hyflux ltdinvestors.hyflux.com/misc/hyflux_proposed_pref_share_mandate.pdf · circular dated 9...

CIRCULAR DATED 9 MARCH 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

This Circular is issued by Hyflux Ltd (the “Company”). If you are in any doubt about its contents or theaction you should take, you should consult your stockbroker, bank manager, solicitor, accountant, taxadviser or other professional adviser immediately.

If you have sold or transferred all your ordinary shares in the capital of the Company, you shouldimmediately forward this Circular together with the Notice of Extraordinary General Meeting and theattached Proxy Form to the purchaser or transferee or to the bank, stockbroker or other agent throughwhom the sale or transfer was effected, for onward transmission to the purchaser or transferee.

The Singapore Exchange Securities Trading Limited assumes no responsibility for the correctness of anyof the statements made, opinions expressed or reports contained in this Circular.

HYFLUX LTD(Incorporated in the Republic of Singapore)

(Company Registration Number: 200002722Z)

CIRCULAR TO SHAREHOLDERS

in relation to:

(1) THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OFTHE COMPANY; AND

(2) THE PROPOSED PREFERENCE SHARE ISSUE MANDATE.

IMPORTANT DATES AND TIMES

Last date and time for lodgement of Proxy Form : 29 March 2011 at 2.00 p.m.

Date and time of Extraordinary General Meeting : 31 March 2011 at 2.00 p.m.

Venue of Extraordinary General Meeting : 202 Kallang BahruHyflux BuildingSingapore 339339

Page

DEFINITIONS ...................................................................................................................................... 3

LETTER TO SHAREHOLDERS

1. INTRODUCTION........................................................................................................................ 6

2. THE PROPOSED AMENDMENTS TO THE ARTICLES............................................................ 6

3. THE PROPOSED PREFERENCE SHARE ISSUE MANDATE.................................................. 7

4. INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS .................................. 10

5. DIRECTORS’ RECOMMENDATIONS........................................................................................ 10

6. NOTICE OF EXTRAORDINARY GENERAL MEETING ............................................................ 10

7. ACTION TO BE TAKEN BY SHAREHOLDERS ........................................................................ 10

8. DIRECTORS’ RESPONSIBILITY STATEMENT ........................................................................ 11

9. INSPECTION OF DOCUMENTS .............................................................................................. 11

APPENDIX .......................................................................................................................................... 12

NOTICE OF EXTRAORDINARY GENERAL MEETING...................................................................... 40

PROXY FORM

CONTENTS

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DEFINITIONS

In this Circular the following definitions apply throughout except where the context otherwise requires or itis otherwise stated:

“Act” : The Companies Act (Chapter 50) of Singapore, as amended,modified or supplemented from time to time.

“AGM” : Annual General Meeting of the Company.

“Articles” : The articles of association of the Company.

“Board” : The Directors (or an authorised committee thereof).

“CDP” : The Central Depository (Pte) Limited.

“Circular” : This circular to the Shareholders dated 9 March 2011.

“Class A Cumulative : The registered holders of Class A Cumulative Preference Shares at Preference Shareholders” the relevant time, except that for so long as the Class A Cumulative

Preference Shares are listed on the SGX-ST, the term “Class ACumulative Preference Shareholders” shall:

(i) exclude CDP (unless where otherwise expressly provided inthe Articles or where the term “registered holder” is used in theArticles); and

(ii) where the context so requires, be deemed to includereferences to Depositors whose names are entered in theDepository Register with respect to the Class A CumulativePreference Shares.

“Class A Cumulative : The cumulative non-convertible non-voting perpetual Class A Preference Shares” preference shares in the capital of the Company, the terms of which

are set out in the proposed new Article 8(C).

“Class B Non-Cumulative : The registered holders of Class B Non-Cumulative Preference SharesPreference Shareholders” at the relevant time, except that for so long as the Class B Non-

Cumulative Preference Shares are listed on the SGX-ST, the term“Class B Non-Cumulative Preference Shareholders” shall:

(i) exclude CDP (unless where otherwise expressly provided inthe Articles or where the term “registered holder” is used in theArticles); and

(ii) where the context so requires, be deemed to includereferences to Depositors whose names are entered in theDepository Register with respect to the Class B Non-Cumulative Preference Shares.

“Class B Non-Cumulative : The non-cumulative non-convertible non-voting perpetual Class B Preference Shares” preference shares in the capital of the Company, the terms of which

are set out in the proposed new Article 8(E).

“Company” : Hyflux Ltd.

“Director” : A director of the Company for the time being.

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DEFINITIONS

“Dividend” : The preferential cash dividend with respect to the Preference Sharesas described in the Articles to be amended as set out in Section 2 ofthis Circular.

“Dividend Date” : Such two dates in each year as determined by the Board on whichDividends shall be payable semi-annually, when, as and if declared bythe Board, and, where any such date is not a market day, means themarket day immediately following such date.

“Dividend Period” : The period from (and including) the date of issue of the PreferenceShares to (but excluding) the first Dividend Date, and eachsuccessive period thereafter from (and including) a Dividend Date to(but excluding) the next succeeding Dividend Date.

“EGM” : The extraordinary general meeting of the Company to be convened inrespect of the proposed amendments to the Articles and theproposed Preference Share Issue Mandate, notice of which is givenon pages 40 to 41 of this Circular.

“FY” : The financial year ended 31 December.

“Group” : The Company, its subsidiaries, associated companies and jointventures.

“Liquidation Preference” : Such amount for each Class A Cumulative Preference Share or ClassB Non-Cumulative Preference Share (as the case may be) to beprescribed by the Board prior to the allotment and issuance of theClass A Cumulative Preference Share or Class B Non-CumulativePreference Share (as the case may be).

“market day” : A day on which the SGX-ST is open for trading in securities.

“Notice of EGM” : The notice of the EGM as set out on pages 40 to 41 of this Circular.

“Preference Share Issue : The proposed general mandate to issue new Preference Mandate” Shares in the capital of the Company, details of which are set out in

Section 3 of this Circular.

“Preference Shares” : The Class A Cumulative Preference Shares and/or the Class B Non-Cumulative Preference Shares.

“Securities Account” : A securities account maintained by a Depositor with CDP but notincluding a securities sub-account maintained with a DepositoryAgent.

“SGX-ST” : Singapore Exchange Securities Trading Limited.

“Shareholders” : The registered holders of Shares, except that where the registeredholder is CDP, in which case the term “Shareholders” shall, inrelation to those Shares, mean the Depositors whose SecuritiesAccounts are credited with the Shares.

“Shares” : Ordinary shares in the capital of the Company.

“Substantial Shareholder” : A person who has an interest in the Shares which is not less than 5%of the total issued and voting shares in the capital of the Company.

“%” : Per centum or percentage.

DEFINITIONS

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The terms “Depositor”, “Depository Agent” and “Depository Register” shall have the meaningsascribed to them respectively in Section 130A of the Act.

Words importing the singular shall, where applicable, include the plural and vice versa and wordsimporting the masculine gender shall, where applicable, include the feminine gender and vice versa.References to persons shall include corporations.

Any reference to a time of day in this Circular shall be a reference to Singapore time unless otherwisestated. Any reference in this Circular to any enactment is a reference to that enactment as for the timebeing amended or re-enacted. Any term defined under the Act or any modification thereof and used inthis Circular shall, where applicable, have the meaning ascribed to it under the Act or such modificationthereof, as the case may be, unless otherwise provided.

The headings in this Circular are inserted for reference only and shall be ignored in construing thisCircular.

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Board of Directors: Registered Office:

Olivia Lum Ooi Lin (Group Chief Executive Officer & President) 202 Kallang BahruLee Joo Hai (Non-Executive Independent Director) Hyflux BuildingTeo Kiang Kok (Non-Executive Independent Director) Singapore 339339Gay Chee Cheong (Non-Executive Independent Director)Christopher Murugasu (Non-Executive Independent Director)Rajsekar Kuppuswami Mitta (Non-Executive Independent Director)Professor Tan Teck Meng (Non-Executive Independent Director)

9 March 2011

To: The Shareholders of Hyflux Ltd

Dear Sir/Madam

(1) THE PROPOSED AMENDMENTS TO THE ARTICLES; AND

(2) THE PROPOSED PREFERENCE SHARE ISSUE MANDATE.

1. INTRODUCTION

1.1 The purpose of this Circular is to provide Shareholders with the relevant information pertaining to,and to seek Shareholders’ approval at the EGM to be held on 31 March 2011 for, the following:

(a) the proposed amendments to the Articles (as detailed below); and

(b) the proposed Preference Share Issue Mandate (as detailed below).

The Notice of EGM is set out on pages 40 to 41 of this Circular.

2. THE PROPOSED AMENDMENTS TO THE ARTICLES

2.1 Background

The Company is desirous of issuing Preference Shares as an additional channel through which theCompany may raise funds from time to time to fund the Group’s operations and growth plans.Pursuant to Section 75 of the Act and Appendix 2.2 of the Listing Manual, no company shall allotany preference shares unless its memorandum or articles of association sets out the rights of theholders of such preference shares with respect to repayment of capital, participation in surplusassets and profits, cumulative or non-cumulative dividends, voting and priority of payment of capitaland dividends in relation to other shares or other classes of preference shares. Accordingly, theCompany proposes to amend its Articles to provide for the issue of Preference Shares incompliance with the Act.

The Preference Shares will be issued pursuant to the proposed Preference Share Issue Mandate,further details of which are set out in Section 3 of this Circular.

2.2 Amendments to the Articles

The text of the Articles which are proposed to be amended is set out in the Appendix on pages 12to 39 of this Circular.


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3. THE PROPOSED PREFERENCE SHARE ISSUE MANDATE

3.1 Background

The Company is seeking Shareholders’ approval at the EGM for the Preference Share IssueMandate to be given to the Directors to issue new Preference Shares and/or to make or grantoffers, agreements or options that might or would require such Preference Shares to be issued,provided that the aggregate number of Preference Shares does not exceed 20% of the totalnumber of issued shares (excluding treasury shares) in the capital of the Company at the time ofpassing of such resolution and such issue be on such other terms and conditions as the Directorsmay deem fit.

The Directors are of the opinion that a general (as opposed to a specific) approval for the Directorsto issue new Preference Shares under the Preference Share Issue Mandate will enable theCompany to act quickly and take advantage of market conditions as well as enable the Directors tohave greater flexibility and scope in negotiating with third parties in potential fund-raising exercisesor other arrangements or transactions involving the capital of the Company. The expense and delayor otherwise in having to convene further general meetings of the Company to specifically approvethe allotment and issuance of new Preference Shares, and thereby inconveniencing theShareholders, will also be avoided. The Directors will only issue such Preference Shares pursuantto the Preference Share Issue Mandate if they consider it necessary and in the best interests of theCompany.

3.2 Validity Period

The Preference Share Issue Mandate will be tabled as an ordinary resolution at the EGM. UponShareholders’ approval at the EGM, the authority conferred by the Preference Share IssueMandate shall continue in force until the conclusion of the next AGM or the date by which the nextAGM is required by law to be held, whichever is the earlier. Subject to its continued relevance tothe Company, the Preference Share Issue Mandate may be put to Shareholders for renewal atsubsequent general meetings of the Company.

3.3 Summary of the Preference Shares

The following is a summary of the principal terms and conditions of the Preference Shares thatmay be issued pursuant to the Preference Share Issue Mandate:

Class A Cumulative Preference Shares

Cumulative Dividend : Dividends on the Class A Cumulative Preference Shares will becumulative, payable at a fixed rate per annum on the LiquidationPreference thereof to be prescribed by the Board prior to theallotment and issuance of the Class A Cumulative PreferenceShares.

Dividend Payment and : Subject to the limitations and qualifications described in the Record Dates Articles, Dividends will be payable semi-annually, when, as and

if declared by the Board, in arrears and to persons whosenames the Class A Cumulative Preference Shares areregistered in the register of members of the Company at theclose of business in Singapore not less than six market daysprior to the relevant Dividend Date.

