THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY.

Circular dated 22 September 2007

If you are in any doubt as to the action you should take, you should consult your stockbroker orother professional adviser immediately.

If you have sold all your shares in the capital of Keppel Land Limited, you should immediatelyforward this Circular and the enclosed Proxy Form to the stockbroker or agent through whom youeffected the sale for onward transmission to the purchaser.

The Singapore Exchange Securities Trading Limited assumes no responsibility for the correctnessof any of the statements made, opinions expressed or reports contained in this Circular.

:

CIRCULAR TO SHAREHOLDERS

IN RELATION TO

THE PROPOSED SALE OF THE KEPPEL LAND GROUP’S ONE-THIRD INTERESTIN “ONE RAFFLES QUAY” AND THE ACQUISITION OF NEW UNITS IN

K-REIT ASIA IN CONNECTION WITH THE PROPOSED SALE

Independent Financial Adviser in relation to the Transactions (as defined in this Circular)

PrimePartners Corporate Finance Pte. Ltd.(Incorporated in the Republic of Singapore)

(Company Registration No. 200207389D)

IMPORTANT DATES AND TIMES:

Last date and time for lodgement of Proxy Form : 9 October 2007 at 10.30 a.m.

Date and time of Extraordinary General Meeting : 11 October 2007 at 10.30 a.m.

Place of Extraordinary General Meeting : Four Seasons Hotel SingaporeFour Seasons Ballroom (2nd Floor)190 Orchard BoulevardSingapore 248646

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CONTENTS

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

LETTER TO SHAREHOLDERS

1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

2. Information relating to the Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

3. Rationale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

4. Financial effects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

5. Audit Committee’s statement and recommendation of the Independent Directors . 15

6. Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

7. Action to be taken by Shareholders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

8. Responsibility statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

APPENDIX ALetter from PrimePartners Corporate Finance Pte. Ltd. to the Independent Directors . . . 18

APPENDIX BValuation Certificate in respect of the one-third interest in the Property . . . . . . . . . . . . . 35

APPENDIX CGeneral information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

PROXY FORM

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DEFINITIONS

In this Circular, the following definitions apply throughout unless otherwise stated:

“Board” The Board of Directors of the Company

“Boulevard” Boulevard Development Pte Ltd, a direct wholly-ownedsubsidiary of KLP which in turn is a direct wholly-ownedsubsidiary of the Company

“Cavell” Cavell Limited, a direct wholly-owned subsidiary of CheungKong

“CDP” The Central Depository (Pte) Limited

“Cheung Kong” Cheung Kong (Holdings) Limited

“CKH” CKH China Enterprises Limited, an indirect wholly-ownedsubsidiary of Cheung Kong

“Colliers” Colliers International Consultancy & Valuation (Singapore)Pte Ltd

“Comina” Comina Investment Limited, a direct wholly-ownedsubsidiary of Cavell which in turn is a direct wholly-ownedsubsidiary of Cheung Kong

“Companies Act” The Companies Act, Chapter 50 of Singapore

“Company” or “Keppel Land” Keppel Land Limited

“control” The capacity to dominate decision-making, directly orindirectly, in relation to the financial and operating policiesof a company

“controlling shareholder” In relation to the Company, a person who (a) holds directlyor indirectly 15.0% or more of the voting shares in theCompany (unless the SGX-ST determines that such a personis not a controlling shareholder of the Company); or (b) infact exercises control over the Company

“Directors” The Directors for the time being of the Company

“EGM” The Extraordinary General Meeting of the Company, noticeof which is set out on page 42 of this Circular

“Freyland” Freyland Pte Ltd, an indirect wholly-owned subsidiary ofHongkong Land

“FY” Financial year ended or ending 31 December

“Group” or “Keppel Land Group” The Company and its subsidiaries

“Hongkong Land” Hongkong Land International Holdings Limited

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“Independent Directors” The Directors who are considered to be independent inrelation to the Transactions, being as at the LatestPracticable Date, the Directors other than Mr Lim CheeOnn, Mr Choo Chiau Beng, Mr Teo Soon Hoe, Mr KevinWong Kingcheung, Prof Tsui Kai Chong and Mrs Lee AiMing

“Independent Shareholders” Shareholders other than Keppel Corporation and itsassociates and Temasek and its associates (other thanKeppel Corporation and its associates)

“Keppel Corporation” Keppel Corporation Limited

“KLP” Keppel Land Properties Pte Ltd, a direct wholly-ownedsubsidiary of the Company

“K-REIT” or “K-REIT Asia” K-REIT Asia, a real estate investment trust constituted inthe Republic of Singapore pursuant to a trust deed dated28 November 2005 (as amended)

“K-REIT EFR” The equity fund raising exercise (which would include thePlacement) proposed to be undertaken by K-REIT as part ofa fund raising proposal to finance the acquisition of theone-third interest in the Property from Boulevard, therelated costs and expenses (including stamp duty) of theacquisition, the expenses of the fund raising proposal, andto provide working capital

