prospectus

Base Prospectus dated 6 October 2006

This document is important. If you are in any doubt as to the action you should take, you should consult

your legal, financial, tax or other professional adviser.



KEPPEL STRUCTURED NOTES PTE. LIMITED

(incorporated with limited liability in Singapore)

(Company Registration Number: 200613160W)

S$1,000,000,000

Structured Note Programme

Unconditionally and irrevocably guaranteed by

KEPPEL CORPORATION LIMITED

(incorporated with limited liability in Singapore)

(Company Registration Number: 196800351N)

Under the S$1,000,000,000 Structured Note Programme (the "Programme") described in this Base Prospectus,

Keppel Structured Notes Pte. Limited (the "Issuer") may from time to time issue structured notes ("Notes") in any

currency. The aggregate nominal amount of Notes outstanding will not at any time exceed S$1,000,000,000 (or the

equivalent in other currencies at the date of issue). While the initial amount of the Programme shall be

S$1,000,000,000, the Issuer may increase the amount of the Programme in accordance with the terms of the

Programme Agreement (as defined in this Base Prospectus). Notes will be issued on the terms set out in this Base

Prospectus, and as described in a pricing statement to be issued by the Issuer in connection with each issue of a

Series (as defined in this Base Prospectus) of Notes (each, a "Pricing Statement"). The Programme is of an

unlimited duration and will only expire when terminated in accordance with the terms of the Programme

Agreement.

Société Générale, Singapore Branch is the arranger of the Programme (the "Arranger"). However, prospective

investors should note that the Notes offered under the Programme represent the obligations of the Issuer and (to

the extent of the Guarantee (as defined below)) the Guarantor (as defined below) only and do not represent the

obligations of, or interests in, the Arranger or the Dealers (as defined in this Base Prospectus) or Keppel

Corporation Limited in its capacity as sponsor of the relevant transaction or any associate of Keppel Corporation

Limited (other than the Issuer).

A copy of this Base Prospectus has been lodged with and registered by the Monetary Authority of Singapore (the

"Authority") on 11 September 2006 and 6 October 2006 respectively. The Authority assumes no responsibility for

the contents of this Base Prospectus. Registration of this Base Prospectus by the Authority does not imply that the

Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or any other legal or regulatory requirements,

have been complied with. The Authority has not, in any way, considered the merits of the Notes being offered for

investment. No application has been made for the Notes to be listed on any securities exchange. However, Notes

may be listed on a securities exchange, as disclosed in the relevant Pricing Statement.

Keppel Corporation Limited (the "Guarantor") has unconditionally and irrevocably guaranteed (the "Guarantee")

the due payment of all principal and interest (if any) on the Notes and any other amounts expressed to be payable

by the Issuer under the Trust Deed and the Notes, Receipts and Coupons (each as defined in this Base

Prospectus). The Notes constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer

and rank and will rank pari passu, without any preference among themselves and (save for certain obligations

required to be preferred by law) equally with all other direct, unconditional, unsubordinated and unsecured

obligations of the Issuer, from time to time outstanding. The Guarantee constitutes direct, unconditional,

unsubordinated and unsecured obligations of the Guarantor and ranks and will rank (save for certain obligations

required to be preferred by law) equally with all other direct, unconditional, unsubordinated and unsecured

obligations of the Guarantor, from time to time outstanding.

This Base Prospectus is not, and does not purport to be, investment advice. You should conduct such

independent investigation and analysis regarding the Programme and any Notes to be issued under it as

you deem appropriate. You should make an investment only after you have determined that such

investment is suitable for your circumstances, financial position and investment objectives.

Prospective investors in the Notes should note that there are many different types of notes or bonds in the

marketplace, many of which will have unique and distinctive features. Not all notes or bonds are capital

protected. Prospective investors should refer to the relevant Pricing Statement for information on whether

the Notes of a particular Series or Tranche (as defined in this Base Prospectus) are capital protected.

Notes which are sold or redeemed before their maturity date will be subject to unwinding or other

transaction costs, and the amount received by prospective investors may be lower than the initial amount

invested.

The purchase of Notes involves certain risks. Prospective purchasers of any Notes to be issued under the

Programme should ensure that they understand the nature of such Notes and should carefully study the

matters set out in this Base Prospectus (and in particular, the section on "Risk Factors" in this Base

Prospectus) and the contents of the relevant Pricing Statement before they invest in any Notes.

No Notes shall be alloted or allocated on the basis of this Base Prospectus later than 24 months after the date of

registration of this Base Prospectus.



Arranger

SO CIE TE GE N E R AL E, S ING A PO RE B R A N C H

An offering of Notes under this Base Prospectus may not be underwritten. If so provided in the relevant Pricing

Statement, any such offering of Notes may not proceed if a minimum principal amount of the Notes specified in

such Pricing Statement is not fully subscribed or purchased. In such event, all application or subscription moneys

will be returned in full (without interest or any share of revenue or other benefit arising therefrom).



The Issuer may from time to time after the date of this Base Prospectus, where required under the SFA, lodge and

register one or more Pricing Statements with the Authority in connection with each issue of Notes. The Authority

assumes, and will assume, no responsibility for the contents of any Pricing Statement. Registration of the Pricing

Statements by the Authority does not imply that the SFA, or any other legal or regulatory requirements, have been

complied with. The Authority has not and will not have, in any way, considered the merits of any Notes being

offered for investment in connection with any Pricing Statement.



The documents required by paragraph 5 of Part IX of the Ninth Schedule to the Securities and Futures (Offers of

Investments) (Shares and Debentures) Regulations 2005 (the "SFR") and, where applicable, paragraph 1(d) of

Part X of the Ninth Schedule to the SFR are available for inspection throughout the duration of the Programme.

This Base Prospectus as well as any supplementary base prospectus in respect of the Programme issued since

this Base Prospectus was published are available for inspection for as long as offers are made under the

Programme. Please refer to the section on "General and Statutory Information" in this Base Prospectus for further

details.



Purchases of Notes may be made only through the Distributors (as defined in this Base Prospectus). In order to

invest in Notes, you must comply with the requirements (including any account opening requirements) of the

relevant Distributor. No Notes are available from the Issuer directly. Please refer to the section on "Subscription

Procedures" in this Base Prospectus for further details.



The Notes are not conventional debt securities as they are linked to the performance of an underlying asset or

basket of assets, including reference assets such as shares (equities), equity indices, credit or debt obligations, an

index or indices, foreign exchange rates, commodities and interest rates. Potential investors should therefore

understand that the payment amount, whether in respect of principal, interest or any other sum payable under the

Notes, will be dependent upon the performance of the underlying asset or basket of assets and may, in certain

circumstances, be zero.



The Issuer and the Guarantor are not rated by any rating agency.

NOTICE



The directors of each of the Issuer and the Guarantor individually and collectively accept full

responsibility for the accuracy of the information given in this Base Prospectus and confirm, having

made all reasonable enquiries, that to the best of their knowledge and belief, the facts stated and the

opinions expressed in this Base Prospectus are fair and accurate in all material respects as at the date

of this Base Prospectus, that there are no material facts the omission of which would make any

statement in this Base Prospectus misleading and that where information is reproduced from other

sources, reasonable care has been taken to ensure accurate reproduction.



Any Notes offered under this Programme are offered solely on the basis of the information contained

and representations made in this Base Prospectus (including any supplementary or replacement base

prospectus) and the relevant Pricing Statement. No person has been authorised to give any information

or to make any representation other than that contained in this Base Prospectus or the relevant Pricing

Statement in connection with the issue and offering of Notes and, if given or made, such information or

representation must not be relied upon as having been authorised by the Issuer, the Guarantor or the

Arranger nor shall the Issuer, the Guarantor or the Arranger be responsible for any losses arising from

any such information or representation.



Neither the delivery of this Base Prospectus and/or the relevant Pricing Statement nor any sale made in

connection therewith shall, under any circumstances, create any implication that there has been no

change in the affairs of the Issuer or the Guarantor since the date hereof or the date of the relevant

Pricing Statement or that there has been no adverse change in the financial position of the Issuer or the

Guarantor since the date hereof or the date of the relevant Pricing Statement or that any other

information supplied in connection with the Notes is correct as of any time subsequent to the date on

which it is supplied or, if different, the date indicated in the document containing the same, provided

always that the requirements of the SFA (including any requirement to lodge a supplementary or

replacement document) shall be complied with.



This Base Prospectus will describe the market making arrangements which may be implemented in

connection with the issue of any Notes. You are therefore advised to read the section on "Market

Making Arrangements" in this Base Prospectus for a general description of the circumstances in which

you may be able to sell any Notes, or if applicable purchase further Notes, after the issue date of the

relevant Notes. Further details, if necessary, will be provided in the relevant Pricing Statement.



This Base Prospectus does not constitute an offer, solicitation or invitation to subscribe for and/or

purchase the Notes in any jurisdiction in which such offer, solicitation or invitation is unlawful or is not

authorised or to any person to whom it is unlawful to make such offer, solicitation or invitation. No action

has been or will be taken under the requirements of the legislation or regulations of, or of the legal or

regulatory authorities of, any jurisdiction, except for the filing and/or registration of this Base Prospectus

in Singapore.



The distribution of this Base Prospectus or the relevant Pricing Statement and the offering or sale of

any Notes may, in certain jurisdictions, be restricted by law. The Issuer, the Guarantor and the Arranger

require persons into whose possession this Base Prospectus and any Pricing Statement comes to

inform themselves of, and observe, all such restrictions. In particular, the Notes have not been and will

not be registered under the United States Securities Act of 1933, as amended (the "Securities Act")

and may not be offered or sold within the United States or to, or for the account or benefit of, U.S.

persons unless the Notes are registered under the Securities Act or any exemption from registration is

available. The Notes may include Notes in bearer form that are subject to U.S. tax law requirements. A

further description of certain restrictions on offering and sale of Notes and distribution of this Base

Prospectus and any Pricing Statement is provided under the section on "Selling Restrictions" in this

Base Prospectus.



None of this Base Prospectus, any Pricing Statement or any other information supplied in connection

with any Notes is intended to provide the basis of any credit or other evaluation and should not be

considered as a recommendation by the Issuer, the Guarantor or the Arranger that any recipient of this

Base Prospectus, any Pricing Statement or any other information supplied in connection with any Notes

should purchase any Notes.



None of the Issuer, the Guarantor, the Arranger and the Dealers is making any representation to any

person regarding the legality of an investment in Notes by such person under any investment or other

laws or regulations, and no information in this Base Prospectus or the relevant Pricing Statement



i

should be considered as being business, legal or tax advice. Investors should be aware that they may

be required to bear the financial risk of an investment in Notes until the maturity date of such Notes.

Prospective investors should consult their own professional or other advisers for legal, financial, or tax

advice regarding an investment in such Notes, and should conduct such independent investigation and

analysis as they deem appropriate to evaluate the merits and risks of any investment in the Notes.



Only the Trustee (as defined in this Base Prospectus) may enforce the rights of the Noteholders under

the Notes. Noteholders shall not be entitled to proceed directly against the Issuer and/or the Guarantor

to enforce the performance of any of the provisions of the Notes unless the Trustee, having become

bound to take proceedings, fails or neglects to do so within a reasonable period and such failure or

neglect is continuing. In addition, investors who hold their Notes in investment accounts with

Distributors will need to rely upon their Distributor (as the Noteholder) to contact the Trustee to take

action against the Issuer and/or the Guarantor on their behalf. The terms of business of one Distributor

or broker to another may be very different and prospective investors are advised to read carefully the

terms of business of their Distributor and to ensure they understand the circumstances in which they

may rely upon their Distributor to act on their behalf.



References to any website in this Base Prospectus and the relevant Pricing Statement are intended to

assist prospective investors to access further information relating to the subject as indicated.

Prospective investors should conduct such web searches as they deem appropriate and ensure that

they are viewing the most up-to-date information. Information appearing on such websites does not

form part of this Base Prospectus or the relevant Pricing Statement. None of the Issuer, the Guarantor,

the Arranger and the Dealers accepts any responsibility whatsoever that such information, if available,

is accurate and/or up-to-date, and no responsibility is accepted in relation to any such information by

any person responsible for this Base Prospectus or any Pricing Statement. Prospective investors

should exercise an appropriate degree of caution when assessing the value of such information on

such websites.



The Arranger and the Dealers (except where expressly provided in this Base Prospectus and any

Pricing Statement to the contrary) have not separately verified the information contained herein and in

any Pricing Statement and accordingly the Arranger and the Dealers make no representation,

recommendation, undertaking or warranty, express or implied, regarding the accuracy, adequacy,

reasonableness or completeness of the information contained herein and do not accept any

responsibility or liability therefor, to the extent permitted by law, provided that the requirements of the

SFA (including any requirement to inform the Issuer of any false or misleading statements in or

omissions from this Base Prospectus or any Pricing Statement) shall be complied with. The Arranger

and the Dealers do not undertake to review the financial condition or affairs of the Issuer, the Guarantor

or any other relevant entity during the life of the arrangements contemplated by this Base Prospectus

and any Pricing Statement and the Arranger and the Dealers do not undertake to advise any investor or

prospective investor in Notes of any information coming to the attention of the Arranger or any Dealer,

as the case may be.



The legal advisers to the Issuer and the Guarantor and Sponsor and in respect of the Programme, the

legal advisers to the Arranger and Programme Dealer, the Initial Issuing and Paying Agent and the

Initial Agent Bank and the legal advisers to the Trustee do not make, or purport to make, any statement

in this Base Prospectus or any Pricing Statement or any statement upon which a statement in this Base

Prospectus or any Pricing Statement is based and, to the maximum extent permitted by law, expressly

disclaim and take no responsibility for any liability to any person which is based on, or arises out of, the

statements, information or opinions in this Base Prospectus or any Pricing Statement.



References in this Base Prospectus and any Pricing Statement to "we", "us" or "our" are references to

the Issuer. For the purposes of this Base Prospectus and the relevant Pricing Statement, defined terms

shall, where the context so admits, bear the respective meanings ascribed to them in the section on

"Glossary" in this Base Prospectus.









ii

DOCUMENTS TO BE READ WITH THIS BASE PROSPECTUS



This Base Prospectus should be read and construed in conjunction with any supplementary or

replacement base prospectus and the relevant Pricing Statement. The relevant terms and conditions

applicable to a Tranche or Series (both as defined in this Base Prospectus) shall be contained in a

pricing supplement (a "Pricing Supplement") which will be set out in the relevant Pricing Statement.

References in any Pricing Statement to "Notes" are to the Notes of one Series only, not to all Notes that

may be issued under the Programme, details of the relevant Series being shown on the face of the

relevant Notes and in the relevant Pricing Statement.



This Base Prospectus does not contain all or some of the information required by the following

paragraphs of the Ninth Schedule to the SFR, and such information shall be published from time to

time, where relevant and where the Issuer has not been exempted from disclosing such information, by

way of a Pricing Statement in relation to each public offer of a Series of Notes under the Programme:



(a) paragraph 1(e) of Part I (the maturity date of the Notes being offered);



(b) paragraphs 3 and 4 of Part II (if applicable, information on significant enhancement providers

and registrars and agents);



(c) paragraph 1 of Part III and, where applicable, paragraph 5 of Part X (a summary of the main

terms of the Notes being offered);



(d) paragraphs 1 to 5 and 7 of Part IV (information on, amongst others, the offer statistics, the

method of offer and timetable and the manner in which the results of allotment or allocation will

be made public);



(e) paragraphs 3(a) to (d) and 4 to 7 of Part V (information on, amongst others, the manner in

which the principal and interest will be determined and, if applicable, credit enhancement and

credit ratings);



(f) paragraphs 2 to 5 and 7 of Part VI and, where applicable, paragraphs 14 to 17 of Part X

(information on the characteristics of the reference assets and significant exposure to certain

reference assets, arrangements to create exposure to reference assets, reference

counterparties and pool assets); and



(g) paragraphs 1 to 6 of Part VIII (information on the offer details and plan of distribution).



The terms specific to each Series or Tranche of Notes are as set out in and modified by the relevant

Pricing Supplement relating to the relevant Series of Notes. The full terms and conditions of the Notes

can be reviewed by reading together the following: (i) the terms and conditions as set out in full in the

section on "Terms and Conditions of the Notes" in this Base Prospectus which (subject to the relevant

Pricing Supplement) constitutes the basis of all Notes to be offered under the Programme, and (ii) the

relevant Pricing Supplement which is set out in the relevant Pricing Statement. The relevant Pricing

Supplement applies and/or disapplies, supplements and/or amends the terms and conditions of the

Notes in the manner required to reflect the particular terms and conditions applicable to the relevant

Series or Tranche of Notes.









iii

TABLE OF CONTENTS







WHERE TO OBTAIN COPIES OF THIS BASE PROSPECTUS AND PRICING STATEMENTS ..............1

CAUTIONARY NOTE ON FORWARD LOOKING STATEMENTS ...............................................................2

CORPORATE INFORMATION ........................................................................................................................3

SUMMARY OF THE PROGRAMME ...............................................................................................................4

DETAILS OF OFFERS ...................................................................................................................................14

SUBSCRIPTION PROCEDURES..................................................................................................................15

MARKET MAKING ARRANGEMENTS .........................................................................................................17

RISK FACTORS..............................................................................................................................................18

FORM OF THE NOTES..................................................................................................................................25

TERMS AND CONDITIONS OF THE NOTES..............................................................................................28

DESCRIPTION OF SELECTED TRANSACTION DOCUMENTS...............................................................51

SUMMARY OF THE SWAP ARRANGEMENTS ..........................................................................................53

INFORMATION ON THE REFERENCE ASSETS .......................................................................................54

INFORMATION ON THE ISSUER.................................................................................................................56

INFORMATION ON THE GUARANTOR AND SPONSOR..........................................................................58

DESCRIPTION OF THE GUARANTEE ........................................................................................................ 72

USE OF PROCEEDS AND FEES AND EXPENSES...................................................................................73

SETTLEMENT, CLEARANCE AND CUSTODY...........................................................................................74

TAXATION .......................................................................................................................................................78

SELLING RESTRICTIONS ............................................................................................................................82

GENERAL AND STATUTORY INFORMATION ...........................................................................................84

GLOSSARY .....................................................................................................................................................86









iv

WHERE TO OBTAIN COPIES OF THIS BASE PROSPECTUS AND PRICING STATEMENTS



Copies of this Base Prospectus (including any supplementary or replacement base prospectus in

respect thereof) and the Pricing Statements in connection with each issue of Notes may be obtained

free of charge during normal business hours on any weekday (being a day other than a Saturday, a

Sunday or a public holiday) during the offer period for the relevant Notes from the Distributors (whose

address(es) will be set out in the relevant Pricing Statement) and from the office of the Issuer as

follows:



Issuer: Keppel Structured Notes Pte. Limited

1 HarbourFront Avenue

#18-01 Keppel Bay Tower

Singapore 098632



After the end of the offer period for the relevant Notes and for so long as any Notes remain outstanding,

copies of this Base Prospectus (including any supplementary or replacement base prospectus in

respect thereof) and the relevant Pricing Statement may be obtained free of charge from the office of

the Issuer as stated above.



If you wish to purchase any Notes, you must purchase them from the Distributors. Please refer to the

procedures described under the section on "Subscription Procedures" in this Base Prospectus and as

further described in the relevant Pricing Statement.









1

CAUTIONARY NOTE ON FORWARD LOOKING STATEMENTS



All statements contained in this Base Prospectus and the relevant Pricing Statement, statements made

in press releases and oral statements that may be made by the Issuer, the Guarantor or the directors or

employees of either of them acting on their behalf that are not statements of historical fact constitute

"forward looking statements". You can identify some of these forward looking statements by terms such

as "may", "will", "would", "could", "expects", "anticipates", "intends", "estimates", "believes", "plans", or

similar words and phrases. However, you should note that these words are not the exclusive means of

identifying forward looking statements. All statements regarding the Issuer's, the Guarantor's and/or the

Group's expected financial position, business strategy, plans and prospects are also forward looking

statements. These forward looking statements are only predictions and include, but are not limited to,

statements in this Base Prospectus and the relevant Pricing Statement regarding matters that are not

historical fact.



Such forward looking statements and financial information involve known and unknown risks,

uncertainties and other factors which may cause the actual results, performance or achievements, or

industry results of the Issuer, the Guarantor and/or the Group to be materially different from any future

results, performance or achievements expressed or implied by such forward looking statements and

financial information. Such forward looking statements and financial information are based on

numerous assumptions regarding the present and future business strategies and the environment in

which the Issuer, the Guarantor and/or the Group will operate in the future. Because these statements

and financial information reflect the current views of the Issuer and the Guarantor concerning future

events, these statements and financial information necessarily involve risks, uncertainties and

assumptions. Actual future performance could differ materially from these forward looking statements

and financial information. Among the important factors that could cause the actual results, performance

or achievements of the Issuer, the Guarantor and/or the Group to differ materially from those in the

forward looking statements and financial information are the condition of, and changes in, the

economies where the Issuer, the Guarantor and/or the Group own and operate businesses and

investments, changes in laws and regulations that affect the Issuer, the Guarantor and/or the Group

and their investments, foreign exchange rate fluctuations beyond those covered by the foreign currency

hedging arrangements of the Issuer, the Guarantor and/or the Group and other matters not yet known

to the Issuer, the Guarantor and/or the Group or not currently considered material by them. Additional

factors that could cause actual results, performance or achievements to differ materially include, but are

not limited to, those discussed under the section on "Risk Factors" in this Base Prospectus.



Given the risks and uncertainties that may cause the Issuer's, the Guarantor's and/or the Group's actual

future results, performance or achievements to be materially different from that expected, expressed or

implied by the forward looking statements in this Base Prospectus and the relevant Pricing Statement,

undue reliance must not be placed on these statements. The actual results of the Issuer, the Guarantor

and/or the Group may differ materially from those anticipated in these forward looking statements.

Neither the Issuer, the Guarantor, the Arranger, the Dealers nor any other person represents or

warrants that the Issuer's, the Guarantor's and/or the Group's actual future results, performance or

achievements will be as discussed in these statements.



The Issuer, the Guarantor, the Arranger and the Dealers disclaim any responsibility to update any of

those forward looking statements or publicly announce any revisions to those forward looking

statements to reflect future developments, events or circumstances for any reason, even if new

information becomes available or other events occur in the future, subject to compliance with all

applicable laws and regulations (including, but not limited to, the SFA) and/or the rules of the SGX-ST

and/or any other regulatory or supervisory body or agency.









2

CORPORATE INFORMATION



Issuer: Keppel Structured Notes Pte. Limited

1 HarbourFront Avenue

#18-01 Keppel Bay Tower

Singapore 098632



Guarantor and Sponsor: Keppel Corporation Limited

1 HarbourFront Avenue

#18-01 Keppel Bay Tower

Singapore 098632



Arranger and Programme Dealer: Société Générale, Singapore Branch

80 Robinson Road #25-00

Singapore 068898



Trustee: RBC Dexia Trust Services Singapore Limited

20 Cecil Street

#28-01 Equity Plaza

Singapore 049705



Initial Issuing and Paying Agent: Société Générale, Singapore Branch

80 Robinson Road #25-00

Singapore 068898



Initial Agent Bank: Société Générale, Singapore Branch

80 Robinson Road #25-00

Singapore 068898



Legal Advisers to the Issuer and the Wong Partnership

Guarantor and Sponsor and in respect One George Street #20-01

of the Programme: Singapore 049145



Legal Advisers to the Arranger and Wong Partnership

Programme Dealer, the Initial Issuing One George Street #20-01

and Paying Agent and the Initial Agent Singapore 049145

Bank:



Legal Advisers to the Trustee: Wong Partnership

One George Street #20-01

Singapore 049145



Issuer's Auditors: Deloitte & Touche

6 Shenton Way

#32-00 DBS Building Tower Two

Singapore 068809



Initial Receiving Bankers: Société Générale, Singapore Branch

80 Robinson Road #25-00

Singapore 068898









3

SUMMARY OF THE PROGRAMME



The following summary does not purport to be complete and is qualified in its entirety by the remainder

of this Base Prospectus and, in relation to any particular Series of Notes, the relevant Pricing

Statement comprising, inter alia, the relevant Pricing Supplement (in which any of the Terms and

Conditions of the Notes may be varied). Words and expressions defined in the section on "Terms and

Conditions of the Notes" in this Base Prospectus and in the relevant Pricing Statement shall have the

same meanings in this summary.



The Programme is a S$1,000,000,000 Structured Note Programme, which enables the Issuer to issue

Notes from time to time having specific terms and conditions which may be applicable only to the

relevant Series of Notes.



Issuer: Keppel Structured Notes Pte. Limited.



Guarantor and Sponsor: Keppel Corporation Limited.



Description: Structured Note Programme pursuant to which the Issuer may,

from time to time, issue Notes. Notes may be offered in or

outside Singapore. Notes offered and sold outside Singapore will

be offered and sold in compliance with the applicable laws and

regulations of the jurisdiction in which such Notes are being

offered and sold.



Duration: The Programme is of an unlimited duration and will only expire

when terminated in accordance with the terms of the Programme

Agreement.



Programme Size: Up to S$1,000,000,000 (or the equivalent in other currencies at

the date of issue) aggregate nominal amount of Notes

outstanding at any one time. The Programme size may be

increased by the Issuer in accordance with the provisions of the

Programme Agreement.



Arranger: Société Générale, Singapore Branch.



Dealer(s): Société Générale, Singapore Branch is a Dealer in respect of the

Programme (the "Programme Dealer"). Other dealers may be

appointed in accordance with the provisions of the Programme

Agreement.



Trustee: RBC Dexia Trust Services Singapore Limited. The Trustee has

power to enforce the rights of the Noteholders under the Notes

on behalf of the Noteholders. Noteholders shall not be entitled to

proceed directly against the Issuer and/or the Guarantor to

enforce the performance of any of the provisions of the Notes

unless the Trustee, having become bound to take proceedings,

fails or neglects to do so within a reasonable period and such

failure or neglect is continuing. Investors who hold their Notes in

investment accounts with Distributors will need to rely upon their

Distributor (as the Noteholder) to contact the Trustee to take

action against the Issuer and/or the Guarantor on their behalf.



Registrar: Such registrar as may be appointed under the Agency

Agreement from time to time and specified in the relevant Pricing

Statement. Where Notes are issued in registered form, the

Registrar will maintain a register of the holders of Notes.



4

Issuing and Paying Agent: Société Générale, Singapore Branch or such other issuing and

paying agent as is specified in the relevant Pricing Statement.



Market Agent: A market agent may or may not be appointed to conduct market

making activities in connection with an issuance of Notes under

the Programme. Details of intended market making activities (if

any) will be specified in the relevant Pricing Statement. See the

section on "Market Making Arrangements" in this Base

Prospectus for further details.



Transfer Agent: Such transfer agent as may be appointed under the Agency

Agreement from time to time and specified in the relevant Pricing

Statement.



Agent Bank: Société Générale, Singapore Branch or such other agent bank

as is specified in the relevant Pricing Statement. The Agent

Bank will be responsible for the calculation of certain rates or

amounts and making certain other determinations in relation to

the Notes. See the section on "Terms and Conditions of the

Notes" in this Base Prospectus for further details.



Notes: Notes issued by the Issuer, from time to time, and pursuant to a

synthetic securitisation transaction, in respect of which:



(a) either or both of the principal amount and any interest are

payable;



(b) one or more of the underlying securities, equity interests,

commodities and currencies are to be physically

delivered; or



(c) either or both of the principal amount and any interest are

payable, and one or more of the underlying securities,

equity interests, commodities and currencies are to be

physically delivered,



in accordance with a formula based on one or more of the

following:



(i) the performance of any type of securities, equity interest,

commodity or index, or of a basket of more than one type

of securities, equity interests, commodities or indices;



(ii) the credit risk or performance of any entity or a basket of

entities; and



(iii) the movement of interest rates or currency exchange

rates,



or otherwise within the meaning of "structured notes" as defined

in the SFR.



Equity Linked Notes: Notes in respect of which payment of principal and/or interest

(whether at maturity or otherwise) is calculated by reference to

equity securities and/or rights, options or derivatives in respect of

equity securities will be issued on such terms as may be

specified in the relevant Pricing Supplement.



5

Credit Linked Notes: Notes in respect of which payment of principal and/or interest

(whether at maturity or otherwise) is calculated by reference to

the credits or debt obligations of a specified entity or specified

entities or a basket of such credits or debt obligations will be

issued on such terms as may be specified in the relevant Pricing

Supplement.



Index Linked Notes: Notes in respect of which payment of principal and/or interest

(whether at maturity or otherwise) is calculated by reference to

an index or indices and/or rights, options or derivatives in

respect of such index or indices will be issued on such terms as

may be specified in the relevant Pricing Supplement.



Currency Linked Notes: Notes in respect of which payment of principal and/or interest

(whether at maturity or otherwise) is calculated by reference to

one or more currencies and/or currency exchange rates will be

issued on such terms as may be specified in the relevant Pricing

Supplement.



Commodity Linked Notes: Notes in respect of which payment of principal and/or interest

(whether at maturity or otherwise) is calculated by reference to

the level of a commodity index or a basket of such indices, the

price of a single commodity (such as gold, oil, aluminium,

copper, lead or wheat) and/or the aggregate price of a group of

commodities will be issued on such terms as may be specified in

the relevant Pricing Supplement.



Interest Rate Linked Notes: Notes in respect of which payment of principal and/or interest

(whether at maturity or otherwise) is calculated by reference to

interest rate benchmarks and/or interest rates for specified

currencies will be issued on such terms as may be specified in

the relevant Pricing Supplement.



Fixed Rate Notes: Fixed Rate Notes will bear interest at a fixed rate payable in

arrear on the date or dates in each year specified in the relevant

Pricing Supplement. Equity Linked Notes, Credit Linked Notes,

Index Linked Notes, Currency Linked Notes, Commodity Linked

Notes and Interest Rate Linked Notes may be specified in the

relevant Pricing Supplement as Fixed Rate Notes.



Floating Rate Notes: Floating Rate Notes will bear interest by reference to such

benchmark (as adjusted for any applicable margin) or on such

other basis, in each case, as may be specified in the relevant

Pricing Supplement. Equity Linked Notes, Credit Linked Notes,

Index Linked Notes, Currency Linked Notes, Commodity Linked

Notes and Interest Rate Linked Notes may be specified in the

relevant Pricing Supplement as Floating Rate Notes.



Zero Coupon Notes: Zero Coupon Notes may be issued at their nominal amount or at

a discount to it and will not bear interest. Equity Linked Notes,

Credit Linked Notes, Index Linked Notes, Currency Linked

Notes, Commodity Linked Notes and Interest Rate Linked Notes



6

may be specified in the relevant Pricing Supplement as Zero

Coupon Notes.