Redemption Rights : The Class A Cumulative Preference Shares are perpetualsecurities with no maturity date, and are not redeemable at theoption of the Class A Cumulative Preference Shareholders.

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Voting Rights : The Class A Cumulative Preference Shareholders have thesame rights as ordinary shareholders as regards receivingnotices, reports and balance sheets, and attending generalmeetings of the Company. If:

(a) general meetings of the Company are convened for thepurpose of reducing the capital of the Company;

(b) general meetings of the Company are convened for thepurpose of winding up of the Company;

(c) general meetings of the Company are convened for thepurpose of sanctioning a sale of the whole orsubstantially the whole of the undertaking of theCompany;

(d) general meetings of the Company are convened wherethe proposal to be submitted to the meetings directlyaffects their rights and privileges as Class A CumulativePreference Shareholders; or

(e) (and so long as) for such number of consecutive DividendPeriods as shall be equal to or exceed 12 months,Dividends, when, as and if declared by the Board, havenot been paid in full when due and payable,

the Class A Cumulative Preference Shareholders shall have theright to receive notice of, attend, speak and vote at such generalmeetings of the Company, and in relation to paragraph (e), suchright shall continue until after the next following Dividend Dateon which a Dividend is paid in full (or an amount equivalent tothe Dividend to be paid in respect of the next Dividend Periodhas been paid or irrevocably set aside in a separatelydesignated trust account for payment to the Class A CumulativePreference Shareholders). Every Class A CumulativePreference Shareholder who is present in person at suchgeneral meetings shall have on a show of hands one vote andon a poll one vote for every Class A Cumulative PreferenceShare of which he is the Class A Cumulative PreferenceShareholder.

Liquidation Preference : Such amount for each Class A Cumulative Preference Share tobe prescribed by the Board prior to the allotment and issuanceof the Class A Cumulative Preference Shares.

Governing Law : The laws of Singapore.

Class B Non-Cumulative Preference Shares

Non-Cumulative Dividend : Dividends on the Class B Non-Cumulative Preference Shareswill be non-cumulative, payable at a fixed rate per annum on theLiquidation Preference thereof to be prescribed by the Boardprior to the allotment and issuance of the Class B Non-Cumulative Preference Shares.


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Dividend Payment and : Subject to the limitations and qualifications described in the Record Dates Articles, Dividends will be payable semi-annually, when, as and

if declared by the Board, in arrears and to persons whosenames the Class B Non-Cumulative Preference Shares areregistered in the register of members of the Company at theclose of business in Singapore not less than six market daysprior to the relevant Dividend Date.

Redemption Rights : The Class B Non-Cumulative Preference Shares are perpetualsecurities with no maturity date, and are not redeemable at theoption of the Class B Non-Cumulative Preference Shareholders.

Voting Rights : The Class B Non-Cumulative Preference Shareholders have thesame rights as ordinary shareholders as regards receivingnotices, reports and balance sheets, and attending generalmeetings of the Company. If:

(a) general meetings of the Company are convened for thepurpose of reducing the capital of the Company;

(b) general meetings of the Company are convened for thepurpose of winding up of the Company;

(c) general meetings of the Company are convened for thepurpose of sanctioning a sale of the whole orsubstantially the whole of the undertaking of theCompany;

(d) general meetings of the Company are convened wherethe proposal to be submitted to the meetings directlyaffects their rights and privileges as Class B Non-Cumulative Preference Shareholders; or

(e) (and so long as) for such number of consecutive DividendPeriods as shall be equal to or exceed 12 months,Dividends, when, as and if declared by the Board, havenot been paid in full when due and payable,

the Class B Non-Cumulative Preference Shareholders shallhave the right to receive notice of, attend, speak and vote atsuch general meetings of the Company, and in relation toparagraph (e), such right shall continue until after the nextfollowing Dividend Date on which a Dividend is paid in full (or anamount equivalent to the Dividend to be paid in respect of thenext Dividend Period has been paid or irrevocably set aside in aseparately designated trust account for payment to the Class BNon-Cumulative Preference Shareholders). Every Class B Non-Cumulative Preference Shareholder who is present in person atsuch general meetings shall have on a show of hands one voteand on a poll one vote for every Class B Non-CumulativePreference Share of which he is the Class B Non-CumulativePreference Shareholder.

Liquidation Preference : Such amount for each Class B Non-Cumulative PreferenceShare to be prescribed by the Board prior to the allotment andissuance of the Class B Non-Cumulative Preference Shares.

Governing Law : The laws of Singapore.

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In addition to the principal terms and conditions as set out above, the issue of the PreferenceShares may be subject to other additional terms and conditions as the Directors may deem fit andin accordance with the Articles (as amended in the manner as set out in Section 2 of this Circular).The Company will make the necessary announcements setting out the details of such otheradditional terms and conditions, if any, upon any issue of Preference Shares.

3.4 Conditionality of the Proposed Preference Share Issue Mandate on the Approval of theProposed Amendments to the Articles

The proposed Preference Share Issue Mandate is conditional upon approval for the proposedamendments to the Articles as set out in Section 2 of this Circular. Accordingly, the resolution forthe proposed Preference Share Issue Mandate shall not be passed if the proposed amendments tothe Articles is not approved. For the avoidance of doubt, approval for the proposed amendments tothe Articles as set out in Section 2 of this Circular is not conditional upon approval of the proposedPreference Share Issue Mandate.

4. INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS

None of the Directors and Substantial Shareholders (other than in his or its capacity as aShareholder) has any interest, direct or indirect, in the proposed amendments to the Articles or thePreference Share Issue Mandate.

5. DIRECTORS’ RECOMMENDATIONS

5.1 Proposed Amendments to the Articles

The Directors are of the opinion that the proposed amendments to the Articles are in the bestinterests of the Company and accordingly, they recommend that Shareholders vote in favour of thespecial resolution relating thereto.

5.2 Proposed Preference Share Issue Mandate

The Directors are of the opinion that the proposed Preference Share Issue Mandate is in the bestinterests of the Company and accordingly, they recommend that Shareholders vote in favour of theordinary resolution relating thereto.

6. NOTICE OF EXTRAORDINARY GENERAL MEETING

The EGM will be held on 31 March 2011 at 2.00 p.m. at 202 Kallang Bahru, Hyflux Building,Singapore 339339 for the purpose of considering and, if thought fit, passing with or withoutmodifications, the resolutions set out in the Notice of EGM.

7. ACTION TO BE TAKEN BY SHAREHOLDERS

A Shareholder who is unable to attend the EGM and wishes to appoint a proxy to attend and voteat the EGM on his behalf, may complete, sign and return the proxy form attached to the Notice ofEGM in accordance with the instructions printed thereon as soon as possible and in any event soas to reach the registered office of the Company at 202 Kallang Bahru, Hyflux Building, Singapore339339 not later than 2.00 p.m. on 29 March 2011, being a time not later than 48 hours before thetime fixed for the EGM. The completion and return of the proxy form by a Shareholder will notprevent him from attending and voting at the EGM, if he wishes to do so, in place of his proxy. Insuch event, the relevant proxy form will be deemed to be revoked.

A Depositor shall not be regarded as a Shareholder entitled to attend the EGM and to speak andvote thereat unless his name appears on the Depository Register maintained by CDP, pursuant toDivision 7A of Part IV of the Act, at least 48 hours before the EGM.


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8. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors (including those who may have delegated detailed supervision of this Circular) haveindividually and collectively reviewed and approved the issue of this Circular, and accept fullresponsibility for the accuracy of the information contained in this Circular. The Directors alsoconfirm that, having made all reasonable enquiries and to the best of their knowledge and belief,the facts stated and opinions expressed in this Circular are fair and accurate in all material aspectsas at the date of this Circular and that there are no other material facts the omission of whichwould make any statement in this Circular misleading.

Where information has been extracted from published or otherwise publicly available sources, theDirectors have also ensured that such information has been accurately and correctly extracted fromthese sources.

9. INSPECTION OF DOCUMENTS

The following documents are available for inspection at the registered office of the Company at 202Kallang Bahru, Hyflux Building, Singapore 339339 during normal business hours from the date ofthis Circular up to and including the date of the EGM:

(a) the Memorandum and Articles of Association of the Company; and

(b) the annual report of the Company for FY2009.

Yours faithfullyFor and on behalf of the Board of Directors of HYFLUX LTD

Olivia Lum Ooi LinGroup Chief Executive Officer & President

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APPENDIX

In this Appendix, the following definitions as extracted from the Articles apply throughout except wherethe context otherwise requires or it is otherwise stated:

“Book-Entry Securities” : Listed securities:-

(i) documents of title to which are deposited by a Depositor withCDP and are registered in the name of CDP or its nominee; and

(ii) which are transferable by way of book-entry in the DepositoryRegister and not by way of an instrument of transfer.

“Designated Stock : The Singapore Exchange Securities Trading Limited for so long as the Exchange” shares of the Company are listed and quoted on the Singapore

Exchange Securities Trading Limited or such other stock exchange inrespect of which the shares of the Company are listed or quoted.

“Direct Account Holder” : A person who has a securities account directly with CDP and notthrough a Depository Agent.

“General Meeting” : A general meeting of the Company.

The proposed amendments to the Articles are set out below. For ease of reference, the amendments aremarked up against the text of the Articles to be amended.

Proposed amendment to Article 8(A)

By amending Article 8(A) as follows:

8(A) Preference shares may be issued subject to such limitation thereof as may be prescribed by anyDesignated Stock Exchange. Preference shareholders shall have the same rights as ordinaryshareholders as regards receiving of notices, reports and balance sheets and attending GeneralMeetings of the Company, and preference shareholders shall also have the right to vote at anyGeneral Meeting convened for the purpose of reducing capital or winding-up or sanctioning a saleof the undertaking of the Company or where the proposal to be submitted to the General Meetingdirectly affects their rights and privileges or when the Dividend on the preference shares is morethan six months (or such period which may be prescribed or waived by any applicable law or anyDesignated Stock Exchange) in arrear.

Proposed amendment to Article 8(B)

By deleting Article 8(B) in its entirety and substituting therefor the following:

8(B) The Class A Cumulative Preference Shares shall have the rights and be subject to the restrictionsset out in Article 8(C).

Proposed amendment to Article 8

By inserting a new Article 8(C) immediately after Article 8(B):

8(C)

1. Definitions

In this Article 8(C), unless there is something in the subject or context inconsistent therewith:

“Accounting Event” means that as a result of:

(i) any change in, or amendment to, the accountingstandards applicable to the Company; or

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(ii) any change in the general application or officialinterpretation of any law or regulation by any relevantbody in Singapore,

in each case which becomes, or would become, effective on orafter the Issue Date, the Class A Cumulative PreferenceShares would not be classified as equity instruments in thefinancial statements of the Company.

“Additional Amounts” has the meaning ascribed to it in Article 8(C)(6).

“Board” means the Directors (or an authorised committee thereof).

“Class A Cumulative means each person registered on the Register as the Preference Shareholder” shareholder holding Class A Cumulative Preference Share(s) at

the relevant time, except that, for so long as the Class ACumulative Preference Shares are listed on the SGX-ST, theterm “Class A Cumulative Preference Shareholder” shall:

(i) exclude CDP (unless where otherwise expresslyprovided in this Article 8(C) or where the term “registeredholder” is used in this Article 8(C)); and

(ii) where the context so requires, be deemed to includereferences to Depositors whose names are entered inthe Depository Register with respect to the Class ACumulative Preference Shares.

“Class A Cumulative means the cumulative non-convertible non-voting perpetual Preference Shares” Class A preference shares in the capital of the Company, with a

liquidation preference to be prescribed by the Board, andhaving the rights and subject to the restrictions set out in thisArticle 8(C) (as such Article may from time to time be amendedin accordance with the provisions hereof).

“Class B Non-Cumulative means the non-cumulative non-convertible non-votingPreference Shares” perpetual Class B preference shares in the capital of the

Company, with a liquidation preference to be prescribed by theBoard, and having the rights and subject to the restrictions setout in Article 8(E) (as such Article may from time to time beamended in accordance with the provisions hereof).

