Share Buy Back - Share Purchase Mandate::Proposed Renewal of the Share Buy-Back Mandate

STAMFORD LAND CORPORATION LTD

(Company Registration No.: 197701615H) (Incorporated in Singapore on 25 July 1977)

Directors:	Registered Office:
Mr Ow Chio Kiat (Executive Chairman)	200 Cantonment Road
Mr Ow Yew Heng (Chief Executive Officer)	#09-01
Mr Mark Anthony James Vaile (Independent Non-Executive Director)	Southpoint
Mr Lim Teck Chai, Danny (Independent Non-Executive Director)	Singapore 089763
Mr Huong Wei Beng (Independent Non-Executive Director)
Date: 13 July 2021
To: The Shareholders of Stamford Land Corporation Ltd

Dear Sir/Madam

ADDENDUM RELATING TO THE PROPOSED RENEWAL OF THE SHARE BUY-BACK MANDATE

("ADDENDUM")

1 INTRODUCTION

1. Stamford Land Corporation Ltd ("Company") has on 13 July 2021 issued a notice ("Notice of AGM") convening the annual general meeting ("AGM") of the shareholders of the Company ("Shareholders") to be held on Wednesday, 28 July 2021 ("2021 AGM") to seek Shareholders' approval in relation to Ordinary Resolution 10 for the proposed renewal of the general and unconditional mandate ("Share Buy-BackMandate") to be given by Shareholders to authorise the directors of the Company ("Directors") to exercise all powers of the Company to purchase or otherwise acquire issued ordinary shares in the Company ("Shares") representing not more than ten per cent. (10%) of the total number of Shares (excluding treasury shares and subsidiary holdings) by way of an ordinary resolution.
2. The purpose of this Addendum is to provide information relating to and to explain the rationale for the above proposal and to seek Shareholders' approval for the same at the 2021 AGM.
3. The Singapore Exchange Securities Trading Limited ("SGX-ST") assumes no responsibility for the correctness of any of the statements made or opinions expressed in this Addendum. If a Shareholder is in any doubt as to the action he should take, he should consult his stockbroker, bank manager, solicitor, accountant or other professional adviser immediately.

2 PROPOSED RENEWAL OF SHARE BUY-BACK MANDATE

2.1 Background

The Companies Act (Chapter 50) of Singapore ("Companies Act") allows a Singapore- incorporated company to purchase or otherwise acquire its issued ordinary shares, stocks and

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preference shares if the purchase or acquisition is permitted under the company's constitution. Any purchase or acquisition of Shares by the Company must be made in accordance with, and in the manner prescribed by, the Companies Act, the constitution of the Company for the time being ("Constitution") and such other laws and regulations as may, for the time being, be applicable. As the Company is listed on the Mainboard of the SGX-ST, it is also required to comply with Part XIII of Chapter 8 of the listing manual of the SGX-ST ("Listing Manual"), which relates to the purchase or acquisition by an issuer of its own shares. Regulation 10B of the Constitution expressly permits the Company to purchase or otherwise acquire its issued Shares.

It is a requirement under the Companies Act and the Listing Manual for a company that wishes to purchase or otherwise acquire its own shares to obtain the approval of its shareholders.

The Share Buy-Back Mandate was originally approved by the Shareholders at the extraordinary general meeting ("EGM") of the Company on 27 July 2018 and Shareholders had approved the renewal of the Share Buy-Back Mandate at the previous AGMs held on 26 July 2019 and 28 July 2020. The Share Buy-Back Mandate renewed on 28 July 2020 will expire on the date of the 2021 AGM. Accordingly, approval is being sought from Shareholders at the 2021 AGM for the proposed renewal of the Share Buy-Back Mandate. An ordinary resolution will be proposed, pursuant to which the Share Buy-Back Mandate will be given to the Directors to exercise all powers of the Company to purchase or otherwise acquire Shares according to the terms of the Share Buy-Back Mandate, as well as the rules and regulations set forth in the Companies Act and the Listing Manual.