Combination: Notes with a combination of any of the features described above,

whether in respect of principal or interest, or Notes in any other

form as may be agreed between the Issuer and the relevant

Dealer, may be issued on such terms as may be specified in the

relevant Pricing Supplement.



Issue Price of Notes: Notes may be issued at their nominal amount or at a discount or

premium to their nominal amount, as specified in the relevant

Pricing Supplement. If Notes are issued at a premium, the actual

yield on those Notes may be less than that described in the

relevant Pricing Statement.



Currencies: Notes may be issued in any currency as specified in the relevant

Pricing Supplement, subject to applicable laws and regulations.



Issuance in Series: The Notes will be issued in series (each a "Series") having one

or more dates of issuance (each an "Issue Date"). Each Series

may be issued in tranches (each a "Tranche") on the same or

different Issue Dates. The specific terms of each Tranche (which

will be supplemented, where necessary, with supplemental

terms and conditions and, save in respect of the Issue Date,

Issue Price, Specified Currency, interest commencement date

and/or the date of the first payment of interest will be identical to

the terms of other Tranches of the same Series) will be set out in

the relevant Pricing Statement.



Form of the Notes: Notes may be issued in bearer form ("Bearer Notes") or

registered form ("Registered Notes") as more fully described in

the section on "Form of the Notes" in this Base Prospectus.



Each Tranche of Bearer Notes may initially be issued in the form

of a temporary global note (a "Temporary Global Note"), or, if

so specified in the relevant Pricing Supplement, a permanent

global note (a "Permanent Global Note"), which, in either case,

will on or prior to the original issue date of the Tranche be

delivered to a common depositary or any other depositary for

Euroclear Bank S.A./N.V. as operator of the Euroclear System

("Euroclear") and/or Clearstream Banking, société anonyme

("Clearstream, Luxembourg") and/or The Central Depository

(Pte) Limited ("CDP") or any other clearing system selected by

the Issuer subject to any restrictions or conditions which may be

applicable.



Each Tranche of Registered Notes will, as specified in the

relevant Pricing Supplement, either be represented by a

registered global note (a "Registered Global Note") which will

be deposited with a common depositary or any other depositary

for, and registered in the name of a common nominee or any

other nominee of, Euroclear and/or Clearstream, Luxembourg

and/or CDP or any other clearing system selected by the Issuer

or be represented by Registered Notes in definitive form.









7

Permanent Global Notes and Registered Global Notes will be

exchangeable for definitive Notes in the limited circumstances

described in the section on "Form of the Notes" in this Base

Prospectus.



Noteholders: Where Notes are represented by Global Notes held through

Euroclear, Clearstream, Luxembourg and/or CDP, the term

"Noteholders" shall mean the persons shown in the records of

Euroclear or Clearstream, Luxembourg and/or CDP, as the case

may be, as a holder of such Notes. Individual retail investors

may not be "Noteholders" in this context. The terms "you",

"investors", "prospective purchasers" or "prospective investors"

used in this Base Prospectus have been used to describe the

individual retail investors purchasing Notes from or through a

Distributor, as the case may be. See the section on "Settlement,

Clearance and Custody - Custody Arrangements" in this Base

Prospectus for further details.



Pricing Statement: A Pricing Statement will be issued by the Issuer in connection

with each Series of Notes, and where the Series comprises more

than one Tranche, a Pricing Statement will provide details of

each Tranche. This Base Prospectus must be read in

conjunction with the relevant Pricing Statement.



Pricing Supplement: The Issuer will prepare a Pricing Supplement in connection with

each Series of Notes, and where the Series comprises more

than one Tranche, a Pricing Supplement may be prepared in

connection with each such Tranche.



The relevant Pricing Supplement in respect of each Tranche or

Series of Notes will supplement the applicable set of Terms and

Conditions of the Notes set out in this Base Prospectus and may

specify other terms and conditions which shall disapply or modify

the applicable set of Terms and Conditions of the Notes, as

applicable. Each Pricing Supplement will be set out in the

relevant Pricing Statement.



Distribution: The Issuer, together with, inter alia, the Guarantor, will enter into

distribution agreements (each a "Distribution Agreement"), with

one or more distributors (each a "Distributor") in connection

with each issue of Notes for the purpose of the distribution of the

Notes to prospective investors. The Issuer may also issue Notes

to the Dealer(s) and the Dealer(s) may subscribe for such Notes

pursuant to the Programme. See the section on "Subscription

Procedures" in this Base Prospectus for further details.



Guarantee: The Guarantor has unconditionally and irrevocably guaranteed

the due payment of all principal and interest (if any) on the Notes

and any other amounts expressed to be payable by the Issuer

under the Trust Deed and the Notes, Receipts and Coupons.

See the section on "Description of the Guarantee" in this Base

Prospectus for further details.



Status: The Notes constitute direct, unconditional, unsubordinated and

unsecured obligations of the Issuer and rank and will rank pari

passu, without any preference among themselves and (save for

certain obligations required to be preferred by law) equally with



8

all other direct, unconditional, unsubordinated and unsecured

obligations of the Issuer, from time to time outstanding.



The Guarantee constitutes direct, unconditional, unsubordinated

and unsecured obligations of the Guarantor and ranks and will

rank (save for certain obligations required to be preferred by law)

equally with all other direct, unconditional, unsubordinated and

unsecured obligations of the Guarantor, from time to time

outstanding.



Negative Pledge: So long as any of the Notes remains outstanding, each of the

Issuer and the Guarantor will not, except with the prior consent

in writing of the Trustee (such consent not to be unreasonably

withheld), create or permit to subsist any mortgage, charge,

pledge or other security interest ("Charge") over the whole or

any part of its undertakings, assets, property or revenues,

present or future, where such Charge is given, or is intended to

be given, to secure any indebtedness of the Issuer or the

Guarantor in respect of any freely transferable securities of, or

guaranteed by, the Issuer or the Guarantor, except for:



(a) any Charge existing at the date of the Trust Deed and as

disclosed to the Trustee (but the amount secured by

such Charge may not be increased);



(b) liens or rights of set-off arising in the ordinary course of

business of the Issuer or the Guarantor; or



(c) such other Charge as shall be approved by an

Extraordinary Resolution of the Noteholders,



or unless, at the same time or prior to such Charge being given,

the obligations of the Issuer or, as the case may be, the

Guarantor under the Notes and the Trust Deed (i) are secured

equally and rateably therewith, or (ii) have the benefit of such

other security, guarantee, indemnity or other arrangement as the

Trustee in its absolute discretion shall deem to be not materially

less beneficial to the Noteholders.



For this purpose, the expression "freely transferable

securities" means any present or future indebtedness in the

form of, or represented by, bonds, notes, debentures, loan stock

or other debt securities which are for the time being, or are

capable of being, quoted, listed or ordinarily dealt in on any stock

exchange, over-the-counter or other organised securities market.



Clearing Systems: Euroclear, Clearstream, Luxembourg, CDP and/or such other

clearing system as may be specified in the relevant Pricing

Supplement (together, the "Clearing Systems" and each, a

"Clearing System").



Maturities: Notes will have maturities of two years or more as specified in

the relevant Pricing Supplement, subject to applicable laws and

regulations.



Specified Denomination: Notes will be in such denominations as may be specified in the

relevant Pricing Supplement, subject to applicable laws and

regulations.

9

Interest Periods and Rates of The length of the interest periods for any Notes and the

Interest: applicable rate of interest or its method of calculation may differ

from time to time or be constant for any Series. Notes may have

a maximum rate of interest, a minimum rate of interest, or both.

The use of interest accrual periods permits Notes to bear interest

at different rates in the same interest period. Notes may also be

non-interest bearing. All such information will be set out in the

relevant Pricing Supplement.



Payments under Notes: Payments under Notes, whether with respect to principal,

interest or any other amount, may be made by the Issuer in cash

and/or in such other form of consideration as may be specified in

the relevant Pricing Supplement.



Redemption: The basis for calculating the redemption amounts payable will be

specified in the relevant Pricing Supplement.



Redemption by Instalments: The relevant Pricing Supplement issued in respect of each issue

of Notes that are redeemable in two or more instalments will set

out the dates on which, and the amounts in which, such Notes

may be redeemed.



Redemption due to occurrence of a The relevant Pricing Supplement issued in respect of each issue

Trigger Event: of Notes will state whether such Notes may be redeemed prior to

their stated maturity upon the occurrence of a Trigger Event (as

defined in the relevant Pricing Supplement). See Condition 6(b)

of the Terms and Conditions of the Notes for further details.



Redemption for taxation reasons: The Notes may be redeemed prior to their stated maturity, at the

option of the Issuer, for taxation reasons. See Condition 6(c) of

the Terms and Conditions of the Notes for further details.



Optional Redemption: The relevant Pricing Supplement issued in respect of each issue

of Notes will state whether such Notes may be redeemed prior to

their stated maturity at the option of the Issuer and/or the

Noteholders (and whether in whole or in part), and if so, the

terms applicable to such redemption. See Conditions 6(d) and

6(e) of the Terms and Conditions of the Notes for further details.



Events of Default: See the section on "Terms and Conditions of the Notes" in this

Base Prospectus for details on events of default in respect of the

Notes. The events of default include, in general terms and

subject to the full provisions of Condition 10 of the Terms and

Conditions of the Notes: (i) failure by the Issuer or the Guarantor

to pay any amount of principal or interest due in respect of the

Notes, (ii) failure by the Issuer or the Guarantor to perform their

obligations under the Notes or the Trust Deed, (iii) the Issuer or

the Guarantor becoming insolvent or being wound-up and (iv) it

becoming unlawful for the Issuer or the Guarantor to perform or

comply with any one or more of their payment or other material

obligations under the Trust Deed or the Notes.



On the occurrence of any such event of default, the Trustee at its

discretion may, and if so required in writing by the holders of at

least 25 per cent. in principal amount of the Notes then



10

outstanding or if so directed by an Extraordinary Resolution of

the Noteholders, shall (subject in each case to being indemnified

to its satisfaction), give notice to the Issuer that the Notes are,

and they shall accordingly forthwith become, immediately due

and repayable at their Early Redemption Amount together with

accrued interest to the date of payment. The Early Redemption

Amount will be stated in the relevant Pricing Statement and/or

Pricing Supplement and may be less than the initial amount

invested in the Notes.



Withholding tax: All payments in respect of the Notes shall be made free and

clear of, and without deduction or withholding for or on account

of, any present or future taxes, duties, assessments or

governmental charges of whatever nature imposed, levied,

collected, withheld or assessed by or within Singapore or any

authority thereof or therein having power to tax, unless such

withholding or deduction is required by law. In such event, the

Issuer or the Guarantor (as the case may be) shall, save in the

limited circumstances set out in Condition 8 of the Terms and

Conditions of the Notes, pay such additional amounts as will

result in the receipt by the Noteholders and the Couponholders

of such amounts as would have been received by them had no

such deduction or withholding been required. See Condition 8 of

the Terms and Conditions of the Notes for further details.



Modifications and Waivers: The Trustee may agree, without the consent of the Noteholders,

the Receiptholders or the Couponholders, to any modification

(subject to certain exceptions as provided in the Trust Deed) of,

or to any waiver or authorisation of any breach or proposed

breach of, any of the Terms and Conditions of the Notes or any

of the provisions of the Trust Deed, or may determine that any

condition, event or act which, but for such determination, would

constitute an Event of Default (as defined in Condition 10 of the

Terms and Conditions of the Notes), shall not be treated as such

which in any such case, in the opinion of the Trustee, is not

materially prejudicial to the interests of the Noteholders, the

Receiptholders and the Couponholders or to any modification of

any of the Terms and Conditions of the Notes or any of the

provisions of the Trust Deed which is of a formal, minor or

technical nature, which is made to correct a manifest error or to

comply with mandatory provisions of law, or which is required by

Euroclear, Clearstream, Luxembourg, CDP and/or any other

relevant Clearing System. Any such modification, waiver,

authorisation or determination shall be binding on the

Noteholders, the Receiptholders and the Couponholders and, if

the Trustee so requires, shall be notified to the Noteholders as

soon as practicable.



Notices: Subject as provided below:



(a) notices regarding Bearer Notes will be validly given to the

holders of such Notes if published in certain newspapers;

and



(b) notices regarding Registered Notes will be validly given

to the holders of such Notes if sent by mail to the

registered address of such holder,



11

all as more fully described in Condition 16 of the Terms and

Conditions of the Notes.



Where any issue of Notes is listed, notices will also be given in

accordance with the rules and requirements of the relevant

securities exchange.



So long as any Global Notes representing the Notes are held in

their entirety on behalf of Euroclear and/or Clearstream,

Luxembourg, notices in respect of those Notes may be given by

the delivery of the relevant notice to Euroclear and/or

Clearstream, Luxembourg for communication by them to the

holders of the Notes in substitution for publication in

newspapers.



An investor who purchases Notes through a Distributor will need

to rely on such Distributor (as a direct or indirect participant in

the relevant Clearing System) to distribute notices to it.



Unless otherwise specified in the Terms and Conditions of the

Notes, notices to be given by any Noteholder to the Issuer shall

be:



(a) in writing and lodged with the Issuing and Paying Agent

(in the case of Bearer Notes) or the Registrar (in the case

of Registered Notes); and



(b) where any Notes are represented by a Global Note held

by or on behalf of Euroclear and/or Clearstream,

Luxembourg, given to the Issuing and Paying Agent (in

the case of Bearer Notes) or the Registrar (in the case of

Registered Notes) through Euroclear and/or Clearstream,

Luxembourg, as the case may be.



See Condition 16 of the Terms and Conditions of the Notes for

further details.



Further Issues: The Issuer may from time to time without the consent of the

Noteholders, the Receiptholders or the Couponholders create

and issue further Notes ranking pari passu in all respects with,

and having the same terms and conditions as, the outstanding

Notes, and so that the same shall be consolidated and form a

single Series with the outstanding Notes.



Swap Agreements: In connection with the issues of the Notes, the Issuer may enter

into one or more derivative transactions for the purposes, inter

alia, of hedging any foreign exchange, interest rate, credit or

other exposure it may have in respect of the Notes or (where

applicable) any underlying reference assets, or creating

exposure to any reference assets. See the section on

"Summary of the Swap Arrangements" in this Base Prospectus

for further details.



Rating: Unless otherwise specified in the relevant Pricing Statement,

the Notes will not be rated by any rating agency.







12

Listing: Unless otherwise specified in the relevant Pricing Statement, the

Notes will not be listed on any securities exchange.



Governing Law: Singapore law, unless otherwise specified in the relevant Pricing

Statement. The Singapore courts will have jurisdiction to settle

disputes relating to the Notes, even where the governing law of

the Notes is not Singapore law.



Selling Restrictions: See the section on "Selling Restrictions" in this Base Prospectus

for a discussion of certain restrictions on the offering of Notes

and the distribution of offering materials in various jurisdictions.









13

DETAILS OF OFFERS



Information in respect of the procedures by which any Series of Notes will be offered will be included in

the relevant Pricing Statement. The relevant Pricing Statement will include information on the offer

period during which applications for Notes may be made, the amount of the purchase price for such

Notes (or the method by which it will be fixed), the method and timing of payment of the purchase price

of such Notes and other relevant information as to application procedures and allocation of such Notes.



The aggregate principal amount of Notes being offered shall be indicated in the relevant Pricing

Statement. Notes will be offered on a first come-first served basis or on such other basis as may be

indicated in the relevant Pricing Statement. In addition, where indicated in the relevant Pricing

Statement, the Issuer reserves the right to close an offer period early in the event that it receives valid

applications for the aggregate principal amount of Notes being initially offered. Where indicated in the

relevant Pricing Statement, the Issuer may, at its discretion, at any time prior to the closing of an offer,

reduce the aggregate principal amount of Notes being initially offered to a minimum amount indicated in

the relevant Pricing Statement or increase it to a maximum amount indicated in the relevant Pricing

Statement.



The Issuer will not have the right to accept or retain over-subscriptions in respect of an offer unless

there is an increase in the principal amount of Notes being offered under such offer.









14

SUBSCRIPTION PROCEDURES



General



The Issuer, together with, inter alia, the Guarantor, will enter into Distribution Agreements with one or

more Distributors in connection with each issue of Notes for the purpose of the distribution of the Notes

to prospective investors. If so agreed between the Issuer and the Dealer in respect of any Series of

Notes, the Issuer may also issue Notes to the Dealer and the Dealer may subscribe for such Notes

pursuant to the Programme, as described below under the heading "Where Notes are offered to the

Dealer". In any event, the Issuer will not grant any pre-emptive rights for the subscription for or

purchase of the Notes.



If you wish to purchase any Notes as part of the Issuer’s offering pursuant to this Base Prospectus and

any Pricing Statement, you must contact one of the Distributors (whose contact details will be stated in

the relevant Pricing Statement) as Notes are only offered through the Distributors. The relationship you

have with your Distributor is governed by the customer agreement (if any and if applicable) you sign

with your Distributor and is not related to or controlled by the Issuer, the Guarantor or the Arranger or

by anything in this Base Prospectus or the relevant Pricing Statement. The Distribution Agreements will

set out amongst other things the requirement for the Distributors to comply with the section on "Selling

Restrictions" in this Base Prospectus and all relevant laws, regulations and guidelines or codes issued

by the Authority. Your Distributor, as a person licensed by or registered with the Authority, is required to

assess whether any Notes are a suitable investment for you and explain the features of such Notes and

the risks arising from an investment in such Notes.



When prospective investors apply to purchase any Notes through a Distributor, they may be

charged a handling fee by the Distributor in connection with such subscription. Prospective

investors are advised to contact the Distributors for further details of any such handling fee which may

be levied. The handling fees payable to one Distributor may differ from those payable to another

Distributor.



Prospective investors are advised that arrangements for the purchase by them of any Notes as part of

the initial issue of a Series of Notes (including, without limitation, arrangements regarding the time and

method of payment of the purchase price for the Notes, the amount of the charges to be levied by the

Distributor, the opening and closing period (if any) for placing an order for the Notes and the

arrangements for refund or payment of additional sums) may be as separately agreed between the

prospective investors and the Distributor and may be subject to the Distributor’s terms and conditions

relating to such arrangements. Each Distributor may impose different arrangements relating to the

purchase of the Notes and prospective investors should contact the Distributors for information relating

to such arrangements. It is important that you familiarise yourself with, and ensure that you understand

and accept, the terms and conditions imposed by the Distributors.



The identities and respective contact details of the Distributors for each specific Series of Notes will be

set out in the relevant Pricing Statement.



The relevant Pricing Statement will set out the terms, conditions and procedures for application and

acceptance of the Notes. The relevant Pricing Statement will also include a description of the manner in

which results of the allocation of the Notes being offered are to be made public and where appropriate,

the manner for refunding excess amounts paid by applicants.



Where Notes are to be cleared through CDP



In addition to the information under "General" above, where it is indicated in the relevant Pricing

Statement that the clearing system for the Notes is CDP, you must either (i) open a, or have an

existing, direct securities account with CDP, or (ii) open an investment account with a Distributor who is

a Depository Agent approved by CDP under the Companies Act to maintain securities sub-accounts

and to hold the Notes in such securities sub-accounts for themselves and their clients.







15

If you wish to open such an investment account with a Distributor, you must arrange to open an

investment account in good time before placing your order.



Please refer to the section on "Settlement, Clearance and Custody – Custody Arrangements" in this

Base Prospectus for important points about opening, and holding your Notes in, an investment account

with a Distributor.



Where Notes are offered to the Dealer



If so agreed between the Issuer and the Dealer, the Issuer may issue a portion of any Series of Notes

from time to time issued by it, to the Dealer. Thereafter, the Dealer may offer such Notes pursuant to

exemptions invoked under Section 274 and/or Section 275 of the SFA at such price and other terms as

the Dealer may deem appropriate (i) to an institutional investor under Section 274 of the SFA, or (ii) to a

relevant person, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the

conditions, specified in Section 275 of the SFA.



In such event, this Base Prospectus and the relevant Pricing Statement or any other document or

material in connection with the offer or sale, or invitation for subscription or purchase of such Notes,

may not be circulated or distributed, nor may such Notes be offered or sold, or be made the subject of

an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other

than (i) to an institutional investor under Section 274 of the SFA, or (ii) to a relevant person, or any

person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions, specified in

Section 275 of the SFA.



Where such Notes are subscribed or purchased under Section 275 of the SFA by a relevant person

which is:



(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the

sole business of which is to hold investments and the entire share capital of which is owned by

one or more individuals, each of whom is an accredited investor; or



(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold

investments and each beneficiary of the trust is an individual who is an accredited investor,



shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights

and interest (howsoever described) in that trust shall not be transferred within six months after that

corporation or that trust has acquired the Notes pursuant to an offer made under Section 275 of the

SFA except:



(1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person

pursuant to Section 275(1A) of the SFA, and in accordance with the conditions, specified in

Section 275 of the SFA;



(2) where no consideration is or will be given for the transfer; or



(3) where the transfer is by operation of law.









16

MARKET MAKING ARRANGEMENTS



The relevant Pricing Statement will describe the market making arrangements (if any) to be

implemented in connection with an issue of Notes offered in Singapore, including the identity of any

person (the "Market Agent") who will conduct such activities and the extent thereof. You are therefore

advised to read the relevant Pricing Statement for a description of the circumstances (if any) in which

you will be able to sell your Notes, or if applicable purchase further Notes, after the issue date of a

Series or a Tranche of Notes. The market making arrangements (if any) will be conducted by the

Market Agent in compliance with applicable laws and regulations.



Noteholders are advised that these market making arrangements (if any) will be on a best efforts

basis and do not ensure an active trading market for the Notes. There can be no assurance that

the Market Agent will make a market in the Notes, or if it does so, that it will continue to do so.

Accordingly, there can be no assurance that investors or members of the public will have

access to a bid price for the Notes in a principal amount which they may wish to sell.









17

RISK FACTORS



Prospective investors in Notes should carefully consider, along with the other information set out in this

Base Prospectus and the relevant Pricing Statement, the risk factors highlighted below. In particular,

the Pricing Statement may contain additional risk factors which you should consider prior to making an

investment decision in the relevant Series of Notes. Capitalised terms used in this section which have

not been defined in this Base Prospectus and the relevant Pricing Statement shall have the meanings

given to them in the Terms and Conditions of the Notes.



The information set out herein and in the relevant Pricing Statement is included for the purpose of

enabling prospective investors and their advisers to make an informed assessment of the terms of any

Notes, the general risks of investing in any Notes, and the capacity of the Issuer to fulfil its obligations

under such Notes. The risk factors set out in this document and in the Pricing Statement cannot

disclose or foresee all risks of investing in Notes. Investors should not rely on the information set out

herein as the sole basis for any investment decision in relation to any Notes but should seek

appropriate and relevant advice concerning the appropriateness of an investment in Notes for their

particular circumstances.



Risks Relating to the Issuer, the Guarantor and other Transaction Parties



The Issuer is a Special Purpose Company



The Issuer's sole business is the raising of money by issuing Notes under the Programme, the entering

into of related derivatives and other contracts, and the lending or advancing of moneys to the Group. As

such, the Issuer has, and will have, no assets other than its issued and paid-up share capital, its rights,

title and interest under the said related derivatives and other contracts, the rights to repayment of

monies lent or advanced to the Group and interest payments (if any), payable under the loans or

advances to the Group.



No Regulation of the Issuer by any Regulatory Authority



The Issuer is not required to be licensed, registered or authorised under any current securities,

commodities or banking laws of its jurisdiction of incorporation and will operate without supervision by

any authority in any jurisdiction. There is no assurance, however, that regulatory authorities in one or

more jurisdictions would not take a contrary view regarding the applicability of any such laws to the

Issuer. The taking of a contrary view by such regulatory authority could have an adverse impact on the

Issuer or the holders of the Notes.



Creditworthiness of the Issuer and the Guarantor



The Notes constitute general and unsecured contractual obligations of the Issuer and (to the extent of

the Guarantee) the Guarantor only, which will rank equally with all other unsecured contractual

obligations of the Issuer and the Guarantor, respectively, and behind preferred liabilities, including

those mandatorily preferred by law. If you purchase the Notes, you are relying upon the

creditworthiness of the Issuer and the Guarantor and no other person.



The Guarantor is a holding company incorporated for the purpose of holding investments both in

Singapore and abroad. The Issuer may rely on funding and credit support from the Guarantor, and the

Guarantor will rely on its investment income, including dividends and distributions from its subsidiaries,

associated companies and investee companies and proceeds from divestments, to meet their

respective obligations, including obligations under the Notes and the Guarantee. The ability of the

Guarantor's subsidiaries, associated companies and investee companies to pay dividends and other

distributions and, to the extent that the Guarantor relies on dividends and distributions to meet its

obligations, the ability of the Guarantor to make payments, are subject to applicable laws and

regulations (contractual or otherwise) on the payment of dividends and distributions contained in

relevant financing or other agreements of such companies.







18

The Notes and the Guarantee contain no covenants that prohibit the Guarantor's subsidiaries,

associated companies and investee companies from entering into agreements which may restrict their

ability to pay dividends and distributions to the Guarantor.



Payments on the Notes and the Guarantee are subordinated to all and any existing and future liabilities

and obligations of each of the Guarantor's subsidiaries (other than the Issuer), associated companies

and investee companies. Claims of creditors of such companies will have priority as to the assets of

such companies over the Guarantor and its creditors, including holders of the Notes seeking to enforce

the Guarantee. The Trust Deed does not contain any restrictions on the ability of the Issuer, the

Guarantor or its subsidiaries, associated companies and investee companies to incur additional

indebtedness.



No Reliance



None of the Issuer, the Guarantor, the Arranger or the Dealers is acting as an investment adviser, or

assumes any fiduciary obligation, to any investor or purchaser of Notes. Each prospective investor must

determine, based on its own review and such professional advice (including, without limitation, tax,

accounting, credit, legal and regulatory advice) as it deems appropriate under the circumstances, that

its acquisition and holding of Notes (i) is fully consistent with its (or if it is acquiring Notes in a fiduciary

capacity, the beneficiary’s) financial needs, objectives and condition, (ii) complies and is fully consistent

with all investment policies, guidelines and restrictions applicable to it (whether acquiring such Notes as

principal or in a fiduciary capacity), and (iii) is a fit, proper and suitable investment for it (or if it is

acquiring such Notes in a fiduciary capacity, for the beneficiary), notwithstanding the clear and

substantial risks inherent in investing in or holding such Notes.



A prospective investor may not rely on the Issuer, the Guarantor or the Arranger in connection with its

determination as to the legality of an acquisition of Notes by such prospective investor or as to the other

matters referred to above.



Risks Relating to the Notes



General Risk Warning



The Notes are not conventional debt securities as they are linked to the performance of an underlying

asset or basket of assets, including reference assets such as shares (equities), equity indices, credit

or debt obligations, an index or indices, foreign exchange rates, commodities and interest rates.

Potential investors should therefore understand that the payment amount, whether in respect of

principal, interest or any other sum payable under the Notes, will be dependent upon the performance

of the underlying asset or basket of assets and may, in certain circumstances, be zero.



Suitability of the Notes



The purchase of the Notes involves certain risks including market risk, credit risk and liquidity risk.

Investors should ensure that they understand the nature of all these risks before making a decision to

invest in the Notes. This Base Prospectus and the relevant Pricing Statement are not and do not

purport to be investment advice. You should conduct such independent investigation and analysis

regarding the Notes as you deem appropriate. You should make an investment only after you have

determined that such investment is suitable for your financial investment objectives and should consider

carefully whether the Notes are suitable for you in light of your experience, objectives, financial position

and other relevant circumstances.



Risk of Fluctuations in Value of the Notes



Structured products such as the Notes can be volatile instruments and may be subject to considerable

fluctuations in value and other risks inherent in investing in securities and there can be no assurance

that any appreciation in value will occur or that capital value will be preserved. The price of the Notes

may fall in value as rapidly as it may rise due to factors including (but not limited to) variations in the



19

frequency and magnitude of the changes in the price of any securities, commodities or any derivative

instruments that may underlie the Notes or in the level of any index to which the Notes relate, dividends

and interest rates, and the creditworthiness of the reference entities.



Repayment of principal amount not guaranteed, whether on maturity or otherwise



If Notes are repurchased or redeemed before the maturity date, the principal amount of (or your

investment in) the Notes may not be protected. If you hold Notes until the maturity date specified in the

relevant Pricing Statement, you will receive an amount equivalent to the redemption amount or

equivalent specified in the relevant Pricing Statement, which amount may be less than your original

investment amount. In each case, there is no guarantee that the amount that you will receive will be

equal to your original investment amount.



Exposure to Exchange Rate Risks



You may be exposed to exchange rate risks where Notes are denominated in one currency (the "base

currency") and the underlying reference assets are denominated in, or the basis upon which the

repayment of the principal amount of Notes or the basis upon which any interest or other returns on

Notes are calculated in, one or more different currencies). Depending on the performance of these

other currencies against the base currency, the market value of Notes will be affected if Notes are sold

back to the Issuer before the maturity date of Notes. If such currencies weaken against the base

currency, the market value of Notes is likely to decrease and vice versa.



Physical Settlement of Notes



The relevant Pricing Statement may provide that the Issuer may, at its election or otherwise as provided

in the relevant Pricing Statement, physically settle its payment obligations under the Notes. When such

Notes are physically settled, the Issuer will not pay you cash in discharge of its payment obligations,

whether in respect of principal, interest or otherwise, under the Notes but will deliver to you the

underlying assets, which may, for example, be shares (or any other form of securities) or bonds (or any

other form of debt securities) specified in the relevant Pricing Statement.



There is no guarantee that there will be any market or liquidity in relation to such assets or if you would

be able to dispose or realise such underlying assets for an amount equivalent to the payment

obligations of the Issuer under such Notes. Therefore, if the Issuer physically settles any of its payment

obligations under such Notes, you may upon realisation of such underlying assets receive less cash

than if the Issuer had settled its payment obligations under such Notes in cash.



Modifications and Waivers



The Terms and Conditions of the Notes contain provisions for calling meetings of Noteholders of the

relevant Series to consider matters affecting their interests generally. These provisions permit defined

majorities to bind all Noteholders of the relevant Series including Noteholders who did not attend and

vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority.



Risks relating to liquidity



Market, Liquidity and Yield Considerations



You should be prepared to hold Notes until the relevant maturity date specified in the relevant Pricing

Statement. Notes may not have an established trading market when issued. There can be no assurance

of a secondary market for Notes or the liquidity of such a market if one develops. Notes could be traded in

the secondary market at prices that may be higher or lower than the initial subscription price or purchase

price depending on many factors, including prevailing interest rates and prevailing interest rates

expectations, the Issuer’s and/or the Guarantor's perceived credit quality and the market for any similar

securities. Consequently, you may not be able to sell your Notes readily or at prices that will enable you to

realise a yield comparable to that of similar instruments (if any) with a developed secondary market.