“Cumulative Unpaid has the meaning ascribed to it in Article 8(C)(2)(i).Dividends”

“Day Count Fraction” means the number of days in the relevant Dividend Perioddivided by 365.

“Distributable Reserves” means, at any time, the amounts for the time being available tothe Company for distribution as a dividend in compliance withSection 403 of the Act (“Available Amounts”) as at the date ofthe Company’s latest audited balance sheet; provided that if theBoard reasonably believes that the Available Amounts as atany Distributable Reserves Determination Date:

(i) are lower than the Available Amounts as at the date ofthe Company’s latest audited balance sheet; and

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APPENDIX

(ii) are insufficient to pay the Dividend and for payments onParity Obligations on the relevant Dividend Date,

then two Directors shall be required to provide a certificate, onor prior to such Distributable Reserves Determination Date, tothe Class A Cumulative Preference Shareholders(accompanied by a certificate of the Company’s auditors for thetime being) of the Available Amounts as at such DistributableReserves Determination Date (which certificate of the twoDirectors shall be binding absent manifest error) and“Distributable Reserves” as at such Distributable ReservesDetermination Date for the purposes of such Dividend shallmean the Available Amounts as set forth in such certificate.

“Distributable Reserves means, with respect to any Dividend Date, the day falling fiveDetermination Date” market days prior to that Dividend Date.

“Dividend” means the cumulative preferential cash dividends with respectto the Class A Cumulative Preference Shares as described inArticle 8(C)(2).

“Dividend Date” means such two dates in each year as determined by theBoard on which Dividends shall be payable semi-annually,when, as and if declared by the Board, and, where any suchdate is not a market day, means the market day immediatelyfollowing such date.

“Dividend Limitation Notice” has the meaning ascribed to it in Article 8(C)(2)(vi).

“Dividend Period” means the period from (and including) the Issue Date to (butexcluding) the first Dividend Date and each successive periodthereafter from (and including) a Dividend Date to (butexcluding) the next succeeding Dividend Date.

“Early Redemption Date” means such date as may be notified to the Class A CumulativePreference Shareholders pursuant to Article 8(C)(4)(iii) and/or8(C)(4)(iv) as being the date for early redemption of the ClassA Cumulative Preference Shares.

“First Call Date” means such date as the Board may decide.

“Full Dividends” has the meaning ascribed to it in Article 8(C)(2)(ix).

“Issue Date” means the date on which the Class A Cumulative PreferenceShares are first issued.

“Law” means the laws of Singapore.

“Liquidation Distribution” means, with respect to any Class A Cumulative PreferenceShare, upon a dissolution or winding-up of the Company (otherthan pursuant to a Permitted Reorganisation):

(i) the Liquidation Preference of that Class A CumulativePreference Share; and

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(ii) subject to the restrictions in Article 8(C)(2)(v) and unlessa Dividend Limitation Notice is in effect, an amount equalto any accrued but unpaid Dividend (whether or notdeclared) in respect of that Class A CumulativePreference Share for the period commencing from (andincluding) the Issue Date and ending on (but excluding)the date of actual payment.

“Liquidation Preference” means such amount for each Class A Cumulative PreferenceShare to be prescribed by the Board prior to the allotment andissuance of the Class A Cumulative Preference Shares.

“Optional Redemption Date” means any date on or after the First Call Date.

“Parity Obligations” means any preference shares or other similar obligations of theCompany which are not expressly stated to rank in all materialrespects senior or junior to:

(i) the Class A Cumulative Preference Shares; or

(ii) any other guarantee given or support agreement enteredinto by the Company in respect of any preferenceshares, or other preferred securities (not constitutingdebt obligations) having in all material respects the sameranking as preference shares, issued by any Subsidiaryand are not expressly stated to rank in all materialrespects senior or junior to the Class A CumulativePreference Shares.

“Permitted Reorganisation” means a solvent reconstruction, amalgamation, reorganisation,merger or consolidation whereby all or substantially all thebusiness, undertaking and assets of the Company aretransferred to a successor entity which assumes all theobligations of the Company under the Class A CumulativePreference Shares.

“Person” means a legal person, including any individual, corporation,estate, partnership, joint venture, association, joint stockcompany, limited liability company, trust, unincorporatedassociation, or government or any agency or politicalsubdivision thereof, or any other entity of whatever nature.

“Redemption Conditions” means the requirements as to Law, if any, for the redemption ofthe Class A Cumulative Preference Shares.

“Redemption Date” means an Early Redemption Date or an Optional RedemptionDate, as applicable.

“Redemption Price” means, with respect to any Class A Cumulative PreferenceShare to be redeemed pursuant to this Article 8(C), an amountequal to:

(i) the Liquidation Preference of that Class A CumulativePreference Share; and

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APPENDIX

(ii) subject to the restrictions in Article 8(C)(2)(v) and unlessa Dividend Limitation Notice is in effect, an amount equalto any accrued but unpaid Dividends (whether or notdeclared) in respect of that Class A CumulativePreference Share for the period commencing from (andincluding) the Issue Date and ending on (but excluding)the relevant Redemption Date.

“Register” means, with respect to the Class A Cumulative PreferenceShares, the register of members maintained on behalf of theCompany under the Act in Singapore.

“Registrar” means the share registrar of the Company for the time being.

“Relevant Proportion” means:

(i) in relation to any partial payment of a Dividend, theamount of Distributable Reserves as at the relevantDistributable Reserves Determination Date divided bythe sum of:

(A) the full amount originally scheduled to be paid byway of Dividend (whether or not paid in whole orpart) during the Company’s then-current fiscalyear; and

(B) the sum of the full amount of any dividends orother distribution or payments in respect of ParityObligations originally scheduled to be paid(whether or not paid in whole or part) during theCompany’s then-current fiscal year; and

(ii) in relation to any partial payment of any LiquidationDistribution, the total amount available for any suchpayment and for making any liquidation distribution onany Parity Obligation divided by the sum of:

(A) the full Liquidation Distribution before anyreduction or abatement; and

(B) the amount (before any reduction or abatement) ofthe full liquidation distribution on any ParityObligation.

“SGX-ST” means Singapore Exchange Securities Trading Limited.

“Sub-Account Holder” means a holder of an account maintained with a DepositoryAgent.

“Subsidiary” A subsidiary of the Company for the time being as defined inSection 5 of the Act.

“Singapore Dollars” means the lawful currency for the time being of the Republic ofSingapore.

“Taxes” has the meaning ascribed to it in Article 8(C)(6).

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“Tax Event” means that as a result of:

(i) any change in, or amendment to, any law or regulation ofSingapore or any political subdivision or any authoritythereof or therein having power to tax; or


in each case after the Issue Date, payments to Class ACumulative Preference Shareholders with respect to the ClassA Cumulative Preference Shares would be subject to deductionor withholding for or on account of tax or would give rise to anyobligation of the Company to account for any tax in Singapore,and such obligation cannot be avoided by the Company takingreasonable measures available to it.

In this Article 8(C):

(i) undefined terms shall bear the same meanings ascribed to them in Article 2 of thesepresents;

(ii) words importing the singular number include the plural number and vice versa;

(iii) words importing the masculine gender include the feminine gender and vice versa;

(iv) “written” and “in writing” include all modes of representing or reproducing words in visibleform;

(v) references to provisions of any law or regulation shall be construed as references to thoseprovisions as amended, modified, re-enacted or replaced from time to time;

(vi) any phrase introduced by the terms “including”, “include”, “in particular” or any similarexpression shall be construed as illustrative and shall not limit the sense of the wordspreceding those terms; and

(vii) headings are inserted for reference only and shall be ignored in construing this Article 8(C).

2. Dividends

(i) Cumulative Preferential Dividends. Subject to Articles 8(C)(2)(iii), 8(C)(2)(v) and8(C)(2)(vi) below, the Class A Cumulative Preference Shares shall entitle the Class ACumulative Preference Shareholder thereof to receive Dividends on the LiquidationPreference thereof calculated on the basis set out in Article 8(C)(2)(ii) below. Dividends shallbe payable semi-annually in arrears on each Dividend Date in each year and to the extentthat the Dividend or any part thereof is not paid on a Dividend Date, it shall continue toaccumulate (whether or not there are any Distributable Reserves) and payment shall besubject to the Board’s discretion as set out in Article 8(C)(2)(iii). Notwithstanding theforegoing, upon the Company’s redemption of any Class A Cumulative Preference Sharespursuant to Article 8(C)(4)(ii), 8(C)(4)(iii) and/or 8(C)(4)(iv), any Dividend or any part thereofthat is not paid, in respect of any period prior to the Optional Redemption Date or the EarlyRedemption Date (as the case may be) (“Cumulative Unpaid Dividends”) shall be deemedto have been declared and payable on such Optional Redemption Date or the EarlyRedemption Date (as the case may be).

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APPENDIX

(ii) Fixed Dividend Rate. Each Class A Cumulative Preference Share in issue shall, subject toArticle 8(C)(2)(i) above, entitle the Class A Cumulative Preference Shareholder thereof toreceive for each Dividend Period Dividends (when, as and if declared by the Board) payablein Singapore Dollars at a fixed rate per annum on the Liquidation Preference thereof to beprescribed by the Board prior to the allotment and issuance of the Class A CumulativePreference Shares, calculated on the basis of the Day Count Fraction.

(iii) Dividends at Board’s Discretion. Any decision regarding the declaration or payment of anyDividend shall be at the sole and absolute discretion of the Board. Nothing herein containedshall impose on the Board any requirement or duty to resolve to distribute, declare or pay inrespect of any fiscal year or period the whole or any part of the profits of the Companyavailable for distribution. No Dividend or any part thereof shall become “due” or “payable” onany Dividend Date for the purposes of this Article 8(C) unless the Board has declared orresolved to distribute such Dividend or part thereof with respect to that Dividend Date.

(iv) Ranking. The Class A Cumulative Preference Shares shall rank as regards participation inprofits pari passu with all other shares in the capital of the Company to the extent that theyare expressed to rank pari passu therewith and in priority to the Company’s ordinary shares.The Company may from time to time and at any time create or issue any other sharesranking, as to participation in the profits or the assets of the Company, pari passu with orjunior to:

(a) the Class A Cumulative Preference Shares; or

(b) any other Parity Obligations,

in each case without the prior approval of the Class A Cumulative Preference Shareholdersand the holders of all other Parity Obligations and the creation or issue by the Company ofsuch shares (regardless of the dividends and other amounts payable in respect of suchshares and whether and when such dividends and other amounts may be so payable) shallbe deemed not to constitute a variation of the rights attached to the Class A CumulativePreference Shares.

The Company shall not create or issue any other shares ranking, as to participation in theprofits or the assets of the Company, senior or in priority to:

(a) the Class A Cumulative Preference Shares; or


unless approved by the Class A Cumulative Preference Shareholders and the holders of allother Parity Obligations, acting as a single class in accordance with Article 8(C)(5) below.

The Class A Cumulative Preference Shares shall rank, as to participation in the profits or theassets of the Company, pari passu with the Class B Non-Cumulative Preference Shares.

(v) Dividend Restrictions. Dividends may only be declared and paid out of DistributableReserves. Notwithstanding that the Board may have declared or resolved to distribute anyDividend on any Dividend Date or that resources are legally available to declare and payDividends, the Company shall not, save to the extent provided in Article 8(C)(2)(vii) andsubject to Article 8(C)(2)(vi) below, be obliged to pay, and shall not pay, any Dividend on thatDividend Date (and such Dividend shall not be considered to be “due” or “payable” for thepurposes of this Article 8(C)) if the aggregate of:

(a) the amount of such Dividend (if paid in full); and

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19

(b) the sum of any other dividends and other distributions originally scheduled to be paid(whether or not paid in whole or part) during the Company’s then-current fiscal year onthe Class A Cumulative Preference Shares or Parity Obligations,

would exceed the Distributable Reserves as at the relevant Distributable ReservesDetermination Date.