“Latest Practicable Date” 12 September 2007, being the latest practicable date priorto the printing of this Circular

“Listing Manual” The Listing Manual of the SGX-ST

“NTA” Net tangible assets

“ORQPL” One Raffles Quay Pte Ltd

“Placement” The offer and placement by K-REIT of such number of newK-REIT units to the Keppel Land Group such that theKeppel Land Group shall immediately following the K-REITEFR, maintain its proportionate unitholding, in percentageterms, of the total number of issued units in K-REITimmediately prior to the K-REIT EFR

“PPCF” PrimePartners Corporate Finance Pte. Ltd., theindependent financial adviser to the Independent Directorsin respect of the Transactions

“Property” The commercial development known as “One RafflesQuay” comprising the whole of Lot 175C of TownSubdivision 30 (excluding the subterranean space below itknown as Lot 80002A of Town Subdivision 30), and thewhole of the subterranean space below Lot 175C of TownSubdivision 30 known as Lot 80002A of Town Subdivision30, together with the buildings and all fixed plant andequipment located at the Property (including all fixtures,lifts, escalators (if any), air-conditioning equipment andother plant and equipment located in or on the Propertyand which are owned by ORQPL)

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“RBC Dexia” RBC Dexia Trust Services Singapore Limited, acting in itscapacity as trustee of K-REIT

“Sale” The sale by Boulevard of its one-third interest in theProperty to RBC Dexia (in its capacity as trustee of K-REIT)pursuant to the Share Purchase Agreement

“Sale Shares” Two ordinary shares held by Boulevard in ORQPL,representing one-third of ORQPL’s issued share capital

“SGX-ST” Singapore Exchange Securities Trading Limited

“Share Purchase Agreement” The conditional share purchase agreement dated 30 July2007 made between (a) Boulevard (as vendor), (b) KLP (asguarantor), and (c) RBC Dexia in its capacity as trustee ofK-REIT (as purchaser) in respect of the Sale

“Shareholders” Registered holders of Shares, except that where theregistered holder is CDP, the term “Shareholders” shall, inrelation to such Shares, mean the Depositors whose directsecurities accounts maintained with CDP are credited withShares

“Shares” Ordinary shares in the capital of the Company

“Substantial Shareholder” In relation to the Company, a person who has an interest innot less than 5.0% of the issued Shares

“Transactions” Collectively, the proposed Sale and the proposedPlacement

“S$” and “cents” Singapore dollars and cents

“sq ft” square feet

“%” Percentage or per centum

The terms “Depositor” and “Depository Register” shall have the meanings ascribed to themrespectively in the Companies Act.

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

Any reference in this Circular to any enactment is a reference to that enactment as for the timebeing amended or re-enacted. Any word defined under the Companies Act or any statutorymodification thereof and used in this Circular shall have the meaning assigned to it under theCompanies Act or any statutory modification thereof, as the case may be.

Any reference to a time of day in this Circular shall be a reference to Singapore time.

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KEPPEL LAND LIMITED(Co Reg No: 189000001G)

(Incorporated in Singapore)

Directors:

Lim Chee Onn (Chairman)Kevin Wong Kingcheung (Managing Director)Khor Poh HwaLim Ho KeeTsui Kai ChongLee Ai MingTan Yam PinNiam Chiang MengHeng Chiang MengEdward Lee Kwong FooChoo Chiau BengTeo Soon Hoe

Registered Office:

230 Victoria Street#15-05, Bugis Junction TowersSingapore 188024

To the Shareholders ofKEPPEL LAND LIMITED

22 September 2007

Dear Sir/Madam

1. INTRODUCTION

1.1 Summary. On 30 July 2007, the Company announced the proposed Sale in line with itsobjective of unlocking value in the Group’s quality office portfolio. On that day, Boulevard,as vendor, and KLP, as guarantor, had entered into the Share Purchase Agreement with RBCDexia (in its capacity as trustee of K-REIT), for the sale by Boulevard of its one-third interestin “One Raffles Quay” to K-REIT at an agreed value of S$941.5 million. Boulevard is awholly-owned subsidiary of KLP, which in turn is a wholly-owned subsidiary of the Company.As at the Latest Practicable Date, the Keppel Land Group has an aggregate interest inapproximately 40.8% of K-REIT.

In conjunction with the Sale, it was also announced that the Keppel Land Group intends toaccept a placement of new K-REIT units under an equity fund raising exercise to be proposedby K-REIT to finance its acquisition of the one-third interest in the Property. The Placementwould enable the Keppel Land Group to maintain its percentage unitholding in K-REITimmediately post the K-REIT EFR at the equivalent level as that held by it immediatelypreceding the K-REIT EFR.

1.2 Shareholders’ approval. As of the Latest Practicable Date, Keppel Corporation, a controllingshareholder of the Company, was interested in approximately 52.7% of Keppel Land and inapproximately 31.3% of K-REIT. Additionally, Keppel Corporation was deemed to beinterested in Keppel Land’s indirect interest in approximately 40.8% of K-REIT, amounting toan aggregate deemed interest in approximately 72.1% of K-REIT.

