credit of their securities accounts with CDP as at the time and date at and on which the Register of Members and the Share Transfer Books of the Company will be closed to determine the provisional allotments of
   Rights Shares ("Rights") of Entitled Shareholders under the Rights Issue (the "Record Date") and (i) whose registered addresses with CDP are in Singapore as at the Record Date, or (ii) who have, at least three (3) market days prior to the Record Date, provided CDP with addresses in Singapore for the service of notices and documents.
3. "Entitled Scripholders" are Shareholders whose share certificates have not been deposited with
   CDP as well as transferees who have tendered to the Company's Share Registrar, M & C Services Private Limited (the "Share Registrar"), registrable transfers of their Shares and the certificates relating thereto for registration up to the Record Date and (i) whose registered addresses with the Company are in Singapore as at the Record Date, or (ii) who have, at least three (3) market days prior to the Record Date, provided the Share Registrar with addresses in Singapore for the service of notices and documents.
4. Entitled Shareholders will be provisionally allotted Rights Shares under the Rights Issue on the basis of their shareholdings in the Company as at the Record Date. Entitlements to subscribe for the Rights Shares will be renounceable and are expected to be traded on the Main Board of the SGX-ST over a period to be determined by the Directors in compliance with the rules of the Listing Manual. Entitled Shareholders will be at liberty to accept (in full or in part), decline, renounce or (in the case of Entitled Depositors only) trade on the SGX-ST (during the Rights trading period prescribed by the SGX-ST) their Rights and will be eligible to apply for additional Rights Shares in excess of their provisional allotments under the Rights Issue.
5. Fractional entitlements to the Rights Shares will be disregarded in arriving at Entitled
   Shareholders' entitlements and will, together with such Rights Shares that are not validly taken up by Entitled Shareholders or their respective renouncee(s) or purchaser(s) of the Rights traded on the SGX-ST through the book-entry (scripless) settlement system, any unsold Rights of Foreign Shareholders (as defined in paragraph 3.6 below) and any Rights Shares that are not otherwise allotted for whatever reason, be aggregated and used to satisfy excess Rights Shares applications (if any), or disposed of or otherwise dealt with in such manner as the Directors may, in their absolute discretion, deem fit for the benefit of the Company.
6. For practical reasons and in order to avoid any violation of the securities legislation applicable in jurisdictions other than Singapore, the Rights Issue will not be offered to Shareholders with registered addresses outside Singapore as at the Record Date and who have not, at least three
   (3) market days prior thereto, provided the Share Registrar or CDP, as the case may be, with addresses in Singapore for the service of notices and documents ("Foreign Shareholders"), and the Offer Information Statement (as defined in paragraph 7.2 below) and its accompanying