(vi) Dividend Limitation Notice. Without prejudice to the discretion of the Board under Article8(C)(2)(iii) above, if the Company does not propose or intend to pay and will not pay its nextnormal dividend (whether interim or final) on its ordinary shares, the Company may give, onor before the relevant Distributable Reserves Determination Date, a notice (“DividendLimitation Notice”) to the Registrar and the Class A Cumulative Preference Shareholdersthat the Company will pay no Dividends or less than full Dividends on such Dividend Date, inwhich case no Dividends or less than full Dividends as set out in the Dividend LimitationNotice shall become due and payable on such Dividend Date. The Dividend Limitation Noticeshall include, if applicable and appropriate, a statement to the effect that the Company doesnot propose or intend to pay and will not pay its next normal dividend (whether interim orfinal) on its ordinary shares and identify the specific dividend on the ordinary shares that willnot be paid.

Each Dividend Limitation Notice shall be given in writing by mail to each Class A CumulativePreference Shareholder except that where the Class A Cumulative Preference Shares arelisted on one or more stock exchanges, the Company may, in lieu of giving notice in writingby mail to such shareholder, determine to publish such notice on such stock exchange(s). Solong as the Class A Cumulative Preference Shares are listed on one or more stockexchanges, notices shall also be published in such manner as the rules of such stockexchange(s) may require. In addition, for so long as the Class A Cumulative PreferenceShares are listed on the SGX-ST and the rules of the SGX-ST so require, each DividendLimitation Notice shall be published in accordance with Article 8(C)(9)(ii) below.

(vii) Pro Rata Dividend Payment. If, whether by reason of any of the provisions of Article8(C)(2)(v) or 8(C)(2)(vi) above or the terms of a Parity Obligation, on the relevant DividendDate, a Dividend is not paid in full (when, as and if declared by the Board) or dividends orother distributions are not paid in full on any Parity Obligations, but on such Dividend Datethere are Distributable Reserves, then each Class A Cumulative Preference Shareholdershall be entitled to receive the Relevant Proportion of any such Dividend.

As in Article 8(C)(2)(i) above, Dividends shall be payable semi-annually in arrears on eachDividend Date in each year and to the extent that the Dividend or any part thereof is not paidon a Dividend Date, it shall continue to accumulate (whether or not there are anyDistributable Reserves) and payment shall be subject to the Board’s discretion as set out inArticle 8(C)(2)(iii). Notwithstanding the foregoing, upon the Company’s redemption of anyClass A Cumulative Preference Shares pursuant to Article 8(C)(4)(ii), 8(C)(4)(iii) and/or8(C)(4)(iv), any Cumulative Unpaid Dividends shall be payable on such Optional RedemptionDate or Early Redemption Date (as the case may be).

(viii) Payments; No Further Rights to Participate in Profits. Payments of Dividends shall, if dueand payable under this Article 8(C), be made to the Class A Cumulative PreferenceShareholders on the Register at any date selected by the Board not less than six marketdays prior to the relevant Dividend Date. Save as set out in this Article 8(C), the Class ACumulative Preference Shares shall not confer any right or claim as regards participation inthe profits of the Company.

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APPENDIX

(ix) Dividend Stopper. In the event any Dividend is not paid in full (whether or not declared bythe Board) for any reason on any Dividend Date, the Company shall not:

(a) declare or pay any dividends or other distributions in respect of, or (if permitted)repurchase or redeem, its ordinary shares or any other security or obligation of theCompany ranking junior to the Class A Cumulative Preference Shares (or contributeany moneys to a sinking fund for the payment of any dividends or other distributions inrespect of, or for the redemption of, any such shares, securities or obligations); or

(b) (if permitted) repurchase or redeem, any Parity Obligation which are securities (orcontribute any moneys to a sinking fund for the payment of any dividends or otherdistributions in respect of, or for the redemption of, any such Parity Obligation),

in each case until the Company has paid all accumulated but unpaid Dividends in full fromthe Issue Date (or an amount equivalent to the accumulated but unpaid Dividends to be paidfrom the Issue Date (the “Full Dividends”) has been irrevocably set aside in a separatelydesignated trust account for payment to the Class A Cumulative Preference Shareholders(except that such amount to be set aside shall be reduced by the Full Dividends which havebeen paid, if any)).

(x) Prescription. Any Dividends, Redemption Price, Liquidation Distribution or any other amountin respect of the Class A Cumulative Preference Shares unclaimed for six years after therelevant date of declaration shall be forfeited and revert to the Company and after suchforfeiture no Class A Cumulative Preference Shareholder or other person shall have any rightto or claim in respect of any such payments. No Dividends or other moneys payable on or inrespect of a Class A Cumulative Preference Share shall bear interest against the Company.

3. Liquidation Distributions

(i) Rights Upon Liquidation. In the event of the commencement of any dissolution or windingup of the Company (other than pursuant to a Permitted Reorganisation) before anyredemption of the Class A Cumulative Preference Shares, the Class A CumulativePreference Shares shall rank:

(a) junior to all other creditors (including the holders of subordinated debt) of theCompany;

(b) pari passu with all Parity Obligations of the Company (including without limitation theClass B Non-Cumulative Preference Shares); and

(c) senior to the holders of the Company’s ordinary shares and any other securities orobligations of the Company that are subordinated to the Class A CumulativePreference Shares.

On such a dissolution or winding up, each Class A Cumulative Preference Share shall beentitled to receive in Singapore Dollars an amount equal to the Liquidation Distribution.

(ii) Pro Rata Liquidation Distribution. If, upon any such dissolution or winding up, the amountsavailable for payment are insufficient to cover the Liquidation Distribution and any liquidationdistributions of any Parity Obligation, but there are funds available for payment so as to allowpayment of part of the Liquidation Distribution, then each Class A Cumulative PreferenceShareholder shall be entitled to receive the Relevant Proportion of the LiquidationDistribution.

(iii) No Further Rights to Participate in Assets. After payment of the Liquidation Distribution(or the Relevant Proportion thereof), Class A Cumulative Preference Shareholders will haveno further right or claim to any of the remaining assets of the Company. Save as set out inthis Article 8(C), the Class A Cumulative Preference Shares shall not confer any right orclaim as regards participation in the assets of the Company.

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4. Redemption

(i) No Redemption at Class A Cumulative Preference Shareholders’ Option. No Person hasa right to, or may, require the Company to redeem any Class A Cumulative Preference Shareof which such Person is the Class A Cumulative Preference Shareholder.

(ii) Optional Redemption. Subject to satisfaction of the Redemption Conditions and applicablelaw, the Class A Cumulative Preference Shares may be redeemed, at the option of theCompany and on such basis and for such reason as the Company may determine to beappropriate, in whole or in part, on any Optional Redemption Date at the Redemption Priceupon not less than 30 nor more than 60 days’ notice to the Class A Cumulative PreferenceShareholders in accordance with Article 8(C)(9) below (which notice shall be irrevocable),specifying:

(a) the Optional Redemption Date; and

(b) the Redemption Price.

On the Optional Redemption Date specified in such notice, the Company shall be bound toredeem the Class A Cumulative Preference Shares by payment of the Redemption Price, atall times in accordance with and subject to the Act and the rules of the Designated StockExchange.

(iii) Tax Redemption. If at any time a Tax Event has occurred and is continuing, then subject tosatisfaction of the Redemption Conditions, applicable law and the last paragraph of thisArticle 8(C)(4)(iii), the Class A Cumulative Preference Shares may be redeemed, at theoption of the Company, in whole or in part, on any Early Redemption Date at theRedemption Price upon not less than 30 nor more than 60 days’ notice to the Class ACumulative Preference Shareholders in accordance with Article 8(C)(9) below (which noticeshall be irrevocable) specifying:

(a) the Early Redemption Date; and


Prior to the publication of any notice of redemption pursuant to the foregoing, the Companyshall deliver to the Registrar:

(a) a certificate signed by two Directors of the Company stating that the Company isentitled to effect such redemption; and

(b) an opinion of counsel or advisor to the Company experienced in such matters to theeffect that a Tax Event has occurred. The delivery of such opinion shall constituteconclusive evidence of the occurrence of a “Tax Event” for all purposes of this Article8(C).

On the Early Redemption Date specified in such notice, the Company shall be bound toredeem the Class A Cumulative Preference Shares by payment of the Redemption Price, atall times in accordance with and subject to the Act and the rules of the Designated StockExchange.

If there is available to the Company the opportunity to eliminate the Tax Event by pursuingsome reasonable measure that will not have an adverse effect on the Company or the ClassA Cumulative Preference Shareholders and will not involve any material cost to the Companyor the Class A Cumulative Preference Shareholders, the Company will pursue that measurein lieu of redemption.

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APPENDIX

(iv) Accounting Redemption. If at any time an Accounting Event has occurred and iscontinuing, then subject to satisfaction of the Redemption Conditions, applicable law and thelast paragraph of this Article 8(C)(4)(iv), the Class A Cumulative Preference Shares may beredeemed, at the option of the Company, in whole or in part, on any Early Redemption Dateat the Redemption Price upon not less than 30 nor more than 60 days’ notice to the Class ACumulative Preference Shareholders in accordance with Article 8(C)(9) below (which noticeshall be irrevocable) specifying:





(b) an opinion of counsel or advisor to the Company experienced in such matters to theeffect that an Accounting Event has occurred. The delivery of such opinion shallconstitute conclusive evidence of the occurrence of an “Accounting Event” for allpurposes of this Article 8(C).

On the Early Redemption Date specified in such notice, the Company shall be bound toredeem the Class A Cumulative Preference Shares by payment of the Redemption Price, atall times in accordance with and subject to the Act and the rules of the Designated StockExchange.

If there is available to the Company the opportunity to eliminate the Accounting Event bypursuing some reasonable measure that will not have an adverse effect on the Company orthe Class A Cumulative Preference Shareholders and will not involve any material cost to theCompany or the Class A Cumulative Preference Shareholders, the Company will pursue thatmeasure in lieu of redemption.

(v) Redemption Notice. Once a notice to redeem the Class A Cumulative Preference Shareshas been given under any of Article 8(C)(4)(ii), 8(C)(4)(iii) or 8(C)(4)(iv), no similar noticemay be given under either of the other such Articles. If at any time the Class A CumulativePreference Shares may be redeemed under more than one such Article, the Company mayelect under which Article the notice of redemption is to be given.

(vi) Payments. Payments in respect of the amount due on redemption of a Class A CumulativePreference Share shall be made by cheque or such other method as the Board may specifyin the relevant redemption notice not later than the date specified for the purpose therein.Payment shall be made against presentation and surrender of the share certificate of therelevant Class A Cumulative Preference Shares (if any) at the place or one of the placesspecified in the relevant redemption notice.

(vii) Discharge. A receipt given by the Class A Cumulative Preference Shareholder for the timebeing (or in the case of joint Class A Cumulative Preference Shareholders by the first-namedjoint Class A Cumulative Preference Shareholder) in respect of the amount payable onredemption of the Class A Cumulative Preference Share shall constitute an absolutedischarge to the Company.

(viii) Accrued Dividends. For the avoidance of doubt, any redemption of the Class A CumulativePreference Shares pursuant to this Article 8(C)(4) shall not prejudice the rights of Class ACumulative Preference Shareholders whose Class A Cumulative Preference Shares were soredeemed to receive any accrued but unpaid Dividends payable on the Redemption Date.

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5. Voting

(i) General. Except as provided in this Article 8(C)(5), Class A Cumulative PreferenceShareholders shall not be entitled to attend and vote at General Meetings.

(ii) Class Meetings. Class A Cumulative Preference Shareholders shall be entitled to attendclass meetings of Class A Cumulative Preference Shareholders. Every Class A CumulativePreference Shareholder who is present in person at such class meetings shall have on ashow of hands one vote and on a poll one vote for every Class A Cumulative PreferenceShare of which he is the Class A Cumulative Preference Shareholder. Notice of such classmeetings shall be given in accordance with the procedures in respect of notice of GeneralMeetings as set out in these presents.