Under Chapter 9 of the Listing Manual (which governs interested person transactions) wherethe value of a transaction with an interested person singly, or, on aggregation with thevalues of other transactions conducted with the same interested person in the same financialyear equals or exceeds 5.0% of the Group’s latest audited NTA, that transaction shall besubject to shareholders’ approval.

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The Sale and the Placement are considered to be interested person transactions for theCompany under Chapter 9 of the Listing Manual as K-REIT is regarded as an associate ofKeppel Corporation and, thus, an “interested person” for the purposes of Chapter 9 of theListing Manual.

Based on the Agreed Value (as referred to in Paragraph 2.2(a) below) of S$941.5 million forthe Sale, and an assumed Placement Consideration (as referred to in Paragraph 2.4 below)of S$244.8 million for the Placement, and having regard to the Company’s 40.8% interest inK-REIT, the aggregate values of these transactions to which the Company is considered to beat risk (pursuant to Rule 909 of the Listing Manual) amounted to approximately S$802.2million representing approximately 50.4% of the audited NTA of the Group of S$1,590.9million as at 31 December 2006.

In accordance with Chapter 9 of the Listing Manual, the Sale and the Placement are,respectively, interested person transactions, the value of which (being the amount to whichthe Company is considered to be at risk as mentioned above) is more than 5.0% of the latestaudited NTA of the Group, and hence subject to the approval of Shareholders.

PPCF has been appointed as independent financial adviser to advise the IndependentDirectors on whether or not the Sale and the Placement are on normal commercial terms andare not prejudicial to the interests of the Company and its minority Shareholders. PPCF’sletter to the Independent Directors in respect of the Transactions is set out in Appendix A ofthis Circular.

Accordingly, the Directors have convened the EGM to obtain Shareholders’ approval for theTransactions.

1.3 This Circular. The purpose of this Circular is to provide Shareholders with informationrelating to, and to seek their approval at the EGM for, the Transactions.

2. INFORMATION RELATING TO THE TRANSACTIONS

2.1 The Property. The Property, a prime commercial development located in Singapore’s centralbusiness district, comprises two office towers of 50-storeys (the “North Tower”) and29-storeys (the “South Tower”) with an underground link to the Raffles Place MRT stationand a car park hub, and has a net lettable area of approximately 1.3 million sq ft. TheProperty is a 99-year leasehold commencing from 13 June 2001.

The Property is a newly completed development with temporary occupation permits for theSouth Tower and the North Tower issued on 24 April 2006 and 26 October 2006 respectively.With direct access to the Raffles Place MRT station and its location in close proximity toMarina Bay, the site of one of two proposed integrated resorts and the new business andfinancial centre, the Property stands out as a quality landmark within Singapore’scommercial landscape that is well-positioned to capitalise on the future growth of thevicinity. The Property is currently fully tenanted. Its major tenants include ABN AMRO AsiaPacific Pte Ltd, Credit Suisse, Deutsche Bank Aktiengesellschaft and Ernst & Young ServicesPte Ltd.

The Property is owned by ORQPL, which is also the developer of the Property. ORQPL wasincorporated on 9 March 2001 and has an issued share capital of S$6 divided into six ordinaryshares which are held in equal proportions by Boulevard and two other shareholders,Freyland and Comina.

By a share purchase agreement dated 30 July 2007 entered into between, inter alia, Cavelland HSBC Institutional Trust Services (Singapore) Limited (“Suntec REIT Trustee”) (in its

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capacity as trustee of Suntec Real Estate Investment Trust (“Suntec REIT”)), Cavell has agreedto sell all its shares in Comina to Suntec REIT (the “Comina Transaction”).

Assuming that the Sale and the Comina Transaction are respectively completed (a) K-REITwill have a one-third interest in the Property (through its holding of one-third of the issuedshares of ORQPL), (b) Suntec REIT will have a one-third interest in the Property (through itsownership of Comina, which holds one-third of the issued shares of ORQPL), and (c) Freylandwill continue to have a one-third interest in the Property (through its holding of one-thirdof the issued shares of ORQPL). It should be noted, however, that the Sale and the CominaTransaction are not inter-dependent. As such, completion of the Sale is not conditional on,or subject to completion of, the Comina Transaction.

2.2 Principal terms of the Sale. The Sale will be effected through the sale of Boulevard’sshareholding in ORQPL, consisting of two fully paid ordinary shares of ORQPL, representingone-third of the issued share capital of ORQPL, and the assignment of shareholder’s loansextended by Boulevard to ORQPL. KLP will guarantee the obligations of Boulevard underthe Share Purchase Agreement.

The principal terms of the Share Purchase Agreement are discussed below.