20

Market Making Arrangements



The Notes may not be listed on any securities exchange and accordingly, an investor may not have the

option to buy or sell any Notes through a securities exchange platform. There may or may not be

market making arrangements implemented by the Market Agent in connection with an issue of Notes. In

any case, such market making arrangements (if any) will be on a best efforts basis and do not ensure

an active trading market for the Notes. There can be no assurance that the Market Agent will make a

market in the Notes, or if it does so, that it will continue to do so. Accordingly, there can be no

assurance that investors or members of the public will have access to a bid price for the Notes in a

principal amount which they may wish to sell.



Risk of Extension of the Maturity Date



Investors should note that the investment tenure in Notes may be extended in the event the maturity

date of Notes, as specified in the relevant Pricing Statement, is deferred. In such event, the payment of

the redemption amount of Notes may be delayed beyond the maturity date of such Notes initially

specified in the relevant Pricing Statement. If applicable, the circumstances in which the maturity date

of Notes may be extended will be specified in the relevant Pricing Statement.



Other Risks



Risks relating to the Swap Agreements



If a Swap Agreement is entered into in connection with a Series of Notes and if terminated by the Issuer

or the Swap Provider in whole or in part, the Notes of such Series may be redeemed in whole or, in

certain circumstances, in part. Derivative contracts (such as the Swap Agreement in respect of such

Series) have special risks associated with them, including possible default by the counterparty to the

transaction(s) (which make up the derivative contract) which could result in the early termination of the

derivative contract. Also, the value of a transaction can be volatile and in the case of an early

termination of any derivative contract (including the Swap Agreement in respect of such Series), the

value of the transactions terminated could result in significant losses to the Issuer, which in turn may

have an impact on the return on Notes of such Series.



Structured derivative transactions can be illiquid transactions and consequently, it may be difficult for

the Issuer to find replacement counterparties who will pay the market value of the related derivative

transaction, which in turn may affect the income attributable to such Series of Notes and the Issuer’s

ability to satisfy its payment obligations to the Noteholders in respect of such Series of Notes.



Risks relating to settlement



Upon purchasing the Notes, the investor assumes the settlement risks relating to the Issuer or the

Distributor failing to settle the Notes on the relevant Issue Date, and unless otherwise stated in the

relevant Pricing Statement:



(a) in the event that the Issuer fails to issue the Notes, the Distributor will credit the investment

amount paid by the investor to the investor's investment account, without liability for any

interest or further payment to the investor;



(b) in the event that the Distributor fails to pay the investment amount to the Issuer, the investor will

not be issued the Notes and will not have any recourse to the Issuer, the Guarantor or the

Arranger, but only to the Distributor;



(c) investors should be aware that upon placing an order for the subscription of Notes, the

investor's investment account may be debited the investment amount (and any applicable fees

and charges) and the date of debiting of funds may be on a date that is earlier than the

applicable settlement date. By agreeing to invest in the Notes, investors acknowledge that the

Issuer, the Guarantor and the Arranger shall not be liable to the investor for any interest or



21

other compensation for such authorised debits from an investor's investment account; and



(d) with respect to any early redemption or at maturity, funds accruing to the investor will be

credited to the investor's investment account only after actual receipt and processing of cleared

funds by the Distributor from the Issuer. This process may result in a payment to the investor on

a date subsequent to any stated early redemption or maturity date. The Issuer, the Guarantor,

the Arranger and their agents shall not be liable to the investor for any interest or other

compensation in the event of any delayed payment or credit to the investor's investment

account.



Return on an investment in Notes will be affected by charges incurred by investors



The Pricing Statement in respect of an issue of Notes will describe the payments which may be made

under the relevant Notes. However, your total return on an investment in any Notes may also be

affected by fees charged by a Distributor or otherwise. Fees may be charged by a Distributor for,

amongst other things, the opening and operation of an investment account, transfers of Notes, custody

services and on payments of interest and principal. You are therefore advised to consult with your

Distributor to ascertain the basis on which fees will be charged by the Distributor on your Notes.



Deemed Notice of the Provisions of the Transaction Documents



The descriptions of the Transaction Documents contained in this Base Prospectus (including the

descriptions set out in the section on "Description of Selected Transaction Documents") are summaries

only and Noteholders are deemed to have notice of the provisions of such documents. The descriptions

herein are qualified in their entirety by reference to the provisions of the relevant Pricing Statement and

the legal documentation relevant to the issue of a particular Series of Notes, details in respect of which

will be provided in the relevant Pricing Statement. The full text of these documents is or, as the case

may be, will be available for inspection as set out under the section on "General and Statutory

Information" in this Base Prospectus.



Base Prospectus to be read together with the relevant Pricing Statement; descriptions of the

Programme and the Notes are summaries only



Notes will be offered from time to time under the Programme on the basis of the information set out in

this Base Prospectus (and any supplementary or replacement Base Prospectus), read together with the

relevant Pricing Statement to be issued by the Issuer in connection with the issue of the relevant Series

of Notes. You will have to read the relevant Pricing Statement together with this Base Prospectus to

obtain full details regarding an investment in the relevant Series of Notes.



The descriptions of the Programme and Notes included in this Base Prospectus and the relevant

Pricing Statement are summaries only. The full terms and conditions of the Notes can be reviewed by

reading together the following: (i) the terms and conditions as set out in full in the section on "Terms

and Conditions of the Notes" in this Base Prospectus which (subject to the relevant Pricing

Supplement) constitutes the basis of all Notes to be offered under the Programme, and (ii) the relevant

Pricing Supplement which is set out in the relevant Pricing Statement. The relevant Pricing Supplement

applies and/or disapplies, supplements and/or amends the terms and conditions of the Notes in the

manner required to reflect the particular terms and conditions applicable to the relevant Series of Notes

(or Tranche thereof).



Copies of the legal documentation relating to this Programme are available for inspection as described

under the section on "General and Statutory Information" in this Base Prospectus. As and when any

Series of Notes (or Tranche thereof) is issued, copies of the relevant Pricing Supplement and the

relevant Pricing Statement, if issued, will be available for inspection in the manner and form set out in

the relevant Pricing Statement.









22

Consequences of Non-availability of Definitive Notes in respect of Notes



Unless otherwise specified in the relevant Pricing Statement, each Series of Notes will be in the form of

one or more Global Notes, and definitive Notes in respect of Notes will only be issued in very limited

circumstances. Individual Noteholders must hold their Notes in (1) a direct securities account with CDP

or a securities sub-account with a Depository Agent or (2) an investment account with an accountholder

at an authorised depositary common to Euroclear or Clearstream, Luxembourg, depending on which

clearing system the relevant Series of Notes are cleared through. For the purpose of the initial

allocation of the Notes, you must already have, or must open, (1) a direct securities account with CDP,

(2) an investment account with any of the Distributors who are also Depository Agents, or (3) you must

already have access to trading facilities at Euroclear or Clearstream, Luxembourg through other means.

See the sections on "Subscription Procedures" and "Settlement, Clearance and Custody" in this Base

Prospectus for further details. Your ability to pledge your interest in any Notes held by you to any

person who is not an accountholder at Euroclear, Clearstream, Luxembourg and/or CDP, or otherwise

to take action in respect of your interest, may be affected by the lack of any definitive Notes in respect

of Notes.



The standard terms and conditions of the investment account of any of the Distributors may permit it to

take a security interest in, or to impose other restrictions on, Notes credited to the account or to

exercise a lien, right of set off or similar claim against you in respect of monies held in any of your

accounts maintained with the Distributor to secure any amounts which may be owing by you to it.



For so long as any Notes are represented by a Global Note held through a Clearing System, and for the

purposes of payments and delivery of notices required to be made by the Issuer to Noteholders, the

Distributors, which are participants of the Clearing System, will be treated as the Noteholder. Therefore,

for so long as any Notes are represented by a Global Note held through a Clearing System, notices that

are required to be given to Noteholders may be given by delivering them via the relevant Clearing

System or otherwise to the participants of such Clearing System. Any notice so delivered shall be

deemed to have been duly given to Noteholders. You will have to rely on the relevant Distributor to

distribute notices to you which it receives through the Clearing System or by other means from the

Issuer or the Trustee. The Issuer, the Guarantor, the Arranger, the Trustee, the Dealers and the Issuing

and Paying Agent accept no responsibility for any failure or delay on the part of a Distributor in doing

so.



You may also have to rely on the relevant Distributor to credit your account with payments credited to it

through the Clearing System or by other means from the Issuer or the Trustee. As a result of having to

rely on the relevant Distributor in these circumstances, you will be exposed to the credit risks and other

default risks of the relevant Distributor. The Issuer, the Guarantor, the Arranger, the Trustee, the

Dealers and the Issuing and Paying Agent accept no responsibility for any failure or delay on the part of

a Distributor in doing so.



Please refer to the section on "Form of the Notes" in this Base Prospectus for further details on the

circumstances under which the Global Notes may be exchanged for definitive Notes.



No right to proceed directly against the Issuer and/or the Guarantor



Only the Trustee may enforce the rights of the Noteholders under the Notes. Noteholders shall not be

entitled to proceed directly against the Issuer and/or the Guarantor to enforce the performance of any of

the provisions of the Notes unless the Trustee, having become bound to take proceedings, fails or

neglects to do so within a reasonable period and such failure or neglect is continuing. In addition,

investors who hold their Notes in investment accounts with Distributors will need to rely upon their

Distributor (as the Noteholder) to contact the Trustee to take action against the Issuer and/or the

Guarantor on their behalf. The terms of business of one Distributor or broker to another may be very

different and prospective investors are advised to read carefully the terms of business of their

Distributor and to ensure they understand the circumstances in which they may rely upon their

Distributor to act on their behalf.







23

The term "principal" when used in respect of Notes may not refer to the initial amount invested by

investors



The "principal" amount of a Note may not be equal to the initial amount invested by an investor in the

Note. For example, a reference to the "principal" amount of a Note may be a reference to the

redemption amount of that Note which could be less than the investor's initial investment. Please see

Condition 5(g) of the Terms and Conditions of the Notes set out in the section on "Terms and

Conditions of the Notes" in this Base Prospectus for further details on references to principal in respect

of Notes.



Potential and Actual Conflicts of Interests



Société Générale, Singapore Branch and any of its subsidiaries and affiliates, in connection with their

other business activities, may from time to time engage in business with or possess or acquire material

information about the reference assets or entities or any other asset or entity on whose condition the

payments on Notes are dependent. Such activities and information may cause consequences adverse

to the investors in Notes. Such actions may include, without limitation, the exercise of voting powers,

the purchase and sale of securities, financial advisory relationships and exercise of creditor rights.

Société Générale, Singapore Branch and any of its subsidiaries and affiliates have no obligation to

disclose such information about any such asset or entity. Société Générale, Singapore Branch, its

subsidiaries and affiliates and its or their respective officers and directors may engage in any such

activities without regard to Noteholders or the effect that such activities may directly or indirectly have

on Noteholders.



Potential investors should seek such independent advice as they deem appropriate to evaluate the risk

of these potential conflicts of interests.



Tax consequences of holding the Notes



You should consider the tax consequences of investing in the Notes and consult your tax adviser about

your own tax situation.



Change of law



The Terms and Conditions of each Series of Notes are governed by Singapore law in effect as at the

date of issuance of such Series of Notes. No assurance can be given as to the impact of any possible

judicial decision or change to Singapore law or administrative practice in Singapore after the date of

issuance of such Notes.









24

FORM OF THE NOTES



Notes of each Series will be in either bearer form, with or without interest coupons attached, or

registered form, without interest coupons attached. Both Bearer Notes and Registered Notes will be

issued outside the United States in reliance on Regulation S under the Securities Act ("Regulation S").

Bearer Notes are not exchangeable for Registered Notes.



Bearer Notes



Each Tranche of Bearer Notes will be initially issued in the form of either a Temporary Global Note or a

Permanent Global Note as indicated in the relevant Pricing Supplement, which, in either case, will be

delivered on or prior to the original issue date of the Tranche to a common depositary or any other

depositary for Euroclear and Clearstream, Luxembourg and/or to the CDP. Whilst any Bearer Note is

represented by a Temporary Global Note, no payments shall be made on the Temporary Global Note

prior to the Temporary Global Note Exchange Date (as defined below) in respect of Notes represented

by the Temporary Global Note unless the Issuing and Paying Agent shall have received, prior to the

date of each such payment, certification of non-U.S. beneficial ownership by a common depositary for

Euroclear or Clearstream, Luxembourg or CDP to the effect that Euroclear or Clearstream, Luxembourg

or CDP has received a like certificate.



On or after the Temporary Global Note Exchange Date (as defined below), interests in such Temporary

Global Note will be exchangeable (free of charge) either for (i) interests in a Permanent Global Note of

the same Series or (ii) for definitive Bearer Notes of the same Series, as stated in the relevant Pricing

Statement and/or the relevant Pricing Supplement, in each case against certification of beneficial

ownership as described above unless such certification has already been given, provided that

purchasers in the United States and certain U.S. persons will not be able to receive definitive Bearer

Notes. The holder of a Temporary Global Note will not be entitled to collect any payment of interest,

principal or other amount due on or after the Temporary Global Note Exchange Date unless, upon due

certification, exchange of the Temporary Global Note for an interest in a Permanent Global Note or for

definitive Bearer Notes is improperly withheld or refused.



"Temporary Global Note Exchange Date" means a day falling not less than 40 days from the issue

date of the Notes after the day on which the notice in writing has been given to the Issuing and Paying

Agent by Euroclear or Clearstream, Luxembourg or CDP acting on behalf of an accountholder requiring

exchange and on which commercial banks are open for business in Singapore.



Payments of principal, interest (if any) or any other amounts on a Permanent Global Note will be made

through Euroclear and/or Clearstream, Luxembourg and/or CDP against presentation or surrender (as

the case may be) of the Permanent Global Note without any requirement for certification.



Each Permanent Global Note will be exchangeable, on or after the Permanent Global Note Exchange

Date (as defined below), in whole (but not in part), free of charge to the holder, for definitive Bearer

Notes (a) if the Permanent Global Note is held by or on behalf of Euroclear, Clearstream, Luxembourg

or any other clearing system other than CDP and any such clearing system has been closed for

business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or

has announced an intention permanently to cease business or does in fact do so and no alternative

clearing system is available, or (b) if the Permanent Global Note is held by or on behalf of CDP and (i)

an Event of Default (as defined in Condition 10 of the Terms and Conditions of the Notes) has occurred

and is continuing, (ii) CDP has been closed for business for a continuous period of 14 days (other than

by reason of holiday, statutory or otherwise), (iii) CDP has announced an intention permanently to

cease business and no alternative clearing system is available, or (iv) CDP has notified the Issuer that it

is unable or unwilling to act as depository for the Notes and to continue performing its duties set out in

the Depository Services Agreement and no alternative clearing system is available.



"Permanent Global Note Exchange Date" means a day falling not less than 60 days after the day on

which the notice in writing has been given to the Issuing and Paying Agent by Euroclear or

Clearstream, Luxembourg or CDP acting on behalf of an accountholder requesting exchange and on



25

which commercial banks are open for business in Singapore and, in the case of exchange pursuant to

(a) as provided in the preceding paragraph, a day on which commercial banks are open for business in

the cities in which Euroclear and Clearstream, Luxembourg or, if relevant, any other clearing system,

are located.



The following legend will appear on all Bearer Notes which have an original maturity of more than 365

days and on all receipts and interest coupons and talons relating to such Notes:



"ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO

LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS

PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE."



The sections referred to provide that United States holders, with certain exceptions, will not be entitled

to deduct any loss on Bearer Notes, receipts or interest coupons and will not be entitled to capital gains

treatment of any gain on any sale, disposition, redemption or payment of principal in respect of such

Notes, receipts or interest coupons.



Bearer Notes which are represented by a Bearer Global Note will only be transferable in accordance

with the rules and procedures for the time being of Euroclear, Clearstream, Luxembourg and/or CDP,

as the case may be.



Registered Notes



The Registered Notes of each Tranche will initially be represented by a Registered Global Note or by

Registered Notes in definitive form. Prior to expiry of the distribution compliance period (as defined in

Regulation S) applicable to each Tranche of Notes, beneficial interests in a Registered Global Note

may not be offered or sold to, or for the account or benefit of, a U.S. person save as otherwise provided

under applicable U.S. law exemptions and may not be held otherwise than through Euroclear or

Clearstream, Luxembourg or, as the case may be, CDP.



The Registered Global Notes will be deposited with a common depositary or any other depositary for,

and registered in the name of a common nominee or any other nominee of, Euroclear and Clearstream,

Luxembourg and/or, as the case may be, CDP, as specified in the relevant Pricing Statement and/or

the relevant Pricing Supplement. Persons holding beneficial interests in Registered Global Notes will be

entitled, under the circumstances described below, to receive definitive Notes in fully registered form.



Payments of principal, interest and any other amount in respect of the Registered Global Notes will, in

the absence of provision to the contrary, be made to the person shown on the Register as the

registered holder of the Registered Global Notes. None of the Issuer, the Guarantor, the Issuing and

Paying Agent, the Registrar or any other agent will have any responsibility or liability for any aspect of

the records relating to or payments or deliveries made on account of beneficial ownership interests in

the Registered Global Notes or for maintaining, supervising or reviewing any records relating to such

beneficial ownership interests.



Payments of principal, interest or any other amount in respect of the Registered Notes in definitive form

will, in the absence of provision to the contrary, be made to the persons shown on the Register on the

relevant Record Date (as defined in Condition 5(d) of the Terms and Conditions of the Notes)

immediately preceding the due date for payment in the manner provided in that Condition.



Interests in a Registered Global Note will be exchangeable, on or after the Registered Global Note

Exchange Date (as defined below), in whole (but not in part), free of charge to the registered holder, for

Notes in definitive form (a) if the Note is registered in the name of a common nominee or any other

nominee for Euroclear, Clearstream, Luxembourg or any other clearing system other than CDP and any

such clearing system has been closed for business for a continuous period of 14 days (other than by

reason of holiday, statutory or otherwise) or has announced an intention permanently to cease business

or does in fact do so and no alternative clearing system is available, or (b) if the Note is registered in

the name of CDP or its nominee(s) and (i) an Event of Default (as defined in Condition 10 of the Terms



26

and Conditions of the Notes) has occurred and is continuing, (ii) CDP has been closed for business for

a continuous period of 14 days (other than by reason of holiday, statutory or otherwise), (iii) CDP has

announced an intention permanently to cease business and no alternative clearing system is available,

or (iv) CDP has notified the Issuer that it is unable or unwilling to act as depository for the Notes and to

continue performing its duties set out in the Depository Services Agreement and no alternative clearing

system is available.



"Registered Global Note Exchange Date" means a day falling not less than 60 days after the day on

which the notice requiring exchange has been given and on which commercial banks are open for

business in Singapore and, in the case of exchange pursuant to (a) as provided in the preceding

paragraph, a day on which commercial banks are open for business in the cities in which Euroclear and

Clearstream, Luxembourg or, if relevant, any other clearing system, are located.



Transfers of Interests in Global Notes



Interests in a Global Note may, subject to compliance with all applicable restrictions, be transferred to a

person who wishes to hold such interest in such Global Note. No beneficial owner of an interest in such

Global Note will be able to transfer such interest, except in accordance with the applicable procedures

of Euroclear and Clearstream, Luxembourg and/or, as the case may be, CDP, in each case to the

extent applicable.



General



The following information applies to both Bearer Notes and Registered Notes.



For so long as any of the Notes is represented by a Global Note held on behalf of Euroclear and/or

Clearstream, Luxembourg or, as the case may be, CDP, each person (other than Euroclear or

Clearstream, Luxembourg or, as the case may be, CDP) who is for the time being shown in the records

of Euroclear or of Clearstream, Luxembourg or, as the case may be, CDP as the holder of a particular

nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear

or Clearstream, Luxembourg or, as the case may be, CDP as to the nominal amount of such Notes

standing to the account of any person shall be conclusive and binding for all purposes save in the case

of manifest error) shall be deemed to be, and shall be treated by the Issuer and its agents, the

Guarantor and the Trustee as, the holder of such nominal amount of such Notes for all purposes other

than with respect to the payment of principal or interest on such nominal amount of such Notes, for

which purpose the bearer of the relevant Bearer Global Note or the registered holder of the relevant

Registered Global Note, as the case may be, shall be treated by the Issuer and its agents, the

Guarantor and the Trustee as the holder of such nominal amount of such Notes in accordance with and

subject to the terms of the relevant Global Note and the expressions "Noteholder" and "holder of Notes"

and related expressions shall be construed accordingly.



Any reference in this Base Prospectus to Euroclear and/or Clearstream, Luxembourg and/or CDP shall,

whenever the context so permits, be deemed to include a reference to any additional or alternative

Clearing System specified in the relevant Pricing Statement and/or the relevant Pricing Supplement.









27

TERMS AND CONDITIONS OF THE NOTES



The following are the terms and conditions of the Notes which will be incorporated by reference into

each Global Note and each definitive Note. The relevant Pricing Supplement in relation to any Tranche

of Notes may specify other terms and conditions which shall, to the extent so specified or to the extent

inconsistent with the following terms and conditions, replace or modify the following terms and

conditions for the purpose of such Notes. The relevant Pricing Supplement (or the relevant provisions

thereof) will be endorsed upon, or attached to, each Global Note and definitive Note. A copy of the

relevant Pricing Supplement shall also be annexed to and/or form part of the Pricing Statement. The

relevant Pricing Supplements will include the definitions of certain terms used in the following terms and

conditions and/or will specify which of such terms are to apply in relation to the relevant Notes. Unless

otherwise stated or the context so admits, references in the terms and conditions to "Notes" are to the

Notes of one Series only, not to all Notes that may be issued under the Programme, details of the

relevant Series being shown on the face of the relevant Notes and in the relevant Pricing Supplement.



The Notes are constituted by a trust deed dated 6 October 2006 (as amended, supplemented and/or

restated from time to time, the "Trust Deed") and made between Keppel Structured Notes Pte. Limited

(the "Issuer"), Keppel Corporation Limited (the "Guarantor") and RBC Dexia Trust Services Singapore

Limited (the "Trustee", which expression shall include all persons for the time being the trustee or

trustees under the Trust Deed) and, where applicable, are issued with the benefit of a deed of covenant

relating to the Notes to be executed by the Issuer (as amended, supplemented and/or restated from

time to time, the "Deed of Covenant"). These Terms and Conditions ("Conditions") include summaries

of, and are subject to, the detailed provisions of the Trust Deed. The Issuer and the Guarantor have

entered into an agency agreement dated 6 October 2006 (as amended, supplemented and/or restated

from time to time, the "Agency Agreement") and made between the Issuer, the Guarantor, the Trustee

as trustee, Société Générale, Singapore Branch as issuing and paying agent (the "Issuing and Paying

Agent", which expression shall include any successor Issuing and Paying Agent) and Société

Générale, Singapore Branch as agent bank (the "Agent Bank", which expression shall include any

additional or successor agent bank). The Issuer may appoint a registrar (the "Registrar", which

expression shall include any successor registrar) and/or one or more transfer agents (each a "Transfer

Agent", which expression shall include any additional or successor transfer agent) under the Agency

Agreement. The Issuing and Paying Agent, together with any additional or successor paying agents,

are hereinafter together referred to as the "Paying Agents". The Issuing and Paying Agent, the

Registrar, the other Paying Agents, the Transfer Agent and the Agent Bank are hereinafter together

referred to as the "Agents".



Interest bearing definitive Bearer Notes (unless otherwise indicated in the relevant Pricing Supplement)

have interest coupons ("Coupons") and, if indicated in the relevant Pricing Supplement, talons for

further Coupons ("Talons") attached on issue. Any reference herein to "Coupons" or "coupons" shall,

unless the context otherwise requires, be deemed to include a reference to Talons or talons. Definitive

Bearer Notes repayable in instalments have receipts ("Receipts") for the payment of the instalments of

principal (other than the final instalment) attached on issue. Registered Notes and Global Notes do not

have Receipts, Coupons or Talons attached on issue.



The Pricing Supplement for this Note (or the relevant provisions thereof) is attached to or endorsed on

this Note and supplements these Conditions and may specify other terms and conditions which shall, to

the extent so specified or to the extent inconsistent with these Conditions, replace or modify these

Conditions for the purposes of this Note. References to the "relevant Pricing Supplement" are to the

Pricing Supplement (or the relevant provisions thereof) attached to or endorsed on this Note.



Subject as provided below, any reference to "Noteholders" or "holders" in relation to any Notes shall

mean (in the case of Bearer Notes) the holders of the Notes and (in the case of Registered Notes) the

persons in whose name the Notes are registered and shall, in relation to any Notes represented by a

Global Note, be construed as provided below. Any reference herein to "Receiptholders" shall mean the

holders of the Receipts and any reference herein to "Couponholders" shall mean the holders of the

Coupons and shall, unless the context otherwise requires, include the holders of the Talons.







28

As used herein, "Tranche" means Notes which are identical in all respects and "Series" means a

Tranche of Notes together with any further Tranche or Tranches of Notes which are (a) expressed to be

consolidated and form a single series and (b) identical in all respects except for their respective Issue

Dates, Issue Prices, Specified Currencies, Interest Commencement Dates and/or dates of the first

payment of interest.



Copies of the Trust Deed, the Agency Agreement and the relevant Pricing Supplement are available for

inspection during normal business hours at the specified office of each of the Trustee and the Paying

Agents, save that the relevant Pricing Supplement will only be available for inspection by a Noteholder

holding one or more of the relevant Notes and such Noteholder must prior to being allowed inspection

of the relevant Pricing Supplement produce evidence satisfactory to the Trustee or the Paying Agent

(as the case may be) as to its holding of such Note(s) and identity. The Noteholders, the Receiptholders

and the Couponholders are deemed to have notice of, and shall be bound by, all the provisions of the

Trust Deed, the Agency Agreement, the Deed of Covenant and the relevant Pricing Supplement insofar

as they relate to the relevant Notes.



Words and expressions defined in the Trust Deed or used in the relevant Pricing Supplement shall have

the same meanings where used in these Conditions unless the context otherwise requires or unless

otherwise stated. In the event of inconsistency between the Trust Deed and the relevant Pricing

Supplement, the relevant Pricing Supplement will prevail.



1. Form, Denomination, Title and Transfer



(a) Form and Denomination



The Notes are in bearer form or in registered form as specified in the relevant Pricing Supplement and,

in the case of definitive Notes, serially numbered in the Specified Currency and the Specified

Denomination(s). Notes of one Specified Denomination may not be exchanged for Notes of another

Specified Denomination and Bearer Notes may not be exchanged for Registered Notes and vice versa.



This Note may be a Fixed Rate Note, a Floating Rate Note, an Interest Rate Linked Note, a Zero

Coupon Note, an Index Linked Note, an Equity Linked Note, a Credit Linked Note, a Currency Linked

Note, a Commodity Linked Note, an Instalment Note or may have a fixed coupon as specified in the

relevant Pricing Supplement, or may be a combination of any of the foregoing, depending upon the

Interest Basis and Redemption/Payment Basis shown in the relevant Pricing Supplement.



The Notes are either Cash Settlement Notes or Physical Settlement Notes, depending upon the

Settlement Basis shown in the relevant Pricing Supplement.



The Notes may be of a particular Tranche within one Series, as specified in the relevant Pricing

Supplement.



Definitive Bearer Notes are issued with Coupons, (if applicable) Talons and (if applicable) Receipts

attached, unless they are Zero Coupon Notes in which case references to Coupons, Couponholders

and Talons in these Conditions are not applicable. References in these Conditions to Receipts,

Coupons and Talons do not apply to any Notes represented by a Global Note or to Registered Notes.



For so long as any Note is represented by a Global Note held by a common depositary or other

depositary on behalf of Euroclear Bank S.A./N.V. as operator of the Euroclear System ("Euroclear"),

Clearstream Banking, société anonyme ("Clearstream, Luxembourg") or The Central Depository (Pte)

Limited ("CDP") or any other additional or alternative clearing system (together, the "Clearing

Systems" and each, a "Clearing System") (as the case may be), each person (other than a Clearing

System in its capacity as an account holder of another Clearing System) who is for the time being

shown in the records of Euroclear, Clearstream, Luxembourg, CDP or such other Clearing System, as

the case may be, as the holder of a particular principal amount of such Notes (in which regard any

certificate or other document issued by Euroclear, Clearstream, Luxembourg, CDP or such other

Clearing System, as the case may be, as to the principal amount of such Notes standing to the account



29

of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall

be treated by the Issuer, the Guarantor, the Trustee and the Agents as the holder of such principal

amount of such Notes for all purposes other than with respect to the payment of principal or interest (if

any) on such principal amount of such Notes, for which purpose the bearer of the relevant Bearer

Global Note or the registered holder of the relevant Registered Global Note shall be treated by the

Issuer, the Guarantor, the Trustee and the Agents as the holder of such principal amount of such Notes

in accordance with and subject to the terms of the relevant Global Note; and the expressions

"Noteholder" and "holder of Notes" and related expressions shall be construed accordingly.



Notes which are represented by a Global Note held by a common depositary or other depositary on

behalf of Euroclear, Clearstream, Luxembourg, CDP or any other Clearing System, as the case may

be, will be transferable only in accordance with the rules and procedures for the time being of the

relevant Clearing System. References to Euroclear, Clearstream, Luxembourg and/or CDP shall,

whenever the context so permits, be deemed to include a reference to any additional or alternative

Clearing System(s) specified in the relevant Pricing Supplement.



(b) Transfers of Bearer Notes and Title



Subject as set out above, title to the Bearer Notes, Receipts, Coupons and Talons will pass by delivery.

The bearer of any Bearer Note, Receipt, Coupon or Talon will (except as otherwise required by law or

ordered by a court of competent jurisdiction or an official authority) be treated as the absolute owner

thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or

notice of any previous loss or theft thereof) for all purposes.



Bearer Notes will (as indicated in the relevant Pricing Supplement) either (a) initially be represented by

a temporary Global Note (a "Temporary Global Note"), or (b) be represented by a permanent Global

Note (a "Permanent Global Note"), which will in each case be deposited on the Issue Date with (i) a

common depositary or any other depositary on behalf of Euroclear and/or Clearstream, Luxembourg or

(ii) CDP, subject to any restrictions or conditions which may be applicable (as specified in the relevant

Pricing Supplement). Beneficial interests in a Temporary Global Note will be exchangeable for either

beneficial interests in a Permanent Global Note or definitive Bearer Notes (as specified in the relevant

Pricing Supplement), in each case on or after the date (the "Exchange Date") which is 40 days after

the date on which the Temporary Global Note is issued and upon certification as to non-U.S. beneficial

ownership as required by U.S. Treasury regulations. A Permanent Global Note will (save as indicated in

the Pricing Supplement) be exchangeable in whole (but not in part) for definitive Notes only in those

limited circumstances set out in the Permanent Global Note.