(iii) General Meetings. Class A Cumulative Preference Shareholders have the same rights asordinary shareholders as regards receiving notices, reports and balance sheets, andattending General Meetings. If:

(a) General Meetings are convened for the purpose of reducing the capital of theCompany;

(b) General Meetings are convened for the purpose of winding up of the Company;

(c) General Meetings are convened for the purpose of sanctioning a sale of the whole orsubstantially the whole of the undertaking of the Company;

(d) General Meetings are convened where the proposal to be submitted to the meetingsdirectly affects their rights and privileges as Class A Cumulative PreferenceShareholders; or

(e) Dividends (when, as and if declared by the Board) in respect of such number ofconsecutive Dividend Periods as shall be equal to or exceed 12 months have not beenpaid in full when due and payable,

then Class A Cumulative Preference Shareholders shall have the right to receive notice of,attend, speak and vote at such General Meetings, and in relation to paragraph (e), such rightshall continue until after the next following Dividend Date on which a Dividend is paid in full(or an amount equivalent to the Dividend to be paid in respect of the next Dividend Periodhas been paid or irrevocably set aside in a separately designated trust account for paymentto the Class A Cumulative Preference Shareholders). Every Class A Cumulative PreferenceShareholder who is present in person at such General Meetings shall have on a show ofhands one vote and on a poll one vote for every Class A Cumulative Preference Share ofwhich he is the Class A Cumulative Preference Shareholder.

6. Taxation

All payments on the Class A Cumulative Preference Shares will be made free and clear by theCompany without deduction or withholding for or on account of any present or future taxes, duties,assessments or governmental charges of whatever nature imposed by or on behalf of Singapore orany authority thereof or therein having power to tax (“Taxes”), unless such deduction or withholdingof such Taxes is required by Law.

In the event that any such withholding or deduction in respect of any payment on the Class ACumulative Preference Shares is required by Law, the Company will pay such additional amounts(“Additional Amounts”) as will result in the receipt by the Class A Cumulative PreferenceShareholders of the amounts which would otherwise have been receivable in respect of such

24

APPENDIX

payment on the Class A Cumulative Preference Shares in the absence of such withholding ordeduction, provided that no such Additional Amounts shall be payable in respect of any of theClass A Cumulative Preference Shares:

(i) to or on behalf of a Class A Cumulative Preference Shareholder or beneficial owner withrespect to Class A Cumulative Preference Shares which is:

(a) treated as a resident of Singapore or a permanent establishment in Singapore for taxpurposes; or

(b) who is liable for such taxes, duties, assessments or governmental charges in respectof the Class A Cumulative Preference Shares by reason of his or its being connectedwith Singapore other than by reason only of the holding of any of the Class ACumulative Preference Shares; and

(ii) to the extent that such Taxes would not have been required to be deducted or withheld butfor the failure to comply by the Class A Cumulative Preference Shareholder or beneficialowner with respect to the Class A Cumulative Preference Shares with a request of theCompany addressed to such Class A Cumulative Preference Shareholder or beneficialowner to make any declaration of non-residence or other similar claim, which is required orimposed by a statute, treaty or administrative practice of Singapore, as the case may be, asa pre-condition to exemption from all or part of such Taxes.

7. Variations of Rights and Further Issues

Unless otherwise required by applicable law and notwithstanding any other provision of thesepresents, any variation or abrogation of the rights, preferences and privileges of the Class ACumulative Preference Shares by way of amendment of these presents or otherwise (including,without limitation, the authorisation or creation of any shares in the capital of the Company ranking,as to participation in the profits or assets of the Company, senior to the Class A CumulativePreference Shares) shall require:

(i) the consent in writing of the holders of at least 75% of the outstanding Class A CumulativePreference Shares; or

(ii) the sanction of a special resolution passed at a separate class meeting of the Class ACumulative Preference Shareholders (the quorum at such class meeting to be such numberof Class A Cumulative Preference Shareholders holding or representing not less than two-thirds of the outstanding Class A Cumulative Preference Shares), provided that:

(a) no such consent or sanction shall be required if the change is solely of a formal, minoror technical nature or is to correct an error or cure an ambiguity (but such changeshall not reduce the amounts payable to Class A Cumulative PreferenceShareholders, impose any material obligation on Class A Cumulative PreferenceShareholders or materially adversely affect their voting rights);

(b) no such consent or sanction shall be required for the creation or issue of furthershares ranking pari passu with or junior to the Class A Cumulative Preference Shares(the creation or issue of such other shares, regardless of the dividends and otheramounts payable in respect of such shares and whether and when such dividends andother amounts may be so payable, shall not be deemed to be a variation or abrogationof the rights, preferences and privileges of the Class A Cumulative PreferenceShares); and

(c) no such consent or sanction shall be required for the redemption, purchase orcancellation of the Class A Cumulative Preference Shares in accordance with thisArticle 8(C).

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The Company shall cause a notice of any meeting at which any Class A CumulativePreference Shareholder is entitled to vote, and any voting forms, to be mailed to each ClassA Cumulative Preference Shareholder in accordance with Article 8(C)(9) below. Each suchnotice shall include a statement setting forth (1) the date, time and place of such meeting,(2) a description of any resolution to be proposed for adoption at such meeting on whichsuch shareholders are entitled to vote and (3) instructions for the delivery of proxies.

8. Transfer of Class A Cumulative Preference Shares

An instrument of transfer of a share which is in certificated form must be in writing in any usualform or other form approved by the Board and must be executed by or on behalf of the transferorand by or on behalf of the transferee. The transferor shall remain the holder of the sharestransferred until the name of the transferee is entered in the register of members of the Companyin respect thereof.

The Board may, in the case of transfers of Class A Cumulative Preference Shares in certificatedform, at their absolute discretion and without assigning any reason therefor, refuse to register:

(i) any transfer of a Class A Cumulative Preference Share (not being a fully paid Class ACumulative Preference Share); provided that where any Class A Cumulative PreferenceShare is listed on the SGX-ST or any other stock exchange or quotation system, suchdiscretion may not be exercised in such a way as to prevent dealings in the Class ACumulative Preference Shares from taking place on an open and proper basis; and

(ii) any transfer of a Class A Cumulative Preference Share on which the Company has a lien.

The Board may also decline to register a transfer unless the instrument of transfer is duly stamped(if so required).

The Class A Cumulative Preference Shares are in registered form. The registration of sharetransfers may be suspended at such times and for such periods as the Board may determine notexceeding 30 days in any year.

9. Notices or Other Documents

(i) Delivery of Notice. Any notice or other document may be served by the Company upon anyClass A Cumulative Preference Shareholder in the manner provided in these presents. Anysuch notice or document shall be deemed to be served and delivered in accordance withthese presents. An announcement via SGXNet will be made by the Company if a meeting ofClass A Cumulative Preference Shareholders is convened pursuant to these presents.

(ii) Newspaper Publication. For so long as the Class A Cumulative Preference Shares arelisted on the SGX-ST and the SGX-ST so requires, notice shall also be published in aleading English language daily newspaper having general circulation in Singapore.

10. Others

In the event of any conflict or inconsistency between the provisions of this Article 8(C) and theother provisions of these presents, the provisions of this Article 8(C) shall prevail.

Proposed amendment to Article 8

By inserting a new Article 8(D) and 8(E) immediately after Article 8(C):

8(D) The Class B Non-Cumulative Preference Shares shall have the rights and be subject to therestrictions set out in Article 8(E).

8(E)

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APPENDIX

1. Definitions

In this Article 8(E), unless there is something in the subject or context inconsistent therewith:

“Accounting Event” means that as a result of:

(i) any change in, or amendment to, the accountingstandards applicable to the Company; or


in each case which becomes, or would become, effective on orafter the Issue Date, the Class B Non-Cumulative PreferenceShares would not be classified as equity instruments in thefinancial statements of the Company.

“Additional Amounts” has the meaning ascribed to it in Article 8(E)(6).

“Board” means the Directors (or an authorised committee thereof).

“Class A Cumulative means the cumulative non-convertible non-voting perpetual Preference Shares” Class A preference shares in the capital of the Company, with a

liquidation preference to be prescribed by the Board, andhaving the rights and subject to the restrictions set out inArticle 8(C) (as such Article may from time to time be amendedin accordance with the provisions hereof).

“Class B Non-Cumulative means each person registered on the Register as the Preference Shareholder” shareholder holding Class B Non-Cumulative Preference

Share(s) at the relevant time, except that, for so long as theClass B Non-Cumulative Preference Shares are listed on theSGX-ST, the term “Class B Non-Cumulative PreferenceShareholder” shall:

(i) exclude CDP (unless where otherwise expresslyprovided in this Article 8(E) or where the term “registeredholder” is used in this Article 8(E)); and

(ii) where the context so requires, be deemed to includereferences to Depositors whose names are entered inthe Depository Register with respect to the Class B Non-Cumulative Preference Shares.

“Class B Non-Cumulative means the non-cumulative non-convertible non-votingPreference Shares” perpetual Class B preference shares in the capital of the

Company, with a liquidation preference to be prescribed by theBoard, and having the rights and subject to the restrictions setout in this Article 8(E) (as such Article may from time to time beamended in accordance with the provisions hereof).

“Day Count Fraction” means the number of days in the relevant Dividend Perioddivided by 365.

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“Distributable Reserves” means, at any time, the amounts for the time being available tothe Company for distribution as a dividend in compliance withSection 403 of the Act (“Available Amounts”) as at the date ofthe Company’s latest audited balance sheet; provided that if theBoard reasonably believes that the Available Amounts as atany Distributable Reserves Determination Date:

(i) are lower than the Available Amounts as at the date ofthe Company’s latest audited balance sheet; and

(ii) are insufficient to pay the Dividend and for payments onParity Obligations on the relevant Dividend Date,

then two Directors shall be required to provide a certificate, onor prior to such Distributable Reserves Determination Date, tothe Class B Non-Cumulative Preference Shareholders(accompanied by a certificate of the Company’s auditors for thetime being) of the Available Amounts as at such DistributableReserves Determination Date (which certificate of the twoDirectors shall be binding absent manifest error) and“Distributable Reserves” as at such Distributable ReservesDetermination Date for the purposes of such Dividend shallmean the Available Amounts as set forth in such certificate.

“Distributable Reserves means, with respect to any Dividend Date, the day falling fiveDetermination Date” market days prior to that Dividend Date.

“Dividend” means the non-cumulative preferential cash dividends withrespect to the Class B Non-Cumulative Preference Shares asdescribed in Article 8(E)(2).

“Dividend Date” means such two dates in each year as determined by theBoard on which Dividends shall be payable semi-annually,when, as and if declared by the Board, and, where any suchdate is not a market day, means the market day immediatelyfollowing such date.

“Dividend Limitation Notice” has the meaning ascribed to it in Article 8(E)(2)(vi).

“Dividend Period” means the period from (and including) the Issue Date to (butexcluding) the first Dividend Date and each successive periodthereafter from (and including) a Dividend Date to (butexcluding) the next succeeding Dividend Date.

“Early Redemption Date” means such date as may be notified to the Class B Non-Cumulative Preference Shareholders pursuant to Article8(E)(4)(iii) and/or 8(E)(4)(iv) as being the date for earlyredemption of the Class B Non-Cumulative Preference Shares.

“First Call Date” means such date as the Board may decide.

“Issue Date” means the date on which the Class B Non-CumulativePreference Shares are first issued.

“Law” means the laws of Singapore.

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“Liquidation Distribution” means, with respect to any Class B Non-CumulativePreference Share, upon a dissolution or winding-up of theCompany (other than pursuant to a Permitted Reorganisation):

(i) the Liquidation Preference of that Class B Non-Cumulative Preference Share; and

(ii) subject to the restrictions in Article 8(E)(2)(v) and unlessa Dividend Limitation Notice is in effect, an amount equalto any accrued but unpaid Dividend in respect of thatClass B Non-Cumulative Preference Share for the periodcommencing from (and including) the first day of theDividend Period in which the date of the dissolution orwinding-up falls and ending on (but excluding) the date ofactual payment.

