Keppel Ltd. · SGX:BN4

Keppel — Merger or Acquisition (November 2016)

10 slides from Keppel's merger presentation, Nov 3, 2016

1. Slide 1: A Briefing to Keppel's Analysts: Proposed Financial Restructuring by KrisEnergy

   A Briefing to Keppel’s Analysts Proposed Financial Restructuring by KrisEnergy 3 November 2016 1 1

2. Slide 2: Preserving KrisEnergy's underlying value

   Preserving KrisEnergy’s underlying value 1. Ensure KrisEnergy’s survival through the restructuring of existing notes and debt facilities. 2. Re-capitalise KrisEnergy for the benefit of all stakeholders. 3. Extend KrisEnergy’s operational runway, enabling the execution of its revised business plan fo

3. Slide 3: Re-capitalising KrisEnergy

   Re-capitalising KrisEnergy The proposed Preferential Offering seeks to:  Inject a lifeline for KrisEnergy to execute its revised business plan to generate future value for all stakeholders.  Give greater protection to Keppel and all other entitled shareholders in the form of a senior secured debt.

4. Slide 4: The proposed Zero Coupon Secured Notes

   The proposed Zero Coupon Secured Notes  KrisEnergy is proposing a Preferential Offering of up to S$140 million Zero Coupon Secured Notes with free detachable Warrants to all entitled shareholders, which is conditional upon inter alia Noteholders’ approval to restructure the Existing Notes.  Keppel

5. Slide 5: Addressing the funding gap

   Addressing the funding gap Relieving significant short to medium term liquidity pressure on KrisEnergy.  S$330 million Existing Notes due over the next 2 years will restrict KrisEnergy from executing its business plan and generating cash flows to repay debt.  The proposed Preferential Offering is

6. Slide 6: Support required from all stakeholders

   Support required from all stakeholders KrisEnergy’s arrangements with Shareholders and Bank Lenders are conditional upon inter alia the Noteholders’ approval to restructure the Existing Notes. •New capital injection through •Reduced remuneration Zero-Coupon Secured Notes & headcount •Potential equit

7. Slide 7: Transaction rationale

   Transaction rationale KrisEnergy is a valuable company that needs a lifeline  Keppel remains confident of KrisEnergy’s long term fundamentals, and believes that Keppel will continue to extract quality returns on its investment.  There is considerable value in KrisEnergy’s near term production deve

8. Slide 8: Transaction rationale (continued)

   Transaction rationale (continued) An investment based on merit  The proposed Zero Coupon Secured Notes injects new capital without additional equity.  The Warrants, with an exercise price at 20% discount to the 3-month VWAP of KrisEnergy’s share price, are valuable and will sufficiently compensate

9. Slide 9: Transaction rationale (continued)

   Transaction rationale (continued) Strategic collaboration with Keppel O&M  Keppel and KrisEnergy are working to establish a “preferred partner” relationship:  Keppel O&M to provide KrisEnergy with offshore and marine solutions, subject to regulatory constraints and competitive pricing.  Exciting

10. Slide 10: End

    End 10 iG) 3) Corporation

Keppel — Merger or Acquisition (November 2016) on 6ix