Circular to Unitholders in Relation to the Proposed Investment in, and Subsequent Funding of, Global Marine Group, One of the World's Largest Independent Subsea Cable Solutions Providers, as Interested Person Transactions

CIRCULAR TO UNITHOLDERS IN RELATION TO THE PROPOSED INVESTMENT IN, AND SUBSEQUENT FUNDING OF, GLOBAL MARINE GROUP, ONE OF THE WORLD'S LARGEST INDEPENDENT SUBSEA CABLE SOLUTIONS PROVIDERS, AS INTERESTED PERSON TRANSACTIONS

(Constituted in the Republic of Singapore as a business trust pursuant to a trust deed dated 5 January 2007 (as amended))

IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER IMMEDIATELY.

If you have sold or transferred all your units in Keppel Infrastructure Trust ("KIT", and the units in KIT, "Units"), you should immediately forward this Circular, together with the Notice of Extraordinary General Meeting and the accompanying Proxy Form in this Circular, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.

The Singapore Exchange Securities Trading Limited (the "SGX-ST") assumes no responsibility for the correctness or accuracy of any of the statements made, reports contained and opinions expressed in this Circular.

This Circular is issued to Unitholders solely for the purpose of convening the EGM and seeking the approval of Unitholders for the resolutions to be proposed at the EGM. This Circular does not constitute an offering document for the offer of any securities and no offer of any securities is being made in this Circular.

Managed by

Keppel Infrastructure Fund Management Pte. Ltd.

(as Trustee-Manager of Keppel Infrastructure Trust)

Independent Financial Adviser PrimePartners Corporate Finance Pte. Ltd. (Incorporated in the Republic of Singapore) (Company Registration No. 200207389D)

IMPORTANT NOTICE

The information in this section should be read with the full information contained in the rest of this Circular. If there should be any inconsistency or conflict between this section and the rest of this Circular, the rest of this Circular shall prevail. Nothing in this section is intended to be, or shall be taken as, advice, a recommendation or a solicitation to Unitholders or any other party. Meanings of defined terms may be found in the Definitions section of this Circular.

Transaction Overview

Proposed Transaction (Ordinary Resolution 1)

Proposed Subscription

For 46.7% effective interest

~US$91.7 million (~S$119.2 million)

&

KIT Equity Commitment

To support GMG growth plans

~US$52.6 million (~S$68.4 million)

Conditional upon passing of Ordinary Resolution 1,

Future Capital Injection (Ordinary Resolution 2)

• Post-Completion, JVCo may require further capital to support the continued growth of GMG and for working capital

  
  
  

  Funding

  Up to US$100.0 million (~S$130.0 million)

  Contributed in

  1 or more tranches

  Within

  5 years

• KIT may, but is not obliged to, participate in such Future Capital Injection

Overview of Global Marine Group

1. The Subscription Consideration was determined on a pari passu basis based on KIT's interest of 46.7% in JVCo which comprised (i) the proportionate share of the equity value of GMG after adjusting for the acquisition financing and related costs of approximately US$76.7 million (approximately S$99.7 million); and

   (ii) KIT Subscriber's relevant portion of the aggregate total transaction costs incurred by JVCo and/or any of its affiliates in connection with the Initial GMG Acquisition of approximately US$9.9 million (approximately S$12.9 million), in each case without any premium. The aforementioned transaction costs refer to acquisition-related costs, including various due diligence costs and transaction documentation costs, which are in line with costs typically incurred by KIT in other acquisitions.

2. Amounts do not add up to 100% due to rounding.

3. As of May 2024, excluding vessels for: (1) cable recovery and surveys only; and (2) shallow water local installation and maintenance only, as per Hardiman Commercial Due Diligence Report.

4. Based on 450,000 kilometres of subsea cables maintained by GMG, along with its partners, and the estimated global maintained subsea cable length as of 2024, as per Hardiman Commercial Due Diligence Report.

5. Based on 320,000 kilometres of subsea cables installed by GMG, and the estimated global installed subsea cable base length as of 2024, as per Hardiman Commercial Due Diligence Report.

6. Universal Joint ("UJ").

7. Based on FY 2024 audited accounts.

Key Investment Highlights

Strategic investment underpinned by strong fundamentals

1 Strong market fundamentals with favourable demand and supply dynamics

2 Market-leading positions across a complementary suite of subsea services

3 Recurring revenue from long-term contracts with cost pass-through

4 High barriers to entry and strong customer relationships

5

6 Leveraging Keppel's deep operating capabilities in the connectivity space

1

2

Strong Market Fundamentals with Favourable Demand and Supply Dynamics

a

Scale and Operational Excellence

Globally, as of March 2025,

• Managing and maintaining >450,000 km of subsea cables

• Installed >320,000 km of subsea cables

~20% of global installed subsea cable base length1

~31% of global maintained subsea cable length1

b

Significant Lead Time

Significant lead time to build new specialised cable vessels

1. As per Hardiman Commercial Due Diligence Report

Market-leading Positions Across a Complementary Suite of Subsea Services

Market leading position

% of FY 2024 Revenue1: ~80%

NAZ

(North America Zone)

ACMA

(Atlantic Cable Maintenance Agreement)

SEAIOCMA

(Southeast Asia and Indian Ocean Cable Maintenance Agreement)

5

Accretive Acquisition that

Strengthens Portfolio

6

Leveraging Keppel's Deep

Resiliency and Diversification

Operating Capabilities in the

Connectivity Space

Harness Keppel's operating capabilities in the connectivity space to unlock value and drive enhanced returns for GMG

Subsea cable development Operations and maintenance expertise Data centre development

*

Bifrost Cable System - a joint build agreement among Keppel, Meta and Telin - the world's first subsea cable system to directly connect Singapore to the west coast of North America via Indonesia, spanning over 20,000 km.

Global installation backlog provides medium-term cashflow visibility upside

Utilises allowable off-hire time to complete profitable regional short-haul projects

Track record of partnerships with blue-chip customers

UJ Technology: Continued uptake in essential cable jointing products and services

OceanIQ: Strong growth in recurring Data-as-a-Service ("DaaS") business backed by proprietary subsea cable database

Entry into digital infrastructure segment aligned with KIT's investment focus and enhances portfolio diversification

Fostered strong customer relationships in existing maintenance zones, underscoring its reputation for reliability and proven ability to renew maintenance contracts

3

4

Visible upsides

Contracted revenue base

Recurring Revenue from Long-term Contracts with Cost Pass-through

High Barriers to Entry and Strong Customer Relationships

Data centre

Shallow & deep water operations

ROV

Data centre

Route engineering

Terrestrial

Subsea cable

Terrestrial

Independent Financial Adviser ("IFA") PrimePartners Corporate Finance Pte. Ltd.

The IFA is of the opinion that Resolutions 1 and 2

are on normal commercial terms and are not prejudicial to the interests of KIT and its minority Unitholders.

Having considered the relevant factors, including the rationale for the Proposed Transaction and the Future Capital Injection, the IFA's opinion and the Audit and Risk Committee's statement, the Directors4 are of the opinion that the Proposed Transaction and the Future Capital Injection are in the best interests of KIT. Accordingly, the Directors recommend that:

Unitholders vote in favour of Ordinary Resolution 1 and Ordinary Resolution 2 in respect of the Proposed Transaction and the Future Capital Injection, respectively.