(a) Aggregate Consideration. The aggregate consideration (“Aggregate Consideration”)payable to Boulevard for the Sale comprises the Share Consideration and the LoanConsideration (respectively referred to in Paragraphs 2.2(a)(i) and 2.2(a)(ii) below).Based on the Agreed Value and the audited financial statements of ORQPL for thefinancial year ended 31 December 2006, the Aggregate Consideration is estimated tobe S$885.2 million as at that date, and represents approximately 14.8% of KeppelLand’s market capitalisation of approximately S$5,969.9 million as at the datepreceding the announcement of the proposed Sale on 30 July 2007.

The actual amount of the Aggregate Consideration is subject to adjustments to reflectthe actual Share Consideration and Loan Consideration, as described in Paragraphs2.2(a)(i) and 2.2(a)(ii) below.

The Aggregate Consideration, which is payable in full in cash upon completion of theShare Purchase Agreement (“Completion”), is based on the Agreed Value. For thispurpose, the Agreed Value is the agreed market value of the one-third interest in theProperty, including the provision of guaranteed income support by Boulevard pursuantto the Deed of Income Support as referred to in Paragraph 2.3(a)(i) below, ofS$941.5 million (“Agreed Value”).

Boulevard has commissioned an independent valuation of the Property by Colliers,which has valued the one-third interest in the Property (including the provision ofguaranteed income support pursuant to the Deed of Income Support referred to inParagraph 2.3(a)(i) below), as at 6 July 2007 on an open market value basis atS$937.6 million. A copy of Colliers’ Valuation Certificate is reproduced in Appendix B ofthis Circular.

(i) Share Consideration. The consideration for the Sale Shares (“ShareConsideration”), which was arrived at on a willing-buyer and willing-seller basis,is a sum equal to one-third of the adjusted NTA value (“Adjusted NTA Value”) ofORQPL as at the date on which new units in K-REIT (“New K-REIT Units”) to beissued pursuant to the K-REIT EFR (referred to in Paragraph 2.4 below) are listedon the SGX-ST (or such other date as may be agreed in writing by the parties tothe Share Purchase Agreement) (the “Completion Date”). The Adjusted NTA Valuewill be calculated by reference to, among other things, the Agreed Value, and will

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be reviewed by the auditors of ORQPL after the Completion Date in accordancewith the terms of the Share Purchase Agreement.

(ii) Loan Consideration. Pursuant to the Share Purchase Agreement,contemporaneously with the sale of the Sale Shares, the principal amount of theshareholder’s loans extended by Boulevard to ORQPL together with all accruedbut unpaid interest thereon (collectively, the “Shareholder’s Loan”) will beassigned by Boulevard to RBC Dexia (as trustee of K-REIT). The consideration forthe assignment (the “Loan Consideration”) will be a sum equal to the amount ofthe Shareholder’s Loan outstanding as at the Completion Date, and will bereviewed by the auditors of ORQPL after the Completion Date in accordance withthe terms of the Share Purchase Agreement.

(b) Conditions precedent. Under the Share Purchase Agreement, the sale and purchase ofthe Sale Shares is subject to and conditional upon, among other things:

(i) the approval of the unitholders of K-REIT being obtained for the acquisition of theSale Shares at a general meeting of K-REIT and the Deed of Trust dated 28November 2005 entered into between K-REIT Asia Management Limited(“KRAM”) and RBC Dexia (as trustee of K-REIT) constituting K-REIT (as amended,varied or supplemented from time to time) being amended to the satisfaction ofRBC Dexia (as trustee of K-REIT) to reflect its ownership of the Sale Shares and suchamendments having been approved by the unitholders at a general meeting ofK-REIT (if necessary);

(ii) the approval of shareholders of Keppel Land being obtained for the Sale and thePlacement at a general meeting of Keppel Land;

(iii) the approval in-principle of the SGX-ST being obtained for the listing andquotation of the New K-REIT Units to be issued pursuant to the K-REIT EFR on theSGX-ST and such approval not being revoked, suspended or amended and, wheresuch approval is subject to conditions, such conditions being acceptable to RBCDexia (as trustee of K-REIT) and to the extent that any conditions for the listingand quotation of the New K-REIT Units on the SGX-ST are required to be fulfilledon or before the Completion Date, they are so fulfilled;

(iv) K-REIT securing adequate financing for the acquisition of the Sale Shares on termsand conditions approved by its unitholders at a general meeting of K-REIT; and

(v) the approval of the unitholders of K-REIT being obtained for the Placement.

Subject to fulfilment of the conditions precedent (or any of them being waived) underthe Share Purchase Agreement, Completion is expected to take place no later than 31December 2007.

(c) Other salient terms. Pursuant to the terms of the Share Purchase Agreement, the SaleShares shall be sold free from encumbrances, and with all rights and advantagesattaching thereto as at Completion and on the terms of the Share Purchase Agreement.

