Keppel : Signs Definitive Agreements In Connection With Proposed Combination Of Keppel O&M And Sembcorp Marine Download

27 April 2022

Proposed Combination of Keppel O&M & Sembcorp Marine and Resolution of Legacy Rigs

Disclaimer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION. THIS PRESENTATION SHALL NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL, SUBSCRIBE FOR OR BUY SECURITIES IN ANY JURISDICTION, INCLUDING IN THE UNITED STATES.

This presentation should be read in conjunction with the joint announcement released by Keppel Corporation Limited ("Keppel") and Sembcorp Marine Ltd ("Sembcorp Marine") on 27 April 2022 in relation to the proposed combination of Keppel Offshore & Marine Ltd ("Keppel O&M") and Sembcorp Marine (the "Joint Announcement" and such combination, the "Proposed Combination") and the announcement released by Keppel Corporation Limited ("Keppel") on 27 April 2022 in relation to the Proposed Combination (the "Keppel Announcement"). Copies of the Joint Announcement and the Keppel Announcement are available on the website of the SGX-ST athttp://www.sgx.com.

This presentation is for information purposes only and does not have regard to your specific investment objectives, financial situation or your particular needs. Any information in this presentation is not to be construed as investment or financial advice and does not constitute an invitation, offer or solicitation of any offer to acquire, purchase or subscribe for shares in Keppel (the "Shares"). The past performance of Keppel is not indicative of the future performance of Keppel.

Certain statements in this presentation may constitute "forward-looking statements", including forward-looking financial information. Such forward-looking statements and financial information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Keppel or industry results, to be materially different from any future results, performance or achievements, expressed or implied by such forward-looking statements and financial information. Such forward-looking statements and financial information are based on numerous assumptions regarding Keppel's present and future business strategies and the environment in which Keppel will operate in the future. Actual future performance, outcomes and results may differ materially from these forward-looking statements and financial information. As these statements and financial information reflect management's current views concerning future events, these statements and financial information necessarily involve risks, uncertainties and assumptions. These forward-looking statements speak only as at the date of this presentation. No assurance can be given that future events will occur, or that assumptions are correct.

Representative examples of these factors include (without limitation) general industry and economic conditions, capital availability, competition from similar developments, changes in operating expenses (including employee wages, benefits and training costs), property expenses and governmental and public policy changes. You are cautioned not to place undue reliance on these forward-looking statements, which are based on the current view of management regarding future events. No representation or warranty express or implied is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or opinions contained in this presentation. Neither Keppel nor any of its affiliates or representatives or Keppel's advisers (including J.P. Morgan) shall have any liability whatsoever for any loss howsoever arising, whether directly or indirectly, from any use of, reliance on or distribution of this presentation or its contents or otherwise arising in connection with this presentation. None of Keppel nor its affiliates or representatives or Keppel's advisers (including J.P. Morgan) undertakes any obligation to update publicly or revise any forward-looking statements.

The information and opinions contained in this presentation are subject to change without notice.

The presentation is qualified in its entirety by, and should be read in conjunction with, the full text of the Joint Announcement and the Keppel Announcement. In the event of any inconsistency or conflict between the Joint Announcement and the Keppel Announcement on one hand and the information contained in this presentation on the other, the Joint Announcement and the Keppel Announcement shall prevail.

Contents

• 1. Transaction overview

• 2. Strategic rationale

• 3. Financial impact

• 4. Appendix

Executing Vision 2030

The proposed combination of Keppel O&M & Sembcorp Marine and the resolution of Keppel O&M's legacy rigs achieves several Vision 2030 objectives:

Business transformation

Creating a premier global player offering offshore renewables, new energy and cleaner solutions in the O&M sector

Realising value

Realising S$9.42b value from O&M business and legacy assets. Proceeds received over time, in connection with the repayment of vendor notes issued by Asset Co as well as the cash component of S$500m, can be used to fund growth and create value for shareholders.

Discipline

Simplifying and focusing our business as a provider of solutions for sustainable urbanisation

Post transactions, Keppel will be more streamlined and focused, as one integrated business providing solutions for sustainable urbanisation

Summary of proposed transactions

Current structure

Post-transaction structure

100%

46%1

100%

100%100%

Less: Out-of-Scope

Assets

•  KOM (excluding KOM's legacy rigs & associated receivables and certain Out-of-Scope assets e.g. Floatel and Dyna-Mac) will combine with SCM

•  KCL will receive 56% stake in Combined Entity and S$0.5b in cash. KCL will distribute in-specie 46% stake in Combined Entity to KCL's shareholders ("DIS")

•  KOM's legacy rigs and associated receivables will be sold to a new and separate entity ("Asset Co"), 90%-owned by external investors

Note: 1 Portion of shares allotted to KCL, representing 10% of issued shares of the Combined Entity, will be put into a segregated account for certain identified contingent liabilities for a period of up to 48 months from the completion of the Proposed Combination