(c) Transfers of Registered Notes and Title



(i) Title



Title to the Registered Notes passes only by registration in the register of Noteholders. The holder of

any Registered Note will (except as otherwise required by law) be treated as its absolute owner for all

purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest or

any writing on, or the theft or loss of, the Registered Note) and no person will be liable for so treating

the holder.



In the case of a global note representing Registered Notes (a "Registered Global Note"), such

Registered Global Note will be registered in the name of a common nominee or any other nominee of

Euroclear, Clearstream, Luxembourg or CDP, as the case may be.



(ii) Transfers of interests in Registered Global Notes



Transfers of beneficial interests in Registered Global Notes will be effected by Euroclear, Clearstream,

Luxembourg or CDP, as the case may be, and, in turn, by other participants and, if appropriate, indirect

participants in such Clearing Systems acting on behalf of beneficial transferors and transferees of such

interests. A beneficial interest in a Registered Global Note will, subject to compliance with all applicable



30

legal and regulatory restrictions, be transferable for Notes in definitive form or for a beneficial interest in

another Registered Global Note only in the authorised denominations set out in the relevant Pricing

Supplement and only in accordance with the rules and operating procedures for the time being of

Euroclear, Clearstream, Luxembourg or CDP, as the case may be, the terms of the Registered Global

Note and the terms and conditions specified in the Agency Agreement.



(iii) Transfers of Registered Notes in definitive form



Subject as provided in paragraph (v) below, upon the terms and subject to the conditions set forth in the

Agency Agreement, a Registered Note in definitive form may be transferred in whole or in part (in the

authorised denominations set out in the relevant Pricing Supplement). In order to effect any such

transfer (aa) the holder or holders must (A) surrender the Registered Note for registration of the transfer

of the Registered Note (or the relevant part of the Registered Note) at the specified office of the

Registrar or any Transfer Agent, with the form of transfer thereon duly executed by the holder or

holders thereof or his or their attorney or attorneys duly authorised in writing and (B) complete and

deposit such other certifications as may be required by the Registrar or, as the case may be, the

relevant Transfer Agent and (bb) the Registrar or, as the case may be, the relevant Transfer Agent

must, after reasonable enquiry, be satisfied with the documents of title and the identity of the person

making the request. Any such transfer will be subject to such reasonable regulations as the Issuer and

the Registrar may from time to time prescribe (the initial such regulations being set out in Schedule 2 to

the Agency Agreement). Subject as provided above, the Registrar or, as the case may be, the relevant

Transfer Agent will, within three business days (being for this purpose a day on which banks are open

for business in the city where the specified office of the Registrar or, as the case may be, the relevant

Transfer Agent is located) of the request for transfer being duly made (or such longer period as may be

required to comply with any applicable fiscal or other laws or regulations), authenticate and deliver, or

procure the authentication and delivery of, at its specified office to the transferee or (at the risk of the

transferee) send by uninsured mail, to such address as the transferee may request, a new Registered

Note in definitive form of a like aggregate nominal amount to the Registered Note (or the relevant part

of the Registered Note) transferred. In the case of the transfer of part only of a Registered Note in

definitive form, a new Registered Note in definitive form in respect of the balance of the Registered

Note not transferred will be so authenticated and delivered at the specified office of the Registrar or, as

the case may be, the relevant Transfer Agent or (at the risk of the transferor) sent to the transferor.



(iv) Registration of transfer upon partial redemption



In the event of a partial redemption of Notes under Condition 6 (Redemption), the Issuer shall not be

required to register the transfer of any Registered Note, or part of a Registered Note, called for partial

redemption.



(v) Costs of registration



Noteholders will not be required to bear the costs and expenses of effecting any registration of transfer

as provided above, except for any costs or expenses of delivery other than by regular uninsured mail

and except that the Issuer may require the payment of a sum sufficient to cover any stamp duty, tax or

other governmental charge that may be imposed in relation to the registration.



(vi) Exchanges and transfers of Registered Notes generally



Holders of Registered Notes in definitive form may exchange such Notes for interests in a Registered

Global Note of the same type at any time.



(vii) Closed Periods



No Noteholder may require the transfer of a Registered Note to be registered (aa) during the period of

15 days ending on the due date for redemption of that Note, (bb) during the period of 15 days prior to

any date on which Notes may be redeemed by the Issuer at its option pursuant to Condition 6(d), (cc)

after any such Note has been called for redemption in whole or in part or (dd) during the period of



31

seven days ending on (and including) any Record Date (as defined below).



2. Guarantee and Status



(a) Guarantee



The Guarantor has unconditionally and irrevocably guaranteed (the "Guarantee") the due payment of

all principal and interest (if any) on the Notes and any other amounts expressed to be payable by the

Issuer under the Trust Deed and the Notes, Receipts and Coupons. The obligations of the Guarantor in

respect of the Guarantee are contained in the Trust Deed.



(b) Status



The Notes constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer and

rank and will rank pari passu, without any preference among themselves and (save for certain

obligations required to be preferred by law) equally with all other direct, unconditional, unsubordinated

and unsecured obligations of the Issuer, from time to time outstanding.



The Guarantee constitutes direct, unconditional, unsubordinated and unsecured obligations of the

Guarantor and ranks and will rank (save for certain obligations required to be preferred by law) equally

with all other direct, unconditional, unsubordinated and unsecured obligations of the Guarantor, from

time to time outstanding.



3. Negative Pledge



So long as any of the Notes remains outstanding, each of the Issuer and the Guarantor will not, except

with the prior consent in writing of the Trustee (such consent not to be unreasonably withheld), create

or permit to subsist any mortgage, charge, pledge or other security interest ("Charge") over the whole

or any part of its undertakings, assets, property or revenues, present or future, where such Charge is

given, or is intended to be given, to secure any indebtedness of the Issuer or the Guarantor in respect

of any freely transferable securities of, or guaranteed by, the Issuer or the Guarantor, except for:



(a) any Charge existing at the date of the Trust Deed and as disclosed to the Trustee (but the

amount secured by such Charge may not be increased);



(b) liens or rights of set-off arising in the ordinary course of business of the Issuer or the Guarantor;

or



(c) such other Charge as shall be approved by an Extraordinary Resolution (as defined in the Trust

Deed) of the Noteholders,



or unless, at the same time or prior to such Charge being given, the obligations of the Issuer or, as the

case may be, the Guarantor under the Notes and the Trust Deed (i) are secured equally and rateably

therewith, or (ii) have the benefit of such other security, guarantee, indemnity or other arrangement as

the Trustee in its absolute discretion shall deem to be not materially less beneficial to the Noteholders.



For the purpose of this Condition, the expression "freely transferable securities" means any present

or future indebtedness in the form of, or represented by, bonds, notes, debentures, loan stock or other

debt securities which are for the time being, or are capable of being, quoted, listed or ordinarily dealt in

on any stock exchange, over-the-counter or other organised securities market.



4. Interest and Other Calculations



(a) Interest on Fixed Rate Notes



Each Fixed Rate Note bears interest on its outstanding principal amount from (and including) the

Interest Commencement Date at the rate(s) per annum equal to the Rate(s) of Interest. Interest will be

payable in arrear on the Interest Payment Date(s) in each year up to (and including) the Maturity Date.



32

Except as provided in the relevant Pricing Supplement and in the following sentence, the amount of

interest payable on each Interest Payment Date in respect of the Fixed Interest Period ending on (but

excluding) that date will amount to the Fixed Coupon Amount. Payments of interest on any Interest

Payment Date will, if so specified in the relevant Pricing Supplement, amount to the Broken Amount so

specified.



If interest is required to be calculated for a period other than a Fixed Interest Period, such interest shall

be calculated by applying the Rate of Interest to each Specified Denomination, multiplying such sum by

the applicable Day Count Fraction, and rounding the resulting figure to the nearest sub-unit of the

relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in

accordance with applicable market convention.



In these Conditions:



"Day Count Fraction" means, for the purposes of this Condition 4(a) and unless otherwise specified in

the relevant Pricing Supplement, the number of days in the period from (and including) the most recent

Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant

payment date divided by 365; and



"Fixed Interest Period" means the period from (and including) an Interest Payment Date (or the

Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date.



(b) Interest on Floating Rate Notes, Index Linked Notes, Equity Linked Notes, Currency

Linked Notes, Commodity Linked Notes, Interest Rate Linked Notes and Credit Linked

Notes and Other Calculations in respect of Notes



(i) Interest Payment Dates



Each Floating Rate Note, Index Linked Note, Equity Linked Note, Currency Linked Note, Commodity

Linked Note, Interest Rate Linked Note and Credit Linked Note bears interest on its outstanding

principal amount from (and including) the Interest Commencement Date and such interest will be

payable in arrear on the Specified Interest Payment Date(s) (each an "Interest Payment Date") in each

year specified in the relevant Pricing Supplement. Notes may also be issued with fixed coupons for any

period, as may be specified in the relevant Pricing Supplement.



Such interest will be payable in respect of each Interest Period (which expression shall, in these

Conditions, mean the period from (and including) an Interest Payment Date (or the Interest

Commencement Date) to (but excluding) the next (or first) Interest Payment Date).



If a Business Day Convention is specified in the relevant Pricing Supplement and (aa) if there is no

numerically corresponding day on the calendar month in which an Interest Payment Date should occur

or (bb) if any Interest Payment Date would otherwise fall on a day which is not a Business Day, then, if

the Business Day Convention specified is:



(1) the Following Business Day Convention, such Interest Payment Date shall be postponed to the

next day which is a Business Day; or



(2) the Modified Following Business Day Convention, such Interest Payment Date shall be

postponed to the next day which is a Business Day unless it would thereby fall into the next

calendar month, in which event such Interest Payment Date shall be brought forward to the

immediately preceding Business Day; or



(3) the Preceding Business Day Convention, such Interest Payment Date shall be brought forward

to the immediately preceding Business Day.









33

In this Condition, "Business Day" means a day which is both:



(A) a day (other than a Saturday or a Sunday), on which commercial banks and foreign exchange

markets settle payments and are open for general business (including dealing in foreign

exchange and foreign currency deposits) in Singapore and any Additional Business Centre

specified in the relevant Pricing Supplement; and



(B) either (aa) where the specified currency is not EUR, a day on which commercial banks and

foreign exchange markets settle payments and are open for general business (including dealing

in foreign exchange and foreign currency deposits) in the principal financial centre of the

country of the relevant Specified Currency (if other than Singapore), or (bb) where the Specified

Currency is EUR, a day on which the Trans-European Automated Real-Time Gross Settlement

Express Transfer system ("TARGET System") is open.



(ii) Rate of Interest



The Rate of Interest payable from time to time in respect of Floating Rate Notes, Index Linked Notes,

Equity Linked Notes, Currency Linked Notes, Commodity Linked Notes, Interest Rate Linked Notes and

Credit Linked Notes will be determined in the manner specified in the relevant Pricing Supplement.



(iii) Minimum and/or Maximum Rate of Interest



If the relevant Pricing Supplement specifies a Minimum Rate of Interest for any Interest Period, then, in

the event that the Rate of Interest in respect of such Interest Period determined in accordance with the

provisions of paragraph (ii) above is less than such Minimum Rate of Interest, the Rate of Interest for

such Interest Period shall be such Minimum Rate of Interest.



If the relevant Pricing Supplement specifies a Maximum Rate of Interest for any Interest Period, then, in

the event that the Rate of Interest in respect of such Interest Period determined in accordance with the

provisions of paragraph (ii) above is greater than such Maximum Rate of Interest, the Rate of Interest

for such Interest Period shall be such Maximum Rate of Interest.



(iv) Determination of Rate of Interest and Interest Amounts and Other Calculations



The Agent Bank will at or as soon as practicable after each time at which these Conditions may require

to be calculated any amount of interest payable (the "Interest Amount"), Instalment Amount or

redemption amount of the Notes, any quotation to be obtained or any determination or calculation to be

made by the Agent Bank, determine the Rate of Interest and calculate the Interest Amounts in respect

of each Specified Denomination of the Notes for the relevant Interest Period and relevant Interest

Payment Date, calculate the Instalment Amount or redemption amount, obtain such quotation and/or

make such determination or calculation, as the case may be. Each Interest Amount shall be calculated

by applying the Rate of Interest to each Specified Denomination, multiplying such sum by the applicable

Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified

Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable

market convention. If the Agent Bank at any material time fails to make any determination or calculation

or take any action that it is required to take pursuant to these Conditions, it shall forthwith notify the

Issuer, the Guarantor, the Trustee and the Issuing and Paying Agent.



For the purposes of this Condition 4(b), "Day Count Fraction" means, in respect of the calculation of

an amount of interest for any Interest Period:



(aa) if "Actual/365" or "Actual/Actual(ISDA)" is specified in the relevant Pricing Supplement, the

actual number of days in the Interest Period divided by 365 (or, if any portion of that Interest

Period falls in a leap year, the sum of (A) the actual number of days in that portion of the

Interest Period falling in a leap year divided by 366 and (B) the actual number of days in that

portion of the Interest Period falling in a non-leap year divided by 365);







34

(bb) if "Actual/365 (Fixed)" is specified in the relevant Pricing Supplement, the actual number of

days in the Interest Period divided by 365;



(cc) if "Actual/360" is specified in the relevant Pricing Supplement, the actual number of days in the

Interest Period divided by 360;



(dd) if "30/360" is specified in the relevant Pricing Supplement, the number of days in the Interest

Period divided by 360 (the number of days to be calculated on the basis of a year of 360 days

with 12 30-day months (unless (a) the last day of the Interest Period is the 31st day of a month

but the first day of the Interest Period is a day other than the 30th or 31st day of a month, in

which case the month that includes that last day shall not be considered to be shortened to a

30-day month, or (b) the last day of the Interest Period is the last day of the month of February,

in which case the month of February shall not be considered to be lengthened to a 30-day

month)); and



(ee) if "30E/360" is specified in the relevant Pricing Supplement, the number of days in the Interest

Period divided by 360 (the number of days to be calculated on the basis of a year of 360 days

with 12 30-day months, without regard to the date of the first day or last day of the Interest

Period unless, in the case of an Interest Period ending on the Maturity Date, the Maturity Date

is the last day of the month of February, in which case the month of February shall not be

considered to be lengthened to a 30-day month).



(v) Notification of Rate of Interest, Interest Amounts and other amounts calculated



The Agent Bank will cause the Rate of Interest and each Interest Amount for each Interest Period and

the relevant Interest Payment Date and, if required to be calculated, any Instalment Amount or

redemption amount, to be notified to any other Agent Bank appointed in respect of the Notes that is to

make a further calculation upon receipt of such information, the Issuing and Paying Agent, the Registrar

(in the case of Registered Notes), the Issuer, the Guarantor, the Trustee, the relevant Clearing System

and (if the rules of such securities exchange so require) any securities exchange on which the Notes

are listed and thereafter notice thereof to be given to the Noteholders in accordance with Condition 16

(Notices) as soon as possible after their determination but in no event later than the fourth Singapore

Business Day thereafter. Each Interest Amount and Interest Payment Date so notified may

subsequently be amended (or appropriate alternative arrangements made with the consent of the

Trustee by way of adjustment) without prior notice in the event of an extension or shortening of the

Interest Period. Any such amendment will be promptly notified to the Noteholders in accordance with

Condition 16 (Notices). If the Notes become due and payable under Condition 10 (Events of Default),

the Rate of Interest and the Interest Amounts payable in respect of the Notes shall continue to be

calculated as previously in accordance with this Condition 4 except that such Rate of Interest and

Interest Amounts need not be published unless the Trustee otherwise requires. The first period in

respect of which interest shall be so calculated shall commence on the expiry of the Interest Period

during which the Notes become so payable. For the purposes of this paragraph, the expression

"Singapore Business Day" means a day (other than a Saturday or a Sunday) on which banks and

foreign exchange markets are open for business in Singapore.



(vi) Certificates to be final



All certificates, communications, opinions, determinations, calculations, quotations and decisions given,

expressed, made or obtained for the purposes of the provisions of this Condition 4(b) (Interest and

Other Calculations — Interest on Floating Rate Notes, Index Linked Notes, Equity Linked Notes,

Currency Linked Notes, Commodity Linked Notes, Interest Rate Linked Notes and Credit Linked Notes

and Other Calculations in respect of Notes) by the Agent Bank shall (in the absence of wilful default,

bad faith or manifest error) be binding on the Issuer, the Guarantor, the Trustee, the Issuing and Paying

Agent, the Agent Bank, the other Agents and all Noteholders, Receiptholders and Couponholders and

(in the absence as aforesaid) no liability to the Issuer, the Guarantor, the Trustee, the Noteholders, the

Receiptholders or the Couponholders shall attach to the Agent Bank in connection with the exercise or



35

non-exercise by it of its powers, duties and discretions pursuant to such provisions.



(c) Accrual of interest



Subject as provided in these Conditions or the relevant Pricing Supplement, each Note (or in the case

of the redemption of part only of a Note, that part only of such Note) will cease to bear interest (if any)

from the date for its redemption unless, upon due presentation thereof, payment of principal is

improperly withheld or refused. In such event, interest will continue to accrue until the date on which all

amounts due in respect of such Note have been paid, Provided that if each such Note is a Credit Linked

Note, each such Note shall cease to bear interest from the Interest Payment Date (or, if none, the

Interest Commencement Date) immediately preceding the Credit Event Determination Date, or if the

Credit Event Determination Date is an Interest Payment Date (or, as the case may be, the Interest

Commencement Date) such Interest Payment Date (or, as the case may be, the Interest

Commencement Date).



5. Payments



(a) Method of payment



Subject as provided below:



(i) payments in a Specified Currency other than EUR will be made by credit or transfer to an

account in the relevant Specified Currency maintained by the payee with, or, at the option of the

payee by a cheque or cashier's order in such Specified Currency drawn on, a bank in the

principal financial centre of the country of such Specified Currency; and



(ii) payments in EUR will be made by credit or transfer to a EUR account (or any other account to

which EUR may be credited or transferred) specified by the payee or, at the option of the

payee, by a EUR denominated cheque.



Payments will be subject in all cases to any fiscal or other laws and regulations applicable thereto in the

place of payment.



(b) Presentation of definitive Bearer Notes, Receipts and Coupons



Payments of principal in respect of definitive Bearer Notes will (subject as provided below) be made in

the manner provided in paragraph (a) above only against presentation and surrender (or, in the case of

part payment of any sum due, endorsement) of definitive Bearer Notes, and payments of interest (if

any) in respect of definitive Bearer Notes will (subject as provided below) be made as aforesaid only

against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of

the relevant Coupon, in each case at the specified office of any Paying Agent outside the United States

(which expression, as used herein, means the United States of America (including the States and the

District of Columbia, its territories, its possessions and other areas subject to its jurisdiction)).



Payments of instalments of principal (if any) in respect of definitive Bearer Notes, other than the final

instalment, will (subject as provided below) be made in the manner provided in paragraph (a) above

against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of

the relevant Receipt in accordance with the preceding paragraph. Payment of the final instalment will

be made in the manner provided in paragraph (a) above only against presentation and surrender (or, in

the case of part payment of any sum due, endorsement) of definitive Bearer Notes in accordance with

the preceding paragraph. Each Receipt must be presented for payment of the relevant instalment

together with the definitive Bearer Note to which it appertains. Receipts presented without the definitive

Bearer Note to which they appertain do not constitute valid obligations of the Issuer. Upon the date on

which any definitive Bearer Note becomes due and repayable, unmatured Receipts (if any) relating

thereto (whether or not attached) shall become void and no payment shall be made in respect thereof.



Fixed Rate Notes in definitive bearer form (other than Index Linked Notes, Equity Linked Notes,

Currency Linked Notes, Commodity Linked Notes, Interest Rate Linked Notes or Credit Linked Notes)

36

should be presented for payment together with all unmatured Coupons appertaining thereto (which

expression shall for this purpose include Coupons falling to be issued on exchange of matured Talons),

failing which the amount of any missing unmatured Coupon (or, in the case of payment not being made

in full, the same proportion of the amount of such missing unmatured Coupon as the sum so paid bears

to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted

will be paid in the manner mentioned above against surrender of the relative missing Coupon at any

time before the expiry of five years after the Relevant Date (as defined below) in respect of such

principal (whether or not such Coupon would otherwise have become void under Condition 9

(Prescription)).



Upon any Fixed Rate Note in definitive bearer form becoming due and repayable prior to its Maturity

Date, all unmatured Talons (if any) appertaining thereto will become void and no Coupons will be

issued in respect thereof.



Upon the date on which any Floating Rate Note, Index Linked Note, Equity Linked Note, Currency

Linked Note, Commodity Linked Note, Interest Rate Linked Note or Credit Linked Note in definitive

bearer form becomes due and repayable, unmatured Coupons and Talons (if any) relating thereto

(whether or not attached) shall become void and no payment or, as the case may be, exchange for

Coupons shall be made in respect thereof.



If the due date for redemption of any definitive Bearer Note is not an Interest Payment Date, interest (if

any) accrued in respect of such Note from (and including) the preceding Interest Payment Date or, as

the case may be, the Interest Commencement Date shall be payable only against surrender of the

relevant definitive Bearer Note.



Notwithstanding the foregoing, payments on a Temporary Global Note due prior to the Exchange Date

will only be made upon certification as to non-U.S. beneficial ownership as required by U.S. Treasury

regulations, and no payments due after the Exchange Date will be made on the Temporary Global

Note.



(c) Payments in respect of Bearer Global Notes



Payments of principal and interest (if any) in respect of Notes represented by any Global Note in bearer

form will (subject as provided below) be made in the manner specified in the relevant Global Note

against presentation or surrender, as the case may be, of such Global Note at the specified office of

any Paying Agent outside the United States. A record of each payment made against presentation or

surrender of any Global Note in bearer form, distinguishing between any payment of principal and any

payment of interest, will be made on such Global Note by the Paying Agent to which it was presented or

surrendered and such record shall be prima facie evidence that the payment in question has been

made.



The holder of a Global Note shall be the only person entitled to receive payments in respect of Notes

represented by such Global Note and the Issuer and the Guarantor will be discharged pro tanto by

payment to, or to the order of, the holder of such Global Note in respect of each amount so paid.



(d) Payments in respect of Registered Notes



Payments of principal (other than instalments of principal prior to the final instalment) in respect of each

Registered Note (whether or not in global form) will be made against presentation and surrender (or, in

the case of part payment of any sum due, endorsement) of the Registered Note at the specified office

of any of the Paying Agents. Such payments will be made by transfer to the Designated Account (as

defined below) of the holder (or the first named of joint holders) of the Registered Note appearing in the

register of holders of the Registered Notes maintained by the Registrar (the "Register") at the close of

business on the third business day (being for this purpose a day on which banks are open for business

in the city where the specified office of the Registrar is located) before the relevant due date.

Notwithstanding the previous sentence, if a holder does not have a Designated Account, payment will

instead be made by a cheque or cashier's order in the Specified Currency drawn on a Designated Bank



37

(as defined below).



Payments of interest and payments of instalments of principal (other than the final instalment) in

respect of each Registered Note (whether or not in global form) will be made by a cheque or cashier's

order in the Specified Currency drawn on a Designated Bank and mailed by uninsured mail (at the risk

of the holder) on the business day in the city where the specified office of the Registrar is located

immediately preceding the relevant due date to the holder (or the first named of joint holders) of the

Registered Note appearing in the Register at the close of business on the fifteenth day (whether or not

such fifteenth day is a business day) before the relevant due date (the "Record Date") at his address

shown in the Register on the Record Date and at his risk. Upon application of the holder to the specified

office of the Registrar not less than three business days in the city where the specified office of the

Registrar is located before the due date for any payment of interest in respect of a Registered Note, the

payment may be made by transfer to the Designated Account of the holder (or, in the case of joint

holders, the first named of the joint holders) on the due date in the manner provided in the preceding

paragraph. Any such application for transfer shall be deemed to relate to all future payments of interest

(other than interest due on redemption) and instalments of principal (other than the final instalment) in

respect of the Registered Notes which become payable to the holder who has made the initial

application until such time as the Registrar is notified in writing to the contrary by such holder. Payment

of the interest due in respect of each Registered Note on redemption and the final instalment of

principal will be made in the same manner as payment of the principal amount of such Registered Note.



For these purposes, "Designated Account" means the account maintained by a holder with a

Designated Bank and identified as such in the Register and "Designated Bank" means (in the case of

payment in a Specified Currency other than EUR) a bank in the principal financial centre of the country

of such Specified Currency and (in the case of a payment in EUR) any bank which processes payments

in EUR.



Holders of Registered Notes will not be entitled to any interest or other payment for any delay in

receiving any amount due in respect of any Registered Note as a result of a cheque posted in

accordance with this Condition arriving after the due date for payment or being lost in the post. No

commissions or expenses shall be charged to such holders by the Registrar in respect of any payments

of principal or interest in respect of the Registered Notes.



None of the Issuer, the Guarantor, the Trustee or the Agents will have any responsibility or liability for

any aspect of the records relating to, or payments made on account of, beneficial ownership interests in

the Registered Global Notes or for maintaining, supervising or reviewing any records relating to such

beneficial ownership interests.



(e) General provisions applicable to payments



Each of the persons shown in the records of Euroclear, Clearstream, Luxembourg or CDP, as the case

may be, as the beneficial holder of a particular principal amount of Notes represented by any Global

Note must look solely to Euroclear, Clearstream, Luxembourg or CDP, as the case may be, for his

share of each payment made by the Issuer and/or the Guarantor (as the case may be) to, or to the

order of, the holder of such Global Note and in relation to all other rights arising under the Global Notes,

subject to and in accordance with the respective rules and procedures of Euroclear, Clearstream,

Luxembourg or, as the case may be, CDP. Such persons shall have no claim directly against the Issuer

or the Guarantor in respect of payments due on the Notes for so long as such Global Note is

outstanding and the obligations of the Issuer and/or the Guarantor (as the case may be) will be

discharged by payment to the holder of such Global Note in respect of each amount so paid.



Every payment of principal or interest in respect of the Notes or any Tranche of Notes to or to the

account of the relevant Paying Agent in the manner provided in the Agency Agreement relating to such

Notes or Tranche of Notes shall operate in satisfaction pro tanto of the relative obligation of the Issuer

and/or the Guarantor in respect of such Notes or Tranche of Notes to pay such principal or interest

except to the extent that there is default in the subsequent payment thereof in accordance with the

Conditions of such Notes or Tranche of Notes to the Noteholders, Receiptholders or Couponholders (as



38

the case may be) of such Notes or Tranche of Notes.



Notwithstanding the foregoing provisions of this Condition 5 (Payments), if any amount of principal

and/or interest in respect of Bearer Notes is payable in USD, such USD payments of principal and/or

interest in respect of such Notes will be made at the specified office of a Paying Agent in the United

States if:



(i) the Issuer has appointed Paying Agents with specified offices outside the United States with the

reasonable expectation that such Paying Agents would be able to make payment in USD at

such specified offices outside the United States of the full amount of principal and interest on

the Bearer Notes in the manner provided above when due;



(ii) payment of the full amount of such principal and interest at all such specified offices outside the

United States is illegal or effectively precluded by exchange controls or other similar restrictions

on the full payment or receipt of principal and interest in USD; and



(iii) such payment is then permitted under United States law without involving, in the opinion of the

Issuer, adverse tax consequences to the Issuer.



Where Physical Settlement is specified in the relevant Pricing Supplement, the provisions of this

Condition 5 shall be subject to such terms as may be stated in the relevant Pricing Supplement.



(f) Payment Day



If the date for payment of any amount in respect of any Note, Receipt or Coupon is not a Payment Day,

the holder thereof shall not be entitled to payment until the next following Payment Day in the relevant

place and shall not be entitled to interest or other payment in respect of such delay. For these

purposes, "Payment Day" means any day which (subject to Condition 9 (Prescription)) is:



(i) a day on which commercial banks and foreign exchange markets settle payments and are open

for general business (including dealing in foreign exchange and foreign currency deposits) in:



(A) the relevant place of presentation;



(B) Singapore; and



(C) any Additional Financial Centre specified in the relevant Pricing Supplement; and



(ii) either (1) in relation to any sum payable in a Specified Currency other than EUR, a day on

which commercial banks and foreign exchange markets settle payments and are open for

general business (including dealing in foreign exchange and foreign currency deposits) in the

principal financial centre of the country of the relevant Specified Currency (if other than the

place of presentation, Singapore and any Additional Financial Centre) or (2) in relation to any

sum payable in EUR, a day on which the TARGET System is open.



(g) Interpretation of principal



Any reference in these Conditions to principal in respect of the Notes shall be deemed to include, as

applicable:



(i) the Final Redemption Amount of the Notes;



(ii) the Early Redemption Amount of the Notes;



(iii) the Optional Redemption Amount(s) (if any) of the Notes;



(iv) in relation to Notes redeemable in instalments, the Instalment Amounts or, as the case may be,



39

the outstanding aggregate principal amount;



(v) in relation to Credit Linked Notes, the Credit Event Redemption Amount;



(vi) any premium and any other amounts which may be payable by the Issuer under or in respect of

the Notes;



(vii) in the case of Notes to which Physical Settlement applies, the Asset Amount; and



(viii) where Trigger Event has been specified in the relevant Pricing Supplement, the Trigger

Amount.



6. Redemption



(a) Redemption at maturity and by instalments



Unless previously redeemed or purchased and cancelled as specified below, each Note will be

redeemed by the Issuer on the Maturity Date at the Final Redemption Amount or, in the case of

Instalment Notes, at the Instalment Amount due on each Instalment Date (each as specified in the

relevant Pricing Supplement), as specified in the relevant Pricing Supplement or as otherwise specified

in the relevant Pricing Supplement. If specified in the relevant Pricing Supplement, each Note may also

be redeemed by (i) Cash Settlement at its Redemption Amount (in the case of Equity Linked Notes) or

Credit Event Redemption Amount (in the case of Credit Linked Notes) as otherwise specified in, or

determined in the manner specified in, the relevant Pricing Supplement and/or (ii) Physical Settlement

in accordance with the provisions of the relevant Pricing Supplement.