In addition, Boulevard has given certain undertakings under the Share PurchaseAgreement, including the following:

(i) As the sale of the Sale Shares is made on the assumption that the certificate ofstatutory completion (“CSC”) in respect of the Property will be issued byCompletion, on that basis, Boulevard shall bear one-third of all projectdevelopment costs of the Property (“Project Development Costs”) to be incurredor that is payable by ORQPL from time to time or at any time after Completion. Forthis purpose, Project Development Costs means all costs, expenses and damages inrespect of works (including defects rectification works) carried out by or on behalf

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of ORQPL in relation to the design, construction, equipping, fitting out andcompletion of the Property (the “Project”) up to the date of issue of the CSC inaccordance with requirements of, among others, the relevant authorities and thecontracts entered into by ORQPL with third parties in connection with the Project.The liability of Boulevard under this undertaking will cease after the date falling12 months after the date of issue of the CSC.

(ii) Boulevard will indemnify RBC Dexia (as trustee of K-REIT) or at its option, ORQPL,to the extent of one-third of any liability of ORQPL for taxation resulting from orby reference to any event (other than the sale of the Sale Shares) occurring beforeCompletion or in respect of any gross receipt, income, profits or gains earned,accrued or received, or any expenses or costs incurred or paid by ORQPL on orbefore Completion. The liability of Boulevard under this undertaking shallhowever exclude, inter alia, any deferred tax liability provided in ORQPL’s auditedaccounts in relation to any revaluation of the Property for accounting purposes,any tax liability of ORQPL arising from the disposal of the Property (or any partthereof) by ORQPL after Completion, and any tax liability arising from any loss orallowance that (for the purposes of applicable provisions of the Income Tax Act ofSingapore) becomes unavailable to ORQPL due to a substantial change of itsshareholders or due to a change in the business of ORQPL such that ORQPL doesnot carry on the same trade or business in respect of which such loss or allowancewas incurred.

2.3 Other conditions relating to the Sale. Other principal conditions relating to the Sale aredescribed below.

(a) Collateral agreements. Boulevard and KLP have also entered into certain collateralagreements in connection with the Sale, as follows:

(i) Deed of income support. Concurrently with the entry into the Share PurchaseAgreement, Boulevard and KLP have entered into a deed of income support (the“Deed of Income Support”) with RBC Dexia (as trustee of K-REIT) under whichBoulevard has agreed to effect top-up payments to RBC Dexia (as trustee ofK-REIT) amounting to one-third of the amount by which the Net Property Income(as defined in the Deed of Income Support) falls short of the guaranteed incomeamount of the Property for each of the calendar quarters during the periodcommencing on 1 October 2007 and ending on 31 December 2011. Boulevard’scommitment to pay under the Deed of Income Support is guaranteed by KLP. Thetop-up payment for any quarterly period shall in any event not exceed S$8.0million (“Maximum Sum”) (save that in the case of the first quarterly period,should the Completion Date be a date after 1 October 2007, the top-up paymentand the Maximum Sum shall be adjusted based on the actual number of days fromthe Completion Date until 31 December 2007 (both dates inclusive)). Theaggregate of all top-up payments shall not exceed S$103.4 million. RBC Dexia (astrustee of K-REIT) shall bear all goods and services tax, if any, chargeable on eachtop-up payment.

(ii) Tax indemnity. Pursuant to the Income Tax Act of Singapore, accumulated taxlosses and accumulated capital allowances of a company will not be available forincome tax deductions in the event of a substantial change in shareholders of acompany. In connection with the Sale and the Comina Transaction, KLP hasexecuted a deed of tax covenant (“Deed of Tax Covenant”) in favour of HongkongLand. Under the Deed of Tax Covenant, KLP has agreed to indemnify HongkongLand its share of any tax liability arising from the non-availability of accumulatedtax losses and accumulated capital allowances of ORQPL due to a substantial

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change in shareholders arising from the Sale and the Comina Transaction. CKH hasgiven a tax indemnity to Hongkong Land on the like basis as the Deed of TaxCovenant.

(b) ORQPL Shareholders’ Agreement. Upon Completion taking place, the subsistingshareholders’ agreement between Boulevard, Freyland, Comina, KLP, Hongkong Landand CKH relating to their participation in and the governance of ORQPL (the “ORQPLShareholders’ Agreement”) will be terminated, and be replaced by a restatedshareholders’ agreement to be entered into by RBC Dexia (as trustee of K-REIT) with theother shareholders of ORQPL (as at Completion) and their parent entities to replace theORQPL Shareholders’ Agreement.

(c) RQAM Restructuring. Raffles Quay Asset Management Pte. Ltd. (“RQAM”) is thecurrent asset manager of the Property. On 31 August 2007, all the shares held by ORQPLin RQAM were transferred to Hongkong Land (Singapore) Pte. Ltd., Charm AimInternational Limited and K-REIT Asia Property Management Pte. Ltd. (“KAPM”), inequal proportions on terms agreed between such parties (the “RQAM Restructuring”).Prior to the RQAM Restructuring, ORQPL was the sole shareholder of RQAM. KAPM, awholly-owned subsidiary of the Company, provides property management services.Upon the completion of the RQAM Restructuring, the shareholders of RQAM haveentered into a shareholders’ agreement in relation to the operation of RQAM and toregulate their relationship inter se as shareholders of RQAM. RQAM and ORQPL havealso entered into a new asset management agreement relating to the Property toreplace the previous asset management agreement that was in place prior to theRQAM Restructuring.