If approved by Shareholders at the 2021 AGM, the authority conferred by the Share Buy-Back Mandate will take effect from the date of the 2021 AGM and continue in force until the date on which the next AGM of the Company is held or is required by law to be held, whichever is earlier, unless prior thereto, Share Buy-Backs (as defined at Paragraph 2.3 of this Addendum) have been carried out to the full extent mandated, or the authority conferred by the Share Buy- Back Mandate is revoked or varied by Shareholders in a general meeting.

2.2 Rationale for the Share Buy-Back Mandate

The Share Buy-Back Mandate authorising the Company to purchase or acquire its issued Shares would give the Company the flexibility to undertake purchases or acquisitions of Shares up to the ten per cent. (10%) limit described in Paragraph 2.3.1 of this Addendum at any time as and when appropriate, subject to market conditions, during the period when the Share Buy- Back Mandate is in force.

The rationale for the Company to undertake the purchase or acquisition of its Shares is as follows:

1. in managing the business of the Company and its subsidiaries (as at the Latest Practicable Date (as defined at Paragraph 2.3.1 of this Addendum)) ("Group"), the management team strives to improve shareholders value, including the return on equity of the Group. Share purchase is one of the ways through which the return on equity of the Group may be enhanced;

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1. the Share Buy-Back Mandate provides the Company with an additional mechanism to facilitate the return of surplus cash over and above its ordinary capital requirements in an expedient and cost-efficient manner; and
2. it allows the Directors to exercise greater control over the Company's share capital structure, dividend payout and cash reserves, thereby optimising the use of any surplus cash, especially when the Company is not required to borrow money for the repurchase of Shares.

Shares which are purchased or acquired may be held as treasury shares which have the added benefit of being used for prescribed purposes, such as selling treasury shares for cash. The use of treasury shares in lieu of issuing new Shares would also mitigate the dilution impact on existing Shareholders.

While the Share Buy-Back Mandate would authorise a purchase or acquisition of Shares up to the said ten per cent. (10%) limit during the period referred to in Paragraph 2.3.2 of this Addendum below, Shareholders should note that purchases or acquisitions of Shares pursuant to the Share Buy-Back Mandate may not be carried out to the full ten per cent. (10%) limit as authorised and the purchases or acquisitions of Shares pursuant to the Share Buy-Back Mandate will be made only as and when the Directors consider it to be in the best interests of the Company and/or Shareholders and in circumstances which they believe will not result in any material adverse effect on the financial position of the Company or the Group, or affect the listing status of the Company on the SGX- ST.

2.3 Authority and limits on the Share Buy-Back Mandate

The authority and limitations placed on purchases or acquisitions of Shares by the Company under the Share Buy-Back Mandate ("Share Buy-Backs") are summarised below:

2.3.1. Maximum number of Shares

Only Shares which are issued and fully paid-up may be purchased or acquired by the Company. In accordance with Rule 882 of the Listing Manual, the total number of Shares which may be purchased or acquired pursuant to the Share Buy-Back Mandate shall not exceed ten per cent. (10%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings) in each class as at the date of the 2021 AGM at which approval for the proposed renewal of the Share Buy-Back Mandate is being sought ("Approval Date"). Under the Companies Act, any Shares which are held as treasury shares or as subsidiary holdings will be disregarded for the purpose of computing the ten per cent. (10%) limit. As at 6 July 2021, being the latest practicable date prior to the printing of this Addendum ("Latest Practicable Date"), the Company had 1,033,600 treasury shares and no subsidiary holdings, and the Shares, being the issued ordinary shares in the Company, were the only class of shares issued by the Company.

For illustrative purposes only, on the basis of 781,928,782 issued Shares (excluding treasury shares and subsidiary holdings) as at the Latest Practicable Date and assuming no further Shares are issued on or prior to the 2021 AGM and that the Company does not reduce its share capital, not more than 78,192,878 Shares (representing ten per cent. (10%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings) as at that date)

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may be purchased or acquired by the Company pursuant to the proposed Share Buy-Back Mandate during the period when the Share Buy-Back Mandate is in force as referred to in Paragraph 2.3.2 of this Addendum below.