(b) Redemption due to occurrence of a Trigger Event



Unless previously redeemed or purchased and cancelled, upon the occurrence of a Trigger Event (if

applicable and as set out in the relevant Pricing Supplement), the Issuer shall give notice thereof to the

Noteholders and redeem each Note at the Trigger Amount (if applicable and as set out in the relevant

Pricing Supplement) on the Trigger Event Redemption Date (if applicable and as set out in the relevant

Pricing Supplement) and after making such payment, the Issuer shall have no further obligations in

respect of such Note.



(c) Redemption for taxation reasons



The Notes may be redeemed at the option of the Issuer in whole, but not in part, on any Interest

Payment Date or, if so specified hereon, at any time, on giving not less than 15 nor more than 30 days’

notice to the Noteholders (which notice shall be irrevocable), at their Early Redemption Amount

(together with interest accrued to the date fixed for redemption), if (i) the Issuer or the Guarantor has or

will become obliged to pay additional amounts as provided or referred to in Condition 8 (Taxation) or

increase the payment of such additional amounts as a result of any change in, or amendment to, the

laws or regulations of Singapore or any political subdivision or any authority thereof or therein having

power to tax, or generally accepted practice of any authority thereof or therein or any change in the

application or official interpretation of such laws or regulations, which change or amendment becomes

effective on or after the Issue Date, and (ii) such obligation cannot be avoided by the Issuer or the

Guarantor (as the case may be) taking reasonable measures available to it, provided that no such

notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer or

the Guarantor (as the case may be) would be obliged to pay such additional amounts were a payment

in respect of the Notes then due. Before the publication of any notice of redemption pursuant to this

paragraph, the Issuer shall deliver to the Issuing and Paying Agent (and with a copy to the Trustee) a

certificate signed by a duly authorised signatory of the Issuer or the Guarantor (as the case may be)

stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts

showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and an

opinion of independent legal or tax advisers of recognised standing to the effect that the Issuer or the

Guarantor (as the case may be) has or will become obliged to pay such additional amounts as a result



40

of such change or amendment.



(d) Redemption at the option of the Issuer ("Issuer Call")



If Issuer Call is specified in the relevant Pricing Supplement, the Issuer may, having given not less than

15 nor more than 30 days’ notice (or such other period of notice as may be specified in the relevant

Pricing Supplement) to the Noteholders in accordance with Condition 16 (Notices) (which notice shall

be irrevocable and shall specify the applicable Optional Redemption Date fixed for redemption), redeem

the Notes, in whole or in part, then outstanding by Cash Settlement at their Optional Redemption

Amount and/or by Physical Settlement in accordance with the provisions of the relevant Pricing

Supplement on any Optional Redemption Date specified in, or determined in the manner specified in,

the relevant Pricing Supplement together with interest (if any) accrued to (but excluding) the relevant

Optional Redemption Date. Any such redemption must be of a principal amount not less than the

Minimum Redemption Amount or not more than the Maximum Redemption Amount, in each case as

may be specified in the relevant Pricing Supplement. In the case of a partial redemption of Notes, the

Notes to be redeemed ("Redeemed Notes") will be selected, as indicated in the relevant Pricing

Supplement, either (i) individually by lot, in the case of Redeemed Notes represented by definitive

Notes, or in accordance with the rules of Euroclear, Clearstream, Luxembourg or CDP, as the case

may be, in the case of Redeemed Notes represented by a Global Note, not more than 30 days prior to

the date fixed for redemption (such date of selection being hereinafter called the "Selection Date") or

(ii) (where applicable) in accordance with the order of priorities relating to the repayment of principal of

the Notes. In the case of Redeemed Notes represented by definitive Notes, a list of the serial numbers

of such Redeemed Notes will be published in accordance with Condition 16 (Notices) not less than 15

days (or such other period of notice as may be specified in the relevant Pricing Supplement) prior to the

date fixed for redemption. The aggregate principal amount of Redeemed Notes represented by

definitive Notes or represented by a Global Note shall in each case bear the same proportion to the

aggregate principal amount of all Redeemed Notes as the aggregate principal amount of definitive

Notes outstanding and Notes outstanding represented by such Global Note, respectively, bears to the

aggregate principal amount of the Notes outstanding, in each case on the Selection Date, provided that,

if necessary, appropriate adjustments shall be made to such principal amounts to ensure that each

represents an integral multiple of the Specified Denomination. No exchange of the relevant Global Note

will be permitted during the period from (and including) the Selection Date to (and including) the date

fixed for redemption pursuant to this Condition 6(d) and notice to that effect shall be given by the Issuer

to the Noteholders in accordance with Condition 16 (Notices) at least five days (or such other period of

notice as may be specified in the relevant Pricing Supplement) prior to the Selection Date.



(e) Redemption at the option of the Noteholders ("Investor Put")



(i) Investor put



If Investor Put is specified in the relevant Pricing Supplement so that Noteholders have an option to

require the Issuer to redeem the Notes by Cash Settlement and/or Physical Settlement, upon the holder

of any Note giving to the Issuer in accordance with Condition 6(e)(ii) not less than 15 nor more than 30

days’ notice or such other period of notice as is specified in the relevant Pricing Supplement, the Issuer

will redeem, subject to, and in accordance with, the terms specified in the relevant Pricing Supplement,

in whole, such Note on the relevant Optional Redemption Date by Cash Settlement at the Optional

Redemption Amount specified in the relevant Pricing Supplement in respect of such Note, subject as

provided in Condition 6(e)(ii) below. Such payment shall be deemed to include an amount in respect of

interest (if any) accrued on such Note from the Interest Payment Date immediately preceding the

Optional Redemption Date or, if none, the Interest Commencement Date. Registered Notes may be

redeemed under this Condition 6(e) in any multiple of their lowest Specified Denomination.



(ii) Exercise of put



To exercise the right to require redemption of the Note the holder of the Note must deliver such Note, at

the specified office of any Paying Agent at any time during normal business hours of such Paying Agent

falling within the notice period, accompanied by a duly completed and signed notice of exercise in the



41

form (for the time being current) obtainable during normal business hours from the specified office of

any Paying Agent (a "Put Notice") and in which the holder must specify (aa) a bank account (or, if

payment is required to be made by cheque, an address) to which payment is to be made under this

Condition 6(e) and, in the case of Registered Notes, the nominal amount thereof to be redeemed and, if

less than the full nominal amount of the Registered Notes so surrendered is to be redeemed, an

address to which a new Registered Note in respect of the balance of such Registered Notes is to be

sent subject to and in accordance with the provisions of Condition 1(c)(iii) (Form, Denomination, Title

and Transfer — Transfers of Registered Notes in definitive form) and/or (bb) all details relating to the

delivery of any assets pursuant to this Condition 6(e) as may be reasonably required by the Issuer. If

this Note is in definitive form, the Put Notice must be accompanied by this Note or evidence satisfactory

to the Paying Agent concerned that this Note will, following delivery of the Put Notice, be held to its

order or under its control. Holders of Notes represented by a Global Note must exercise the right to

require redemption of their Notes by giving notice (including all information required in the applicable

Put Notice) through Euroclear, Clearstream, Luxembourg or CDP, as the case may be, unless the

relevant Clearing System does not permit such notices to be given through it, in which case the notice

shall be given through a Paying Agent.



Any Put Notice given by a holder of any Note pursuant to this paragraph shall be irrevocable except

where prior to the due date of redemption an Event of Default shall have occurred and be continuing in

which event such holder, at its option, may elect by notice to the Issuer in accordance with Condition 16

(Notices) to withdraw the Put Notice.



(iii) Consequence of exercise of put option



The amount falling due on redemption of any Note redeemed pursuant to paragraph (i) above shall be

subject to deduction for any costs or expenses (including taxes and other charges) which the Issuer

may incur or which may be made against it as a result of or in connection with the redemption of such

Note.



(f) Redemption Amounts for purposes of Conditions 6(c), (d) and (e)



For the purpose of Conditions 6(c), (d) and (e), the Early Redemption Amount or Optional Redemption

Amount, as the case may be, in respect of each Note will, unless otherwise specified in the relevant

Pricing Supplement, be an amount calculated as follows:



(i) in the case of Notes with a Final Redemption Amount equal to the Issue Price, at the Final

Redemption Amount thereof; or



(ii) in the case of Notes (other than Zero Coupon Notes but including Instalment Notes) with a Final

Redemption Amount which is or may be less or greater than the Issue Price or which is payable

in a Specified Currency other than that in which the Notes are denominated, at the amount

specified in, or determined in the manner specified in, the relevant Pricing Supplement or, if no

such amount or manner is so specified in the relevant Pricing Supplement, at their outstanding

principal amount,



together with, in either case, unless otherwise specified in the relevant Pricing Supplement, an amount

in respect of interest (if any) accrued on such Note from and including the immediately preceding

Interest Payment Date or, if none, the Interest Commencement Date to and including the date of

redemption; or



(iii) in the case of Index Linked Notes, Equity Linked Notes, Currency Linked Notes, Commodity

Linked Notes, Credit Linked Notes and Interest Rate Linked Notes, as determined in the

manner specified in the relevant Pricing Supplement; or



(iv) in the case of Notes which are to be redeemed by Physical Settlement, in the manner specified

in the relevant Pricing Supplement; or







42

(v) in the case of Zero Coupon Notes, at an amount (the Amortised Face Amount) equal to the sum

of:



(aa) the Reference Price (as specified in the relevant Pricing Supplement); and



(bb) the product of the Accrual Yield (as specified in the relevant Pricing Supplement)

(compounded annually) being applied to the Reference Price from (and including) the

Issue Date to (but excluding) the date fixed for redemption, or such other amount as is

provided in the relevant Pricing Supplement.



Where such calculation is to be made for a period which is not a whole number of years, it shall be

made on the calculation basis as specified in the relevant Pricing Supplement.



If the Notes become redeemable in accordance with Conditions 6(c), (d) or (e) above, upon payment of

the Early Redemption Amount or Optional Redemption Amount, as the case may be, in respect of each

Note, the Issuer shall have discharged its obligations in respect of such Note and shall have no other

liability or obligation whatsoever in respect thereof. The Early Redemption Amount or Optional

Redemption Amount, as the case may be, will be subject to unwinding or other transaction costs and

may be less than the principal amount and accrued interest in respect of a Note. No such shortfall shall

constitute an Event of Default under Condition 10 (Events of Default).



(g) Late payment on Zero Coupon Notes



If the amount payable in respect of any Zero Coupon Note upon the redemption of such Zero Coupon

Note, or upon its becoming due and repayable as provided in Condition 10 (Events of Default), is

improperly withheld or refused, the amount due and repayable in respect of such Zero Coupon Note

shall be an amount equal to the sum of:



(i) the Reference Price (as specified in the relevant Pricing Supplement); and



(ii) the product of the Accrual Yield (as specified in the relevant Pricing Supplement) (compounded

annually) being applied to the Reference Price from (and including) the due date to (but

excluding) the date which is the earlier of:



(aa) the date on which all amounts due in respect of such Zero Coupon Note have been

paid; and



(bb) five days after the date on which the full amount of the moneys payable in respect of

such Zero Coupon Note has been received by the Issuing and Paying Agent and notice

to that effect has been given to the Noteholders in accordance with Condition 16

(Notices),



or such other amount as is provided in the relevant Pricing Supplement.



Where such calculation is to be made for a period which is not a whole number of years, it shall be

made on the calculation basis as specified in the relevant Pricing Supplement.



(h) Instalments



Unless previously redeemed or purchased and cancelled, each Instalment Note will be redeemed at the

Instalment Amount on each Instalment Date (both as specified in the relevant Pricing Supplement)

whereupon the outstanding aggregate principal amount of such Note shall be reduced for all purposes

by the Instalment Amount. In the case of early redemption, the Early Redemption Amount or Optional

Redemption Amount, as the case may be, will be determined pursuant to Condition 6(f) above and the

Trigger Amount (if applicable) will be determined in accordance with the provisions of the relevant

Pricing Supplement.







43

(i) Cancellation



All Notes which are redeemed will forthwith be cancelled (together with all unmatured Receipts,

Coupons and Talons attached thereto or surrendered therewith at the time of redemption). All Notes so

cancelled and the Notes purchased and cancelled pursuant to Condition 7 (Purchase) (together with all

unmatured Receipts, Coupons and Talons cancelled therewith) shall be forwarded to the Issuing and

Paying Agent and cannot be reissued or resold.



(j) Partial redemption of Notes



In the event of the Notes of any Series being partially redeemed, the Notes to be redeemed (Redeemed

Notes) will be selected, as indicated in the relevant Pricing Supplement, either (i) individually by lot, in

the case of Redeemed Notes represented by definitive Notes, or in accordance with the rules of

Euroclear, Clearstream, Luxembourg or CDP, as the case may be, in the case of Redeemed Notes

represented by a Global Note, not more than 30 days prior to the date fixed for redemption or (ii) (where

applicable) in accordance with the order of priorities relating to the repayment of principal of the Notes.

Any such partial redemption shall not be deemed prejudicial to the interests of any remaining

Noteholders of such Series.



7. Purchase



If so specified in the relevant Pricing Supplement, the Issuer and the Guarantor may, provided that no

Event of Default has occurred and is continuing, purchase Notes (or any of them) at any time and from

time to time in the open market or otherwise at any price, provided that the Issuer and the Guarantor

shall not purchase any definitive Bearer Note unless it purchases all unmatured Receipts and Coupons

(if any) in respect of such definitive Note. All Notes purchased by the Issuer and the Guarantor pursuant

to this Condition 7 shall be cancelled in accordance with the provisions of Condition 6(i) (Redemption -

Cancellation).



8. Taxation



All payments in respect of the Notes, the Receipts and the Coupons by the Issuer or the Guarantor

shall be made free and clear of, and without deduction or withholding for or on account of, any present

or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied,

collected, withheld or assessed by or within Singapore or any authority thereof or therein having power

to tax, unless such withholding or deduction is required by law. In such event, the Issuer or the

Guarantor (as the case may be) shall pay such additional amounts as will result in the receipt by the

Noteholders, the Receiptholders and the Couponholders of such amounts as would have been received

by them had no such deduction or withholding been required, except that no such additional amounts

shall be payable in respect of any Note, Receipt or Coupon:



(a) presented for payment by or on behalf of a holder who is subject to such taxes, duties,

assessments or governmental charges by reason of his being connected with Singapore

otherwise than by reason only of the holding of such Note, Receipt or Coupon or the receipt of

any sums due in respect of such Note, Receipt or Coupon (including, without limitation, the

holder being a resident of, or a permanent establishment in, Singapore);



(b) presented for payment by or on behalf of a holder who could lawfully avoid (but has not so

avoided) such deduction or withholding by complying or procuring that any third party complies

with any statutory requirements or by making or procuring that any third party makes a

declaration of non-residence or other similar claim for exemption to any tax authority in the

place where the relevant Note, Receipt or Coupon is presented for payment;



(c) where such withholding or deduction is imposed on a payment to an individual and is required

to be made pursuant to any European Union Directive on the taxation of savings implementing

the conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any law



44

implementing or complying with, or introduced in order to conform to, such Directive;



(d) presented for payment by or on behalf of a holder who would be able to avoid such withholding

or deduction by presenting the relevant Note, Receipt or Coupon to another Paying Agent in a

Member State of the European Union; or



(e) presented for payment more than 30 days after the Relevant Date except to the extent that the

holder thereof would have been entitled to such additional amounts on presenting the same for

payment on the last day of such period of 30 days.



As used in these Conditions, "Relevant Date" in respect of any Note, Receipt or Coupon means the

date on which payment in respect thereof first becomes due or (if any amount of the money payable is

improperly withheld or refused) the date on which payment in full of the amount outstanding is made or

(if earlier) the date falling seven days after that on which notice is duly given to the Noteholders in

accordance with Condition 16 (Notices) that, upon further presentation of the Note, Receipt or Coupon

being made in accordance with the Conditions, such payment will be made, provided that payment is in

fact made upon presentation.



9. Prescription



The Notes (whether in bearer or registered form), Receipts and Coupons will become void unless

presented for payment within a period of five years (in the case of principal) and three years (in the

case of interest) after the Relevant Date therefor.



There shall not be included in any Coupon sheet issued on exchange of a Talon any Coupon the claim

for payment in respect of which would be void pursuant to this Condition 9 or Condition 5(b) (Payments

— Presentation of definitive Bearer Notes, Receipts and Coupons) or any Talon which would be void

pursuant to Condition 5(b) (Payments — Presentation of definitive Bearer Notes, Receipts and

Coupons).



10. Events of Default



The Trustee at its discretion may, and if so required in writing by the holders of at least 25 per cent. in

principal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution of the

Noteholders, shall (subject in each case to being indemnified to its satisfaction), give notice to the

Issuer that the Notes are, and they shall accordingly forthwith become, immediately due and repayable

at their Early Redemption Amount together with accrued interest to the date of payment if any of the

following events shall occur (each an "Event of Default"):



(a) the Issuer or the Guarantor fails to pay any amount of principal or interest due in respect of the

Notes, the Receipts or the Coupons or any of them within 15 days of its due date;



(b) the Issuer or the Guarantor fails to perform or observe any of its other obligations (other than

the payment obligation of the Issuer or the Guarantor referred to in paragraph (a)) under the

Notes or the Trust Deed and such failure results in a material adverse effect on the Issuer or

the Guarantor and (except in any case where the Trustee considers the failure to be incapable

of remedy when no continuation as is hereinafter mentioned will be required) the failure

continues for a period of 30 days after written notice of such default shall have been given to

the Issuer or the Guarantor by the Trustee;



(c) (i) any other present or future indebtedness of the Issuer or the Guarantor for or in respect of

moneys borrowed or raised becomes due and payable prior to its stated maturity by reason of

any actual default, event of default or the like (howsoever described), (ii) any such

indebtedness is not paid when due or, as the case may be, within any applicable grace period,

or (iii) the Issuer or the Guarantor fails to pay when due (after the expiration of any applicable

grace period) any amount payable by it under any present or future guarantee for, or indemnity

in respect of, any moneys borrowed or raised, provided that the aggregate amount of the



45

relevant indebtedness, guarantees and indemnities in respect of which one or more of the

events mentioned above in this paragraph (c) has occurred equals or exceeds S$80,000,000 or

its equivalent in other currencies;



(d) a distress, attachment, execution or other legal process is levied or enforced or sued out upon

or against all or a material part of the property, assets or revenues of the Issuer or the

Guarantor, which has a material adverse effect on the Issuer or the Guarantor, and is not

discharged or stayed within 30 days of having been so levied, enforced or sued out;



(e) (i) the Issuer or the Guarantor becomes insolvent or is unable to pay its debts as and when they

fall due, or stops or suspends or threatens to stop or suspend payment of all or a material part

of (or a particular type of) its indebtedness (other than those contested in good faith and by

appropriate proceedings), (ii) the Issuer or the Guarantor begins negotiations for the deferral,

rescheduling or other readjustment of all or a material part of (or a particular type of) its

indebtedness (or of all or a material part which it will or might otherwise be unable to pay when

due), (iii) the Issuer or the Guarantor proposes or makes a general assignment or an

arrangement or composition with or for the benefit of the relevant creditors in respect of any

such indebtedness or (iv) a moratorium is agreed or declared in respect of or affecting all or a

material part of (or a particular type of) the indebtedness of the Issuer or the Guarantor, (in the

case of sub-paragraphs (i) to (iv)) other than any such event the terms of which have been

previously approved by the holders of the Notes by way of an Extraordinary Resolution and (in

the case of sub-paragraphs (ii) to (iv) only) other than any such event which does not have a

material adverse effect on the Issuer or the Guarantor;



(f) an order is made or an effective resolution is passed for the winding-up of the Issuer or the

Guarantor (except for the purpose of and followed by a reconstruction, amalgamation, merger

or consolidation on such terms as approved by the Trustee before such order is made or such

resolution is passed) or a liquidator (including a provisional liquidator), receiver, judicial

manager, trustee, administrator, agent or similar officer of the Issuer or the Guarantor or over

all or a material part of the assets of the Issuer or the Guarantor is appointed;



(g) it is or will become unlawful for the Issuer or the Guarantor to perform or comply with any one

or more of its payment or other material obligations under the Trust Deed or any of the Notes;



(h) the Trust Deed or any of the Notes ceases for any reason (or is claimed by the Issuer or the

Guarantor not) to be legal and valid obligations of the Issuer or the Guarantor, binding upon it in

accordance with its terms;



(i) a moratorium is agreed or declared in respect of, or an order or declaration is made by any

governmental authority with a view to the seizure, compulsory acquisition, expropriation or

nationalisation of, all or a material part of the assets of the Issuer or the Guarantor;



(j) any final and conclusive judgment is properly obtained from the superior courts of law in the

relevant jurisdiction from which no appeal shall lie under the relevant laws of that jurisdiction

under any circumstances whatsoever (i) to restrain the exercise of any of the rights and/or the

performance or enforcement of or compliance with any of the obligations of the Issuer or the

Guarantor under the Notes or the Trust Deed or (ii) which has or could have a material adverse

effect on the Issuer or the Guarantor; or



(k) any event occurs which, under the laws of any relevant jurisdiction, has, in the Trustee’s

opinion, an analogous or equivalent effect to any of the events referred to in paragraph (d), (e),

(f) or (i).



In this Condition 10, something having a "material adverse effect" on the Issuer or the Guarantor is a

reference to that thing having a material adverse effect on its financial condition or business which

adversely affects its ability to perform or comply with its payment or other material obligations under the

Trust Deed or the Notes.



46

11. Enforcement



At any time after the Notes shall have become due and repayable, the Trustee may, at its discretion

and without notice, institute such proceedings against the Issuer and/or the Guarantor as it may think fit

to enforce repayment of the Notes (together with premium, if any) and payment of accrued interest (if

any) and to enforce the provisions of the Trust Deed and the Notes, but it shall not be bound to take

any such proceedings unless (i) it shall have been so directed by an Extraordinary Resolution of the

Noteholders or so requested in writing by the holders of not less than 25 per cent. in principal amount of

the Notes then outstanding and (ii) it shall have been indemnified by the Noteholders to its satisfaction

against all actions, proceedings, claims, demands and liabilities to which it may thereby become liable

and all costs, charges, damages and expenses which may be incurred by it in connection therewith. No

Noteholder, Receiptholder or Couponholder shall be entitled to proceed directly against the Issuer

and/or the Guarantor unless the Trustee, having become bound so to proceed, fails or neglects to do so

within a reasonable period and such failure or neglect shall be continuing.



12. Indemnification of the Trustee



The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from

responsibility, including provisions relieving it from taking proceedings to enforce repayment unless

indemnified to its satisfaction. The Trust Deed also contains a provision entitling the Trustee to enter

into business transactions with the Issuer and the Guarantor without accounting to the Noteholders,

Receiptholders or Couponholders for any profit resulting from such transactions.



13. Replacement of Notes, Receipts, Coupons and Talons



If a Note, Receipt, Coupon or Talon is lost, stolen, mutilated, defaced or destroyed it may be replaced,

subject to applicable laws and regulations, at the specified office of the Issuing and Paying Agent (in the

case of Bearer Notes, Receipts, Coupons or Talons) or the Registrar (in the case of Registered Notes),

upon payment by the claimant of the costs and expenses incurred in connection therewith and on such

terms as to evidence, security and indemnity (which may provide, inter alia, that if the allegedly lost,

stolen or destroyed Note, Receipt, Coupon or Talon is subsequently presented for payment, there will

be paid to the Issuer on demand the amount payable by the Issuer in respect of such Note, Receipt,

Coupon or Talon) and otherwise as the Issuer and/or the Guarantor may reasonably require. Mutilated

or defaced Notes, Receipts, Coupons or Talons must be surrendered before replacements will be

issued.



14. Agents



The names of the initial Agents and their initial specified offices are set out below. The Issuer and the

Guarantor are entitled to vary or terminate the appointment of any Agent and/or appoint additional or

other Agents and/or approve any change in the specified office through which any Agent acts, provided

that the Issuer shall at all times maintain (i) an Issuing and Paying Agent, (ii) (where the Conditions so

require) a Registrar, (iii) (where the Conditions so require) an Agent Bank and (iv) such other agents as

may be required by any securities exchange on which the Notes may be listed. In addition, the Issuer

shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances

described in Condition 5(e) (Payments — General provisions applicable to payments).



Notice of any variation, termination, appointment or change shall promptly be given to the Noteholders

in accordance with Condition 16 (Notices).



In acting under the Agency Agreement the Agents act solely as agents of the Issuer, the Guarantor and

(to the extent provided therein) the Trustee and do not assume any obligation to, or relationship of

agency or trust with, any Noteholders, Receiptholders or Couponholders.









47

15. Exchange of Talons



On and after the Interest Payment Date on which the final Coupon comprised in any Coupon sheet

matures, the Talon (if any) forming part of such Coupon sheet may be surrendered at the specified

office of the Issuing and Paying Agent or any other Paying Agent in exchange for a further Coupon

sheet including (if such further Coupon sheet does not include Coupons to (and including) the final date

for the payment of interest due in respect of the Note to which it appertains) a further Talon, subject to

the provisions of Condition 9 (Prescription).



16. Notices



All notices regarding the Bearer Notes will be deemed to be validly given if published in English in a

leading English language daily newspaper of general circulation in Singapore. It is expected that such

publication will be made in English in The Business Times. Any such notice will be deemed to have

been given on the date of the first publication or, where required to be published in more than one

newspaper, on the date of the first publication in all required newspapers.



All notices regarding the Registered Notes will be deemed to be validly given if sent by mail or (if posted

to an address overseas) by airmail to the holders (or the first named of joint holders) at their respective

addresses recorded in the Register and will be deemed to have been given on the fourth day after

mailing.



Where any issue of Notes is listed, notices will also be given in accordance with the rules and

requirements of the relevant securities exchange.



Until such time as any definitive Notes are issued, there may, so long as any Global Notes representing

the Notes are held in their entirety on behalf of Euroclear and/or Clearstream, Luxembourg, be

substituted for such publication in such newspaper(s) the delivery of the relevant notice to Euroclear

and/or Clearstream, Luxembourg for communication by them to the holders of the Notes. Any such

notice shall be deemed to have been given to the holders of the Notes on the seventh day after the day

on which the said notice was given to Euroclear and/or Clearstream, Luxembourg.



Unless otherwise specified in these Conditions, notices to be given by any Noteholder shall be in writing

and given by lodging the same, together (in the case of any Note in definitive form) with the relative

Note or Notes, with the Issuing and Paying Agent (in the case of Bearer Notes) or the Registrar (in the

case of Registered Notes). Whilst any of the Notes are represented by a Global Note held by or on

behalf of Euroclear and/or Clearstream, Luxembourg, such notice may be given by any accountholder

to the Issuing and Paying Agent or the Registrar through Euroclear and/or Clearstream, Luxembourg,

as the case may be, in such manner as the Issuing and Paying Agent, the Registrar, Euroclear and/or

Clearstream, Luxembourg, as the case may be, may approve for this purpose.



Notwithstanding the other provisions of this Condition 16, in any case where the identities and

addresses of all the Noteholders are known to the Issuer, notices to such holders may be sent by mail

or (if posted to an address overseas) by airmail to such addresses and will be deemed to have been

given on the fourth day after mailing.



Couponholders and Receiptholders shall be deemed for all purposes to have notice of the contents of

any notice to the Noteholders given in accordance with this Condition 16.



17. Meetings of Noteholders and Modifications and Waivers



(a) Meetings of Noteholders



The Trust Deed contains provisions for convening meetings of Noteholders of a Series to consider any

matter affecting their interests, including modification by Extraordinary Resolution of the Notes of such

Series (including these Conditions insofar as the same may apply to such Notes) or any provision of the



48

Trust Deed.



Each of the Issuer, the Guarantor and the Trustee at any time may, and the Trustee (subject to its being

indemnified to its satisfaction against all costs and expenses thereby occasioned) upon the request in

writing by Noteholders holding not less than 10 per cent. of the principal amount of the Notes of any

Series for the time being outstanding shall, convene a meeting of the Noteholders of that Series. The

quorum at any such meeting for passing an Extraordinary Resolution will be one or more persons

holding or representing in the aggregate a clear majority in principal amount of the Notes of the relevant

Series for the time being outstanding, or at any adjourned such meeting one or more persons being or

representing Noteholders whatever the principal amount of the Notes of the relevant Series so held or

represented. An Extraordinary Resolution duly passed at any meeting of Noteholders will be binding on

all Noteholders of the relevant Series, whether or not they are present at the meeting, and, if applicable,

on all relevant Couponholders and Receiptholders, except that any Extraordinary Resolution proposed,

inter alia, (i) to amend the dates of maturity or redemption of the Notes, any Instalment Date or any date

for payment of interest on the Notes, (ii) to reduce or cancel the principal amount or any Instalment

Amount of or premium (if any) on the Notes, (iii) to reduce the rate or rates of interest in respect of the

Notes or to vary the method or basis of calculating the rate or rates of interest or the basis for

calculating any interest payable in respect of the Notes, (iv) to vary any method of, or basis for,

calculating the redemption amount of the Notes, (v) to vary the currency or currencies of payment or

denomination of the Notes, (vi) to take any steps that as specified hereon may only be taken following

approval by an Extraordinary Resolution to which the special quorum provisions apply or (vii) to modify

the provisions concerning the quorum required at any meeting of Noteholders or the adjournment

thereof or the majority required to pass the Extraordinary Resolution, will only be binding if passed at a

meeting of the Noteholders of the relevant Series (or at any adjournment thereof) at which a special

quorum (provided for in the Trust Deed) is present.



The Trust Deed contains provisions for written resolutions in lieu of meetings of Noteholders if signed

by or on behalf of the holders of the aggregate principal amount of Notes required to pass the relevant

resolution at a meeting at which the holders of all Notes of that Series were present or represented.



(b) Modifications and Waivers



The Trustee may agree, without the consent of the Noteholders, the Receiptholders or the

Couponholders, to any modification (subject to certain exceptions as provided in the Trust Deed) of, or

to any waiver or authorisation of any breach or proposed breach of, any of these Conditions or any of

the provisions of the Trust Deed, or may determine that any condition, event or act which, but for such

determination, would constitute an Event of Default, shall not be treated as such which in any such

case, in the opinion of the Trustee, is not materially prejudicial to the interests of the Noteholders, the

Receiptholders or the Couponholders or to any modification of any of these Conditions or any of the

provisions of the Trust Deed which is of a formal, minor or technical nature, which is made to correct a

manifest error or to comply with mandatory provisions of law, or which is required by Euroclear,

Clearstream, Luxembourg, CDP and/or any other relevant Clearing System. Any such modification,

waiver, authorisation or determination shall be binding on the Noteholders, the Receiptholders and the

Couponholders and, if the Trustee so requires, shall be notified to the Noteholders as soon as

practicable.