2.4 Acquisition of New K-REIT Units pursuant to the Placement. As at the Latest PracticableDate, the Company understands that K-REIT will be proposing a fund raising exercise tofinance the acquisition of the one-third interest in the Property from Boulevard, the relatedcosts and expenses (including stamp duty) of the acquisitionNote (1), the expenses of the fundraising proposal, and to provide working capital. Such fund raising exercise will entail theissue of New K-REIT Units for offer to retail investors and a placement to institutional andother investors pursuant to the K-REIT EFR, and also an issue of convertible bonds.

It is the intention of the Group to accept a placement of such number of New K-REIT Units(“Placement Units”) pursuant to the K-REIT EFR as would enable the Keppel Land Group tomaintain its percentage unitholding in K-REIT immediately post the K-REIT EFR at theequivalent level held by it immediately prior to the K-REIT EFR. It is expected that the KeppelLand Group would be offered the Placement Units at the same price as that offered toinstitutional and other investors under the placement tranche of the K-REIT EFR. The Groupwill not be subscribing for any convertible bonds to be issued by K-REIT.

The total consideration for the Placement Units (the “Placement Consideration”) will besatisfied wholly in cash, and will be funded by internal resources.

The details of the K-REIT EFR, including the actual size and the issue price of the New K-REITUnits, and the details of the issue of the convertible bonds, will be determined by K-REITcloser to the date of commencement of the K-REIT fund raising exercise.

Note (1) This will not include the acquisition fee payable to KRAM (the manager of K-REIT) under the trust deedconstituting K-REIT, payment of which will be satisfied by an issuance of new units in K-REIT.

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Purely for illustrative purposes, assuming the K-REIT EFR is approximately S$612.0 millionNote (2)

and the Group will take up 40.0% of the New K-REIT Units offered in the K-REIT EFR in orderto maintain its level of percentage unitholding, the Placement Consideration would amount toapproximately S$244.8 million (or about 4.3% of Keppel Land’s market capitalisation as at theLatest Practicable Date).

It should be noted that the actual number of Placement Units to be issued to the Grouppursuant to the Placement and the actual amount of the Placement Consideration will beascertained only at Completion.

2.5 Interests of Directors and controlling shareholders. Mr Kevin Wong Kingcheung, theManaging Director of Keppel Land is also deputy chairman/non-executive director of KRAM,the manager of K-REIT. Prof Tsui Kai Chong, the chairman and an independent director ofKRAM and Mrs Lee Ai Ming, an independent director of KRAM, are also independentdirectors of the Company. The expression “independent” as used in this Paragraph 2.5 hasthe meaning assigned to it in the Code of Corporate Governance 2005. KRAM is awholly-owned subsidiary of Keppel Land.

The Company’s non-executive Chairman, Mr Lim Chee Onn, is the executive chairman ofKeppel Corporation and two of the Company’s non-executive Directors, Mr Choo Chiau Bengand Mr Teo Soon Hoe, are executive directors of Keppel Corporation. Mr Tan Swee Yiow, thechief executive officer/director of KRAM is also a director of Boulevard and KLP.

The Company is a subsidiary of Keppel Corporation. Based on the Company’s Register ofSubstantial Shareholders as at the Latest Practicable Date, Keppel Corporation is interestedin 379,697,733 Shares or approximately 52.7% of Keppel Land. As at that date, KeppelCorporation is interested (through a wholly-owned subsidiary) in 75,939,546 units of K-REITor approximately 31.3% of K-REIT, and is also deemed to be interested in Keppel Land’sindirect interest in 99,041,381 units of K-REIT or approximately 40.8% of K-REIT, amountingto an aggregate deemed interest in approximately 72.1% of K-REIT.

Keppel Corporation is therefore deemed to be interested in the respective Transactions byreason of its interests in Boulevard and KLP (through Keppel Land), and in K-REITrespectively. Accordingly, pursuant to Rule 919 of the Listing Manual, Keppel Corporationand its associates will abstain from voting their holding of Shares (if any) in the Company atthe EGM in respect of the Ordinary Resolution to approve the Transactions. As KeppelCorporation is required to abstain from voting on the Ordinary Resolution at the EGM inrespect of the Transactions, each of Mr Lim Chee Onn, Mr Choo Chiau Beng and Mr Teo SoonHoe, being Keppel Corporation’s representatives on the Board, and each of Mr Kevin WongKingcheung, Prof Tsui Kai Chong and Mrs Lee Ai Ming, being also directors of KRAM, themanager of K-REIT, have abstained from making any recommendation to Shareholders onthe Transactions. They will also abstain from voting on the Ordinary Resolution to be tabledat the EGM for the approval of the Transactions in respect of Shares (if any) held by them.As such, they will decline to accept appointment as proxies for Shareholders at the EGMunless the Shareholder concerned (being an Independent Shareholder) shall have givenspecific instructions in his Proxy Form as to the manner in which his vote is to be cast inrespect of the Ordinary Resolution relating to the Transactions.