“Liquidation Preference” means such amount for each Class B Non-CumulativePreference Share to be prescribed by the Board prior to theallotment and issuance of the Class B Non-CumulativePreference Shares.

“Optional Redemption Date” means any date on or after the First Call Date.

“Parity Obligations” means any preference shares or other similar obligations of theCompany which are not expressly stated to rank in all materialrespects senior or junior to:

(i) the Class B Non-Cumulative Preference Shares; or

(ii) any other guarantee given or support agreement enteredinto by the Company in respect of any preferenceshares, or other preferred securities (not constitutingdebt obligations) having in all material respects the sameranking as preference shares, issued by any Subsidiaryand are not expressly stated to rank in all materialrespects senior or junior to the Class B Non-CumulativePreference Shares.

“Permitted Reorganisation” means a solvent reconstruction, amalgamation, reorganisation,merger or consolidation whereby all or substantially all thebusiness, undertaking and assets of the Company aretransferred to a successor entity which assumes all theobligations of the Company under the Class B Non-CumulativePreference Shares.

“Person” means a legal person, including any individual, corporation,estate, partnership, joint venture, association, joint stockcompany, limited liability company, trust, unincorporatedassociation, or government or any agency or politicalsubdivision thereof, or any other entity of whatever nature.

“Redemption Conditions” means the requirements as to Law, if any, for the redemption ofthe Class B Non-Cumulative Preference Shares.

“Redemption Date” means an Early Redemption Date or an Optional RedemptionDate, as applicable.

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“Redemption Price” means, with respect to any Class B Non-CumulativePreference Share to be redeemed pursuant to this Article 8(E),an amount equal to:

(i) the Liquidation Preference of that Class B Non-Cumulative Preference Share; and

(ii) subject to the restrictions in Article 8(E)(2)(v) and unlessa Dividend Limitation Notice is in effect, an amount equalto any accrued but unpaid Dividends in respect of thatClass B Non-Cumulative Preference Share for the periodcommencing from (and including) the first day of theDividend Period in which the relevant redemption fallsand ending on (but excluding) the relevant RedemptionDate.

“Register” means, with respect to the Class B Non-Cumulative PreferenceShares, the register of members maintained on behalf of theCompany under the Act in Singapore.

“Registrar” means the share registrar of the Company for the time being.

“Relevant Proportion” means:

(i) in relation to any partial payment of a Dividend, theamount of Distributable Reserves as at the relevantDistributable Reserves Determination Date divided bythe sum of:

(A) the full amount originally scheduled to be paid byway of Dividend (whether or not paid in whole orpart) during the Company’s then-current fiscalyear; and

(B) the sum of the full amount of any dividends orother distribution or payments in respect of ParityObligations originally scheduled to be paid(whether or not paid in whole or part) during theCompany’s then-current fiscal year; and

(ii) in relation to any partial payment of any LiquidationDistribution, the total amount available for any suchpayment and for making any liquidation distribution onany Parity Obligation divided by the sum of:

(A) the full Liquidation Distribution before anyreduction or abatement; and

(B) the amount (before any reduction or abatement) ofthe full liquidation distribution on any ParityObligation.

“SGX-ST” means Singapore Exchange Securities Trading Limited.

“Sub-Account Holder” means a holder of an account maintained with a DepositoryAgent.

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“Subsequent Dividends” has the meaning ascribed to it in Article 8(E)(2)(ix).

“Subsidiary” A subsidiary of the Company for the time being as defined inSection 5 of the Act.

“Singapore Dollars” means the lawful currency for the time being of the Republic ofSingapore.

“Taxes” has the meaning ascribed to it in Article 8(E)(6).

“Tax Event” means that as a result of:

(i) any change in, or amendment to, any law or regulation ofSingapore or any political subdivision or any authoritythereof or therein having power to tax; or


in each case after the Issue Date, payments to Class B Non-Cumulative Preference Shareholders with respect to the ClassB Non-Cumulative Preference Shares would be subject todeduction or withholding for or on account of tax or would giverise to any obligation of the Company to account for any tax inSingapore, and such obligation cannot be avoided by theCompany taking reasonable measures available to it.

In this Article 8(E):

(i) undefined terms shall bear the same meanings ascribed to them in Article 2 of thesepresents;

(ii) words importing the singular number include the plural number and vice versa;

(iii) words importing the masculine gender include the feminine gender and vice versa;

(iv) “written” and “in writing” include all modes of representing or reproducing words in visibleform;

(v) references to provisions of any law or regulation shall be construed as references to thoseprovisions as amended, modified, re-enacted or replaced from time to time;

(vi) any phrase introduced by the terms “including”, “include”, “in particular” or any similarexpression shall be construed as illustrative and shall not limit the sense of the wordspreceding those terms; and

(vii) headings are inserted for reference only and shall be ignored in construing this Article 8(E).

2. Dividends

(i) Non-Cumulative Preferential Dividends. Subject to Articles 8(E)(2)(iii), 8(E)(2)(v) and8(E)(2)(vi) below, the Class B Non-Cumulative Preference Shares shall entitle the Class BNon-Cumulative Preference Shareholder thereof to receive Dividends on the LiquidationPreference thereof calculated on the basis set out in Article 8(E)(2)(ii) below. Dividends shallbe payable semi-annually in arrears on each Dividend Date in each year and in each caseonly when, as and if declared by the Board.

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No Class B Non-Cumulative Preference Shareholder shall have any claim in respect of anyDividend or part thereof not due and/or payable pursuant to Articles 8(E)(2)(iii), 8(E)(2)(v)and/or 8(E)(2)(vi) below. Accordingly, such amount shall not accumulate for the benefit ofClass B Non-Cumulative Preference Shareholders or entitle Class B Non-CumulativePreference Shareholders to any claim in respect thereof against the Company.

(ii) Fixed Dividend Rate. Each Class B Non-Cumulative Preference Share in issue shall,subject to Article 8(E)(2)(i) above, entitle the Class B Non-Cumulative PreferenceShareholder thereof to receive for each Dividend Period Dividends (when, as and if declaredby the Board) payable in Singapore Dollars at a fixed rate per annum on the LiquidationPreference thereof to be prescribed by the Board prior to the allotment and issuance of theClass B Non-Cumulative Preference Shares, calculated on the basis of the Day CountFraction.

(iii) Dividends at Board’s Discretion. Any decision regarding the declaration or payment of anyDividend shall be at the sole and absolute discretion of the Board. Nothing herein containedshall impose on the Board any requirement or duty to resolve to distribute, declare or pay inrespect of any fiscal year or period the whole or any part of the profits of the Companyavailable for distribution. No Dividend or any part thereof shall become “due” or “payable” onany Dividend Date for the purposes of this Article 8(E) unless the Board has declared orresolved to distribute such Dividend or part thereof with respect to that Dividend Date.

(iv) Ranking. The Class B Non-Cumulative Preference Shares shall rank as regardsparticipation in profits pari passu with all other shares in the capital of the Company to theextent that they are expressed to rank pari passu therewith and in priority to the Company’sordinary shares. The Company may from time to time and at any time create or issue anyother shares ranking, as to participation in the profits or the assets of the Company, paripassu with or junior to:

(a) the Class B Non-Cumulative Preference Shares; or


in each case without the prior approval of the Class B Non-Cumulative PreferenceShareholders and the holders of all other Parity Obligations and the creation or issue by theCompany of such shares (regardless of the dividends and other amounts payable in respectof such shares and whether and when such dividends and other amounts may be sopayable) shall be deemed not to constitute a variation of the rights attached to the Class BNon-Cumulative Preference Shares.

The Company shall not create or issue any other shares ranking, as to participation in theprofits or the assets of the Company, senior or in priority to:

(a) the Class B Non-Cumulative Preference Shares; or


unless approved by the Class B Non-Cumulative Preference Shareholders and the holders ofall other Parity Obligations, acting as a single class in accordance with Article 8(E)(5) below.

The Class B Non-Cumulative Preference Shares shall rank, as to participation in the profitsor the assets of the Company, pari passu with the Class A Cumulative Preference Shares.

(v) Dividend Restrictions. Dividends may only be declared and paid out of DistributableReserves. Notwithstanding that the Board may have declared or resolved to distribute anyDividend on any Dividend Date or that resources are legally available to declare and payDividends, the Company shall not, save to the extent provided in Article 8(E)(2)(vii) and

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subject to Article 8(E)(2)(vi) below, be obliged to pay, and shall not pay, any Dividend on thatDividend Date (and such Dividend shall not be considered to be “due” or “payable” for thepurposes of this Article 8(E)) if the aggregate of:

(a) the amount of such Dividend (if paid in full); and

(b) the sum of any other dividends and other distributions originally scheduled to be paid(whether or not paid in whole or part) during the Company’s then-current fiscal year onthe Class B Non-Cumulative Preference Shares or Parity Obligations,

would exceed the Distributable Reserves as at the relevant Distributable ReservesDetermination Date.

(vi) Dividend Limitation Notice. Without prejudice to the discretion of the Board under Article8(E)(2)(iii) above, if the Company does not propose or intend to pay and will not pay its nextnormal dividend (whether interim or final) on its ordinary shares, the Company may give, onor before the relevant Distributable Reserves Determination Date, a notice (“DividendLimitation Notice”) to the Registrar and the Class B Non-Cumulative PreferenceShareholders that the Company will pay no Dividends or less than full Dividends on suchDividend Date, in which case no Dividends or less than full Dividends as set out in theDividend Limitation Notice shall become due and payable on such Dividend Date. TheDividend Limitation Notice shall include, if applicable and appropriate, a statement to theeffect that the Company does not propose or intend to pay and will not pay its next normaldividend (whether interim or final) on its ordinary shares and identify the specific dividend onthe ordinary shares that will not be paid.

Each Dividend Limitation Notice shall be given in writing by mail to each Class B Non-Cumulative Preference Shareholder except that where the Class B Non-CumulativePreference Shares are listed on one or more stock exchanges, the Company may, in lieu ofgiving notice in writing by mail to such shareholder, determine to publish such notice on suchstock exchange(s). So long as the Class B Non-Cumulative Preference Shares are listed onone or more stock exchanges, notices shall also be published in such manner as the rules ofsuch stock exchange(s) may require. In addition, for so long as the Class B Non-CumulativePreference Shares are listed on the SGX-ST and the rules of the SGX-ST so require, eachDividend Limitation Notice shall be published in accordance with Article 8(E)(9)(ii) below.

(vii) Pro Rata Dividend Payment. If, whether by reason of any of the provisions of Article8(E)(2)(v) or 8(E)(2)(vi) above or the terms of a Parity Obligation, on the relevant DividendDate, a Dividend is not paid in full (when, as and if declared by the Board) or dividends orother distributions are not paid in full on any Parity Obligations, but on such Dividend Datethere are Distributable Reserves, then each Class B Non-Cumulative PreferenceShareholder shall be entitled to receive the Relevant Proportion of any such Dividend.

No Class B Non-Cumulative Preference Shareholder shall have any claim in respect of anyDividend or part thereof not payable as a result of any of the provisions of Article 8(E)(2)(v)or 8(E)(2)(vi) above or any equivalent article or term of a Parity Obligation. Accordingly, suchamount will not accumulate for the benefit of the Class B Non-Cumulative PreferenceShareholders or entitle the Class B Non-Cumulative Preference Shareholders to any claim inrespect thereof against the Company.

(viii) Payments; No Further Rights to Participate in Profits. Payments of Dividends shall, if dueand payable under this Article 8(E), be made to the Class B Non-Cumulative PreferenceShareholders on the Register at any date selected by the Board not less than six marketdays prior to the relevant Dividend Date. Save as set out in this Article 8(E), the Class BNon-Cumulative Preference Shares shall not confer any right or claim as regardsparticipation in the profits of the Company.