1. Based on FY 2024 audited accounts.

2. Based on average of ACMA, SEAIOCMA and NAZ.

3. Please refer to paragraph 12 of this Circular for further details on the pro forma financial effects.

4. Save for Mr Daniel Cuthbert Ee Hock Huat, Ms Christina Tan Hua Mui and Mr Ng Kin Sze, all of whom are not making a recommendation for the reasons set out in paragraph 15 of this Circular.

IMPORTANT NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

CORPORATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

INDICATIVE TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

LETTER TO UNITHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

INFORMATION ON GMG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

RATIONALE FOR THE PROPOSED TRANSACTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

MATERIAL TERMS OF THE SUBSCRIPTION AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . 21

SUMMARY OF THE SHA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

FUTURE CAPITAL INJECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

OTHER INFORMATION ON THE PROPOSED TRANSACTION AND THE FUTURE CAPITAL

INJECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

THE PROPOSED TRANSACTION AND THE FUTURE CAPITAL INJECTION AS INTERESTED

PERSON TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

CHAPTER 10 OF THE LISTING MANUAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

OPINION OF THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . . . . . . . . . . . . . . . . 36

STATEMENT OF THE AUDIT AND RISK COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

FINANCIAL EFFECTS OF THE PROPOSED SUBSCRIPTION, THE PROPOSED TRANSACTION AND THE PROPOSED TRANSACTION TOGETHER WITH THE FUTURE CAPITAL

INJECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

DIRECTORS' AND SUBSTANTIAL UNITHOLDERS' INTERESTS . . . . . . . . . . . . . . . . . . . . . . 41

DIRECTORS' SERVICE CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

ABSTENTION FROM VOTING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

DIRECTORS' RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

ACTIONS TO BE TAKEN BY UNITHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

DIRECTORS' RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

CONSENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

INSPECTION OF DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

APPENDIX A - LETTER FROM THE INDEPENDENT FINANCIAL ADVISER TO THE

INDEPENDENT DIRECTORS AND THE AUDIT AND RISK COMMITTEE . . . . . . . . . . . . . . . A-1 NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1 PROXY FORM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1

Investors have no right to request the Trustee-Manager to redeem their Units while the Units are listed. It is intended that Unitholders may only deal in their Units through trading on the SGX-ST. Listing of the Units on the SGX-ST does not guarantee a liquid market for the Units.

The past performance of KIT is not necessarily indicative of the future performance of KIT.

: Mr Daniel Cuthbert Ee Hock Huat (Independent Director and Chairman of the Board)

Ms Chong Suk Shien (Independent Director)

Mr Adrian Chan Pengee (Independent Director) Mr Ng Kin Sze (Independent Director)

Mr Khor Poh Hwa (Independent Director) Ms Eng Chin Chin (Independent Director)

Ms Christina Tan Hua Mui (Non-Executive and Non-Independent Director)

: 1 HarbourFront Avenue #18-01 Keppel Bay Tower Singapore 098632

: Allen & Gledhill LLP

One Marina Boulevard #28-00 Singapore 018989

16 Collyer Quay

#10-00, Collyer Quay Centre Singapore 049318

: Boardroom Corporate & Advisory Services Pte Ltd 1 HarbourFront Avenue

#14-07 Keppel Bay Tower Singapore 098632

The timetable for the events which are scheduled to take place after the EGM is indicative only and is subject to change at the Trustee-Manager's discretion. Any changes (including any determination of the relevant dates) to the timetable below will be announced by the Trustee-Manager via SGXNet.

Last date and time for submission of questions in advance of the EGM

: Thursday, 30 October 2025 at 10.30 a.m. (Singapore time)

Last date and time for KIT to publish responses to questions received

: Friday, 7 November 2025 at 10.30 a.m. (Singapore time)

Last date and time for lodgement of Proxy Forms

: Sunday, 9 November 2025 at 10.30 a.m. (Singapore time)

Date and time of the EGM : Tuesday, 11 November 2025 at 10.30 a.m.

(Singapore time)

Place of the EGM : Suntec Singapore Convention & Exhibition Centre, Summit 1, Level 3, 1 Raffles

Boulevard, Singapore 039593

Expected Completion Date : On or before 30 November 2025

For the purpose of this Circular, the following definitions apply throughout unless the context otherwise requires or unless otherwise stated:

"ACMA" : The Atlantic Cable Maintenance Agreement

"Acquisition Fee" : Shall have the meaning ascribed to it at paragraph 7.3

of this Circular

"Associate" : In the case of a business trust:

1. in relation to any director, chief executive officer, or controlling shareholder of the trustee-manager, substantial unit-holder or shareholder of the trustee-manager, substantial unit-holder or controlling unitholder of the business trust (being an individual) means:

   1. his spouse, child, adopted child, step-child, sibling and parent (collectively, "immediate family");

   2. the trustees of any trust of which he or his immediate family is a beneficiary or, in the case of a discretionary trust, is a discretionary object; and

   3. any company in which he and his immediate family together (directly or indirectly) have an interest of 30% or more; and

2. in relation to the controlling shareholder of the trustee-manager or substantial unit-holder or controlling unit-holder of the business trust (being a company) means any other company which is its subsidiary or holding company or is a subsidiary of such holding company or one in the equity of which it and/or such other company or companies taken together (directly or indirectly) have an interest of 30% or more

"Audit and Risk Committee"

: Audit and Risk Committee of the Trustee-Manager (comprising Mr Adrian Chan Pengee, Mr Daniel Cuthbert Ee Hock Huat and Ms Eng Chin Chin)

"Board" : The board of Directors of the Trustee-Manager

"Business" : The business, as the same relates to the subsea vessel industry, conducted on a global basis by JVCo and/or any JVCo Subsidiary from time to time

"Business Day" : Any day other than Saturday, Sunday or any other day

on which (a) the Federal Reserve Bank of New York is closed, (b) The Bank of England is closed or (c) banks in Singapore are closed

"Business Trusts Act" : The Business Trusts Act 2004 of Singapore (including all

subsidiary legislation made thereunder) as modified, supplemented or amended from time to time

"Capital Structure Amendment"

: Shall have the meaning ascribed to it in paragraph 1.2 of this Circular

"CDP" : The Central Depository (Pte) Limited

"CFIUS" : The Committee on Foreign Investment in the United States

"Circular" : This circular to Unitholders dated 22 October 2025 in relation to the Proposed Transaction and the Future Capital Injection

"Companies Act" : The Companies Act 1967 of Singapore, as modified,

supplemented or amended from time to time

"Completion" : Completion of the Proposed Subscription in accordance

with the terms of the Subscription Agreement "Completion Date" : The date on which Completion takes place

"Conditions" : The conditions to which Completion is subject under the

terms of the Subscription Agreement, as set out in paragraph 4.2 of this Circular

"Controlling Unitholder" : A person who:

1. holds directly or indirectly 15% or more of the total voting rights in KIT (unless the SGX-ST has determined such person not to be a Controlling Unitholder); or

2. in fact exercises control over KIT

"Co-Investor" : A co-investor of KIF

"DaaS" : Data-as-a-Service

"Deadlock Matter" : Shall have the meaning ascribed to it at paragraph 5.5

of this Circular

"Deadlock Notice" : Shall have the meaning ascribed to it at paragraph 5.5

of this Circular

"Default Call Option" : Shall have the meaning ascribed to it in paragraph 5.8

of this Circular

"DIPU" : Distributable income per Unit

"Directors" : The directors of the Trustee-Manager

"Disenfranchised JVCo Shareholder"