Note (2) This is based on the assumption that K-REIT will be raising funds to pay the Agreed Value of S$941.5 million, andafter netting off the assumed maximum gearing ratio of 35.0% of the Agreed Value (as stipulated under theProperty Fund Guidelines in the Code of Collective Investment Schemes issued by the Monetary Authority ofSingapore).

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By virtue of Temasek Holdings (Private) Limited’s (“Temasek”) direct and deemed interest inapproximately 22.0% of the issued shares of Keppel Corporation as at the Latest PracticableDate, Temasek is deemed (including through its interests in Keppel Corporation), to beinterested in approximately 53.4% of Keppel Land and approximately 72.1% of K-REIT. As atthat date, Temasek has no direct interest in the issued share capital of the Company.

By virtue of its interests in the issued Shares, Temasek is deemed to be a controllingshareholder of the Company. Temasek is therefore deemed to be interested in the respectiveTransactions by reason of its interests (through Keppel Corporation) in Boulevard and KPL,and in K-REIT respectively. Accordingly, pursuant to Rule 919 of the Listing Manual, Temasekand its associates (other than Keppel Corporation and its associates, which are alreadycovered in the preceding paragraph) will abstain from voting their holding of Shares (if any)in the Company at the EGM in respect of the Ordinary Resolution to approve theTransactions.

Save as disclosed above, and based on the information available to the Company as at theLatest Practicable Date, none of the Directors or (to the best of the knowledge of theDirectors) controlling shareholders of the Company has any interest, direct or indirect, in theTransactions otherwise than through their interests (if any) in the securities of the Companyand units in K-REIT.

2.6 Other information. Shareholders’ attention is drawn to the additional information set out inAppendix C of this Circular.

3. RATIONALE

The Company is focused on two core businesses of property development and property fundmanagement to achieve higher returns.

In the area of property development, the Company is active both in Singapore and overseaswhere the current focus is in China, Vietnam, India and Indonesia. In Singapore, theCompany’s focus is on the office and residential segments. Overseas, as part of its regionalplatform for growth, it is developing townships across Asia (with a strong pipeline oftownship homes potentially exceeding 150 million sq ft of gross floor area) and lifestyleresidential projects which will provide sustainable profits over a long term period. TheCompany’s fund management business aims to provide a stream of stable fee income tocounter balance the cyclical nature of property development earnings. In April 2006, theCompany spun off K-REIT Asia, a prime office REIT as an additional platform to generate feeincome stream .

The Sale will strengthen both the Company’s property development and the property fundmanagement businesses. It will enhance the Company’s ability to take on more developmentprojects. K-REIT Asia will grow by further acquisitions. This will in turn help to build up theCompany’s fee-based income streams with a bigger K-REIT Asia.

The Sale will yield a net gain of about S$221.6 million, after taking into account the incomesupport of S$103.4 million, transaction costs, and the Company’s 40.8% retained unitholdingin K-REIT Asia, and also recurring management fees of about S$7.0 million per annum andan acquisition fee of approximately S$9.4 million. Gross gain from the Sale is about S$473.7million.

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Currently, there are vast opportunities in Singapore and the region for the Company tosecure new development projects which will continue to provide good returns. Severaldevelopments have been secured recently. To tap on more of such opportunities so that theCompany’s earnings growth can be sustained going forward, the Sale will enhance theCompany’s capacity to invest by providing net cash proceeds of about S$700.0 million andsignificantly reducing its gearing ratio from 104% to 60% and is, therefore, timely.

The Sale is a divestment of a one-third minority stake in a sizeable investment of aboutS$1.0 billion. Such a minority and non-controlling stake, with no direct ownership of theProperty, limited financing options under the joint venture agreement and the othershareholders having pre-emptive rights in the event of its disposal, is generally less attractiveto investors, and its price should not be compared with the price of a 100% interest and arelatively smaller investment as in the case of other property sales. There are also potentialtax liabilities for the new owner(s) due to the classification of the North Tower as a tradingproperty. Furthermore, the price for the Sale is based on the highest of valuations by threeindependent property valuers, Colliers (S$937.6 million), Knight Frank Pte LtdNote (3) (S$941.0million) and CB Richard Ellis (Pte) LtdNote (4) (S$941.5 million), and is the same as that for theComina Transaction. Taking all these factors into account, the effective price for the Sale isconsidered fair, as shown below:

Sale price of one-third stake in the PropertyPrice

(S$ per sq ft)

Transaction price @ S$941.5 million 2,109

Value of annual recurring fee income capitalized @ price earnings ratio of20 times plus one-off acquisition fee 335

Discount due to potential tax exposure 150

10%–15% discount for minority stake (with pre-emptive rights, limitedfinancing options and no direct property ownership) 288–458

Effective price 2,882–3,052

By divesting the Company’s one-third stake in the Property to K-REIT Asia pursuant to theSale while maintaining its approximately 40.8% stake in K-REIT Asia post transactionpursuant the Placement, the Company will, through these transactions, not only enjoy thepremium gained from a larger size K-REIT Asia (with the Sale more than doubling its presentsize) but will also continue to participate in K-REIT Asia’s growth and future appreciation inthe value of the Property.