(c) Entitlement of the Trustee



In connection with the exercise by it of any of its trusts, powers, authorities and discretions (including,

without limitation, any modification, waiver, authorisation or determination), the Trustee shall have

regard to the general interests of the Noteholders but shall not have regard to any interests arising from

circumstances particular to individual Noteholders, Receiptholders or Couponholders (regardless of

whether the Trustee has actual or constructive knowledge of such circumstances or otherwise) and, in

particular but without limitation, shall not have regard to the consequences of any such exercise for

individual Noteholders, Receiptholders or Couponholders resulting from their being for any purpose

domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular

territory or any political sub-division thereof and the Trustee shall not be entitled to require, nor shall



49

any Noteholder, Receiptholder or Couponholder be entitled to claim, from the Issuer, the Guarantor, the

Trustee or any other person any indemnification or payment in respect of any tax consequence of any

such exercise upon individual Noteholders, Receiptholders or Couponholders.



18. Further Issues



The Issuer may from time to time without the consent of the Noteholders, the Receiptholders or the

Couponholders create and issue further Notes ranking pari passu in all respects with, and having the

same terms and conditions as, the outstanding Notes, and so that the same shall be consolidated and

form a single Series with the outstanding Notes.



19. Governing Law and Submission to Jurisdiction



(a) Governing law



The Trust Deed, the Notes, Receipts, Coupons and Talons are governed by, and shall be construed in

accordance with, the laws of Singapore.



(b) Submission to jurisdiction



The courts of Singapore are to have jurisdiction to settle any disputes which may arise out of or in

connection with the Trust Deed, the Notes, Receipts, Coupons or Talons and accordingly any legal

action or proceedings arising out of or in connection with the Trust Deed, the Notes, Receipts, Coupons

or Talons may be brought in such courts.



20. Contracts (Rights of Third Parties) Act



No person shall have any right under the Contracts (Rights of Third Parties) Act, Chapter 53B of

Singapore to enforce any of the provisions of this Note, but this does not affect any right or remedy of a

third party which exists or is available apart from that Act.









50

DESCRIPTION OF SELECTED TRANSACTION DOCUMENTS



Summary of the Trust Deed



The Trustee, RBC Dexia Trust Services Singapore Limited, has been appointed as the trustee for the

Noteholders, the Receiptholders and the Couponholders and will carry out its duties and functions in

accordance with the provisions of the Trust Deed.



Pursuant to the Trust Deed, the Trustee will hold the benefit of the Guarantee and the covenant to pay

all redemption amounts and interest owing under the Notes on trust for the Noteholders, the

Receiptholders and the Couponholders.



Only the Trustee may pursue the remedies available under general law or under the Notes, Receipts,

Coupons or Talons to enforce the rights of the Noteholders, Receiptholders or Couponholders or the

provisions of the Notes, Receipts, Coupons or Talons. No Noteholder, Receiptholder or Couponholder

shall be entitled to proceed directly against the Issuer and/or the Guarantor to enforce the performance

of any of the provisions of the Notes, Receipts, Coupons or Talons unless the Trustee, having become

bound as aforesaid to take proceedings, fails or neglects to do so within a reasonable period and such

failure or neglect is continuing.



The Trustee shall not be bound to take any steps (including, without limitation, giving notice that the

Notes are due and repayable in accordance with Condition 10 of the Terms and Conditions of the

Notes) to enforce the performance by the Issuer and/or the Guarantor of their respective obligations

under any of the provisions of the Trust Deed, the Agency Agreement, the Depository Services

Agreement or the Deed of Covenant or the Notes, Receipts, Coupons or Talons unless (1) it shall have

been so requested in writing by the holders of not less than 25 per cent. in principal amount of the

Notes then outstanding or so directed by an Extraordinary Resolution of the Noteholders and (2) it shall

have been indemnified by the Noteholders to its satisfaction against all actions, proceedings, claims,

demands and liabilities to which it may thereby become liable and all costs, charges, damages and

expenses which may be incurred by it in connection therewith.



The Trustee is entitled to assume without enquiry (in the absence of actual knowledge by or an express

notice to it to the contrary) that each of the Issuer and the Guarantor is duly performing and observing all

the covenants and provisions contained in the Trust Deed, the Agency Agreement and various other

documents to which it is a party, the Notes, Receipts, Coupons and Talons.



If the Trustee fails to show the degree of care and diligence required of it as trustee under the terms of

the Trust Deed, the Trust Deed shall not relieve or indemnify it from or against any liability that would

otherwise attach to it in respect of any negligence, wilful default, breach of duty or breach of trust of

which it may be guilty.



The Trustee may at any time or times, without any consent or sanction of the Noteholders, Receiptholders

or Couponholders, concur with the Issuer and the Guarantor in making any modification (a) to the Trust

Deed (subject to certain exceptions), the Agency Agreement and various other documents which in the

opinion of the Trustee may be expedient to make, provided that the Trustee is of the opinion that such

modification will not be materially prejudicial to the interests of the Noteholders or (b) to the Trust Deed, the

Agency Agreement and various other documents which is of a formal, minor or technical nature, which is

made to correct a manifest error or to comply with mandatory provisions of law, or which is required by

Euroclear, Clearstream, Luxembourg, CDP and/or any other relevant Clearing System. Any such

modification shall be binding on the Noteholders, Receiptholders and Couponholders and, unless the

Trustee otherwise agrees in writing, the Issuer shall cause such modification to be notified to the

Noteholders as soon as practicable thereafter in accordance with the Terms and Conditions of the Notes.









51

Summary of the Programme Agreement



The following paragraphs set out a summary of certain provisions of the Programme Agreement.



Subject to the terms and on the conditions contained in the Programme Agreement, Société Générale,

Singapore Branch has been appointed by the Issuer as a Dealer in respect of the Programme. Other

Dealers may be appointed from time to time in accordance with the provisions of the Programme

Agreement.



Subject to the terms and conditions of the Programme Agreement, the Issuer may from time to time

agree with any Dealer to issue, and any Dealer may agree to purchase, Notes. Where the Issuer

agrees with two or more Dealers to issue, and those Dealers agree to purchase, Notes on a syndicated

basis, the Issuer shall enter into a Subscription Agreement (as defined in the Programme Agreement)

with those Dealers.



Under the Programme Agreement, each of the Issuer and the Guarantor has made certain

representations and warranties to each Dealer in relation to, amongst other things, the information

contained in this Base Prospectus, its due incorporation and valid existence under the laws of

Singapore and its capacity and authority to enter into the relevant agreements in relation to the

Programme.



The Programme Agreement provides that the Issuer and the Guarantor may at any time terminate the

Programme Agreement by giving not less than 30 days' notice to the Dealers, the Arranger, the Issuing

and Paying Agent, the Registrar and the Trustee. In addition, the Issuer may from time to time appoint

one or more additional Dealers upon the terms of the Programme Agreement. Any such appointment of

a Dealer may be in respect of a single Tranche or the whole Programme.



Summary of the Agency Agreement



The following paragraphs set out a summary of certain provisions of the Agency Agreement.



Subject to the terms and on the conditions contained in the Agency Agreement, Société Générale,

Singapore Branch has been appointed as the Issuing and Paying Agent and the Agent Bank.



Under the Agency Agreement, the various agents are required to carry out, amongst others, the

following duties:



(a) acting as paying agent for sums due under the Notes;



(b) determining the interest and/or other amounts payable in respect of the Notes in accordance

with the Terms and Conditions of the Notes; and



(c) arranging, at the expense of the Issuer, for the publication of notices to Noteholders in

accordance with the Terms and Conditions of the Notes.



Unless otherwise agreed in writing by Société Générale, Singapore Branch, it shall not act as any

Agent in relation to any Series of Notes in respect of which it is not a Dealer. In the event Société

Générale, Singapore Branch acts as any Agent in respect of any Series, it shall be on the basis of such

terms as to fees as may be prescribed by it. If Société Générale, Singapore Branch does not act as any

Agent, the Issuer and/or the Guarantor shall appoint additional Agent(s) to act as such Agent(s).









52

SUMMARY OF THE SWAP ARRANGEMENTS



The Issuer may from time to time enter into any hedging arrangement(s) (whether by way of a

derivative transaction or otherwise) connected with any Notes issued under the Programme with the

relevant Swap Provider(s).



Depending on the relevant reference assets in relation to each Tranche or Series of Notes issued under

the Programme, the Issuer may from time to time enter into one or more derivative transactions (that

will be governed by the relevant Swap Agreement) with the relevant Swap Provider(s) to create an

appropriate exposure to such reference assets. The terms of each Swap Agreement will be negotiated

between the Issuer and the relevant Swap Provider(s) at that point in time.



Each Pricing Statement for the relevant Series will specify the identity(ies) of the relevant Swap

Provider(s) and provide details on the relevant hedging arrangement(s) and the material terms of the

related Swap Agreement(s).









53

INFORMATION ON THE REFERENCE ASSETS



The following sets out selected information on the reference assets in relation to each offer of Notes,

and should be read in conjunction with the rest of this Base Prospectus and the relevant Pricing

Statement.



Equity Linked Notes, Credit Linked Notes, Index Linked Notes, Currency Linked Notes,

Commodity Linked Notes and Interest Rate Linked Notes



Potential investors in Equity Linked Notes, Credit Linked Notes, Index Linked Notes, Currency Linked

Notes, Commodity Linked Notes and/or Interest Rate Linked Notes should note the following

information on the reference assets in relation to such Notes:



(a) The reference assets would comprise:



(i) (in the case of Equity Linked Notes) (aa) equity securities such as stocks or shares

issued by a corporation or a body unincorporated listed on the SGX-ST and/or such

other acceptable stock exchanges (as may be specified in the relevant Pricing

Statement), (bb) any right, option or derivative in respect of such equity securities, such

as warrants, which may be listed on the SGX-ST and/or such other acceptable stock

exchanges (as may be specified in the relevant Pricing Statement), and/or (cc) a

basket comprising such equity securities and/or any right, option or derivative in

respect of such equity securities;



(ii) (in the case of Credit Linked Notes) (aa) credits or debt obligations of any corporation,

body unincorporated, or any other entity, and/or (bb) a basket of such credits or debt

obligations. Such credits or debt obligations may be unlisted or listed on the SGX-ST

and/or any other acceptable stock exchange (as may be specified in the relevant

Pricing Statement) and may be unrated or rated by a rating agency (and if rated, details

in respect of the rating(s) and rating agency(ies) which are available to the Issuer will

be disclosed in the relevant Pricing Statement);



(iii) (in the case of Index Linked Notes) (aa) an index or indices published by a publisher of

a stock exchange, or any other form or type of, index, (bb) any right, option or

derivative in respect of such index or indices, and/or (cc) a basket comprising such

index or indices and/or any right, option or derivative in respect thereof;



(iv) (in the case of Currency Linked Notes) (aa) one or more legal currencies of any nation,

and/or (bb) the applicable currency exchange rate(s) in relation to one or more of such

currencies;



(v) (in the case of Commodity Linked Notes) (aa) a commodity index or a basket of such

indices, (bb) a single commodity (such as gold, oil, aluminium, copper, lead or wheat),

(cc) the aggregate price of a group of commodities, and/or (dd) any combination of the

above; or



(vi) (in the case of Interest Rate Linked Notes) (aa) interest rate benchmarks such as

SIBOR (Singapore Interbank Offered Rate) or LIBOR (London Interbank Offered Rate),

(bb) interest rates for a specified currency for a specified term, and/or (cc) any

combination of the above.



(b) Unless otherwise disclosed in the relevant Pricing Statement, there are no material terms and

conditions that are expected to apply in respect of each type of reference assets.



(c) Unless otherwise disclosed in the relevant Pricing Statement, there is no specific method and

criteria by which the reference assets are selected, and the Issuer will (with other parties) select

the reference assets based on investor demand for the type of such Notes which are based on

or linked to such reference assets.

54

(d) Unless otherwise disclosed in the relevant Pricing Statement, there are no processes for

handling delinquencies, losses, bankruptcies and recoveries in relation to such reference

assets. Where applicable, the relevant Pricing Statement will provide for the manner in which

the principal amount, interest and/or other sums to be paid and/or the delivery of the reference

assets to Noteholders would be calculated or determined in the event of any occurrence of such

events.



(e) Unless otherwise disclosed in the relevant Pricing Statement, to the Issuer's reasonable

knowledge, there are no legal or regulatory provisions expected to materially affect the

performance of the reference assets or payments or expected payments on such Notes.



(f) Unless otherwise disclosed in the relevant Pricing Statement, the Issuer does not expect that

there will be any addition to or substitution or removal of the reference assets to which such

Notes are linked. Therefore, and unless otherwise disclosed in the relevant Pricing Statement,

there will not be (i) any differences in the criteria for additional reference assets and the criteria

used to select the then current pool of reference assets, (ii) any requirements to add or remove

the reference assets and any effects of not meeting those requirements, (iii) any notification to

Noteholders of changes to the pool of reference assets since there will be no such changes and

(iv) any party with the authority to add, remove or substitute assets from the pool of reference

assets or determine if such assets meet the acquisition or underwriting criteria for additional

reference assets.



Other types of Notes



In relation to other Notes which are linked to, or based on, reference assets which do not fall into the

categories of Notes stated above, the Issuer will, where applicable, lodge a supplementary Base

Prospectus with the Authority to provide the following information:



(a) the type or types of reference assets;



(b) the material terms and conditions that apply in respect of each type of reference assets;



(c) the method and criteria by which the reference assets are selected, if applicable;



(d) the process for handling delinquencies, losses, bankruptcies and recoveries, if applicable;



(e) where legal or regulatory provisions may materially affect the performance of the reference

assets or payments or expected payments on the structured notes, these provisions and their

effect; and



(f) the circumstances where reference assets may be added, substituted or removed, including:



(i) when and how the reference assets can be removed or substituted;



(ii) any differences in the criteria for additional reference assets and the criteria used to

select the then current pool of reference assets;



(iii) any requirements to add or remove the reference assets and any effects of not meeting

those requirements; and



(iv) how investors will be notified of changes to the pool of reference assets.









55

INFORMATION ON THE ISSUER



Incorporation and Registered Office



The Issuer was registered and incorporated as a limited liability company (Company Registration

Number: 200613160W) under the Companies Act on 8 September 2006. The registered office of the

Issuer is at 1 HarbourFront Avenue, #18-01 Keppel Bay Tower, Singapore 098632 and the telephone

number and facsimile number of the Issuer's registered office are (65) 6270 6666 and (65) 6413 6391

respectively. The Issuer has been incorporated for an indefinite period.



Share Capital



The issued share capital of the Issuer is S$2.00 divided into 2 ordinary shares, each of which is fully

paid up. All the issued ordinary shares in the capital of the Issuer are held by the Guarantor.



Memorandum and Articles of Association



The information set out below summarises the objects for which the Issuer was established:



(a) to issue, from time to time and at any time, structured notes (as defined under the SFR) (the

"structured notes") pursuant to the Programme, the proceeds of which will be used for the

general corporate funding purposes of the Group, and for such other purposes as may be

determined by the Guarantor;



(b) to lend or advance moneys to the Group for any purpose whatsoever including (without limitation)

the financing or refinancing of the acquisition by the Group of land, property and/or buildings and

other assets undertaken by the Group and/or general working capital requirements of the Group;



(c) to accept as security for the repayment of any or all or part of the moneys lent or advanced by the

Issuer to the Group made or to be made from time to time to the Group, any mortgage, pledge,

lien, hypothecation, assignment, caveat, security interest, preferential right, trust arrangement

or other charge or encumbrance and any other agreement or arrangement having substantially

the same economic effect (including any "title retention", "holdback" or "flawed asset"

arrangement) over, in respect of or in relation to any or all or part of the present and/or future

undertaking, property, assets, rights, claims and/or other interests of the Group and to enter into

security trust deeds, inter-creditor agreements, subordination agreements and any other

agreements or arrangements in connection with such security;



(d) in connection with the issue from time to time of the structured notes under the Programme, to

procure the provision of, and/or (where applicable) borrow under, credit facilities, credit

enhancement, guarantee, liquidity, hedging, servicing and/or other facilities and interest rate,

cross currency and/or other swap arrangements (collectively, the "Facilities") and to enter into

arrangements for the provision of such Facilities;



(e) to create and grant as security for the repayment and discharge of the structured notes issued from

time to time under the Programme and/or the provision of the Facilities, any mortgage, pledge,

lien, hypothecation, assignment, caveat, security interest, preferential right, trust arrangement

or other charge or encumbrance and any other agreement or arrangement having substantially

the same economic effect (including any "title retention", "holdback" or "flawed asset"

arrangement) over, in respect of or in relation to any or all or part of its present and/or future

undertaking, property, assets, rights, claims and/or other interests and to enter into security trust

deeds, inter-creditor agreements, subordination agreements and any other agreements or

arrangements in connection with such security;



(f) to grant discharges of any security or guarantees granted in favour of it, and to accept

discharges of any security or guarantees granted by it; and







56

(g) to exercise and/or enforce its rights under, and to perform, observe and comply with its

obligations arising from, any of the transactions or arrangements entered into by the Issuer in

connection with any of these objects of the Issuer (including, without limitation, to redeem and

discharge any of its indebtedness and/or liabilities, whether under any debt securities of the

Issuer, any Facilities, or otherwise).



Management



The directors of the Issuer, their respective addresses and other principal activities at the date hereof

are:





Name Address Occupation

Koh Beow Ko, Lynn No. 4 Ridgewood Close General Manager,

#04-02 Himiko Court Group Treasury

Singapore 276695



Tan Poh Lee Paul 31 Mount Sinai Rise #09-07 Group Controller,

Singapore 276953 Group Control & Accounts





Administration



The company secretaries of the Issuer and their qualifications are as follows:





Name Qualifications

Caroline Chang Cheng Mei LLB (Hons)



Lam Chee Kin LLB (Hons)





Business of the Issuer



The Issuer has not engaged, since its incorporation, in any activities other than those incidental to its

incorporation under the Companies Act, the establishment of the Programme, the authorisation and

issue of Notes of each Series and the authorisation, execution, delivery and performance of the other

documents to which it is or will be a party and matters which are incidental or ancillary to the foregoing.



The Auditors



The name, address and professional qualifications of the Issuer's auditors are as follows:





Name Address Qualifications

Deloitte & Touche 6 Shenton Way Certified Public Accountants

#32-00 DBS Building Tower Two

Singapore 068809









57

INFORMATION ON THE GUARANTOR AND SPONSOR



Certain statements in this section on "Information on the Guarantor and Sponsor" have been extracted

from, or are based on, the audited consolidated financial statements of the Guarantor for each of the

years ended 31 December 2003, 31 December 2004 and 31 December 2005 (collectively, the "Audited

Financial Statements") which for the purpose of statutory compliance with the Companies Act were

audited by the previous auditors of the Guarantor, PricewaterhouseCoopers, Certified Public

Accountants, on 28 February 2004, 1 March 2005 and 21 March 2006 respectively. The auditors’

reports issued in relation to each of the Audited Financial Statements have not been qualified by

PricewaterhouseCoopers. PricewaterhouseCoopers are no longer the auditors of the Guarantor for the

financial year ending 31 December 2006. The address of PricewaterhouseCoopers is 8 Cross Street,

#17-00 PWC Building, Singapore 048424.



PricewaterhouseCoopers, have given, and have not withdrawn, their written consent to the issue of this

Base Prospectus with the inclusion herein of their name and all references thereto, in the form and

context in which it appears in this Base Prospectus. The Audited Financial Statements were not audited

by PricewaterhouseCoopers for the purpose of incorporation in this Base Prospectus.



Management





Name Position Address

Lim Chee Onn Executive Chairman 40 Cassia Drive

Singapore 289729



Lim Hock San Independent and 10 Pierce Road

Non-Executive Director Singapore 248529



Sven Bang Ullring Independent and Elisenbergveien 5a

Non-Executive Director 0265 Oslo, Norway



Tony Chew Leong-Chee Independent and 6B Cluny Park

Non-Executive Director Singapore 259615



Tsao Yuan Mrs Lee Soo Ann Independent and 151G King’s Road

Non-Executive Director #24-26

Singapore 268164



Leung Chun Ying Independent and Room 1001, 10/F Jardine

Non-Executive Director House, No. 1 Connaught Place

Central Hong Kong



Oon Kum Loon (Mrs) Independent and 3 Peach Garden

Non-Executive Director Singapore 437604



Tow Heng Tan Non-Executive Director 98 Jalan Kuras

Singapore 577764



Yeo Wee Kiong Independent and 19 Holland Park

Non-Executive Director Singapore 247706



Choo Chiau Beng Senior Executive Director 11 Lakme Street

Singapore 456908



Teo Soon Hoe Senior Executive Director 1 Ash Grove

Singapore 289783





58

Registered Office



The registered office of the Guarantor is at 1 HarbourFront Avenue, #18-01 Keppel Bay Tower,

Singapore 098632 and the telephone number and facsimile number of the Guarantor's registered office

are (65) 6270 6666 and (65) 6413 6391 respectively.



Capital



Equity Capital



As at the Latest Practicable Date, the Guarantor's issued capital was S$970,381,000 comprising

787,588,924 ordinary shares.



Loan Capital



As at the Latest Practicable Date, the Guarantor's loan capital was as follows:



(a) S$300,000,000 Floating Rate Notes due 2010 issued in 2005 under its US$600,000,000

Multi-Currency Medium Term Note Programme. Interest is based on money market rates at

3.89531% per annum; and



(b) unsecured short term bank loans amounting to S$142,492,000. Interest is based on money

market rates ranging from 3.215% to 6.59% per annum.



The Guarantor's obligations under the notes and the bank loans referred to in paragraphs (a) and (b)

rank pari passu with its obligations under the Guarantee.



Issue of Shares



The following numbers of shares were issued pursuant to the exercise of employees' share options on

the dates and at the prices shown below:



Date Price (S$) No. of Shares Date Price (S$) No. of Shares

16/09/2005 4.99 27,500 08/03/2006 3.12 60,000

26/09/2005 3.16 3,333 09/03/2006 6.54 5,000

26/09/2005 4.99 20,000 10/03/2006 6.54 2,000

27/09/2005 4.99 7,500 13/03/2006 6.54 30,000

30/09/2005 4.99 10,000 14/03/2006 6.54 11,000

05/10/2005 4.99 5,000 15/03/2006 6.54 25,000

11/10/2005 4.99 5,000 17/03/2006 6.54 3,500

18/10/2005 3.12 25,000 21/03/2006 6.54 12,500

21/10/2005 1.75 2,000 22/03/2006 4.99 47,500

31/10/2005 3.12 50,000 22/03/2006 6.54 1,000

31/10/2005 9.35 5,000 23/03/2006 6.54 7,500

09/12/2005 3.16 30,000 29/03/2006 6.54 1,000

15/12/2005 9.35 1,500 04/04/2006 6.54 11,000

22/12/2005 1.95 30,000 05/04/2006 6.54 1,000

22/12/2005 1.75 30,000 10/04/2006 6.54 1,000

22/12/2005 3.16 60,000 12/04/2006 4.99 47,500

22/12/2005 7.00 1,000 17/04/2006 6.54 8,500

04/01/2006 2.34 470,000 25/04/2006 1.75 75,000

04/01/2006 1.75 140,000 25/04/2006 3.12 25,000

04/01/2006 3.12 280,000 25/04/2006 3.16 52,500

04/01/2006 4.99 47,500 25/04/2006 4.99 15,000



59

Date Price (S$) No. of Shares Date Price (S$) No. of Shares

05/01/2006 1.75 80,000 25/04/2006 6.54 15,000

05/01/2006 4.99 85,000 26/04/2006 6.54 7,500

13/01/2006 4.99 20,000 03/05/2006 3.12 55,000

26/01/2006 4.99 25,000 03/05/2006 6.54 88,500

26/01/2006 6.54 7,500 04/05/2006 6.54 1,000

26/01/2006 7.00 7,500 08/05/2006 3.16 12,500

10/02/2006 4.99 35,000 08/05/2006 6.54 15,500

10/02/2006 3.16 85,000 10/05/2006 6.54 27,500

10/02/2006 3.12 10,000 16/05/2006 4.99 7,500

10/02/2006 3.16 30,000 22/05/2006 4.99 10,000

15/02/2006 3.12 45,000 22/05/2006 6.54 10,000

15/02/2006 3.16 27,500 26/05/2006 6.54 47,500

15/02/2006 6.54 157,500 30/05/2006 6.54 47,500

17/02/2006 4.99 40,000 01/06/2006 1.75 330,000

17/02/2006 3.12 30,000 10/08/2006 6.77 1,000

17/02/2006 6.54 180,000 16/08/2006 6.77 54,000

20/02/2006 6.54 75,000 16/08/2006 6.77 53,000

21/02/2006 3.16 17,500 16/08/2006 6.31 5,000

21/02/2006 6.54 32,500 17/08/2006 6.77 78,000

23/02/2006 3.16 12,500 18/08/2006 6.77 62,500

23/02/2006 6.54 1,000 21/08/2006 6.77 48,500

27/02/2006 6.54 43,500 21/08/2006 6.77 81,000

27/02/2006 4.99 10,000 21/08/2006 6.31 2,500

27/02/2006 6.54 14,500 21/08/2006 1.69 2,000

28/02/2006 6.54 23,500 21/08/2006 2.11 4,000

01/03/2006 3.16 12,500 24/08/2006 6.77 22,500

01/03/2006 4.99 37,500 24/08/2006 9.12 2,500

01/03/2006 6.54 23,500 24/08/2006 12.77 7,500

03/03/2006 6.54 11,000 28/08/2006 6.31 7,500

08/03/2006 4.99 90,000 28/08/2006 6.77 22,500

08/03/2006 6.54 2,500 29/08/2006 6.77 2,500



Substantial Shareholding



The interests of the substantial shareholders of Keppel, based on Keppel's issued and paid-up capital

as at the Latest Practicable Date, were as follows:



Direct Interest Deemed Interest Total Interest

Number of (%) Number of (%) Number of (%)

Shares Shares Shares

(1)

Temasek 168,821,951 21.43 2,508,000 0.32 171,329,951 21.75

Holdings

(Private)

Limited



Notes:

(1) By virtue of Section 7 of the Companies Act, Temasek Holdings (Private) Limited is deemed to be

interested in the 2,508,000 shares held by the DBS Group Holdings Ltd group of companies, Singapore

Airlines Ltd group of companies, Mount Faber Leisure Group Pte Ltd and the Rohatyn Group Asia

Opportunity Master Fund, Ltd.









60

Organisational Form, Business, Nature of Operations and Principal Activities



The Guarantor (also referred to in this section on "Information on the Guarantor and Sponsor" as

"Keppel") was incorporated in Singapore on 3 August 1968. It was admitted to the Official List of the

SGX-ST on 24 October 1980 and had a market capitalisation of S$11.9 billion as at 29 August 2006.

Keppel and its related corporations (the "Group") are segmentalised into four divisions, namely,

Offshore & Marine, Property, Infrastructure and Investments, the details of which are as follows:



(a) Offshore & Marine – Keppel Offshore & Marine Limited, which comprises Keppel FELS and

Keppel Shipyard, is a market leader in the rig building and marine businesses. In the Offshore

business, Keppel designs, builds and repairs mobile offshore drilling units, floating production

systems, production topsides and specialized vessels such as deepwater semi-submersibles,

tension leg platforms and other sophisticated offshore vessels. In the Marine business, Keppel

is one of the world leaders in the conversion of Floating Production Storage and Offloading

(FPSO) vessels and Floating Storage and Offloading (FSO) vessels, and has expertise in a

whole spectrum of repair and conversion of a diverse range and capacity of other vessels. It

also has reputed expertise for the design and construction of specialized offshore support

vessels. Keppel has an operational network of 17 shipyards and more than 10 support

operations in strategic offshore markets and hubs of major sea routes around the world.



(b) Property – Keppel’s property business is primarily undertaken by Keppel Land Limited

("Keppel Land"), a company listed on the SGX-ST with a market capitalisation of S$3.0 billion

as at 29 August 2006. Keppel Land focuses on two core businesses, namely, property

development for sale and property fund management. The property development activities are

currently focused on Singapore, the People's Republic of China, Vietnam, India and Indonesia.

Apart from developing quality residential properties, it has also embarked on developing large-

scale residential townships. The Group also has a diversified portfolio of office buildings,

serviced apartments, hotels, resorts, retail complexes and industrial buildings in Singapore and

the region. The Group’s property fund management activities are carried out through K-REIT

Asia Management Ltd and Alpha Investment Partners Ltd.



(c) Infrastructure – Keppel's infrastructure business comprises power generation, environmental

engineering and network engineering.



(i) Power generation and environmental engineering – Keppel engages in power

generation and environmental engineering. In Singapore, Keppel Energy Pte Ltd

("Keppel Energy") is an independent electricity supplier and is constructing a co-

generation power plant, which would supply both electricity and steam to industrial

users. Keppel Energy also operates a power generation plant in Nicaragua and will be

operating power barges in Ecuador. In the environmental engineering business,

Keppel Integrated Engineering Limited ("KIE") provides global solutions in waste to

energy incineration and sewage water treatment. KIE is building the largest NEWater

plant and an incineration plant in Singapore.



(ii) Network Engineering – Keppel is a provider of design, roll-out and operations

management services in wireline and wireless networks in Asia and Europe. Through

its companies such as ECHO Broadband GmbH, Trisilco Folec Sdn Bhd and Keppel

Communications Pte Ltd, Keppel offers a range of network engineering, integration

services and technology solutions.



(d) Investments – Keppel’s Investments Division comprises mainly 44%-owned Singapore

Petroleum Company Limited ("SPC"), 37%-owned k1 Ventures Limited ("k1 Ventures") and

17%-owned MobileOne Limited ("M1"). All three companies are listed on the SGX-ST. SPC is

an integrated oil and gas company with activities in petroleum refining, marketing and

distribution, trading activities and the storage and terminalling of finished products. The

upstream and midstream activities involve the exploration, development, production, sale of oil

and gas and investment in pipelines. k1 Ventures is a diversified investment company with



61

investments across a broad industry sector. M1 offers mobile and international call services in

Singapore.



Review of Past Performance



Key Financial Highlights





(Unaudited) (Audited) (Audited) (Audited)

(Half year) (Full year) (Full year) (Full year)

30 June 2006 2005 2004 2003

(S$'million) (S$'million) (S$'million) (S$'million)

Revenue 3,190 5,688 3,963 5,947

Operating profit 361 467 409 505

Profit before taxation 587 826 645 557

and exceptional items

Attributable profit before 366 564 465 395

exceptional items

Earnings per share 46.5 cents 72.1 cents 59.9 cents 51.1 cents



Review of Performance in 1H2006



The Group continued to deliver robust growth with record first half attributable profit of S$366 million

and earnings per share of 46.5 cents. Annualised return on equity scaled a new benchmark of 18.5%

and economic value added for the first half of S$193 million was almost equal to that achieved for the

whole of 2005.