: Shall have the meaning ascribed to it in paragraph 5.8 of this Circular

"Distributable Income" : FFO less mandatory debt repayment and other charges,

credits or adjustments as deemed appropriate by the Trustee-Manager, for the relevant period

"DPU" : Distribution per Unit

"EBITDA Margin" : Ratio of earnings before interest, taxes, depreciation

and amortisation to total revenue

"EGM" : The extraordinary general meeting of KIT to be held at Suntec Singapore Convention & Exhibition Centre, Summit 1, Level 3, 1 Raffles Boulevard, Singapore

039593 on Tuesday, 11 November 2025 at 10.30 a.m. (Singapore time), notice of which is given in the Notice of EGM set out on pages B-1 to B-4 of this Circular (or any adjournment thereof)

"Event of Default" : Shall have the meaning ascribed to it in paragraph 5.8

of this Circular

"FDI Law" : The National Security and Investment Act 2021 of the UK (and any regulations made or issued thereunder) as modified, supplemented or amended from time to time

"FFO" : Funds from operations, calculated as profit after tax adjusted for reduction in concession or lease receivables, transaction costs, non-cash interest and current cash tax, maintenance capital expenditure, non-cash adjustments and non-controlling interest adjustments

"Funding" : Shall have the meaning ascribed to it at paragraph 5.6 of this Circular

of this Circular

"FY2024" : Financial year ended 31 December 2024

"FY2025" : Financial year ending 31 December 2025

"GMG" : Global Marine Group

"GMG Group" : GMG and its subsidiaries

"Hardiman" : Hardiman Telecommunications Limited

"Hardiman Commercial Due Diligence Report"

: The commercial due diligence report dated 14 May 2024 prepared by Hardiman

"IFA" or "Independent Financial Adviser"

: PrimePartners Corporate Finance Pte. Ltd.

"IFA Letter" : The letter from the IFA to the Independent Directors dated 22 October 2025, which is set out in Appendix A to this Circular

"Independent Directors" : The Directors who are regarded as independent in

respect of the Proposed Transaction and the Future Capital Injection, being Ms Chong Suk Shien, Mr Adrian Chan Pengee, Mr Khor Poh Hwa and Ms Eng Chin Chin

"Initial GMG Acquisition" : The acquisition of a 100% stake in GMG by KIF and the

Co-Investor from investment affiliates of J.F. Lehman & Company, which completed on 4 March 2025

"Interest-free Shareholder Loan"

: Shall have the meaning ascribed to it in paragraph 1.2 of this Circular

"JVCo" : Pangea UK Holdco Limited

"JVCo Board" : The board of directors of JVCo

"JVCo Board Reserved Matters"

: Shall have the meaning ascribed to it at paragraph 5.4 of this Circular

"JVCo Group" : JVCo and its subsidiaries from time to time and "JVCo

"JVCo Shares" : The shares in JVCo in issue from time to time "JVCo Shareholder" : A registered holder of shares in JVCo

"JVCo Shareholder Reserved Matters"

: Shall have the meaning ascribed to it at paragraph 5.4 of this Circular

"JVCo Subsidiary" : Any legal entity and non-incorporated association controlled by JVCo

"Keppel" : Keppel Ltd., a company incorporated in the Republic of Singapore, and a Substantial Unitholder of KIT

"KIF" : Keppel Infrastructure Fund, LP

"KIF Appointee Director" : A director appointed by MidCo to the JVCo Board in

accordance with the terms of the SHA

"KIHPL" : Keppel Infrastructure Holdings Pte. Ltd., a company incorporated in the Republic of Singapore and a wholly-owned subsidiary of Keppel

"KIT" : Keppel Infrastructure Trust, a business trust constituted in the Republic of Singapore pursuant to the Trust Deed and registered with MAS

"KIT Appointee Director" : A director appointed by the KIT Subscriber to the JVCo

Board in accordance with the terms of the SHA

"KIT Equity Commitment" : KIT's share of the funding commitments which KIF (on

behalf of itself and the Co-Investor) and KIT are required to provide in proportion to their effective pro-rata stakes in JVCo in accordance with the terms of the SHA

"KIT Group" : KIT and its subsidiaries

"KIT Subscriber" : Wavecrest Infra Pte. Ltd., a wholly-owned subsidiary of

KIT

"Latest Practicable Date" : 30 September 2025, being the latest practicable date

prior to the printing of this Circular

"Listing Manual" : The listing manual of the SGX-ST, as modified,

supplemented or amended from time to time

"Longstop Date" : 5 p.m. on 30 November 2025 or such later time and date

as may be agreed in writing between MidCo, JVCo and the KIT Subscriber

"Market Day" : A day on which the SGX-ST is open for trading in

securities

"MidCo" : Pangea Midco Pte. Ltd.

"NAV" : Net asset value

"NAZ" : The North American Zone

"Net Gearing" : Net debt of the KIT Group divided by the total assets of

the KIT Group

"Notice of EGM" : The notice of the EGM which is set out on pages B-1 to B-4 of this Circular

"NTA" : Net tangible assets

"Ordinary Resolution 1" : The Ordinary Resolution in relation to the Proposed

Transaction

"Ordinary Resolution 2" : The Ordinary Resolution in relation to the Future

Capital Injection

"Ordinary Resolutions" : The Ordinary Resolutions in relation to the Proposed

Transaction and the Future Capital Injection

"Proposed Subscription" : The proposed subscription for the Subscription Shares

by the KIT Subscriber in accordance with the terms of the Subscription Agreement

"Proposed Transaction" : Comprising the Proposed Subscription and the KIT Equity Commitment

"Register" : The register of Unitholders kept in accordance with the Trust Deed

"Relevant Securities" : In respect of any JVCo Group Company from time to

time, (a) any share, participation interest or other equity security in or issued by such person from time to time and (b) any security, agreement or instrument which contains or provides for any right to subscribe or exchange for, convert into or otherwise call for any issue of any share(s), participation interests or other equity securities in or issued by such JVCo Group Company from time to time

"ROFR Transferee" : Shall have the meaning ascribed to it in paragraph 5.1

of this Circular

"ROFR Offered Shares" : Shall have the meaning ascribed to it in paragraph 5.1

of this Circular

"SEAIOCMA" : The Southeast Asia and Indian Ocean Maintenance

Agreement

"Securities Account" : A securities account maintained by a Depositor with

CDP (but not including a securities sub-account)

"Securities and Futures Act"

: The Securities and Futures Act 2001 of Singapore, as modified, supplemented or amended from time to time

"SGX-ST" : Singapore Exchange Securities Trading Limited

"SGXNet" : The SGXNet Corporate Announcement System

"SHA" : The shareholders' agreement to be entered into between the KIT Subscriber, JVCo and MidCo at Completion in respect of the governance and other affairs of JVCo, as amended, varied or supplemented from time to time

"Subscription Agreement"

: The share subscription agreement dated 31 March 2025 entered into between the KIT Subscriber, MidCo and JVCo, in relation to the subscription for the Subscription Shares by the KIT Subscriber, as amended and supplemented by the Supplemental Deeds and as may be further amended, varied or supplemented from time to time

"Subscription Consideration"