2.3.2. Duration of authority

1. Share Buy-Backs may be made, at any time and from time to time, on and from the Approval Date, up to:

2. the date on which the next AGM of the Company is held or required by law to be held, whichever is earlier;
3. the date on which the authority conferred by the Share Buy-Back Mandate is revoked or varied by Shareholders in a general meeting; or
4. the date on which the Share Buy-Backs are carried out to the full extent mandated, whichever is the earliest.

The authority conferred on the Directors by the Share Buy-Back Mandate to purchase Shares may be renewed at the next AGM of the Company or at an EGM of the Company to be convened immediately after the conclusion or adjournment of the next AGM.

2.3.3. Manner of Share Buy-Backs

Share Buy-Backs may be made by way of:

1. On-marketpurchases of Shares transacted on the SGX-ST through the SGX-ST trading system or, as the case may be, any other securities exchange on which the Shares may, for the time being, be listed and quoted ("Market Purchases"), through one (1) or more duly licensed stock brokers appointed by the Company for such purpose; and/or
2. Off-marketpurchases of Shares (if effected otherwise than on the SGX-ST) in accordance with an equal access scheme(s) as defined in Section 76C of the Companies Act, which scheme(s) shall satisfy all the conditions prescribed by the Companies Act and the Listing Manual ("Off-MarketPurchases").

The Directors may impose such terms and conditions which are not inconsistent with the Share Buy-Back Mandate, the Listing Manual, the Companies Act and the Constitution, as they consider fit in the interests of the Company in connection with or in relation to any equal access scheme(s). An Off-Market Purchase effected in accordance with an equal access scheme must, however, satisfy all the following conditions pursuant to the Companies Act:

1. offers under the scheme are to be made to every person who holds Shares to purchase or acquire the same percentage of their Shares;
2. all of those persons shall be given a reasonable opportunity to accept the offers made to them; and

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1. the terms of all the offers shall be the same, except that there shall be disregarded:
2. 1. differences in consideration attributable to the fact that the offers relate to Shares with different accrued dividend entitlements;
   2. differences in consideration attributable to the fact that the offers relate to Shares with different amounts remaining unpaid (if applicable); and
   3. differences in the offers introduced solely to ensure that each person is left with a whole number of Shares.

Pursuant to the Listing Manual, if the Company wishes to make an Off-Market Purchase in accordance with an equal access scheme, it will have to issue an offer document to all Shareholders containing at least the following information:

1. the terms and conditions of the offer;
2. the period and procedures for acceptances;
3. the reasons for the proposed Share Buy-Back;
4. the consequences, if any, of Share Buy-Backs by the Company that will arise under The Singapore Code on Take-overs and Mergers ("Code") or other applicable take- over rules;
5. whether the Share Buy-Back, if made, could affect the listing of the Shares on the Mainboard of the SGX-ST;
6. details of any Share Buy-Backs made by the Company in the previous 12 months (whether Market Purchases or Off-Market Purchases), giving the total number of Shares purchased, the purchase price per Share or the highest and lowest prices paid for such Share Buy-Backs, where relevant, and the total consideration paid for such Share Buy-Backs; and
7. whether the Shares purchased by the Company will be cancelled or kept as treasury shares.

2.3.4. Maximum purchase price

The purchase price (excluding brokerage, commissions, stamp duties, applicable goods and services tax and other related expenses) to be paid for a Share will be determined by the Directors. However, the purchase price to be paid for the Shares pursuant to the Share Buy- Back must not exceed:

1. in the case of a Market Purchase, 105% of the Average Closing Price; and
2. in the case of an Off-Market Purchase pursuant to an equal access scheme, 120% of the Average Closing Price,

in each case, excluding related expenses of the Share Buy-Back ("Maximum Price").

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