For the first half year, Group revenue of S$3.2 billion was S$895 million or 39% higher than that of the

corresponding period in 2005. Revenue from Offshore & Marine Division of S$2,412 million was S$759

million or 46% higher, from its large orderbook. Property Division achieved revenue of S$457 million,

S$130 million or 40% higher. The increased revenue was due to the higher sale of the Group’s new and

existing trading projects and rental income from its investment properties. Revenue from Keppel

Telecommunications & Transportation ("Keppel T&T") and electricity trading was lower.



Group profit before tax for the first half of S$587 million was 45% higher than the first half in the

previous year with increased contributions from Offshore & Marine Division, Property Division and

Investments Division. Offshore & Marine Division with higher revenue recognition from rig building,

conversions, upgrades and construction of offshore support vessels, reported increased profit of S$263

million, 48% above the same period in the previous year. Property Division posted earnings of S$138

million, 44% higher due to the higher revenue from trading projects and profit from sale of a piece of

land in Tianjin, the People's Republic of China. Infrastructure Division reported a loss in the first half

due to depreciation of power barges and operating losses in the Energy business. Profit from SPC was

higher and k1 Ventures benefited from higher investment gains.



Group taxation expenses were higher in the first half as a result of higher profits from overseas

operations. After taking into account taxation charge and minority share of profit, the resultant profit

attributable to shareholders was S$366 million. This was S$89 million or 32% higher than the first half

of 2005.



Review of Performance in 2005



Group revenue of S$5.7 billion for the year was S$1,725 million or 44% higher than that of the previous

year. Revenue from Offshore & Marine Division of S$4,112 million was 69% higher and contributed

72% of Group revenue. The net orderbook carried over from the previous year and the record new

orders secured in the year contributed to the increased revenue of Offshore & Marine Division.



62

Revenue from Property Division of S$848 million was S$137 million or 19% higher than the previous

year. The increased revenue was due to the strong performance of the Group’s trading projects both in

Singapore and overseas. The increased revenue from Offshore & Marine Division and Property Division

was partially offset by lower revenue from Infrastructure Division following the cessation of the power

barges contract in Brazil at the end of the previous year.



Group pre-tax profit of S$826 million was 28% higher than the previous year with increased

contributions from Offshore & Marine Division, Property Division and SPC. Offshore & Marine Division

benefited from profit recognition of completed jobs arising from its large orderbook. Keppel Land’s

earnings rose by 31% from the healthy sales of its residential developments. However, this was partially

offset by lower earnings from Keppel Bay Pte Ltd. Losses were incurred by the Infrastructure Division

because of the redeployment cost of the power barges and losses in electricity trading. KIE returned to

profitability after the restructuring efforts from the previous year. The continuing tight refining capacity

and strong growth in demand for refined products led to significantly higher earnings at SPC.



Taking into consideration taxation and minority share of profits, the resultant profit attributable to

shareholders of S$564 million was 21% higher than the previous year. Keppel Offshore & Marine

remained the largest contributor to attributable earnings with 42%, followed by SPC with 33%, Property

Division with 21% and the rest from Keppel T&T and Investments Division net of the losses of

Infrastructure Division.



Review of Performance in 2004



Group revenue was below that of the previous year due mainly to the deconsolidation of SPC. If SPC’s

revenue were to be excluded from the previous year’s turnover there would have been a 20% increase

in Group revenue due to a hefty increase in Offshore & Marine Division’s revenue.



Group pre-tax earnings of S$645 million and attributable earnings of S$465 million before exceptional

items were 15.8% and 17.7% above those of 2003 respectively. Earnings per share grew by 17.2%

over the previous year.



The Group’s strong earnings growth was underpinned by the vastly improved performances of

Offshore & Marine Division from a strong orderbook and SPC from increased refining margins and

demand for its products. Property Division also achieved commendable earnings improvement in 2004

mainly from its residential development projects in the People's Republic of China. Infrastructure

Division’s performance was affected by the lower than expected revenue from its investment in

environmental engineering and by costs associated with restructuring.



Review of Performance in 2003



Group revenue of S$5.9 billion was 8% above that of 2002 due mainly to higher revenue from Property

Division, Infrastructure Division and SPC, partially offset by lower revenue from Offshore & Marine

Division.



Group profit of S$395 million before exceptional items exceeded those of 2002’s record earnings by

11%, despite the adverse impact from the Iraq war and Severe Acute Respiratory Syndrome in the first

half of the year. If the one-off deferred tax adjustment of S$20 million in 2002 was excluded, earnings in

2003 would have increased by 18%.



The Group’s commendable results came mainly from a full year’s earnings of the power barges,

contribution from the residential development in the People's Republic of China and gains on quoted

securities. Earnings from Offshore & Marine Division decreased with the lower value of contracts

secured in 2002.









63

Operating Results



Group Profit and Loss Accounts

(Unaudited) (Audited) (Audited) (Audited)

(Half year) (Full year) (Full year) (Full year)

30 June 2006 2005 2004 2003

(S$’000) (S$’000) (S$’000) (S$’000)



Revenue 3,189,686 5,688,369 3,963,233 5,947,193

Materials and subcontract costs (2,268,973) (4,138,185) (2,551,761) (4,404,502)

Staff costs (447,922) (802,912) (695,471) (707,892)

Depreciation and amortisation (62,259) (132,329) (180,140) (223,162)

Other operating expenses (49,283) (148,199) (126,849) (106,915)

Operating profit 361,249 466,744 409,012 504,722

Investment income 3,272 1,220 576 5,738

Interest income 36,711 58,871 22,786 28,915

Interest expenses (6,378) (22,175) (40,855) (66,877)

Share of results of associated

companies 191,917 321,509 253,358 84,208

Profit before tax & exceptional items 586,771 826,169 644,877 556,706

Exceptional items - 1,924 (592) (13,680)

Profit before taxation 586,771 828,093 644,285 543,026

Taxation (140,789) (153,311) (90,888) (62,965)

Profit for the year 445,982 674,782 553,397 480,061





Attributable to:

Shareholders of the company

Profit before exceptional items 365,542 563,685 464,728 394,722

Exceptional items - (16) (346) 3,338

365,542 563,669 464,382 398,060

Minority interests 80,440 111,113 89,015 82,001

445,982 674,782 553,397 480,061





Basic earnings per ordinary share

- before exceptional items 46.5 cents 72.1 cents 59.9 cents 51.1 cents

- after exceptional items 46.5 cents 72.1 cents 59.8 cents 51.5 cents



Gross dividend per ordinary share

Interim dividend 12.0 cents 10.0 cents 9.0 cents 8.0 cents

Final dividend n/a 13.0 cents 11.0 cents 11.0 cents

Total n/a 23.0 cents 20.0 cents 19.0 cents





Capital distribution per ordinary share n/a 23.0 cents 20.0 cents 18.0 cents



There is no material impact to earnings per share of the Group on the issue and sale of new securities.









64

Financial Position



Balance Sheets

Group Keppel Corporation Limited



(Unaudited) (Audited) (Unaudited) (Audited)

30 June 2006 31 December 2005 30 June 2006 31 December 2005

(S$'000) (S$'000) (S$'000) (S$'000)



Share capital * 967,275 391,903 967,275 391,903

Reserves 2,844,899 3,254,173 1,999,412 2,490,141

Share capital & reserves 3,812,174 3,646,076 2,966,687 2,882,044

Minority interests 1,380,553 1,288,566 - -

Capital employed 5,192,727 4,934,642 2,966,687 2,882,044



Represented by:

Fixed assets 1,837,096 1,653,195 5,551 5,620

Investment properties 2,010,175 2,025,501 - -

Development properties 200,977 228,022 - -

Subsidiaries - - 2,754,709 2,849,511

Associated companies 2,281,169 2,174,200 3,074 3,074

Investments 82,883 84,341 - -

Long term receivables 135,795 152,769 301,028 300,599

Intangibles 135,306 145,248 - -

6,683,401 6,463,276 3,064,362 3,158,804

Current assets

Stocks & work-in-progress

in excess of related billings 2,896,296 2,762,328 - -

Amounts due from:

- subsidiaries - - 515,444 963,926

- associated companies 321,129 280,109 83 99

Debtors 1,393,428 1,267,211 70,811 2,519

Short term investments 392,354 405,638 - -

Bank balances, deposits & 1,449,196 1,410,851 29,335 570

cash

6,452,403 6,126,137 615,673 967,114

Current liabilities

Creditors 1,985,966 1,859,083 50,969 80,304

Billings on work-in-progress

in excess of related costs 2,090,840 1,487,246 - -

Provisions 18,363 17,604 - -

Amounts due to:

- subsidiaries - - 159,554 56,420

- associated companies 72,289 200,183 8 8

Term loans 605,333 1,321,982 181,150 781,848

Taxation 219,322 185,738 1,528 5,155

Bank overdrafts 45,411 16,817 - -

5,037,524 5,088,653 393,209 923,735



Net current assets 1,414,879 1,037,484 222,464 43,379



Non-current liabilities

Term loans 2,717,686 2,392,042 300,000 300,000

Deferred taxation 187,867 174,076 20,139 20,139

2,905,553 2,566,118 320,139 320,139



Net assets 5,192,727 4,934,642 2,966,687 2,882,044



* Pursuant to the Companies (Amendment) Act 2005 which came into effect on 30 January 2006, the concepts

of authorised share capital and par value have been abolished. The amounts standing to the credit of the share

premium account and capital redemption reserve have been transferred to the share capital account as at that

date.







65

Net asset value



Group Keppel Corporation Limited



30 June 2006 31 December 2005 30 June 2006 31 December 2005



Net asset value per ordinary share S$4.84 S$4.65 S$3.77 S$3.68



Net tangible asset per ordinary S$4.67 S$4.47 S$3.77 S$3.68

share



Number of ordinary shares as at 787,132,424 783,805,424 787,132,424 783,805,424

end of the period





On the issue and sale of new securities,



(i) there is no change to the number of shares of Keppel; and



(ii) there is no material impact to net assets per share of the Group.



Liquidity and Capital Resources



Consolidated Cash Flow Statements

(Unaudited) (Audited)

(Half year) (Full year)

30 June 2006 31 December 2005

(S$’000) (S$’000)

OPERATING ACTIVITIES

Operating profit 361,249 466,744

Adjustments:

Depreciation and amortisation 62,259 132,329

Share-based payment expenses 8,403 11,203

Profit on sale of fixed assets (4,341) (10,278)

Others - 5,555

Operational cash flow before changes in working capital 427,570 605,553

Working capital changes:

Stocks & work-in-progress 447,555 974,766

Debtors 43,668 (262,190)

Creditors 139,418 198,812

Investments in bonds and shares 10,384 (57,251)

Advances to associated companies (168,914) 158,638

Translation of foreign subsidiaries 13,361 (19,411)

913,042 1,598,917

Interest received 36,711 59,427

Interest paid (6,378) (15,689)

Income taxes paid (50,347) (83,543)

Net cash from operating activities 893,028 1,559,112



INVESTING ACTIVITIES

Acquisition of subsidiaries 10,840 (137,041)

Acquisition of additional shares in subsidiaries (23,584) -

Disposal of subsidiaries - 15,266

Acquisition and further investment in

associated companies (121,528) (520,187)

Proceeds from disposal of associated companies - 17,867

Acquisition of fixed assets and investment properties (260,075) (456,178)

Expenditure on development properties (3,013) (1,024)

Proceeds from disposal of fixed assets and investment 29,099 55,997

properties

Dividends received from investments and associated 116,604 159,893

companies

Net cash used in investing activities (251,657) (865,407)





66

(Unaudited) (Audited)

(Half year) (Full year)

30 June 2006 31 December 2005

(S$’000) (S$’000)

FINANCING ACTIVITIES

Proceeds from share issues 13,419 17,544

Proceeds from minority shareholders of subsidiaries 7,243 28,787

Proceeds from term loans 638,576 1,018,786

Repayment of term loans (997,664) (1,012,717)

Capital distribution (181,040) (156,391)

Dividend paid to shareholders of the company (81,809) (131,388)

Dividend paid to minority shareholders of subsidiaries (30,345) (36,116)

Net cash used in financing activities (631,620) (271,495)



Net increase in cash and cash equivalents 9,751 422,210



Cash and cash equivalents as at beginning of period 1,394,034 971,824



Cash and cash equivalents as at end of period 1,403,785 1,394,034



Cashflow analysis



- Half year ended 30 June 2006



Net cash from operating activities for the half year was S$893 million compared to S$391 million for the

corresponding period in 2005. This was because of the increased operating profit and positive working

capital changes, especially from progress payments received for contracts, in this half year.



Net cash used in investing activities for the half year was S$252 million. The Group spent S$397

million on acquisitions, expenditure on infrastructure projects and operational capital expenditure.

This comprised principally acquisition of additional shares in Dragon Land Limited, Keppel Philippines

Marine Inc., SPC and M1, further investment in One Raffles Quay, capital expenditure on the co-

generation power plant and NEWater plant and other operational capital expenditure. Divestment and

dividend income totalled S$146 million.



- Full year ended 31 December 2005



Net cash from operating activities was S$1,559 million compared to S$530 million in 2004. This was

mainly contributed by positive operational cashflow and progress payments received from Offshore &

Marine contracts and sale of residential properties.



Net cash used in investing activities was S$865 million. The Group spent S$1.11 billion on investing

activities. This comprised principally capital expenditure on the Business and Financial Centre

development, Keppel Merlimau co-generation power plant and operational capital expenditure of

Offshore & Marine Division. Divestment which included sale of Keppel Bank Philippines Inc. and

dividend received amounted to S$249 million.



Trend Information



Geopolitical developments and structural factors have created a positive outlook for Keppel's Offshore

& Marine business. The up-cycle that began several years ago is expected to continue for at least the

next few years. At mid-year, Offshore & Marine Division's net orderbook expanded to S$9.8 billion with

completion now stretched into 2010. Enquiries for new jobs remain good amidst a buoyant market with

strong demand for offshore oil rigs and other related segments.



While there are some concerns about slowing global growth, the economic pulse in the region appears

to remain quite healthy, underpinning latent demand for homes and infrastructure in the region.



The recovery of the Singapore private residential market continued for the ninth consecutive quarter,





67

with an estimated 1.8% rise in the second quarter of 2006. Year-on-year prices were up 6%. Property

Division will further strengthen its housing and township development initiatives in the region and

progressively launch its projects in the People's Republic of China, India, Vietnam, Indonesia and

Thailand. The office market in Singapore is robust with growing demand and limited new supply.



The core focus of the Infrastructure Division is on technology solutions such as waste-to-energy

incineration and wastewater treatment services. The Design Build Own and Operate projects, namely

the co-generation power plant and NEWater plant, are expected to be operational in early-2007 while

the incineration plant is expected to be operational in early-2009.



In the oil and gas business, regional demand for refinery products is expected to soften in the short

term as there are signs of adequate inventories in the region.



Significant Changes



The directors of Keppel are not aware of any event that has occurred since 30 June 2006 to the Latest

Practicable Date which may have a material effect on the financial position and results of the Group.



Working Capital



The directors of Keppel are of the reasonable opinion that, after taking into consideration the Group's

internal resources and credit facilities, the Group has sufficient working capital for its present working

capital requirements as at the date of lodgment of this Base Prospectus.



Material Contracts



Save as disclosed below, no member of the Group has entered into any material contracts (not being

contracts entered into in the ordinary course of business) during the two years preceding the date of

lodgment of this Base Prospectus save for the following:





Date Parties General Nature Consideration





17 May 2006 Keppel Land Limited as (i) Subscription Agreement; S$250,000,000

issuer and Deutsche Bank

AG, Singapore Branch as

bookrunner and manager



23 June 2006 Keppel Land Limited as (ii) Trust Deed;

issuer and Citicorp Trustee

Company Limited as trustee



23 June 2006 Keppel Land Limited as (iii) Paying and Conversion

issuer, Citibank, N.A. as Agency Agreement; and

principal conversion agent

and principal transfer agent,

Citicorp Trustee Company

Limited as trustee and

Citigroup Global Markets

Deutschland AG & Co. KGaA

as registrar









68

23 June 2006 Keppel Corporation Limited (iv) Shareholder Undertaking

as shareholder of Keppel (in relation to the facilitation

Land Limited, providing the of orderly marketing,

undertaking in favour of distribution and trading of

Deutsche Bank AG, the convertible bonds),

Singapore Branch pursuant to

the subscription agreement



all in relation to Keppel Land

Limited's S$250 million

unsecured convertible bonds with

an option to increase a further

S$50 million





20 March 2006 Mansfield Developments Pte Agreement for the sale and S$112,000,000

Ltd (“Mansfield”) as vendor purchase of Mansfield’s legal and

and Avenue Park beneficial interest in the strata lot

Development Pte Ltd as in the development known as

purchaser Avenue Park Condominium





20 January 2006 National Environment Agency 25 year Design Build Own and Estimated revenue

and Keppel Seghers Tuas Operate Incineration Services of S$450,000,000

Waste-To-Energy Plant Pte. Agreement for the provision of over the term of

Ltd. refuse incineration services the agreement





28 November 2005 Keppel Land (Tower D) Pte Put and call agreements for the S$630,700,000 to

Ltd, Mansfield Realty Limited sale and purchase of interests in be paid in part by

and BCH Office Investment Prudential Tower, Keppel Towers the issue of

Pte Ltd as sellers, and RBC and GE Tower, and Bugis 240,508,000 units

Dexia Trust Services Junction Towers in K-REIT Asia and

Singapore Limited as trustee part cash of

for K-REIT Asia as buyer S$190,570,360





26 October 2005 Shareholders of Dragon Land Mandatory conditional cash offer US$9,000,000

Limited as sellers and Keppel by Keppel Land Limited to

Land Limited as buyer acquire all ordinary shares in

Dragon Land Limited other than

those owned, controlled or

agreed to be acquired by Keppel

Land Limited or its concert

parties





7 October 2005 Peh Chin Hua, Tan Mung Agreement for the sale and S$7,754,230

Ngian, Shing Lee Book purchase of 70,493,000 ordinary

Holding Pte Ltd, Peh Boon shares in Dragon Land Limited

Poh, Soh Ah Bak, Peh Chin

Soon, Yeo Kwee Huay, Peh

Chin Sin, Peh Soh Ngoh, Goh

Meng Koon, Peh Chin Chye,

Peh Soh Teng, Ong Siew

Ngoh, Teh Keng Seng, Chew

Hiang Tiak, Chung Jee

Cheong, Chan Kee Yong,

Concorde Realty Pte Ltd, Ong

Soh Hua nee Peh Soh Hua

and Ng Fee Lim as sellers

and Keppel Land Limited as

buyer





69

3 October 2005 GE Capital International Agreement for the sale and S$43,500,000

Financing Corporation as purchase of shares of Keppel

buyer, and Keppel Bank Philippines Inc.

Corporation Limited, Keppel

IVI Capital, Inc, and KP

Capital, Inc as sellers





22 July 2005 HSBC Institutional Trust Agreement for the sale and S$580,800,000

Services (Singapore) Limited purchase of retail mall Parco

as trustee of CapitaMall Trust Bugis Junction

as purchaser and BCH Retail

Investment Pte Ltd as vendor





22 July 2005 Bugis City Holdings Pte Ltd Agreement for the sale and S$351,400,000

as vendor and CapitaLand purchase of 80% of the issued

Retail (SI) Investments Pte. and paid-up capital in BCH Retail

Ltd. as purchaser Investment Pte Ltd





22 July 2005 Keppel Land Properties Pte Agreement for the sale and S$49,000,000

Ltd as buyer and Bugis City purchase of 100% of the issued

Holdings Pte Ltd and and paid-up capital in BCH Office

CapitaLand Retail (SI) Investment Pte Ltd, which owns

Investments Pte. Ltd. as Bugis Junction Towers

sellers





13 May 2005 Rochor Investment Ltd and Participation agreements in S$78,500,000 for

CapitaLand Retail (BJ1) which the participants jointly Rochor Investment

Holdings Pte. Ltd. as acquire all the grantor’s interest Ltd’s participation

participants and Oversea- as lenders in a facility agreement

Chinese Banking Corporation secured by a share charge over

Limited and The Great 69,576,000 shares of Bugis City

Eastern Life Assurance Holdings Pte Ltd

Company Limited as grantors





31 March 2005 Calyon Corporate and Limited recourse loan agreement S$525,000,000

Investment Bank, The to finance 100% of the total loan amount

Hongkong and Shanghai project cost to build, own and

Banking Corporation Limited, operate a 500MW co-generation

ING Bank N.V., and power plant on Jurong Island

Sumitomo Mitsui Banking

Corporation as lenders, and

Keppel Energy Pte. Ltd. as

borrower





20 January 2005 Public Utilities Board and 20 year Design Build Own and Estimated revenue

Keppel Seghers NEWater Operate NEWater Agreement for of S$300,000,000

Development Co Pte. Ltd. the treatment supply of NEWater over the term of

the agreement









70

Material Litigation



The Group is not engaged in any material legal or arbitration proceedings, including those which are

pending or known to be contemplated, which may have, or which have had in the 12 months

immediately preceding the date of lodgment of this Base Prospectus, a material adverse effect on the

financial position or profitability of the Group.



Synthetic Securitisation Programme



As at the date of this Base Prospectus, Keppel has not issued or arranged any structured notes which

are similar to the Notes. Keppel may, from time to time, enter into discussions with financial institutions

with respect to the issue of structured notes under the Programme.



Listing on the SGX-ST



As a company whose shares are listed for quotation on the SGX-ST, Keppel is required to make

periodic and/or continuous disclosures under the relevant listing rules of the SGX-ST. These may be

viewed at Keppel's website at http://www.kepcorp.com or the SGX-ST website at http://www.sgx.com.



The above websites are intended as a guide as to where further relevant public information may be

obtained free of charge. Information appearing on the above websites do not form part of this Base

Prospectus and/or any Pricing Statement and neither the Issuer, the Guarantor nor the Arranger

accepts any responsibility whatsoever that any information if available is accurate and/or up-to-date.

Such information, if available, should not form the basis of any investment decision by an investor to

purchase or deal in Notes.









71

DESCRIPTION OF THE GUARANTEE



The Guarantor has unconditionally and irrevocably guaranteed the due payment of all principal and

interest (if any) on the Notes and any other amounts expressed to be payable by the Issuer under the

Trust Deed and the Notes, Receipts and Coupons. The obligations of the Guarantor under the

Guarantee constitute direct, unconditional, unsubordinated and unsecured obligations of the Guarantor

and rank and will rank (save for certain obligations required to be preferred by law) equally with all other

direct, unconditional, unsubordinated and unsecured obligations of the Guarantor, from time to time

outstanding.



If the Issuer shall for any reason default in the payment on the due date of any moneys payable under

or pursuant to the Trust Deed, the Notes, Receipts or Coupons, the Guarantor shall on written demand

from the Trustee unconditionally pay or procure to be paid to or to the order of or for the account of the

Trustee in the currency in which the same is required to be paid under the Terms and Conditions of

such Notes and in immediately available and freely transferable funds or same day funds, the amount

in respect of which such default has been made and the amount so payable shall be augmented by

such additional amounts, if any, as after deduction of or withholding for or on account of any present or

future tax, duty or charge of whatsoever nature imposed or levied by or on behalf of any jurisdiction or

territory or any authority thereof or therein having power to tax will result in the Trustee or its agent and

the Noteholders, Receiptholders and Couponholders receiving the same amounts as would have been

received by them (taking into account the provisions of Condition 8 of the Terms and Conditions of the

Notes) had such payments been duly and punctually made by the Issuer. As between the Guarantor,

the Trustee and the Noteholders, Receiptholders and Couponholders, but without affecting the Issuer's

obligations, the Guarantor shall be liable under the Guarantee as if it were the sole principal debtor and

not merely a surety.



The Guarantor's obligations under the Guarantee are and will remain in full force and effect by way of

continuing security until no sum remains payable under the Trust Deed and the Notes, Receipts or

Coupons. Furthermore, those obligations of the Guarantor are additional to, and not instead of, any

security or other guarantee or indemnity at any time existing in favour of any person, whether from the

Guarantor or otherwise, and may be enforced without first having recourse to the Issuer, any other

person, any security or any other guarantee or indemnity.



The Trustee shall be entitled to make demand on the Guarantor in respect of its obligations under the

Guarantee without first (1) making demand on the Issuer in respect of the non-performance of its

liabilities under the Trust Deed or the Notes, Receipts or Coupons, (2) seeking to enforce the Trust

Deed, the Notes, Receipts or Coupons or the Agency Agreement, the Depository Services Agreement

or the Deed of Covenant, (3) taking proceedings or obtaining judgment against the Issuer or any other

person in any court, (4) making or filing any claim or proof in a winding-up or dissolution of the Issuer or

any other person, or (5) enforcing or seeking to enforce any other security, guarantee, right or remedy

now or hereafter held by the Trustee in respect of the liabilities and sums owing or payable by the

Issuer under the Trust Deed and the Notes, Receipts and Coupons; and no failure of any person to do

any of the foregoing shall discharge, impair or otherwise affect the obligations of the Guarantor under

the Guarantee.









72

USE OF PROCEEDS AND FEES AND EXPENSES



Use of Proceeds



The proceeds from each issue of Notes will be indicated in the relevant Pricing Statement. Such

proceeds will be used for the general corporate funding purposes of the Group unless otherwise

indicated in the relevant Pricing Statement.



Unless otherwise indicated in the relevant Pricing Statement, there is no intention or requirement to

accumulate surpluses in the Issuer.



In the event that the Issuer indicates in the relevant Pricing Statement that it may decrease or increase

the offer size in relation to an offer of Notes, the proceeds will be reduced or increased accordingly in

the event of any reduction or increase in the aggregate principal amount of such Notes being offered.



Unless otherwise indicated in the relevant Pricing Statement, there is no minimum amount which must

be raised by each issue of Notes.



Fees and Expenses



Unless otherwise indicated in the relevant Pricing Statement, all the fees and expenses incurred in

connection with the Programme, such as the fees of the Trustee and the Issuing and Paying Agent,

administrative fees, legal fees and, where applicable, the Registrar's fees, will be paid by the Guarantor,

the Arranger or any of their affiliate(s) pursuant to an agreement or agreements entered into between

the Issuer and the Guarantor, the Arranger or such affiliate(s). As all the fees and expenses will be

borne by the Guarantor, the Arranger or their affiliate(s), no fees or expenses are expected to be

deducted from the proceeds of any issue of Notes or be borne by the Noteholders, unless otherwise

indicated in the relevant Pricing Statement.



Unless otherwise indicated in the relevant Pricing Statement, no fees and expenses are expected to be

paid out of the cash flows from any reference assets.









73

SETTLEMENT, CLEARANCE AND CUSTODY



Holding Notes through a Clearing System: Settlement and Clearance of Notes within Euroclear

and Clearstream, Luxembourg or CDP



Notes may be held through Euroclear and Clearstream, Luxembourg, or CDP. In respect of each Series

of Notes, the relevant Pricing Statement will specify whether Notes are to be held through Euroclear

and Clearstream, Luxembourg and/or CDP.



Initial Issue of Notes in Global Form



Upon the initial deposit of a Bearer Global Note with a common depositary or any other depositary for

Euroclear and/or Clearstream, Luxembourg and/or CDP, or the deposit of a Registered Global Note

with a common depositary or any other depositary for, and registration of the Registered Global Note in

the name of a common nominee or any other nominee of, Euroclear and/or Clearstream, Luxembourg

and/or CDP, CDP, Euroclear and/or Clearstream, Luxembourg will credit each subscriber with a

principal amount of Notes equal to the principal amount thereof for which the subscriber has subscribed

and paid.



Euroclear and Clearstream, Luxembourg



Euroclear and Clearstream, Luxembourg each holds securities for participating organisations and

facilitates the clearance and settlement of securities transactions between their respective participants

through electronic book-entry changes in accounts of such participants. Beneficial ownership in Notes

will be held through financial institutions, such as a Distributor, as direct and indirect participants in

Euroclear and Clearstream, Luxembourg. Euroclear or Clearstream, Luxembourg, as the case may be,

and every other intermediate holder in the chain as the beneficial owner of book-entry interests in the

Global Notes, will be responsible for establishing and maintaining accounts for their participants and

customers having interests in the book-entry interests in Notes.



The Central Depository (Pte) Limited



In respect of Notes which are accepted for clearance by CDP in Singapore (subject to any restrictions

or conditions as specified in the relevant Pricing Statement and/or Pricing Supplement), clearance will

be effected through an electronic book-entry clearance and settlement system for the trading of debt

securities (the "Depository System") maintained by CDP. CDP, a wholly-owned subsidiary of

Singapore Exchange Limited, is incorporated under the laws of Singapore and acts as a depositary and

clearing organisation. CDP holds securities for its accountholders and facilitates the clearance and

settlement of securities transactions between accountholders through electronic book-entry changes in

the securities accounts maintained by such accountholders with CDP.



Clearance and Settlement under the Depository System



In respect of Notes which are accepted for clearance by CDP, the entire issue of the Notes is to be held

by CDP in the form of a Global Note for persons holding such Notes in securities accounts with CDP

(the "Depositors"). Delivery and transfer of Notes between Depositors is by electronic book-entries in

the records of CDP only, as reflected in the securities accounts of Depositors. Although CDP

encourages settlement on the third business day following the trade date of debt securities, market

participants may mutually agree on a different settlement period if necessary.



Settlement of over-the-counter trades in Notes through the Depository System may only be effected

through certain corporate depositors ("Depository Agents") approved by CDP under the Companies

Act to maintain securities sub-accounts and to hold Notes in such securities sub-accounts for

themselves and their clients. Accordingly, Notes for which trade settlement is to be effected through the

Depository System must be held in securities sub-accounts with Depository Agents. Depositors holding

Notes in direct securities accounts with CDP, and who wish to trade Notes through the Depository

System, must transfer such Notes to be traded from such direct securities accounts to a securities sub-

account with a Depository Agent for trade settlement.

74

General



CDP is not involved in money settlement between Depository Agents (or any other persons) as CDP is

not a counterparty in the settlement of trades of debt securities. However, CDP will make payment of

interest and repayment of principal on behalf of issuers of debt securities.



Although CDP has established procedures to facilitate transfers of interests in Notes in global form

among Depositors, it is under no obligation to perform or continue to perform such procedures, and

such procedures may be discontinued at any time. None of the Issuer, the Guarantor, the Issuing and

Paying Agent and any other Agent will have the responsibility for the performance by CDP of its

obligations under the rules and procedures governing its operations.