: The subscription consideration to be paid or advanced (as applicable) by the KIT Subscriber to JVCo in cash on the Completion Date

"Subscription Price" : The subscription price payable for the Subscription

Shares

"Subscription Shares" : 1,400 ordinary shares in JVCo, representing

approximately 46.7% of the enlarged capital of JVCo

"Substantial Unitholder" : A person who has an interest or interests in Units

representing not less than 5% of the total voting rights of all the Unitholders

"Supplemental Deeds" : Collectively, the first supplemental deed to the

Subscription Agreement dated 13 September 2025 and the second supplemental deed to the Subscription Agreement dated 22 October 2025, each entered into between the KIT Subscriber, MidCo and JVCo

"Temasek" : Temasek Holdings (Private) Limited

"Temasek Entities" : Temasek's subsidiaries which are Unitholders

"Ticker Amount" : The ticking fee to be paid by the KIT Subscriber to

MidCo (or its affiliate) in cash on the Completion Date

"Total Investment Amount"

: The aggregate investment amount to be paid by the KIT Subscriber under the Proposed Subscription in accordance with the terms of the Subscription Agreement

"Trust Deed" : The trust deed dated 5 January 2007 constituting KIT, as

amended and restated by an Amendment and Restatement Deed dated 18 May 2015, and as supplemented by a First Supplemental Deed dated

17 April 2018, a Second Supplemental Deed dated

28 April 2022 and a Third Supplemental Deed dated 18 April 2023

"Trustee-Manager" : Keppel Infrastructure Fund Management Pte. Ltd.,

acting in its capacity as trustee-manager of KIT

"UJ" : Universal Joint

"UK" : The United Kingdom

"Unit" : An undivided interest in KIT, as provided for in the Trust Deed

"Unitholders" : Persons who are registered as holders of Units in the

Register including persons so registered as joint holders, except that where the registered holder is CDP, the term "Unitholders" shall, in relation to such Units, mean the persons named as depositors in the Depository Register and whose Securities Account are credited with Units

"Vendor SHL" : Shall have the meaning ascribed to it at paragraph 7.2

of this Circular

"Vendor SHL Interest" : Shall have the meaning ascribed to it at paragraph 7.2

of this Circular

"Vessel" : Shall have the meaning ascribed to it in paragraph 12 of this Circular

"W&I Insurance Policy" : The warranty and indemnity insurance policy procured

by the KIT Subscriber in accordance with the terms of the Subscription Agreement

"S$" and "S$ cents" : Singapore dollars and cents, respectively, being the

lawful currency of the Republic of Singapore

"US$" : United States dollars, being the lawful currency of the United States of America

"%" or "per cent." : Per centum or percentage

"£" : Pounds sterling, being the lawful currency of the United Kingdom

All references to (a) the "Trustee-Manager" are to it acting in its capacity as trustee-manager of KIT, and (b) "KIT" are to it acting through the Trustee-Manager.

The term "subsidiary" shall have the meaning ascribed to it in the Companies Act.

The terms "Depositor" and "Depository Register" shall have the meanings ascribed to them respectively in Section 81SF of the Securities and Futures Act.

Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall include corporations.

Any reference in this Circular to any enactment is a reference to that enactment for the time being amended or re-enacted. Any term defined under the Companies Act, the Business Trusts Act, the Securities and Futures Act, the Listing Manual or any modification thereof and not otherwise defined in this Circular shall, where applicable, have the same meaning ascribed to it thereunder, as the case may be, unless otherwise provided. Summaries of the provisions of any laws and regulations (including the Listing Manual) contained in this Circular are of such laws and regulations (including the Listing Manual) as at the Latest Practicable Date.

For illustrative purposes, certain US$ amounts have been translated into S$. Unless otherwise indicated, such translations have been made based on the illustrative exchange rate of US$1 : S$1.3. Such translations should not be construed as representations that US$ amounts referred to could have been, or could be, converted into S$, as the case may be, at that or any other rate or at all.

Any reference to a time of day and date in this Circular shall be a reference to Singapore time unless otherwise stated.

Any discrepancies in this Circular between the listed amounts and the totals thereof are due to rounding. Accordingly, figures shown as totals in this Circular may not be an arithmetic aggregation of the figures that precede them.

The sums of the individual percentages in this Circular may not amount to 100% due to rounding.

(Business Trust Registration No. 2007001) (Constituted in the Republic of Singapore as a business trust pursuant to a trust deed dated 5 January 2007 (as amended))

Mr Daniel Cuthbert Ee Hock Huat

(Independent Director and Chairman of the Board) Ms Chong Suk Shien (Independent Director)

Mr Adrian Chan Pengee (Independent Director) Mr Ng Kin Sze (Independent Director)

Mr Khor Poh Hwa (Independent Director) Ms Eng Chin Chin (Independent Director)

Ms Christina Tan Hua Mui (Non-Executive and Non-Independent Director)

1 HarbourFront Avenue #18-01 Keppel Bay Tower Singapore 098632

22 October 2025

To: The Unitholders of Keppel Infrastructure Trust Dear Sir/Madam,

1. INTRODUCTION
   1. Keppel Infrastructure Fund, LP ("KIF") Acquisition of GMG

      On 4 March 2025, KIF and a co-investor of KIF (the "Co-Investor") completed the acquisition of a 100% stake in GMG from investment affiliates of J.F. Lehman & Company (the "Initial GMG Acquisition"). As at the Latest Practicable Date, KIF's and the Co-Investor's entire stake in GMG is indirectly held through a series of holding vehicles, which includes:

      1. Pangea Midco Pte. Ltd. ("MidCo"), which is a private company limited by shares incorporated in Singapore on 16 July 2024 with an issued and paid-up share capital of US$1 comprising one ordinary share; and

      2. Pangea UK Holdco Limited ("JVCo"), which is a private limited company incorporated in England and Wales on 23 July 2024 with an issued and paid-up share capital of £1,600 comprising 1,600 ordinary shares.

         As at the Latest Practicable Date, KIF and the Co-Investor, through MidCo, respectively hold an effective interest of 93.3% and 6.7% in JVCo.

   2. KIT Acquisition of Interest in GMG

      On 1 April 2025, Keppel Infrastructure Fund Management Pte. Ltd., acting in its capacity as the trustee-manager of KIT (the "Trustee-Manager"), announced that a wholly-owned subsidiary of KIT, being Wavecrest Infra Pte. Ltd. (the "KIT Subscriber"), had on 31 March 2025 entered into a share subscription agreement (as may be further amended, varied or supplemented from time to time, the "Subscription Agreement") with MidCo and JVCo, to subscribe for 1,400 ordinary shares in the capital of JVCo (the "Subscription Shares") representing approximately 46.7% of the enlarged capital of JVCo (the "Proposed Subscription"). The remaining stake of approximately 53.3% of the enlarged capital of JVCo will be directly held by MidCo and indirectly held by KIF and the Co-Investor.

      Immediately following completion of the Proposed Subscription ("Completion"), it is expected that KIT, KIF and the Co-Investor will have an effective interest in JVCo of approximately 46.7%, approximately 46.7% and approximately 6.7%, respectively1. As JVCo holds an indirect 100% stake in GMG, the Proposed Subscription will grant KIT, through its interest in JVCo, an effective ownership of approximately 46.7% of GMG.

