Wheelock Properties Singapore : Offer Document

Voluntary Unconditional General Offer

By

DBS BANK LTD.

(Company Registration No. 196800306E) (Incorporated in the Republic of Singapore)

for and on behalf of

STAR ATTRACTION LIMITED

(Company Registration No. 150267) (Incorporated in the British Virgin Islands)

To acquire all the issued and paid-up ordinary shares in the share capital of

WHEELOCK PROPERTIES (SINGAPORE) LIMITED

(Company Registration No. 197201797H) (Incorporated in the Republic of Singapore)

other than those shares already owned or agreed to be acquired by the Offeror as at the date of the Offer

OFFER DOCUMENT DATED

10 AUGUST 2018

THIS CIRCULAR IS IMPORTANT AND

REQUIRES YOUR IMMEDIATE

ATTENTION. PLEASE READ IT CAREFULLY.

ACCEPTANCES SHOULD BE RECEIVED BY THE CLOSE OF THE OFFER AT5.30 P.M. (SINGAPORE TIME) ON 7 SEPTEMBER 2018, OR SUCH LATER DATE(S) AS MAY BE ANNOUNCED FROM TIME TO TIME BY OR ON BEHALF OF THE OFFEROR.

If you are in any doubt about this Offer (as defined herein) or the action you should take, you should consult your stockbroker, bank manager, solicitor or other professional adviser immediately.DBS Bank Ltd. ("DBS Bank") is acting for and on behalf of Star Attraction Limited (the "Offeror") and does not purport to advise the shareholders ("Shareholders") of Wheelock Properties (Singapore) Limited (the "Company"). In preparing its letter to Shareholders on behalf of the Offeror, DBS Bank has not had regard to the general or specific investment objectives, tax position, risk profiles, financial situation or particular needs and constraints of any Shareholder.

The contents of this Offer Document have not been reviewed by any regulatory authority in any jurisdiction. You are advised to exercise caution in relation to the Offer. If you are in any doubt about any of the contents of this Offer Document, you should obtain independent professional advice.

The views of the Independent Directors (as defined herein) and the independent financial adviser to the Independent Directors on the Offer will be made available to you by the Company in due course. You may wish to consider their views before taking any action in relation to the Offer.

If you have sold or transferred all of your issued and paid-up ordinary shares in the capital of the Company (the "Shares") which are not deposited with The Central Depository (Pte) Limited ("CDP"), you should immediately hand this Offer Document and the accompanying Form of Acceptance and Transfer for Offer Shares ("FAT") to the purchaser or the transferee or to the bank, stockbroker or agent through whom you effected the sale or the transfer, for onward transmission to the purchaser or the transferee. If you have sold or transferred all your Shares held through CDP, you need not forward this Offer Document and the accompanying Form of Acceptance and Authorisation for Offer Shares ("FAA") to the purchaser or the transferee as arrangements will be made by CDP for a separate Offer Document and FAA to be sent to the purchaser or the transferee.

The Singapore Exchange Securities Trading Limited (the "SGX-ST") assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Offer Document.

Tell me more about the Offer

The offer is a voluntary unconditional general offer (the "Offer") by Star Attraction Limited (the "Offeror") for all the issued and paid-up ordinary shares (the "Shares") in the share capital of Wheelock Properties (Singapore) Limited (the "Company"), other than those Shares already owned or agreed to be acquired by the Offeror as at the date of the Offer (the "Offer Shares").

2

Tell me more about Star Attraction Limited

The Offeror is a wholly-owned indirect subsidiary of Wheelock and Company Limited, a company incorporated in Hong Kong and listed on The Stock Exchange of Hong Kong Limited.

As at the Latest Practicable Date, the Offeror holds approximately76.21%of the total number of issued Shares.

3

What do I get for my Shares in Wheelock Properties?

Offer Price:S$2.10in cash for each Offer Share

An illustration of the consideration to be received by a Shareholder who accepts the Offer:

1,000

Shares

S$2,100

in cash

10,000

Shares

S$21,000

in cash

50,000

Shares

S$105,000

in cash

i

Are there any conditions to the Offer?

The Offer is unconditional in all respects.

If you accept the Offer, youwill be paid within 7 business daysof the date of receipt by the Offeror of your valid acceptance.

5

What are the Offeror's intentions?

 In the event that,inter alia, the Free Float Requirement is not satisfied, the Offeror intends to delist the Company from the Official List of the SGX-ST.

 The Offeror will also, if and when entitled, exercise any rights of compulsory acquisition that may arise under Section 215(1) of the Companies Act.

ii

How does the Offer Price compare to historical prices?

• The Offer Price is at an attractive premium to the historical share prices in the last 12 months preceding the Offer Announcement Date(1)

  Offer Price: S$2.10

  (3)

  (3)

  (3)

  (3)

  Last Traded Price

  1-month VWAP

  3-month VWAP

  6-month VWAP

  12-month VWAP

  (2)

  as at 13 July 2018

• The Offer Price is attractive even when compared to historical share prices dating back 10 years(1)

Offer Price: S$2.10

2.00

1.50

1.00

0.50

Closing Share Price

- 13/07/2008

13/07/2010

13/07/2012

13/07/2014

13/07/2016

13/07/2018

• (1) Based on data extracted from Bloomberg L.P., rounded to the nearest two decimal places

• (2) 13 July 2018, being the last Market Day on which the Shares were transacted prior to the Offer Announcement Date (the "Last Trading Day")

• (3) VWAP: Volume Weighted Average Price up to and including the Last Trading Day

iii

How does the Offer Price compare to historical Price-to-NAV multiples?

 The Company's Price-to-NAV multiple implied by the Offer Price exceeds its historical averages(1) (2)

Exceeds historical average Price-to-NAV trading multiples



The Company's Ex-Cash Price-to-NAV multiple implied by the Offer Price exceeds its historical averages(1) (2)

• (1) Based on data extracted from Bloomberg L.P. and the Company's quarterly reports from the second quarter ended 30 June 2008 to the first quarter ended 31 March 2018

• (2) Please refer to Paragraph 5.1(c) of the Offer Document for more details on how these multiples were arrived

iv