Noteholders should note that they are required to bear all the fees and charges for custodial,

transfer and clearing services charged by the relevant Clearing System and/or a Distributor for

the holding, transfer or redemption of Notes. Noteholders should contact the relevant

Distributor for further details of these fees and charges.



Selling Notes through a Clearing System: Trading between Euroclear and/or Clearstream,

Luxembourg participants or CDP



Secondary market sales of book-entry interests in the Global Notes will be conducted in accordance

with the normal rules and operating procedures of Euroclear, Clearstream, Luxembourg or CDP, as the

case may be. None of Euroclear, Clearstream, Luxembourg or CDP is under any obligation to perform

or continue to perform such procedures, and such procedures may be discontinued at any time. None

of the Issuer, the Guarantor, the Arranger, the Dealers or any Distributor will have any responsibility for

the performance by Euroclear, Clearstream, Luxembourg, CDP or their respective direct or indirect

participants or accountholders of their respective obligations under the rules and procedures governing

their operations.



Custody Arrangements



Unless otherwise specified in the relevant Pricing Statement, each Series of Notes will be in the form of

one or more Global Notes, and definitive Notes in respect of Notes will only be issued in very limited

circumstances. As the Global Notes will be deposited with CDP, Euroclear or Clearstream, Luxembourg

or will (in the case of Registered Notes) be registered in the name of a common nominee or any other

nominee of, Euroclear and/or Clearstream, Luxembourg and/or CDP, and further because settlement

and clearance facilities will be provided by CDP, Euroclear and/or Clearstream, Luxembourg,

prospective investors who do not have direct accounts with the relevant Clearing System must make

arrangements for their Notes to be held in custody with an accountholder (or indirect accountholder) of

the relevant Clearing System. Notes held through the CDP, Euroclear or Clearstream, Luxembourg

account of Distributors will be credited to accounts maintained by the Distributors. Each Distributor will

in turn credit the Notes to the account of each investor who is investing in the Notes through such

Distributor. Therefore, in order to apply for Notes you must have, or open, a securities account or an

investment account with the relevant Clearing System or the Distributor to which you give your

application instructions, which will have existing arrangements in place for the Notes to be held in

custody with an accountholder (or indirect accountholder) of CDP, Euroclear and/or Clearstream,

Luxembourg.



Some important points about opening, and holding your Notes in, an investment account with a

Distributor are as follows:



(i) Applications to open an investment account with a Distributor will be processed by the

Distributor according to its normal procedures and criteria for acceptance. These criteria may

include requiring proof of income, creditworthiness, and other personal details. There may also

be restrictions and certification or other requirements as to nationality and/or place of residence.

If your application to open an investment account is refused for any reason, you will be unable

to order Notes from the Distributor.



75

(ii) Investment accounts and other custody services with respect to any Notes will be provided by

the Distributor subject to its standard terms and conditions for the provision of such services.

You should familiarise yourself with, and ensure you understand and accept, the terms and

conditions of operation of the investment accounts before making your application to open the

investment accounts. Neither the Issuer, the Guarantor nor the Arranger accepts any

responsibility for the provision of such services or for any consequences of, or arising from, the

use of the investment accounts or custody services.



(iii) The Distributor may charge fees for the opening and operating of an investment account.

Accordingly, investors should check with the Distributor the amount of fees that will be

chargeable. Fees may be charged in respect of individual transactions, such as transfers of

Notes, on a periodic basis for safe custody, and on payments of interest and principal when

they are received. You should check with the Distributor the basis on which fees will be

charged. The fees payable to one Distributor may differ from those payable to another

Distributor.



(iv) You should ask for and carefully read the standard terms and conditions which govern the

operation of an investment account with the Distributor as these will determine your rights and

obligations in respect of the Distributor. The terms and conditions thereunder may permit the

Distributor to take a security interest in, or impose other restrictions on any Notes credited to

your investment account or to exercise a lien, right of set off or similar claim against you in

respect of monies held in any of your accounts maintained with the Distributor to secure any

amounts which may be owing by you to the Distributor. The Issuer, the Guarantor, the Arranger

and the Dealers accept no responsibility for any claims any Distributor may have against you in

respect of or as a consequence of, or arising from the use of the Distributor’s services.



(v) While any Notes are held in a global form, notices required to be given to the Noteholders may

be given by delivering them via the relevant Clearing System or otherwise to participants of

such Clearing System. It may not be necessary for the Issuer or the Trustee to deliver any

notices directly to the investors. As an investor in Notes you will have to rely on the Distributor

(as a direct or indirect participant in the relevant Clearing System) to distribute notices to you

which it receives from the Issuer or the Trustee or by other means.



(vi) For the purposes of payments required to be made by the Issuer to Noteholders, for so long as

any Notes are represented by a Global Note held through a Clearing System, payment may be

made by delivering such sums to the relevant Clearing System. In such a case, payment will be

deemed to have been duly given to the investor of the relevant Notes upon receipt of the same

by the relevant Clearing System. As an investor in Notes you will have to rely on the Distributor

(as a direct or indirect participant in the relevant Clearing System) to credit your account with

payments credited to it through the Clearing System from the Issuer.



(vii) For the purposes of any notices to be given and any payments to be made by an investor and

for so long as any Notes are represented by a Global Note held through a Clearing System, you

may have to rely on the Distributor to pass on any such notices and make any such payments

through the Clearing System to the relevant/appropriate party.



A Noteholder's interest in Notes, whilst such Notes are represented by a Global Note, will be credited to

the accounts of the relevant Distributor with Euroclear, Clearstream, Luxembourg and/or CDP. For as

long as any such Notes are represented by a Global Note held through a Clearing System, the relevant

Distributor which is a direct participant of the relevant Clearing System, will be treated as the holder of

such Notes. Distributors which are not direct participants of the relevant Clearing System will need to

look to other entities which are direct participants of such system in respect of any rights under any

Notes.









76

Prospective investors should note that, where Notes are represented by Global Notes held

through Euroclear, Clearstream, Luxembourg and/or CDP, the term "Noteholders" shall mean

the persons shown in the records of Euroclear or Clearstream, Luxembourg and/or CDP, as the

case may be, as a holder of such Notes. Individual retail investors may not be "Noteholders" in

this context. The terms "you", "investors", "prospective purchasers" or "prospective investors"

used in this Base Prospectus have been used to describe the individual retail investors

purchasing Notes from or through a Distributor, as the case may be.









77

TAXATION



The statements below are general in nature and are based on certain aspects of current tax laws in

Singapore, announced budget changes in the 2006 Budget and administrative guidelines issued by the

Authority in force as at the date of this Base Prospectus and are subject to any changes in such laws or

administrative guidelines, or the interpretation of those laws or guidelines, occurring after such date,

which changes could be made on a retroactive basis. Neither these statements nor any other

statements in this Base Prospectus are to be regarded as advice on the tax position of any holder of the

Notes or of any person acquiring, selling or otherwise dealing with the Notes or on any tax implications

arising from the acquisition, sale or other dealings in respect of the Notes. The statements do not

purport to be a comprehensive description of all the tax considerations that may be relevant to a

decision to purchase, own or dispose of the Notes and do not purport to deal with the tax

consequences applicable to all categories of investors, some of which (such as dealers in securities)

may be subject to special rules. Prospective holders of the Notes who are in doubt about their

respective tax positions or any such tax implications of the purchase, ownership or transfer of Notes or

who may be subject to tax in a jurisdiction other than Singapore should consult their own professional

advisers.



1. Interest and Other Payments



Under current Singapore tax laws, the following payments falling under Section 12(6) of the ITA

are deemed to be derived from Singapore:



(a) interest, commission, fee or any other payment in connection with any loan or

indebtedness or with any arrangement, management, guarantee, or service relating to

any loan or indebtedness which is (i) borne, directly or indirectly, by a person resident

in Singapore or a permanent establishment in Singapore except in respect of any

business carried on outside Singapore through a permanent establishment outside

Singapore or any immovable property situated outside Singapore or (ii) deductible

against any income accruing in or derived from Singapore; or



(b) income derived from loans where the funds provided by such loans are brought into or

used in Singapore.



Where payments falling within Section 12(6) of the ITA are made to persons not known to the

paying party to be resident in Singapore for tax purposes, such payments are subject to

withholding tax in Singapore at the prevailing corporate tax rate of 20 per cent. However, this

rate has been reduced to 15 per cent. if such payment is derived by a person not resident in

Singapore from sources other than from any trade, business, profession or vocation carried on

or exercised by such person in Singapore and which is not effectively connected with any

permanent establishment in Singapore of that person. The rate of 15 per cent. may be reduced

by applicable tax treaties.



Certain Singapore-sourced investment income derived by individuals on or after 1 January

2004 from financial instruments is exempt from tax, including:



(a) interest from debt securities; and



(b) discount income (not including discount income arising from secondary trading) from

debt securities (in the case of debt securities issued before 17 February 2006, the

tenure of which is one year or less),



except where such income is derived through a partnership in Singapore or is derived from the

carrying on of a business or profession.



However, subject to certain prescribed conditions being fulfilled, a Tranche or Series of Notes

issued under the Programme from the date of this Base Prospectus to 31 December 2008 may



78

specifically qualify as "qualifying debt securities" for the purposes of the ITA and the following

tax treatment will then apply:



(a) subject to certain prescribed conditions having been fulfilled, including:



(i) the furnishing by the Issuer, or such other person as the Comptroller of Income

Tax in Singapore (the "Comptroller") may direct, of a return on the debt

securities within such period as the Comptroller may specify and such other

particulars in connection with such Notes as the Comptroller may require to the

Comptroller and the Authority; and



(ii) the inclusion by the Issuer in all offering documents relating to such Notes a

statement to the effect that where interest or discount income is derived by a

person who is not resident in Singapore who carries on any operation in

Singapore through a permanent establishment in Singapore, the tax exemption

shall not apply if the non-resident person acquires such Notes using funds from

that person’s operations through the Singapore permanent establishment,



interest and discount income (not including discount income arising from secondary

trading) on such Notes, derived by a holder who is not resident in Singapore and (aa)

who does not have any permanent establishment in Singapore or (bb) carries on any

operation in Singapore through a permanent establishment in Singapore but the funds

used by that person to acquire such Notes are not obtained from the operation, are

exempt from Singapore tax;



(b) subject to certain conditions having been fulfilled (including the furnishing by the Issuer,

or such other person as the Comptroller may direct, of a return on the debt securities

within such period as the Comptroller may specify and such other particulars in

connection with such Notes as the Comptroller may require to the Comptroller and the

Authority), interest and discount income on such Notes derived by any company or

body of persons is subject to tax at a concessionary rate of 10 per cent.; and



(c) subject to:



(i) the Issuer including in all offering documents relating to such Notes a

statement to the effect that any person whose interest or discount income

derived from such Notes is not exempt from tax shall include such interest or

discount income in a return of income made under the ITA; and



(ii) the Issuer, or such other person as the Comptroller may direct, furnishing to

the Comptroller and the Authority a return on the debt securities within such

period as the Comptroller may specify and such other particulars in connection

with such Notes as the Comptroller may require,



interest and discount income derived from such Notes is not subject to withholding of

tax by the Issuer.



However, notwithstanding the foregoing:



(a) if during the primary launch of any Tranche or Series of Notes, the Notes of such

Tranche or Series are issued to fewer than four persons and 50 per cent. or more of

the principal amount of such Tranche or Series of Notes is beneficially held or funded,

directly or indirectly, by related parties of the Issuer, such Tranche or Series of Notes

would not qualify as "qualifying debt securities"; and



(b) even though the Notes of a Tranche or Series are "qualifying debt securities", if, at any

time during the tenure of such Tranche or Series of Notes, 50 per cent. or more of the



79

principal amount of such Tranche or Series of Notes is held beneficially or funded,

directly or indirectly, by any related party(ies) of the Issuer, interest and discount

income derived by:



(i) any related party of the Issuer; or



(ii) any other person where the funds used by such person to acquire Notes under

such Tranche or Series are obtained, directly or indirectly, from any related

party of the Issuer,



shall not be eligible for the tax exemption or the concessionary rate of tax of 10 per

cent.



The term "related party", in relation to a person, means any other person who, directly or

indirectly, controls that person, or is controlled, directly or indirectly, by that person, or where he

and that other person, directly or indirectly, are under the control of a common person.



Notwithstanding that the Issuer is permitted to make interest and discount payments in respect

of any Tranche or Series of Notes qualifying as "qualifying debt securities" without deduction or

withholding for tax under Section 45 or Section 45A of the ITA, any person whose interest or

discount income derived from such Tranche or Series of Notes is not exempt from tax is

required to include such interest or discount income in a return of income made under the ITA.



Prospective purchasers of any Tranche or Series of Notes are advised to refer to the Pricing

Statement to ascertain whether the Tranche or Series of Notes are specifically qualifying debt

securities.



2. Certain Types of Premium and Discount Payments



Certain types of premium payable in respect of the Notes which are "income" in nature but

which are not legally deemed or construed to be interest will be subject to tax in accordance

with normal tax rules. The current interpretation of the Inland Revenue Authority of Singapore is

that the Issuer is required to account for withholding tax under Section 45A of the ITA where a

premium is made to a person not known to be a resident of Singapore for tax purposes.

Prospective holders of any Tranche or Series of the Notes are advised to consult their own tax

advisers on the tax consequences that may apply to their particular situations.



3. Capital Gains



Any gains considered to be in the nature of capital made from the sale of Notes will not be

taxable in Singapore. However, any gains from the sale of Notes which are gains from any

trade, business, profession or vocation carried on by that person, if accruing in or derived from

Singapore, may be taxable as such gains are considered revenue in nature.



4. Estate Duty



Singapore estate duty is imposed on the value of immovable property situated in Singapore and

movable property, wherever it may be situated, passing on the death of an individual domiciled

in Singapore.



Accordingly, Notes passing upon the death of an individual domiciled in Singapore are subject

to Singapore estate duty upon such individual's death. Singapore estate duty is payable to the

extent that the value of the Notes aggregated with any other assets subject to Singapore estate

duty exceeds S$600,000.



Estate duty, however, is not imposed on movable properties in Singapore passing on the death,

on or after 1 January 2002, of persons who are not domiciled in Singapore. Accordingly, where



80

an individual holder of the Notes is not domiciled in Singapore at the time of the individual’s

death, the Notes will not be subject to Singapore estate duty.



Prospective purchasers of the Notes who are individuals, whether or not domiciled in

Singapore, should consult their own tax advisors regarding the Singapore estate duty

consequences of their investment.









81

SELLING RESTRICTIONS



General



No action has been or is currently intended to be taken in any jurisdiction by any Dealer or any

Distributor that would permit a public offering of any Notes, or possession or distribution of this Base

Prospectus or any Pricing Statement or any part thereof, or any other offering or publicity material

relating to Notes, in any country or jurisdiction where action for that purpose is required (other than

Singapore). Each of the Dealers and the Distributors will not offer or sell any Notes and will not

distribute this Base Prospectus, or any Pricing Statement or any part thereof or any other offering or

publicity material relating to Notes, except in accordance with all applicable laws and regulations in the

relevant jurisdiction.



United States



The Notes have not been and will not be registered under the Securities Act. Notes in bearer form

having a maturity of more than one year are subject to U.S. tax law requirements. Subject to certain

exceptions, Notes may not be offered, sold or delivered within the United States or to U.S. persons.

Each of the Dealers and the Distributors has agreed or will agree that it will not offer, sell or deliver a

Note in bearer form within the United States or to U.S. persons except as permitted by the Programme

Agreement or the Distribution Agreement.



In addition, until 40 days after the commencement of the offering of any identifiable Tranche, an offer or

sale of Notes within the United States by the Dealers or the Distributors (whether or not participating in

the offering) may violate the registration requirements of the Securities Act.



European Economic Area



In relation to each Member State of the European Economic Area which has implemented the

Prospectus Directive (each, a "Relevant Member State"), each of the Dealers and the Distributors has

represented and agreed or will represent and agree, that with effect from and including the date on

which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant

Implementation Date") it has not made and will not make an offer of Notes to the public in that

Relevant Member State, except that it may, with effect from and including the Relevant Implementation

Date, make an offer of Notes to the public in that Relevant Member State:



(a) in (or in Germany, where the offer starts within) the period beginning on the date of publication

of a prospectus in relation to those Notes which has been approved by the competent authority

in that Relevant Member State or, where appropriate, approved in another Relevant Member

State and notified to the competent authority in that Relevant Member State, all in accordance

with the Prospectus Directive and ending on the date which is 12 months after the date of such

publication;



(b) at any time to legal entities which are authorised or regulated to operate in the financial markets

or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;



(c) at any time to any legal entity which has two or more of (1) an average of at least 250

employees during the last financial year; (2) a total balance sheet of more than 43,000,000

and (3) an annual net turnover of more than 50,000,000, as shown in its last annual or

consolidated accounts; or



(d) at any time in any other circumstances which do not require the publication by the Issuer of a

prospectus pursuant to Article 3 of the Prospectus Directive.



For the purposes of this provision, the expression an "offer of Notes to the public" in relation to any

Notes in any Relevant Member State means the communication in any form and by any means of

sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to



82

decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any

measure implementing the Prospectus Directive in that Member State and the expression "Prospectus

Directive" means Directive 2003/71/EC and includes any relevant implementing measure in each

Relevant Member State.



United Kingdom



Each of the Dealers and the Distributors has represented, warranted and agreed or will represent,

warrant and agree that:



(a) in relation to any Notes which have a maturity of less than one year, (i) it is a person whose

ordinary activities involve it in acquiring, holding, managing or disposing of investments (as

principal or agent) for the purposes of its business and (ii) it has not offered or sold and will not

offer or sell the Notes other than to persons whose ordinary activities involve them in acquiring,

holding, managing or disposing of investments (as principal or as agent) for the purposes of

their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of

investments (as principal or agent) for the purposes of their businesses where the issue of the

Notes would otherwise constitute a contravention of Section 19 of the Financial Services and

Markets Act 2000 (the "FSMA") by the Issuer;



(b) it has only communicated or caused to be communicated and will only communicate or cause

to be communicated any invitation or inducement to engage in investment activity (within the

meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the

Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer or the

Guarantor; and



(c) it has complied and will comply with all applicable provisions of the FSMA with respect to

anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.



Hong Kong



In relation to each Tranche of Notes issued by the Issuer, each of the Dealers and the Distributors has

represented and agreed or will represent and agree that:



(a) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any

Notes other than (i) to "professional investors" as defined in the Securities and Futures

Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (ii) in other

circumstances which do not result in the document being a "prospectus" as defined in the

Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public

within the meaning of that Ordinance; and



(b) it has not issued or had in its possession for the purposes of issue, and will not issue or have in

its possession for the purposes of issue, whether in Hong Kong or elsewhere, any

advertisement, invitation or document relating to the Notes, which is directed at, or the contents

of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do

so under the securities laws of Hong Kong) other than with respect to Notes which are or are

intended to be disposed of only to persons outside Hong Kong or only to "professional

investors" as defined in the Securities and Futures Ordinance (Cap. 571 of Hong Kong) and

any rules made under that Ordinance.









83

GENERAL AND STATUTORY INFORMATION



1. The Issuer has obtained all necessary consents, approvals and authorisations in connection

with the establishment of the Programme. The establishment of the Programme has been

authorised by the board of directors of the Issuer. The Issuer has obtained or will obtain all

necessary consents, approvals and authorisations in connection with the issue and

performance of any Notes issued by it.



2. The Guarantor has obtained all necessary consents, approvals and authorisations in

connection with the provision and performance of the Guarantee. The provision and

performance of the Guarantee has been authorised by the board of directors of the Guarantor.



3. The relevant Pricing Statement will indicate if Notes have been accepted for clearance through

Euroclear and Clearstream, Luxembourg or CDP, as the case may be. The common code and

the International Securities Identification Number or, where applicable, the identification

number for any other relevant Clearing System for each Series of Notes (or details of how to

obtain such information) will be set out in the relevant Pricing Statement.



4. For so long as any Notes remain outstanding or are offered under the Programme, the

following documents (or copies thereof) will be available during normal business hours on any

weekday (being a day other than a Saturday, a Sunday or a public holiday) for inspection at

the registered office of the Issuer in Singapore:



(a) this Base Prospectus, as well as any supplementary or replacement base prospectus

issued since the date of this Base Prospectus, together with any Pricing Statements

and Pricing Supplements;



(b) the Memorandum and Articles of Association of the Issuer;



(c) the Trust Deed;



(d) the Agency Agreement;



(e) the Programme Agreement;



(f) the Depository Services Agreement;



(g) the Deed of Covenant;



(h) the Swap Agreements; and



(i) the Audited Financial Statements.



5. Noteholders will not be receiving periodic reports on their investments. However, the Issuer is

required by Singapore law to provide periodic reports to the Authority and the Trustee stating,

amongst other things, whether the limitations on the amount that the Issuer may borrow has

been exceeded and whether or not any event has happened which has caused or could cause

the Notes to become enforceable.



6. The Issuer has not published, and is not required by Singapore law to publish, any financial

statements save for the audited financial statements which it is required under the Companies

Act to file with the Accounting and Corporate Regulatory Authority of Singapore each year.

However, each of the Issuer and the Guarantor is required by Singapore law to lodge with the

Authority and the Trustee (a) a profit and loss account for the first six months of every financial

year and a balance sheet as at the end of that period, and (b) a profit and loss account for

every financial year and a balance sheet as at the end of that period. The profit and loss

accounts and balance sheets must be audited unless this requirement is dispensed with by the



84

Trustee by notice in writing. The Trustee has agreed to dispense with the audit of the profit and

loss account for the first six months of every financial year and the balance sheet as at the end

of each such period, and Noteholders should note that such financial statements will not be

audited.



7. There are no legal or arbitration proceedings against the Issuer, the Trustee or the Guarantor,

including those which are pending or known to be contemplated, which may have, or have had

in the last 12 months preceding the date of lodgment of this Base Prospectus, a material effect

on the financial position or profitability of the Issuer, the Trustee or the Guarantor, as the case

may be.



8. The Arranger has given, and has not withdrawn, its written consent to the issue of this Base

Prospectus with the inclusion herein of its name and all references thereto, in the form and

context in which it appears in this Base Prospectus.



9. The Trustee has given, and has not withdrawn, its written consent to the issue of this Base

Prospectus with the inclusion herein of its name and all references thereto, in the form and

context in which it appears in this Base Prospectus.



10. There will not be any pre-emptive rights to subscribe for, or purchase, the Notes.









85

GLOSSARY



For the purpose of this Base Prospectus and the relevant Pricing Statement, the following definitions

apply, where the context so admits:



Term Meaning



"Agency Agreement" The agency agreement dated 6 October 2006 (as amended,

supplemented and/or restated from time to time) made

between the Issuer, the Guarantor, the Trustee, the Issuing

and Paying Agent and the Agent Bank.



"Agent Bank" Société Générale, Singapore Branch or such other agent

bank as may be appointed under the Agency Agreement from

time to time.



"Agents" The Issuing and Paying Agent, the Registrar, the other Paying

Agents, the Transfer Agent and the Agent Bank or any of

them and includes such other Agent or Agents as may be

appointed under the Agency Agreement from time to time.



"Arranger" Société Générale, Singapore Branch.



"Audited Financial Statements" The audited consolidated financial statements of the

Guarantor for each of the years ended 31 December 2003, 31

December 2004 and 31 December 2005.



"Authority" The Monetary Authority of Singapore.



"Base Prospectus" This base prospectus.



"Bearer Global Note" A Temporary Global Note and/or a Permanent Global Note,

as the context may require.



"Bearer Notes" Notes issued in bearer form.



"CDP" The Central Depository (Pte) Limited.



"Clearing System" Euroclear, Clearstream, Luxembourg, CDP or any other entity

selected by the Issuer to act as a clearing system in relation

to an issue of Notes.



"Clearstream, Luxembourg" Clearstream Banking, société anonyme.



"Companies Act" Companies Act, Chapter 50 of Singapore, as amended or re-

enacted from time to time.



"Couponholders" Holders of Coupons and, unless the context otherwise

requires, includes holders of Talons.



"Coupons" The interest coupons relating to interest bearing Bearer Notes

in definitive form and, unless the context otherwise requires,

includes Talons.



"Dealers" Société Générale, Singapore Branch and such other dealer(s)

as may be appointed under the Programme Agreement from

time to time.



86

"Deed of Covenant" The deed of covenant to be executed by the Issuer by way of

deed poll in relation to the Notes (as amended, supplemented

and/or restated from time to time).



"Depository Agents" Corporate depositors approved by CDP under the Companies

Act to maintain securities sub-accounts and to hold Notes in

such securities sub-accounts for themselves and their clients.



"Depository Services Agreement" The master depository services agreement to be made

between the Issuer and CDP relating to the terms and

conditions for the clearing and settlement of the Notes

through the CDP book-entry system (as amended,

supplemented and/or restated from time to time).



"Distribution Agreement" Each distribution agreement, if any, entered into between,

inter alia, the Issuer, the Guarantor and a distributor in

relation to the distribution of an offer of Notes (as amended,

supplemented and/or restated from time to time).



"Distributor" A distributor of Notes appointed pursuant to a Distribution

Agreement.



"Euro", " " or "EUR" The currency introduced at the start of the third stage of

European economic and monetary union pursuant to the

Treaty establishing the European Community, as amended by

the Treaty on European Union and the Treaty of Amsterdam.



"Euroclear" Euroclear Bank S.A./N.V. as operator of the Euroclear

System.



"Extraordinary Resolution" A resolution passed at a meeting of Noteholders duly

convened and held in accordance with the Trust Deed by a

majority of at least 75 per cent. of the votes cast.



"Global Note" A global Note representing Notes of one or more Tranches of

the same Series, being a Temporary Global Note, Permanent

Global Note and/or, as the context may require, a Registered

Global Note.



"Group" The Guarantor and its related corporations.



"Guarantee" The guarantee provided by the Guarantor for the due

payment of all principal and interest (if any) on the Notes and

any other amounts expressed to be payable by the Issuer

under the Trust Deed and the Notes, Receipts and Coupons.



"Guarantor" or "Keppel" Keppel Corporation Limited.



"Issue Date" In respect of any Note, the date of issue of such Note.



"Issue Price" In respect of any Note, the price at which such Note is or will

be issued by the Issuer.



"Issuer" Keppel Structured Notes Pte. Limited.









87

"Issuing and Paying Agent" Société Générale, Singapore Branch or such other issuing

and paying agent as may be appointed under the Agency

Agreement from time to time.



"ITA" Income Tax Act, Chapter 134 of Singapore, as amended or

re-enacted from time to time.



"Latest Practicable Date" 29 August 2006.



"Market Agent' Any person who effects market making arrangements in

connection with an issue of Notes.



"Noteholders" Holders of Notes.



"Notes" The notes issued or to be issued by the Issuer pursuant to the

Programme.



"Paying Agent" The Issuing and Paying Agent and/or such other paying

agent, as the context requires, as may be appointed under

the Agency Agreement from time to time.



"Permanent Global Note" A permanent global Note representing Bearer Notes of one or

more Tranches of the same Series, either on issue or upon

exchange of interests in a Temporary Global Note.



"Pricing Statement" In relation to any Series of Notes, the pricing statement

specifying the relevant issue details in relation to such Series.



"Pricing Supplement" The pricing supplement setting out the terms and conditions

applicable to each Series or Tranche of Notes.



"Programme" The S$1,000,000,000 Structured Note Programme described

in this Base Prospectus.



"Programme Agreement" The programme agreement dated 6 October 2006 (as

amended, supplemented and/or restated from time to time)

made between the Issuer, the Guarantor, the Arranger and

the Programme Dealer.



"Programme Dealer" Société Générale, Singapore Branch.



"Receiptholder" Holder of any Receipts.



"Receipts" The receipts for the payment of instalments of principal (other

than the final instalment) in respect of Bearer Notes in

definitive form of which the principal is repayable in

instalments.



"Register" The register of holders of Registered Notes maintained by the

Registrar for each Series of Registered Notes.



"Registered Global Note" A global note representing Registered Notes.



"Registered Notes" Notes issued in registered form.









88

"Registrar" Such registrar as may be appointed under the Agency

Agreement from time to time.



"Regulation S" Regulation S of the Securities Act.



"Securities Act" United States Securities Act of 1933.



"Series" A Tranche of Notes together with any further Tranche or

Tranches of Notes which are (a) expressed to be

consolidated and form a single series and (b) identical in all

respects except for their respective Issue Dates, Issue Prices,

Specified Currencies, interest commencement dates and/or

dates of the first payment of interest.



"SFA" Securities and Futures Act, Chapter 289 of Singapore, as

amended or re-enacted from time to time.



"SFR" Securities and Futures (Offers of Investments) (Shares and

Debentures) Regulations 2005, as amended or re-enacted

from time to time.



"SGX-ST" Singapore Exchange Securities Trading Limited.



"Sponsor" Keppel Corporation Limited.



"Swap Agreements" Each swap agreement, if any, entered into between, inter alia,

the Issuer and a Swap Provider in connection with the issue

of any Notes (as amended, supplemented and/or restated

from time to time).



"Swap Provider" The relevant bank or financial institution specified as such in

the relevant Pricing Statement.



"S$", "SGD", "Singapore dollar" or "cents" The lawful currency of the Republic of Singapore.



"Temporary Global Note" A temporary global Note representing Bearer Notes of one or

more Tranches of the same Series on issue.



"Tranche" Notes which are identical in all respects.



"Transaction Documents" The Trust Deed, the Agency Agreement, the Programme

Agreement, the Swap Agreements, the Depository Services

Agreement and the Deed of Covenant.



"Transfer Agent" Such transfer agent as may be appointed under the Agency

Agreement from time to time.



"Trust Deed" The trust deed dated 6 October 2006 (as amended,

supplemented and/or restated from time to time) made

between the Issuer, the Guarantor, and the Trustee.



"Trustee" RBC Dexia Trust Services Singapore Limited.



"US$", "USD" or "US dollar" The lawful currency of the United States of America.









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Terms defined in the Terms and Conditions of the Notes shall have the same meanings in this Base

Prospectus and shall prevail in the event of any conflict with the terms defined in this Base Prospectus.



Terms used in the section on "Summary of the Programme" in this Base Prospectus shall bear the

same meanings when used elsewhere in this Base Prospectus.



The expressions "we", "us" or "our" shall, unless otherwise stated, mean the Issuer.



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 include corporations.



Any reference to a time of a day in this Base Prospectus and the relevant Pricing Statement will be a

reference to Singapore time, unless otherwise stated.









90