      A diagrammatic representation of the simplified shareholding structure of GMG immediately following Completion (showing the indirect interests of KIT, KIF and the Co-Investor in GMG) is set out below:

      Co-Investor

46.7%*

87.5%* 12.5%*

53.3%

100%*

*Indirect interest

Under the terms of the Subscription Agreement, the aggregate investment amount payable by the KIT Subscriber under the Proposed Subscription (the "Total Investment Amount") is estimated at approximately US$91.7 million (approximately S$119.2 million), comprising (a) a subscription consideration equal to approximately US$86.6 million (approximately S$112.6 million) which includes the subscription price for the Subscription Shares (the "Subscription Price") and an interest-free shareholder loan (the "Interest-free Shareholder Loan", and together with the Subscription Price, the "Subscription Consideration") and (b) a ticking fee estimated at approximately US$5.1 million (approximately S$6.7 million), assuming Completion takes place on the Longstop Date (as defined below) (the "Ticker Amount"). Please refer to paragraph 4.1 of this Circular for more details on the Total Investment Amount.

1. Following Completion, KIF and the Co-Investor will have an effective interest in MidCo of approximately 87.5% and approximately 12.5%, respectively.

   On 13 September 2025, the KIT Subscriber, MidCo and JVCo entered into a first supplemental deed to the Subscription Agreement and on 22 October 2025, a second supplemental deed to the Subscription Agreement (collectively, the "Supplemental Deeds") to, among others, effect an amendment of the capital structure of JVCo immediately following Completion (the "Capital Structure Amendment"). Prior to the Capital Structure Amendment, the Subscription Agreement provided that the total Subscription Price for 1,400 Subscription Shares was equal to US$1,778 (approximately S$2,311) and the Interest-free Shareholder Loan was approximately US$86.6 million (approximately S$112.6 million). The parties have agreed to reduce the Interest-free Shareholder Loan by approximately US$27.3 million (approximately S$35.5 million) and correspondingly increase the total Subscription Price for the 1,400 Subscription Shares by the same amount. For the avoidance of doubt, the Capital Structure Amendment does not change the overall quantum of the Subscription Consideration or the Total Investment Amount payable by the KIT Subscriber under the Proposed Subscription. Post-Completion and partial repayment of an existing shareholder loan provided by MidCo to JVCo, the KIT Subscriber and MidCo will have contributed the same mix of equity and interest free shareholder loans to the JVCo on the same terms (including ranking of the shareholder loans) and valuation, and in proportion to their interest in JVCo. Please refer to paragraph 4.1 of this Circular for more details on the Total Investment Amount.

   Further, the Subscription Agreement provides that the KIT Subscriber, JVCo and MidCo have agreed to enter into a shareholders' agreement (the "SHA") at Completion in respect of the governance and other affairs of JVCo. The terms of the SHA are intended to reflect that the KIT Subscriber and MidCo shall have joint control of JVCo post-Completion. The SHA provides that post-Completion, MidCo and the KIT Subscriber shall undertake to participate in any further equity and/or debt financing in proportion to their effective pro-rata stakes in JVCo and to take such steps as may be necessary to procure that such amounts are readily available from time to time or that they have the ability to call for such amounts from time to time on reasonable notice. The KIT Subscriber's share of such funding commitments is currently expected to amount up to approximately US$52.6 million (approximately S$68.4 million) and be fully deployed approximately within the next three years after Completion based on current projections for the purposes of funding GMG's growth plans (the "KIT Equity Commitment", and together with the Proposed Subscription, the "Proposed Transaction"). Such KIT Equity Commitment may be in the form of a shareholder loan, an issuance of shares or other forms of economic participation. Please refer to paragraph 5 of this Circular for a description of the material terms of the SHA.

   Completion is subject to, among others, the approval of Unitholders for the transactions contemplated by the Subscription Agreement, including the delivery by the KIT Subscriber of an announcement on the SGX-ST of such approval to MidCo. Please refer to paragraph 4.2 of this Circular for a description of the conditions to which Completion is subject under the terms of the Subscription Agreement.

   Post-Completion, JVCo may require further capital from the JVCo Shareholders for the purposes of supporting the continued growth of GMG and for working capital, including investments in additional capacity, vessels and related infrastructure, as well as strategic bolt-on acquisitions (the "Future Capital Injection"). The KIT Subscriber will consider such further capital requirements and may, but is not obliged to, participate in such Future Capital Injection if it considers it appropriate by providing further equity and/or debt financing to JVCo, based on, amongst others, JVCo's growth plans and funding needs. If applicable, the Future Capital Injection will be contributed by the JVCo Shareholders on the same terms and in proportion to their respective shareholdings in JVCo. The aggregate amount of funding to be provided by the KIT

   Subscriber under the Future Capital Injection shall not exceed US$100.0 million (approximately S$130.0 million) or its equivalent in other currencies. If provided, the Future Capital Injection may be contributed in one or more tranches and completed within five years following Completion. Unitholders' approval is accordingly being sought for the Future Capital Injection. For the avoidance of doubt, such approval sought is in addition to that sought for the KIT Equity Commitment (as part of the approval for the Proposed Transaction). Additionally, even if approval for the Future Capital Injection is granted, the KIT Subscriber may, but is not obliged to, participate in such Future Capital Injection.

   1. 1. Interested Person Transactions

         The Proposed Transaction and the Future Capital Injection constitute interested person transactions under Chapter 9 of the Listing Manual. Please refer to paragraph 8 of this Circular for further details. Accordingly, Unitholders' approval is being sought for the ordinary resolutions (the "Ordinary Resolutions") to be proposed at the EGM in connection with the Proposed Transaction and the Future Capital Injection. The Notice of EGM is set out on pages B-1 to B-4 of this Circular.

      2. EGM

         The Trustee-Manager is convening an EGM of KIT to seek the approval of Unitholders by way of Ordinary Resolutions for the Proposed Transaction and the Future Capital Injection as interested person transactions under Chapter 9 of the Listing Manual.

         The purpose of this Circular is to provide Unitholders with relevant information relating to the Proposed Transaction and the Future Capital Injection, and to seek Unitholders' approval for the Proposed Transaction and the Future Capital Injection at the EGM, notice of which is set out on pages B-1 to B-4 of this Circular.

   2. INFORMATION ON GMG

      Headquartered in the United Kingdom ("UK") and with a legacy dating to the 1850's, GMG is one of the world's largest independent subsea cable solutions providers. Operating a fleet of six specialised vessels, GMG provides mission-critical maintenance and installation services for subsea cable infrastructure, which are essential for global telecommunication and data transfer.

      GMG operates in a market with a limited global vessel supply (with only 54 vessels available globally2) and high barriers to entry requiring significant capital investment in specialised vessels for new entrants. As a leading player in the subsea cable industry, GMG maintains approximately 31% of the global maintained subsea cable length3and has installed approximately 20% of global installed subsea cable base length.4

      GMG's business model is underpinned by highly predictable and defensive cash flows, and approximately 80% of GMG's revenue for the financial year ended 31 December 2024 is backed by long-term maintenance zone contracts and charter contracts with a broad base of top-tier customers, including telecommunications companies, hyperscalers, and global equipment suppliers. These contracts include contractual

2. As of May 2024, excluding vessels for: (1) cable recovery and surveys only; and (2) shallow water local installation and maintenance only, as per a commercial due diligence report dated 14 May 2024 (the "Hardiman Commercial Due Diligence Report") prepared by Hardiman Telecommunications Limited ("Hardiman").

