Keppel Ltd.

1 HarbourFront Avenue Level 2 Keppel Bay Tower Singapore 098632 T +65 6270 6666 keppel.com

UEN 196800351N

Responses to shareholders on substantial and relevant questions raised for

Keppel Ltd.'s Extraordinary General Meeting

Singapore, 13 April 2024 - Keppel Ltd. (the "Company") would like to thank shareholders for submitting questions ahead of the Company's Extraordinary General Meeting to be held on Friday, 19 April 2024 at

5.00 p.m. (or as soon thereafter following the conclusion or adjournment of the annual general meeting of the Company to be held at 3.00 p.m. on the same day and at the same venue).

The Company will not be providing individual responses to every question, instead, responses to substantial and relevant questions have been set out via the following topics:

  1. Resolution 1: Proposed Transactions, including:
    1. The Proposed Amendment and Extension of the Capacity Tolling Agreement Between Keppel Merlimau Cogen Pte Ltd, Keppel Electric Pte Ltd, and Keppel Infrastructure Holdings Pte. Ltd.; and
    2. The Proposed Amendment and Extension of the Operations and Maintenance Services Agreement Between Keppel Merlimau Cogen Pte Ltd, KMC O&M Pte. Ltd., and Keppel Infrastructure Holdings Pte. Ltd.
  2. Resolution 2: Proposed Subscription of New Units in Keppel Infrastructure Trust by Keppel Infrastructure Holdings Pte. Ltd. Pursuant to the KIT Equity Fund Raising.

Please refer to the Company's responses set out in Appendix 1.

By Order of the Board

Karen Teo/Samantha Teong

Company Secretaries

13 April 2024

1

Appendix 1

Resolution 1:

Proposed Transactions, including:

  1. The Proposed Amendment and Extension of the Capacity Tolling Agreement Between Keppel Merlimau Cogen Pte Ltd, Keppel Electric Pte Ltd, and Keppel Infrastructure Holdings Pte. Ltd.; and
  2. The Proposed Amendment and Extension of the Operations and Maintenance Services Agreement Between Keppel Merlimau Cogen Pte Ltd, KMC O&M Pte. Ltd., and Keppel Infrastructure Holdings Pte. Ltd.

S/N

Question

Response

1

Why is Keppel amending and

The KMC power plant is a strategic component of Keppel's

extending the Capacity Tolling

asset-light integrated power business, bolstering our

Agreement (CTA) and

Infrastructure Division's ability to provide customers with

Operations and Maintenance

stable and competitive power supply through its end-to-end

Services Agreement (OMSA)

value chain.

with Keppel Merlimau Cogen

Pte. Ltd. (KMC)?

The CTA, if amended and extended, is expected to generate

up to S$1,080 million in long term capacity payments for

KMC. This will provide a stable base of contracted cash flows

to underpin a refinancing of KMC's existing loan facility,

which will unlock value for both shareholders with the

resumption of the asset's contributions to Keppel and Keppel

Infrastructure Trust (KIT).

In addition, the OMSA between KMC and Keppel's

Infrastructure Division is also proposed to be amended and

extended by another 10 years to 2044, which is worth up to

about S$342.84 million1.

The extension of the CTA and the OMSA would strategically

position Keppel as one of the major power generators in the

Singapore electricity market and would further augment its

market position as a leading Singapore energy player.

2

What is the expected financial

For illustrative purposes only, on a pro forma basis, the

impact to Keppel arising from

Proposed Transactions would not result in any impact on the

these proposed transactions?

consolidated earnings per share, net tangible assets per

share and net debt ratio of Keppel Ltd. for the financial year

ended 31 December 2023.

3

Does Keppel have any plans to

There are no current plans to do so. We will make an

sell more of its direct interest in

announcement should there be any material developments.

KMC to KIT?

1 To be adjusted annually based on Singapore Consumer Price Index. 2

Resolution 2:

Proposed Subscription of New Units in Keppel Infrastructure Trust by Keppel Infrastructure Holdings Pte. Ltd. Pursuant to the KIT Equity Fund Raising

S/N

Question

Response

4

What is Keppel's rationale for

Keppel, through Keppel Infrastructure Holdings Pte. Ltd. is

participating in KIT's equity

the single largest direct KIT Unitholder and sponsor of KIT.

fundraising exercise? Does

Keppel is also the trustee-manager of KIT through Keppel

Keppel intend to increase its

Infrastructure Fund Management Pte. Ltd.

stake in KIT?

Through the equity fundraising, KIT seeks to partially fund the

proposed acquisition of Ventura Bus Lines, which is expected

to be Distribution Per Unit accretive and also expand KIT's

assets under management.

Keppel intends to subscribe up to its pro rata share of the

new KIT Units through the equity fundraising to maintain its

strategic stake in the Trust at approximately 18.21%.

Through this investment, Keppel will grow its assets under

management and at the same time benefit from potential

increases in distribution income from KIT and fees earned by

KIT's Trustee-Manager, which is indirectly wholly-owned by

Keppel.

5

How much does Keppel expect

The aggregate value of the Proposed KIT Subscription to the

to invest in the KIT Equity Fund

Company is estimated to be approximately S$91.1 million,

Raising?

being the maximum consideration for the acquisition of new

KIT Units, based on an illustrative issue price of S$0.471,

pursuant to the Proposed KIT Subscription.

3

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Disclaimer

Keppel Corporation Ltd. published this content on 13 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 April 2024 06:51:05 UTC.