General Announcement::RULE 12.1 PUBLIC DEALING DISCLOSURE - POTENTIAL COMPLIANCE OFFER FOR SEMBCORP MARINE LTD

Morgan Stanley Asia	23 Church Street
(Singapore) Pte.	#16-01 Capital Square
(Co. Registration No.	Singapore 049481
199206298Z)	tel [phone]
	fax [phone]

POTENTAL MANDATORY GENERAL OFFER FOR SEMBCORP MARINE LTD

1. Introduction
   Morgan Stanley Asia (Singapore) Pte. ("MS Singapore") refers to the announcement (the "Rights Announcement") dated 24 June 2021 made by Sembcorp Marine Ltd (the "Company") in connection with its proposed renounceable underwritten rights issue to raise gross proceeds of approximately S$1.5 billion (the "Rights Issue") pursuant to which Startree Investments Pte. Ltd. ("Startree"), a wholly-owned subsidiary of Temasek Holdings (Private) Limited ("Temasek") has, among other things, committed to subscribe for its pro-rata entitlement and excess rights such that its total subscription will be up to 67.0% of the Rights Issue.
   As stated in the Rights Announcement, the fulfilment by Startree of the abovementioned commitment in connection with the Rights Issue may result in Temasek and its concert parties incurring an obligation to make a mandatory general offer (the "Compliance Offer") for the remaining shares in the Company, in compliance with Rule 14 of the Singapore Code on Take-overs and Mergers (the "Code").
   MS Singapore is the financial advisor to Startree in respect of the potential Compliance Offer and is required under the Code to make these disclosures.
2. Dealings
   Pursuant to Rule 12.1 of the Code and the Practice Statement on the Exemption of Connected Fund Managers and Principal Traders under the Code, MS Singapore wishes to report dealings by associates of MS Singapore in the securities of the Company ("Relevant Securities") for their own account or for the account of discretionary investment clients, details of which are set out in the table below.
   Notwithstanding the disclosures below and MS Singapore's appointment as financial advisor to Startree, shareholders of the Company should note that there is no certainty that Temasek and its concert parties will incur an obligation to make the Compliance Offer and that the Compliance Offer will be made.
   MS Singapore's disclosures pursuant to Rule 12 of the Code ("Rule 12 disclosures"), including those below, are made in compliance with its obligations under the Code. All trades in the Rule 12 disclosures are conducted in the ordinary course of business of the Morgan Stanley group, independent of the potential Compliance Offer, and will not affect the offer price under the Compliance Offer (if made).

Trades on ordinary shares of the Company:

Resultant total

Resultant

amount of

Price paid or

total

Name of MS

Number of

Total

Relevant

Price per

received (SGD)

percentage

Singapore's associate

Securities owned

ordinary

amount

of ordinary

and whether dealing

Nature of dealing

ordinary

or controlled by

Trade Date

shares

paid or

shares in the

as principal or for

share

the associate and

purchased

received

capital of

discretionary

(SGD)

investment

or sold

(SGD)

the

investment client

Highest

Lowest

accounts under

Company

discretionary

acquired1

management

Morgan Stanley & Co.

22-July-2021

International plc

Swap Hedge

Buy

100

0.104

0.104

0.104

10.40

26,639,547

0.2122%

(dealing as principal)

Derivatives Transactions:

Name of MS Singapore's associate

Number of

Nature of dealing

referenced

Price per

Total amount paid

Maturity Date

Trade Date

and whether dealing as principal or

securities

share (SGD)

or received (SGD)

for discretionary investment client

(ordinary shares)

22-July-2021

Morgan Stanley & Co. International plc

Swap

Sell

100

0.104

10.40

29-Apr-2022

(dealing as principal)

22-July-2021

Morgan Stanley Capital Services LLC

Swap

Buy

100

0.104

10.40

29-Apr-2022

(dealing as principal)

22-July-2021

Morgan Stanley Capital Services LLC

Swap

Sell

100

0.104

10.40

29-Apr-2022

(dealing as principal)

Issued by

Morgan Stanley Asia (Singapore) Pte.

_________________________________

Cheng Sok Theng

Managing Director Copy (via email) to: Sembcorp Marine Limited

1 Based on 12,555,229,044 shares of the Company in issue (excluding 416,840 treasury shares)