3. Based on 450,000 kilometres of subsea cables maintained by GMG, along with its partners, and the estimated global maintained subsea cable length as of 2024, as per Hardiman Commercial Due Diligence Report.

4. Based on 320,000 kilometres of subsea cables installed by GMG, and the estimated global installed subsea cable base length as of 2024, as per Hardiman Commercial Due Diligence Report.

   inflation adjustments and the ability to pass-through related operational costs, providing visibility into GMG's profitability.

   With a scarce supply of specialised vessels and an established market position underpinned by long-term contracts, GMG's business has high barriers to entry and is expected to remain resilient.

   GMG comprises the following five business units:

   1. Cable Maintenance: Provides subsea cable maintenance solutions and protects critical global infrastructure through fixed annual standby fees and recurring repair revenue under 5 to 7-year maintenance zone contracts. This business line contributed approximately 55% of the revenue in 2024.
   2. Vessel Charter: Provides value-added, long-term time charters of vessels under

      2 to 4-year take-or-pay charter contracts, with options to extend contract duration. This business line contributed approximately 25% of the revenue in 2024.

   3. Installation: Performs turnkey installations of regional and short-haul cable projects with off-hire vessels or charter-in vessels, primarily working directly for cable owners. This business line contributed approximately 7% of the revenue in 2024.
   4. Universal Joint ("UJ") and Ancillary Services: Provides essential cable repair products (UJ) and services utilised for subsea cable jointing and the repair of most subsea fibre-optic cable types. These products and services are extensively employed within its own cable maintenance operations and are also sold externally. Furthermore, GMG provides specialised training and certification services delivered through its dedicated in-house testing facility. This business line contributed approximately 11% of the revenue in 2024.
   5. OceanIQ: Provides broad advisory and consultancy services, including survey, route engineering, and permitting services for telecommunications and power cable installation projects. These offerings are underpinned by GMG's proprietary subsea cable database, with applicable use cases developed from extensive in-field activities. This business line contributed approximately 2% of the revenue in 2024.
      
      
      
      1. RATIONALE FOR THE PROPOSED TRANSACTION

         The Trustee-Manager believes that the Proposed Transaction will bring the following key benefits to KIT and Unitholders:

         1. Strong Market Fundamentals with Favourable Demand and Supply Dynamics

            Global demand for subsea cable connectivity continues to be driven by strong structural tailwinds, including accelerating global data consumption, rapid adoption of cloud infrastructure and artificial intelligence, substantial cable infrastructure investments from global technology companies and hyperscalers, and supportive government digitalisation initiatives worldwide. These structural drivers collectively underpin the ongoing need for robust digital infrastructure, with global installed subsea cable base length projected to grow at a compound annual growth rate (CAGR) of approximately 6% between 2024 and 2029.5

            Furthermore, the global subsea services market is characterised by a limited supply of specialised main lay cable vessels, with only 54 vessels available globally.6Moreover, 6 cable vessels are expected to retire within the next 5 to 7 years,7further restricting the number of cable vessel operators for maintenance and installation. Coupled with the high capital expenditure requirements and significant lead time to build new specialised vessels, this scarcity creates a favourable competitive landscape for established operators like GMG.

            The Trustee-Manager believes that GMG is strategically positioned to capitalise on the positive demand and supply dynamics in the subsea services industry. Through GMG, the Proposed Transaction will provide KIT with the opportunity to establish a foothold in the subsea cable market, aligning with KIT's strategy to leverage secular growth trends in digital infrastructure.

         2. Market-leading Positions Across a Complementary Suite of Subsea Services

            GMG possesses significant scale and operational excellence, managing and maintaining over 450,000 kilometres of subsea cables globally as of March 2025, which accounts for approximately 31% of the global maintained subsea cable length.8Additionally, GMG has installed over 320,000 kilometres of subsea cables worldwide as of March 2025, which amounts to approximately 20% of the global installed subsea cable base length.9With operational versatility in shallow and deep-water environments and capabilities spanning diverse geographic regions, GMG's market-leading position is enabled by its fleet of purpose-built cable ships with specialised equipment and demonstrated by the coverage of its maintenance solutions across critical regions including three key maintenance zones, namely, the Atlantic Cable Maintenance Agreement ("ACMA"), the Southeast Asia and Indian Ocean Maintenance Agreement ("SEAIOCMA") and the North American Zone ("NAZ").

5. As per Hardiman Commercial Due Diligence Report.

6. As of May 2024, excluding vessels for: (1) cable recovery and surveys only; and (2) shallow water local installation and maintenance only, as per Hardiman Commercial Due Diligence Report.

7. As per Hardiman Commercial Due Diligence Report.

8. Based on 450,000 kilometres of subsea cables maintained by GMG, along with its partners, and the estimated global maintained subsea cable length as of 2024, as per Hardiman Commercial Due Diligence Report.

9. Based on 320,000 kilometres of subsea cables installed by GMG, and the estimated global installed subsea cable base length as of 2024, as per Hardiman Commercial Due Diligence Report.

   GMG's dedicated cable installation and maintenance capabilities are complemented by its other business lines, including Data-as-a-Service ("DaaS") and consultancy under OceanIQ and specialised cable jointing solutions under its UJ and Ancillary Services business line.

   These integrated subsea cable lifecycle service offerings, including pre-project planning, regional short-haul installation projects and global maintenance solutions, combined with GMG's proven track record and brand reputation, boost its competitiveness in the global subsea cable industry.

   1. Recurring Revenue from Long-term Contracts with Cost Pass-through

      GMG maintains a robust base of recurring revenues primarily through long-term maintenance zone contracts with leading cable consortiums. These contracts, which are typically signed for a period of 5 to 7 years, provide stable, predictable cash flows through fixed annual standby fees and recurring repair revenues, along with full pass-through of related operational costs. Additionally, some of these agreements contain contractual inflation adjustments, providing further protection against inflationary pressures.

      GMG also benefits from charter contracts for the provision of cable vessels and specialist crew, which are typically signed for 2 to 4 years on a take-or-pay basis with full pass-through of related operational costs and options to extend contract duration. These contracts provide for defined annual payments regardless of actual vessel utilisation, leading to high visibility on cashflows and further reinforcing GMG's recurring revenue profile while providing exposure to tailwinds in the cable market expansion.

      In total, GMG's contracted revenue base, comprising its maintenance and charter businesses, accounts for approximately 80% of GMG's revenue for the financial year ended 31 December 2024.

      Furthermore, GMG has visible growth opportunities through additional installation contracts driven by a global installation backlog, providing medium-term cashflow visibility upside. GMG is able to utilise allowable off-hire time to complete profitable regional short-haul projects, with a track record of partnerships with blue-chip customers. Coupled with continued uptake in products and services from its UJ and Ancillary Services business segment and strong growth in its recurring DaaS business under OceanIQ, GMG is well-positioned for growth.

      Overall, GMG's stable recurring revenues from long-term contracts, complemented by visible upside from additional services, aligns with KIT's objective of delivering sustainable, long-term growth and attractive returns to Unitholders.

   2. High Barriers to Entry and Strong Customer Relationships

      With a fleet of six specialised cable installation and maintenance vessels, each equipped with specialist inspection, burial and survey equipment, GMG is able to deliver a full-service solution. The substantial capital expenditure and significant lead times required to replicate such assets create high barriers to entry, reinforcing GMG's competitive advantage in the market.