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(ix) Dividend Stopper. In the event any Dividend is not paid in full for any reason on anyDividend Date, the Company shall not:

(a) declare or pay any dividends or other distributions in respect of, or (if permitted)repurchase or redeem, its ordinary shares or any other security or obligation of theCompany ranking junior to the Class B Non-Cumulative Preference Shares (orcontribute any moneys to a sinking fund for the payment of any dividends or otherdistributions in respect of, or for the redemption of, any such shares, securities orobligations); or

(b) (if permitted) repurchase or redeem, any Parity Obligation which are securities (orcontribute any moneys to a sinking fund for the payment of any dividends or otherdistributions in respect of, or for the redemption of, any Parity Obligation),

in each case until the Company has paid Dividends in full in respect of such number ofconsecutive Dividend Periods as shall be equal to or exceed 12 calendar months (or anamount equivalent to the Dividends to be paid in respect of such number of consecutiveDividend Periods as shall be equal to or exceed 12 calendar months (the “SubsequentDividends”) has been irrevocably set aside in a separately designated trust account forpayment to the Class B Non-Cumulative Preference Shareholders (except that such amountto be set aside shall be reduced by the Subsequent Dividends which have been paid, ifany)).

(x) Prescription. Any Dividends, Redemption Price, Liquidation Distribution or any other amountin respect of the Class B Non-Cumulative Preference Shares unclaimed for six years afterthe relevant date of declaration shall be forfeited and revert to the Company and after suchforfeiture no Class B Non-Cumulative Preference Shareholder or other person shall have anyright to or claim in respect of any such payments. No Dividends or other moneys payable onor in respect of a Class B Non-Cumulative Preference Share shall bear interest against theCompany.

3. Liquidation Distributions

(i) Rights Upon Liquidation. In the event of the commencement of any dissolution or windingup of the Company (other than pursuant to a Permitted Reorganisation) before anyredemption of the Class B Non-Cumulative Preference Shares, the Class B Non-CumulativePreference Shares shall rank:

(a) junior to all other creditors (including the holders of subordinated debt) of theCompany;

(b) pari passu with all Parity Obligations of the Company (including without limitationClass A Cumulative Preference Shares); and

(c) senior to the holders of the Company’s ordinary shares and any other securities orobligations of the Company that are subordinated to the Class B Non-CumulativePreference Shares.

On such a dissolution or winding up, each Class B Non-Cumulative Preference Share shallbe entitled to receive in Singapore Dollars an amount equal to the Liquidation Distribution.

(ii) Pro Rata Liquidation Distribution. If, upon any such dissolution or winding up, the amountsavailable for payment are insufficient to cover the Liquidation Distribution and any liquidationdistributions of any Parity Obligation, but there are funds available for payment so as to allowpayment of part of the Liquidation Distribution, then each Class B Non-CumulativePreference Shareholder shall be entitled to receive the Relevant Proportion of the LiquidationDistribution.

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APPENDIX

(iii) No Further Rights to Participate in Assets. After payment of the Liquidation Distribution(or the Relevant Proportion thereof), Class B Non-Cumulative Preference Shareholders willhave no further right or claim to any of the remaining assets of the Company. Save as setout in this Article 8(E), the Class B Non-Cumulative Preference Shares shall not confer anyright or claim as regards participation in the assets of the Company.

4. Redemption

(i) No Redemption at Class B Non-Cumulative Preference Shareholders’ Option. NoPerson has a right to, or may, require the Company to redeem any Class B Non-CumulativePreference Share of which such Person is the Class B Non-Cumulative PreferenceShareholder.

(ii) Optional Redemption. Subject to satisfaction of the Redemption Conditions and applicablelaw, the Class B Non-Cumulative Preference Shares may be redeemed, at the option of theCompany and on such basis and for such reason as the Company may determine to beappropriate, in whole or in part, on any Optional Redemption Date at the Redemption Priceupon not less than 30 nor more than 60 days’ notice to the Class B Non-CumulativePreference Shareholders in accordance with Article 8(E)(9) below (which notice shall beirrevocable), specifying:

(a) the Optional Redemption Date; and


On the Optional Redemption Date specified in such notice, the Company shall be bound toredeem the Class B Non-Cumulative Preference Shares by payment of the RedemptionPrice, at all times in accordance with and subject to the Act and the rules of the DesignatedStock Exchange.

(iii) Tax Redemption. If at any time a Tax Event has occurred and is continuing, then subject tosatisfaction of the Redemption Conditions, applicable law and the last paragraph of thisArticle 8(E)(4)(iii), the Class B Non-Cumulative Preference Shares may be redeemed, at theoption of the Company, in whole or in part, on any Early Redemption Date at theRedemption Price upon not less than 30 nor more than 60 days’ notice to the Class B Non-Cumulative Preference Shareholders in accordance with Article 8(E)(9) below (which noticeshall be irrevocable) specifying:





(b) an opinion of counsel or advisor to the Company experienced in such matters to theeffect that a Tax Event has occurred. The delivery of such opinion shall constituteconclusive evidence of the occurrence of a “Tax Event” for all purposes of this Article8(E).

On the Early Redemption Date specified in such notice, the Company shall be bound toredeem the Class B Non-Cumulative Preference Shares by payment of the RedemptionPrice, at all times in accordance with and subject to the Act and the rules of the DesignatedStock Exchange.

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If there is available to the Company the opportunity to eliminate the Tax Event by pursuingsome reasonable measure that will not have an adverse effect on the Company or the ClassB Non-Cumulative Preference Shareholders and will not involve any material cost to theCompany or the Class B Non-Cumulative Preference Shareholders, the Company will pursuethat measure in lieu of redemption.

(iv) Accounting Redemption. If at any time an Accounting Event has occurred and iscontinuing, then subject to satisfaction of the Redemption Conditions, applicable law and thelast paragraph of this Article 8(E)(4)(iv), the Class B Non-Cumulative Preference Shares maybe redeemed, at the option of the Company, in whole or in part, on any Early RedemptionDate at the Redemption Price upon not less than 30 nor more than 60 days’ notice to theClass B Non-Cumulative Preference Shareholders in accordance with Article 8(E)(9) below(which notice shall be irrevocable) specifying:





(b) an opinion of counsel or advisor to the Company experienced in such matters to theeffect that an Accounting Event has occurred. The delivery of such opinion shallconstitute conclusive evidence of the occurrence of an “Accounting Event” for allpurposes of this Article 8(E).

On the Early Redemption Date specified in such notice, the Company shall be bound toredeem the Class B Non-Cumulative Preference Shares by payment of the RedemptionPrice, at all times in accordance with and subject to the Act and the rules of the DesignatedStock Exchange.

If there is available to the Company the opportunity to eliminate the Accounting Event bypursuing some reasonable measure that will not have an adverse effect on the Company orthe Class B Non-Cumulative Preference Shareholders and will not involve any material costto the Company or the Class B Non-Cumulative Preference Shareholders, the Company willpursue that measure in lieu of redemption.

(v) Redemption Notice. Once a notice to redeem the Class B Non-Cumulative PreferenceShares has been given under any of Article 8(E)(4)(ii), 8(E)(4)(iii) or 8(E)(4)(iv), no similarnotice may be given under either of the other such Articles. If at any time the Class B Non-Cumulative Preference Shares may be redeemed under more than one such Article, theCompany may elect under which Article the notice of redemption is to be given.

(vi) Payments. Payments in respect of the amount due on redemption of a Class B Non-Cumulative Preference Share shall be made by cheque or such other method as the Boardmay specify in the relevant redemption notice not later than the date specified for thepurpose therein. Payment shall be made against presentation and surrender of the sharecertificate of the relevant Class B Non-Cumulative Preference Shares (if any) at the place orone of the places specified in the relevant redemption notice.

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APPENDIX

(vii) Discharge. A receipt given by the Class B Non-Cumulative Preference Shareholder for thetime being (or in the case of joint Class B Non-Cumulative Preference Shareholders by thefirst-named joint Class B Non-Cumulative Preference Shareholder) in respect of the amountpayable on redemption of the Class B Non-Cumulative Preference Share shall constitute anabsolute discharge to the Company.

(viii) Accrued Dividends. Any redemption of the Class B Non-Cumulative Preference Sharespursuant to this Article 8(E)(4) shall not prejudice the rights of Class B Non-CumulativePreference Shareholders whose Class B Non-Cumulative Preference Shares were soredeemed to receive any accrued but unpaid Dividend payable on the Redemption Date.

5. Voting

(i) General. Except as provided in this Article 8(E)(5), Class B Non-Cumulative PreferenceShareholders shall not be entitled to attend and vote at General Meetings.

(ii) Class Meetings. Class B Non-Cumulative Preference Shareholders shall be entitled toattend class meetings of Class B Non-Cumulative Preference Shareholders. Every Class BNon-Cumulative Preference Shareholder who is present in person at such class meetingsshall have on a show of hands one vote and on a poll one vote for every Class B Non-Cumulative Preference Share of which he is the Class B Non-Cumulative PreferenceShareholder. Notice of such class meetings shall be given in accordance with the proceduresin respect of notice of General Meetings as set out in these presents.

(iii) General Meetings. Class B Non-Cumulative Preference Shareholders have the same rightsas ordinary shareholders as regards receiving notices, reports and balance sheets, andattending General Meetings. If:

(a) General Meetings are convened for the purpose of reducing the capital of theCompany;

(b) General Meetings are convened for the purpose of winding up of the Company;

(c) General Meetings are convened for the purpose of sanctioning a sale of the whole orsubstantially the whole of the undertaking of the Company;

(d) General Meetings are convened where the proposal to be submitted to the meetingsdirectly affects their rights and privileges as Class B Non-Cumulative PreferenceShareholders; or

(e) Dividends (when, as and if declared by the Board) in respect of such number ofconsecutive Dividend Periods as shall be equal to or exceed 12 months have not beenpaid in full when due and payable,

then Class B Non-Cumulative Preference Shareholders shall have the right to receive noticeof, attend, speak and vote at such General Meetings, and in relation to paragraph (e), suchright shall continue until after the next following Dividend Date on which a Dividend is paid infull (or an amount equivalent to the Dividend to be paid in respect of the next DividendPeriod has been paid or irrevocably set aside in a separately designated trust account forpayment to the Class B Non-Cumulative Preference Shareholders). Every Class B Non-Cumulative Preference Shareholder who is present in person at such General Meetings shallhave on a show of hands one vote and on a poll one vote for every Class B Non-CumulativePreference Share of which he is the Class B Non-Cumulative Preference Shareholder.

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37

6. Taxation

All payments on the Class B Non-Cumulative Preference Shares will be made free and clear by theCompany without deduction or withholding for or on account of any present or future taxes, duties,assessments or governmental charges of whatever nature imposed by or on behalf of Singapore orany authority thereof or therein having power to tax (“Taxes”), unless such deduction or withholdingof such Taxes is required by Law.

In the event that any such withholding or deduction in respect of any payment on the Class B Non-Cumulative Preference Shares is required by Law, the Company will pay such additional amounts(“Additional Amounts”) as will result in the receipt by the Class B Non-Cumulative PreferenceShareholders of the amounts which would otherwise have been receivable in respect of suchpayment on the Class B Non-Cumulative Preference Shares in the absence of such withholding ordeduction, provided that no such Additional Amounts shall be payable in respect of any of theClass B Non-Cumulative Preference Shares:

(i) to or on behalf of a Class B Non-Cumulative Preference Shareholder or beneficial ownerwith respect to Class B Non-Cumulative Preference Shares which is:

(a) treated as a resident of Singapore or a permanent establishment in Singapore for taxpurposes; or

(b) who is liable for such taxes, duties, assessments or governmental charges in respectof the Class B Non-Cumulative Preference Shares by reason of his or its beingconnected with Singapore other than by reason only of the holding of any of the ClassB Non-Cumulative Preference Shares; and

(ii) to the extent that such Taxes would not have been required to be deducted or withheld butfor the failure to comply by the Class B Non-Cumulative Preference Shareholder or beneficialowner with respect to the Class B Non-Cumulative Preference Shares with a request of theCompany addressed to such Class B Non-Cumulative Preference Shareholder or beneficialowner to make any declaration of non-residence or other similar claim, which is required orimposed by a statute, treaty or administrative practice of Singapore, as the case may be, asa pre-condition to exemption from all or part of such Taxes.

