Proposed Sale of Shareholding in Sembcorp Energy India Limited

September 5, 2022

Contents

  1. Objectives of Proposed Sale
  2. Transaction Overview
  3. Transaction Rationale
  4. Indicative Timeline

2 © Sembcorp Industries 2022

Objectives of Proposed Sale

1

2

3

4

5

Accelerate the

Stable

transformation

Protect

Strengthen

Preserve value

transition to a

of SCI's

SCI's balance

for

stakeholders'

proven and

portfolio from

sheet

shareholders

interests

trusted long-

brown to

term partner

green

3 © Sembcorp Industries 2022

Transaction Overview

  • Proposed Sale: Sembcorp Industries Ltd ("SCI"), through its wholly-owned subsidiary, Sembcorp Utilities Pte. Ltd. ("SCU"), is selling 100% of its shares in Sembcorp Energy India Limited ("SEIL"). SEIL shares ("SEIL Sale Shares") will be acquired by Tanweer Infrastructure Pte. Ltd. (the "Purchaser")

Proposed Transaction

  • Purchaser: The Purchaser is indirectly owned by a consortium (the "Tanweer Consortium") led by Oman Investment Corporation S.A.O.C. ("OIC"), the Ministry of Defence Pension Fund, Oman ("MODPF") and Dar Investment SPC ("Dar

Investment"). The Purchaser is a newly-incorporated entity formed for the purpose of acquiring SEIL

  • Project: SEIL is one of the largest independent power producers in India, operating two supercritical coal-fired power plants totalling 2,640MW
  • Base Purchase Price: The consideration for the SEIL Sale Shares payable by the Purchaser to SCU is INR117,338 million (approximately S$2,059 million1). The Base Purchase Price is 1.0x of the SEIL book value as of 30 June 20222
  • Final Purchase Price: The Base Purchase Price is subject to certain adjustments3 on and after the date of completion under the Share Purchase Agreement

Transaction Structure

  • Deferred payment note3 ("DPN"): On Completion, the Purchaser will settle the entire Final Purchase Price via a facility provided by SCU under a DPN. The DPN will bear interest at a rate per annum equal to 1.8% plus a benchmark rate equal to the Indian government 10-year bond yield spot rate, minus a greenhouse gas ("GHG") emissions intensity reduction incentive rate ("GHG Reduction Incentive Rate")3
  • Technical services agreement3 ("TSA"): In connection with the Proposed Sale, Sembcorp India Pvt Ltd (a wholly-owned subsidiary of SCU incorporated in India) ("Technical Advisor"), will upon Completion, enter into the TSA with SEIL to provide certain non-exclusive supporting and advisory services relating to technical, financial, environmental, regulatory, legal and corporate communications-related work, in order to continue the highest standards of reliability, operational efficiency and best practices in the management of the Project
  • Employees: Existing employees to be retained under ownership of the Purchaser

4 © Sembcorp Industries 2022

  1. Based on the Relevant Exchange Rate of SGDINR = 57 as at 30 Aug 2022 (the "Latest Practicable Date")
  2. SEIL's book value of INR114 billion as of 30 Jun 2022
  3. Please refer to SCI's announcement dated 5 Sep 2022, in relation to the proposed sale of SCU's entire shareholding in SEIL (the "Announcement") for further information on the adjustments, DPN, GHG emissions intensity reduction incentive rate and the TSA

TRANSACTION RATIONALE

1 Accelerate the Transformation of SCI's Portfolio from Brown to Green

GHG Emissions Intensity

(tCO2e/MWh)

0.6

0.54

0.51

0.4

0.5

0.32

0.4

0.3

0.2

0.1

0

2020

2021

2021

2025 Target

(pro forma)

  • Share of Total Group Capacity from Renewables

60%

39%

43%

51%

50%

40%

25%

30%

20%

10%

0%

2020

2021

1H22

1H22

(pro forma)

Absolute GHG Emissions

26.2

(million tCO2e)

10.4

2.7

Net-zero

2021

2021

2030 Target

2050 Target

(pro forma)

5 © Sembcorp Industries 2022

tCO2e/MWh: tonnes of carbon dioxide equivalent per megawatt hour

1 Before corporate costs and exceptional items

Share of Net Profit from

Sustainable Solutions1 (%)

1H22

1H22 pro forma

25%31%

2025 Target 70%

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SCI - SembCorp Industries Ltd. published this content on 05 September 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 September 2022 10:49:07 UTC.