      GMG's global footprint is supported by its five storage depots strategically located across key geographic regions, which are integral to supporting the three global maintenance zones GMG serves. GMG's network of depots enables critical spare-part

      storage and rapid dispatch of cable maintenance and repair services. The challenge for new players to secure a strategic site with the required storage infrastructure could potentially deter market entry.

      Additionally, customers prioritise operational reliability and a proven track record to mitigate the significant monetary and reputational costs associated with cable downtime. The consortium-based structure of the maintenance zones in which GMG operates limits the number of incumbent operators and imposes barriers to entry for new players. GMG's demonstrated operational track record and long-standing relationships, with an average relationship tenure exceeding 30 years10in key global maintenance zones - serving key customers in the ACMA, SEAIOCMA and NAZ for over 50 years, over 30 years and over 10 years, respectively, underscore its reputation for reliability and proven ability to renew maintenance zone contracts.

      Through its fleet of specialised vessels, strategically positioned cable storage depots, and an extensive operational track record, GMG has fostered strong customer relationships in existing maintenance zones, reinforcing the difficulty in replicating its business model.

   3. Accretive Acquisition that Strengthens Portfolio Resiliency and Diversification

      The Proposed Transaction is expected to support the overall Distribution per Unit ("DPU") accretion to Unitholders with an increase in pro forma DPU by approximately 4.6%. The Proposed Transaction, together with the Future Capital Injection, is expected to support the overall DPU accretion to Unitholders with an increase in pro forma DPU by approximately 6.0%. Please refer to paragraph 12.2 of this Circular for further details on the pro forma financial effects of the Proposed Transaction, and the Proposed Transaction together with the Future Capital Injection, on the DPU.

      The Proposed Transaction is also expected to enhance KIT's portfolio diversification by establishing a strategic presence in the fast-growing digital infrastructure segment. This marks KIT's entry into a new business segment aligned with long-term infrastructure trends.

   4. Leveraging Keppel's Deep Operating Capabilities in the Connectivity Space

      The Proposed Transaction presents an opportunity for KIT to harness Keppel's operating capabilities in the connectivity space to unlock value and drive enhanced returns for GMG.

      Keppel's proven track record in subsea cable development, operations and maintenance (O&M), and data centre development provides KIT with a foundation to optimise GMG's performance. A key example of Keppel's expertise in the sector is its involvement in the Bifrost Cable System - a joint build agreement among Keppel, Meta and Telin - the world's first subsea cable system to directly connect Singapore to the west coast of North America via Indonesia, spanning over 20,000 kilometres.

      Leveraging Keppel's operational expertise and industry know-how in the connectivity space, and with the support of GMG's experienced leadership team, KIT intends to appropriately incentivise and collaborate with GMG to ensure business continuity and the execution of GMG's long-term growth strategy.

10. Based on the average of the ACMA, SEAIOCMA and NAZ.

    1. MATERIAL TERMS OF THE SUBSCRIPTION AGREEMENT

       The material terms of the Subscription Agreement include, among others, the following:

       1. Total Investment Amount

          The Total Investment Amount is estimated at approximately US$91.7 million (approximately S$119.2 million), comprising:

          1. the Subscription Consideration11, equal to approximately US$86.6 million (approximately S$112.6 million), to be paid or advanced (as applicable) by the KIT Subscriber to JVCo in cash on the Completion Date (as defined below). The Subscription Consideration has been determined based on the same valuation of GMG as was used in the Initial GMG Acquisition without any premium, which was arrived at on a willing buyer-willing seller basis between KIF and the investment affiliates of J.F. Lehman & Company, and includes the Subscription Price and the Interest-free Shareholder Loan;12and

          2. the Ticker Amount, which is estimated at approximately US$5.1 million (approximately S$6.6 million), assuming Completion takes place on the Longstop Date, is a ticking fee as part of a standard closing mechanism. Such ticking fee is intended to compensate KIF for the time value and opportunity cost of their capital arising from the period between completion of the Initial GMG Acquisition and the Completion Date. Accordingly, the Ticker Amount will be calculated on the basis of an agreed return on the Subscription Consideration and is to be paid by the KIT Subscriber to MidCo (or its affiliate) in cash on the Completion Date.

             To the extent that the Completion Date will be earlier than the Longstop Date, the actual Ticker Amount is expected to be lower than such estimate.

             Under the terms of the Subscription Agreement, the proceeds arising from the Subscription Consideration shall be applied towards the partial repayment of an existing shareholder loan provided by MidCo to JVCo and/or the general corporate purposes of JVCo. Such partial repayment is to ensure that post-Completion, the KIT Subscriber and MidCo will have contributed the same mix of equity and interest-free shareholder loans to the JVCo on the same terms (including ranking of the shareholder loans) and valuation, and in proportion to their interest in JVCo13.

11. The Subscription Consideration was determined on a pari passu basis based on KIT's interest of approximately 46.7% in JVCo which comprised (i) the proportionate share of the equity value of GMG after adjusting for the acquisition financing and related costs of approximately US$76.7 million (approximately S$99.7 million); and (ii) KIT Subscriber's relevant portion of the aggregate total transaction costs incurred by JVCo and/or any of its affiliates in connection with the Initial GMG Acquisition of approximately US$9.9 million (approximately S$12.9 million), in each case without any premium. The aforementioned transaction costs refer to acquisition-related costs, including various due diligence costs and transaction documentation costs, which are in line with costs typically incurred by KIT in other acquisitions.

12. Taking into account the Capital Structure Amendment described in paragraph 1.2 above, the Subscription Price is equal to approximately US$27.3 million (approximately S$35.5 million) and the Interest-free Shareholder Loan is equal to approximately US$59.3 million (approximately S$77.1 million).

13. Post-Completion and partial repayment of the existing shareholder loan provided by MidCo to JVCo, the KIT Subscriber would have contributed approximately US$27.3 million (approximately S$35.5 million) as equity of JVCo and approximately US$59.3 million (approximately S$77.1 million) as the Interest-free Shareholder Loan. MidCo would have contributed approximately US$31.2 million (approximately S$40.6 million) as equity of JVCo and approximately US$67.8 million (approximately S$88.1 million) as an interest-free shareholder loan.

    The Total Investment Amount was arrived at on a willing buyer-willing seller basis and after arm's-length negotiations with KIF, taking into consideration, among others, the valuation of GMG determined by KIT based on discounted cash flow analysis, comparable company analysis and precedent transaction analysis, the valuation of GMG previously determined by KIF and the Co-Investor in respect of the Initial GMG Acquisition, the business plan of GMG, its defensive characteristics and growth potential, as well as the benefits of the Proposed Transaction to KIT as disclosed in paragraph 3 of this Circular.