7. Variations of Rights and Further Issues

Unless otherwise required by applicable law and notwithstanding any other provision of thesepresents, any variation or abrogation of the rights, preferences and privileges of the Class B Non-Cumulative Preference Shares by way of amendment of these presents or otherwise (including,without limitation, the authorisation or creation of any shares in the capital of the Company ranking,as to participation in the profits or assets of the Company, senior to the Class B Non-CumulativePreference Shares) shall require:

(i) the consent in writing of the holders of at least 75% of the outstanding Class B Non-Cumulative Preference Shares; or

(ii) the sanction of a special resolution passed at a separate class meeting of the Class B Non-Cumulative Preference Shareholders (the quorum at such class meeting to be such numberof Class B Non-Cumulative Preference Shareholders holding or representing not less thantwo-thirds of the outstanding Class B Non-Cumulative Preference Shares), provided that:

(a) no such consent or sanction shall be required if the change is solely of a formal, minoror technical nature or is to correct an error or cure an ambiguity (but such changeshall not reduce the amounts payable to Class B Non-Cumulative PreferenceShareholders, impose any material obligation on Class B Non-Cumulative PreferenceShareholders or materially adversely affect their voting rights);

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APPENDIX

(b) no such consent or sanction shall be required for the creation or issue of furthershares ranking pari passu with or junior to the Class B Non-Cumulative PreferenceShares (the creation or issue of such other shares, regardless of the dividends andother amounts payable in respect of such shares and whether and when suchdividends and other amounts may be so payable, shall not be deemed to be avariation or abrogation of the rights, preferences and privileges of the Class B Non-Cumulative Preference Shares); and

(c) no such consent or sanction shall be required for the redemption, purchase orcancellation of the Class B Non-Cumulative Preference Shares in accordance with thisArticle 8(E).

The Company shall cause a notice of any meeting at which any Class B Non-CumulativePreference Shareholder is entitled to vote, and any voting forms, to be mailed to each ClassB Non-Cumulative Preference Shareholder in accordance with Article 8(E)(9) below. Eachsuch notice shall include a statement setting forth (1) the date, time and place of suchmeeting, (2) a description of any resolution to be proposed for adoption at such meeting onwhich such shareholders are entitled to vote and (3) instructions for the delivery of proxies.

8. Transfer of Class B Non-Cumulative Preference Shares

An instrument of transfer of a share which is in certificated form must be in writing in any usualform or other form approved by the Board and must be executed by or on behalf of the transferorand by or on behalf of the transferee. The transferor shall remain the holder of the sharestransferred until the name of the transferee is entered in the register of members of the Companyin respect thereof.

The Board may, in the case of transfers of Class B Non-Cumulative Preference Shares incertificated form, at their absolute discretion and without assigning any reason therefor, refuse toregister:

(i) any transfer of a Class B Non-Cumulative Preference Share (not being a fully paid Class BNon-Cumulative Preference Share); provided that where any Class B Non-CumulativePreference Share is listed on the SGX-ST or any other stock exchange or quotation system,such discretion may not be exercised in such a way as to prevent dealings in the Class BNon-Cumulative Preference Shares from taking place on an open and proper basis; and

(ii) any transfer of a Class B Non-Cumulative Preference Share on which the Company has alien.

The Board may also decline to register a transfer unless the instrument of transfer is duly stamped(if so required).

The Class B Non-Cumulative Preference Shares are in registered form. The registration of sharetransfers may be suspended at such times and for such periods as the Board may determine notexceeding 30 days in any year.

9. Notices or Other Documents

(i) Delivery of Notice. Any notice or other document may be served by the Company upon anyClass B Non-Cumulative Preference Shareholder in the manner provided in these presents.Any such notice or document shall be deemed to be served and delivered in accordancewith these presents. An announcement via SGXNet will be made by the Company if ameeting of Class B Non-Cumulative Preference Shareholders is convened pursuant to thesepresents.

APPENDIX

39

(ii) Newspaper Publication. For so long as the Class B Non-Cumulative Preference Shares arelisted on the SGX-ST and the SGX-ST so requires, notice shall also be published in aleading English language daily newspaper having general circulation in Singapore.

10. Others

In the event of any conflict or inconsistency between the provisions of this Article 8(E) and theother provisions of these presents, the provisions of this Article 8(E) shall prevail.

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NOTICE OF EXTRAORDINARY GENERAL MEETING




NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the shareholders of Hyflux Ltd(the “Company”) will be held on 31 March 2011 at 2.00 p.m. at 202 Kallang Bahru, Hyflux Building,Singapore 339339 for the purpose of considering and, if thought fit, passing (with or withoutmodifications) the following resolutions:

SPECIAL RESOLUTION

Proposed Amendments to the Articles of Association of the Company

That the Articles of Association of the Company (the “Articles”) be and are hereby amended in themanner and to the extent as set out in the Appendix to the Company’s Circular to shareholders dated9 March 2011.

ORDINARY RESOLUTION

Proposed Preference Share Issue Mandate

That, subject to and contingent upon the Special Resolution above being approved, pursuant to Section161 of the Companies Act (Chapter 50) of Singapore and the Listing Manual of the Singapore ExchangeSecurities Trading Limited (the “Listing Manual”), authority be and is hereby given to the Directors to:

(a) issue the Class A Cumulative Preference Shares and Class B Non-Cumulative Preference Shares(collectively, the “Preference Shares”) referred to in the Memorandum and Articles of Association(the amendments of which are so approved as set out in the Special Resolution above) whether byway of rights, bonus or otherwise; and/or

(b) make or grant offers, agreements or options that might or would require Preference Shares referredto in sub-paragraph (a) above to be issued, not being ordinary shares to which the authority for thegeneral share issue mandate referred to in Resolution 7 of the Company’s Annual Report for thefinancial year ended 31 December 2009 relates,

at any time and upon such terms and conditions and for such purposes and to such persons as theDirectors may in their absolute discretion deem fit, and (notwithstanding the authority conferred by thisResolution may have ceased to be in force) issue Preference Shares referred to in sub-paragraph (a)above in pursuance of any offers, agreements or options made or granted by the Directors while thisResolution was in force, and (unless revoked or varied by the Company in general meeting) the authorityconferred by this Resolution shall continue in force until the conclusion of the next Annual GeneralMeeting of the Company or the date by which the next Annual General Meeting of the Company isrequired by law to be held, whichever is the earlier.

BY ORDER OF THE BOARD

Lim Poh FongCompany SecretarySingapore, 9 March 2011


41

Notes:

1. A member of the Company entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint not morethan two proxies to attend and vote in his stead.

2. A member of the Company which is a corporation is entitled to appoint its authorised representative or not more than twoproxies to vote on its behalf.

3. A proxy need not be a Shareholder.

4. An instrument of proxy must be duly deposited at the registered office of the Company at 202 Kallang Bahru, Hyflux Building,Singapore 339339 not later than 48 hours before the time appointed for the holding of the Extraordinary General Meeting.

IMPORTANT:

1. For investors who have used their CPF monies to buy shares in the capitalof Hyflux Ltd, this Circular is forwarded to them at the request of their CPFApproved Nominees and is sent solely FOR INFORMATION ONLY.

2. This Proxy Form is not valid for use by CPF investors and shall beineffective for all intents and purposes if used or purported to be used bythem.

HYFLUX LTD(Incorporated in the Republic of Singapore)(Company Registration Number: 200002722Z)

EXTRAORDINARY GENERAL MEETINGPROXY FORM

*I/We (Name), NRIC/Passport No.

of (Address)

being a *member/members of Hyflux Ltd (the “Company”) hereby appoint:

Name Address NRIC/Passport Proportion ofNo. Shareholding (%)

and/or*

or failing *him/her/them, the Chairman of the Extraordinary General Meeting or such other person theChairman may designate, as *my/our *proxy/proxies to attend and to vote for *me/us on *my/our behalfand, if necessary, to demand a poll at the Extraordinary General Meeting of the Company, to be held on31 March 2011 at 2.00 p.m. at 202 Kallang Bahru, Hyflux Building, Singapore 339339 and at anyadjournment thereof.

The Chairman intends to cast undirected proxy votes in favour of the proposed resolution. Where theChairman is appointed as *my/our *proxy/proxies, *I/we acknowledge that the Chairman may exercise*my/our proxy/proxies even if he has an interest in the outcome of the resolution.

*I/We direct *my/our *proxy/proxies to vote for or against the resolutions to be proposed at theExtraordinary General Meeting as indicated hereunder. If no specific direction as to voting is given, the*proxy/proxies will vote or abstain from voting at *his/their discretion, as *he/they will on any other matterarising at the Extraordinary General Meeting and at any adjournment thereof. If no person is named inthe above boxes, the Chairman of the Extraordinary General Meeting shall be *my/our *proxy/proxies tovote, for or against the resolutions to be proposed at the Extraordinary General Meeting as indicatedhereunder, for *me/us and on *my/our behalf at the Extraordinary General Meeting and at anyadjournment thereof.

No. SPECIAL RESOLUTION For Against

1. Proposed Amendment to the Articles of Association of the Company

No. ORDINARY RESOLUTION For Against

1. Proposed Preference Share Issue Mandate

If you wish to exercise all your votes “For” or “Against”, please tick (�) within the box provided. Alternatively, please indicate thenumber of votes as appropriate.

Dated this day of 2011

Signature(s) of Member(s)/Common Seal

*Delete accordingly

IMPORTANT: Please read the notes overleaf before completing this Proxy Form.

PROXY FORM

Total Number of Shares Held

�

Notes:

1. A Shareholder should insert (in the space provided) the total number of Shares held by him. If he has Shares entered againsthis name in the Depository Register (as defined in Section 130A of the Companies Act (Chapter 50) of Singapore), he shouldinsert that number of Shares. If a Shareholder has Shares registered in his name in the Register of Members of theCompany, he should insert that number of Shares. If a Shareholder has Shares entered against his name in the DepositoryRegister and Shares registered in his name in the Register of Members, he should insert the aggregate number of Sharesentered against his name in the Depository Register and registered in his name in the Register of Members. If no number isinserted, this form of proxy will be deemed to relate to all the Shares held by the Shareholder.

2. A Shareholder entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint not more than twoproxies to attend and vote on his behalf. A proxy need not be a Shareholder.

3. Where a Shareholder appoints more than one proxy, the appointments shall be invalid unless he specifies the proportion ofhis shareholding (expressed as a percentage of the whole) to be represented by each proxy.

4. The instrument appointing a proxy or proxies must be executed under the hand of the appointor or of his attorney dulyauthorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executedeither under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation.

5. The instrument appointing a proxy or proxies (together with the power of attorney, if any, under which it is signed or a certifiedcopy thereof) must be deposited at the registered office of the Company at 202 Kallang Bahru, Hyflux Building, Singapore339339 not later than 48 hours before the time appointed for the Extraordinary General Meeting.

6. Where an instrument appointing a proxy is signed on behalf of the appointor by an attorney, the power of attorney (or otherauthority) or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the instrumentof proxy, failing which the instrument may be treated as invalid.

7. A corporation which is a Shareholder may authorise by resolution of its directors or other governing body such person as itthinks fit to act as its representative at the Extraordinary General Meeting, in accordance with Section 179 of the CompaniesAct (Chapter 50) of Singapore.

8. The Company shall be entitled to reject an instrument of proxy which is incomplete, improperly completed, illegible or wherethe true intentions of the appointor are not ascertainable from the instructions of the appointor specified on the instrumentappointing a proxy or proxies. In addition, in the case of Shares entered in the Depository Register, the Company may rejectan instrument appointing a proxy or proxies lodged if such Shareholder, being the appointor, is not shown to have Sharesentered against his name in the Depository Register as at 48 hours before the time appointed for holding the ExtraordinaryGeneral Meeting, as certified by The Central Depository (Pte) Limited to the Company.

PROXY FORM