    1. Conditions for Completion

       Under the terms of the Subscription Agreement, Completion is subject to each of the following conditions (the "Conditions") being satisfied by 5 p.m. on 30 November 2025 or such later time and date as may be agreed in writing between MidCo, JVCo and the KIT Subscriber (the "Longstop Date"):

       1. approval or clearance under the National Security and Investment Act 2021 of the UK (and any regulations made or issued thereunder) (the "FDI Law"), which has been obtained on 31 July 2025;

       2. each of the KIT Subscriber and JVCo, or an affiliate thereof, obtaining clearance from the Committee on Foreign Investment in the United States ("CFIUS") for the transactions contemplated by the Subscription Agreement, which has been obtained on 27 August 2025;

       3. no breach of a Fundamental Warranty (as defined in the Subscription Agreement) having occurred14;

       4. no breach of a Warranty (as defined in the Subscription Agreement)15(other than a Fundamental Warranty) has occurred which has caused a Material Adverse Effect (as defined in the Subscription Agreement), being any event or circumstance that significantly impacts the business, operations, assets, liabilities, or financial condition of the Group as a whole, or affects the ability of the Company or Pangea Midco to complete the transactions under the agreement. However, certain events are excluded from this definition, such as general economic changes, legal changes, and natural disasters, unless they disproportionately affect the Group compared to similar entities; and

       5. the approval of Unitholders for the transactions contemplated by the Subscription Agreement, including the delivery by the KIT Subscriber of an announcement on the SGX-ST of such approval to MidCo.

14. The Fundamental Warranties given by KIF under the Subscription Agreement are as follows: (1) the JVCo is validly incorporated; (2) MidCo and JVCo each independently have the perquisite authority and power to enter into and perform their respective obligations under the Subscription Agreement and that such obligations are legally binding thereon; and (3) matters relating to the Subscription Shares, such as issuance, transfer restrictions and encumbrances are all capable of fulfilment to the fullest extent possible in accordance with applicable law.

15. The warranties provide assurances regarding the state of the business at the time of Completion, customary for this type of transaction. These warranties are essentially promises made by MidCo regarding various aspects of GMG, such as its financial health, legal compliance, and operational status, which means that the KIT Subscriber can ensure transparency in relation to the underlying business and assets and reduce the risk associated with the Proposed Transaction.

The Subscription Agreement provides that the Conditions are not capable of being waived, except for the Condition set out in paragraph 4.2(c) above, which may be waived by the KIT Subscriber by written notice to MidCo. This ensures that KIT, at its discretion, may opt to proceed with Completion where it still perceives the deal to be commercially viable rather than being subject to an automatic termination provision under the agreement.

In the event that the Conditions have not been satisfied by the Longstop Date, either the KIT Subscriber or JVCo may terminate the Subscription Agreement by giving written notice to the other party, provided that such right to terminate the Subscription Agreement shall not be available to any party whose breach of any provision of the Subscription Agreement has been the cause of, or resulted in, the failure of the Conditions to be satisfied on or before the Longstop Date.

1. 1. Completion

      Under the terms of the Subscription Agreement, Completion shall take place on (a) the tenth (10th) Business Day after the last of the Conditions to be satisfied or waived is satisfied or waived or (b) any other date agreed in writing by MidCo and the KIT Subscriber (the "Completion Date").

   2. Other Terms

      The Subscription Agreement contains certain provisions relating to the Proposed Subscription, including representations and warranties and pre-Completion covenants regarding the operation of the business and other commercial terms.

      The KIT Subscriber has obtained a warranty and indemnity insurance policy ("W&I Insurance Policy") for the benefit of the KIT Subscriber in respect of the transactions contemplated by the Subscription Agreement. The Subscription Agreement provides for certain limitations on the liability of MidCo, including, among others, that the only recourse and sole remedy and right of recovery (if any) of the KIT Subscriber with respect to any and all warranty claims covered by the W&I Insurance Policy in excess of the sum of US$1 shall be under the W&I Insurance Policy.

2. SUMMARY OF THE SHA

   The Subscription Agreement provides that the KIT Subscriber, JVCo and MidCo have agreed to enter into the SHA at Completion in respect of the governance and other affairs of JVCo. The terms of the SHA are intended to reflect that the KIT Subscriber and MidCo shall have joint control of JVCo post-Completion.

   A summary of the material terms of the SHA are as follows:

   1. Allotment, Issue and Transfer of Relevant Securities

      The creation, allotment or issue of any Relevant Securities in any JVCo Group Company is a JVCo Shareholder Reserved Matter (as defined and further detailed in paragraph 5.4 of this Circular). Where JVCo requires any equity financing, it shall first rely on the funding commitment by the KIT Subscriber and MidCo as further detailed in paragraph

      5.6 of this Circular. Thereafter and subject to the terms of the SHA, JVCo shall not issue or allot any Relevant Securities to any person unless JVCo has offered in writing to each registered shareholder of JVCo ("JVCo Shareholder") the pre-emptive right to subscribe for such Relevant Securities on the same terms and conditions as offered to the proposed recipient(s) and pro-rata to their respective shareholding proportions in

      JVCo. Any such Relevant Securities not taken up by each JVCo Shareholder may be issued to the proposed third-party recipient(s) on terms and conditions no more favourable than those offered to the JVCo Shareholders.

      The transfer of Relevant Securities to any third party is subject to the following restrictions under the SHA:

      1. Right of First Refusal: In the event that any JVCo Shareholder desires to transfer any of its Relevant Securities in JVCo to any third party (which is not an affiliate of such JVCo Shareholder) or receives a bona fide offer from a third party (which is not an affiliate of such JVCo Shareholder) (such third party, a "ROFR Transferee"), the other JVCo Shareholders shall be entitled to a right of first refusal to acquire any such Relevant Securities in JVCo proposed to be transferred at the same price and on the same terms offered by the ROFR Transferee ("ROFR Offered Shares");

      2. Tag-Along Right: If any JVCo Shareholder, after having first offered its ROFR Offered Shares to the other JVCo Shareholders in compliance with the provisions of the right of first refusal under the SHA, desires to transfer its ROFR Offered Shares to a ROFR Transferee in connection with a Qualifying Sale or a Control Qualifying Sale (each as defined in the SHA), the other JVCo Shareholders shall be entitled to sell to the ROFR Transferee at the same price and on the same terms such number of Relevant Securities in JVCo held by them as determined in accordance with the SHA; and

      3. Drag-Along Right: If any JVCo Shareholder, after having first offered its ROFR Offered Shares to the other JVCo Shareholders in compliance with the provisions of the right of first refusal under the SHA, desires to transfer its ROFR Offered Shares to a ROFR Transferee in connection with a Control Qualifying Sale, such selling JVCo Shareholder shall be entitled to require the other JVCo Shareholders to sell to the ROFR Transferee all of their Relevant Securities in JVCo at the same price and on the same terms.

         No Relevant Securities may be transferred, allotted or issued to any person unless, among others, such person is or becomes a party to the SHA by entering into and delivering to JVCo a deed of adherence in substantially the form set out in the SHA.

   2. The Board

      The board of directors of JVCo (the "JVCo Board") shall comprise a minimum number of two (2) directors and maximum of four (4) directors who shall be entitled to vote and count as the quorum for voting purposes.

      Each of the KIT Subscriber and MidCo shall be entitled to, for so long as its respective shareholder group collectively holds:

      1. 40% or more of the shares in JVCo in issue from time to time ("JVCo Shares"), appoint up to two (2) persons as a director (each director to be appointed by the KIT Subscriber, a "KIT Appointee Director", and each director to be appointed by MidCo, a "KIF Appointee Director"), one of which must always be an independent party;

      2. less than 40% but 25% or more of the JVCo Shares, appoint one (1) person as a KIT Appointee Director or a KIF Appointee Director (as the case may be); and