4. FINANCIAL EFFECTS

4.1 The Sale. Assuming the Sale is effected at the Agreed Value of S$941.5 million, based on theaudited consolidated financial statements of the Company for FY 2006:

(a) had the Sale been effected on 1 January 2006, the earnings per share of the Group forthe financial year ended 31 December 2006 would have increased from 27.9 cents to63.1 cents; and

(b) had the Sale been effected on 31 December 2006, the NTA per share of the Group asat 31 December 2006 would have increased from S$2.21 to S$2.52.

Note (3) Commissioned by KRAM (as manager of K-REIT)Note (4) Commissioned by RBC Dexia (as trustee of K-REIT)

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On the above basis, the Group would expect to realise a net gain of aboutS$221.6 millionNote (5) from the Sale for FY 2006.

ORQPL recorded a net profit from the Property’s operations for the half-year ended30 June 2007 of approximately S$2.7 million. The Group’s one-third share of such profit ofapproximately S$0.9 million is not material compared to the unaudited net profits of theGroup of approximately S$125.5 million for the half-year ended 30 June 2007.

The net asset value attributable to the Group’s one-third interest in the Property as at30 June 2007 of S$466.8 million represents about 29.0% of Keppel Land’s unauditedconsolidated net asset value of approximately S$1,612.2 million as at 30 June 2007.

4.2 The Placement. As the Placement is to enable the Group to maintain its percentageunitholding in K-REIT immediately post the K-REIT EFR at the equivalent level as that heldby it immediately prior to the K-REIT EFR, had the Placement been effected on 1 January2006, it would not have any material impact on the earnings per share of the Group for FY2006. Had the Placement been effected on 31 December 2006, it would not have anymaterial impact on the NTA of the Group as at that date.

4.3 Combined effect of the Sale and the Placement. Completion of the Sale is subject to andconditional upon, inter alia, concurrent completion of the K-REIT EFR (which includes thePlacement). As stated above, as there would not be any material impact on the earnings pershare and the NTA of the Group as a result of the Placement. The proforma financial effectsof the Sale and the Placement, taken together, is not expected to be materially differentfrom that disclosed in Paragraph 4.1 above.

Accordingly, the proforma combined financial effects of the Transactions as set out beloware based on historical financial data and are intended for illustration purposes only. Theydo not necessarily reflect the future financial position and earnings of the Group, and areprepared on the following bases and assumptions:

(a) the Sale and the Placement had taken place (i) for the purposes of the balance sheet,on 31 December 2006, being the date to which the latest audited financial year of theGroup, was made up to; and (ii) for the purposes of the profit and loss account, on 1January 2006, being the start of the latest audited financial year of the Group,respectively;

(b) the Sale is effected at the Agreed Value of S$941.5 million (excluding any post-completion adjustments), and the acquisition of the Placement Units is effected at atotal Placement Consideration of S$244.8 million; and

(c) after the Sale and the Placement, the Keppel Land Group continues to own 40.8% ofK-REIT.

Note (5) This does not take into account the deferred tax impact on the revaluation surplus in respect of the Group’sone-third interest in the Property which would give rise to an additional estimated gain of approximately S$13.9million under FRS 40 (Investment Property) (“FRS 40”) of the Financial Reporting Standards. FRS 40 came intoeffect on 1 January 2007.

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31 December 2006Before Sale

and PlacementAfter Sale

and Placement

Impact on Group Earnings

Earnings after tax (S$’000) 200,310 452,991(1)

Weighted average number of shares (’000) 717,624 717,624

Basic earnings per share (cents) 27.9 63.1

Impact on Group NTA

NTA (S$’000)(2) 1,590,934 1,812,524

NTA per share (S$) 2.21 2.52

Debt-Equity Ratio

Total shareholders’ funds(3) 1,900,952 2,122,542

Net borrowings(4) 1,969,775 1,275,065

Net debt-equity ratio (%) 104 60

Notes:

(1) This is derived after taking into account the income support of S$103.4 million, transaction costs and theCompany’s 40.8% retained unitholding in K-REIT Asia.

(2) The NTA after the Sale and the Placement is arrived at after taking into account estimated expenses ofS$2.0 million.

(3) “Shareholders’ funds” means the amount represented by the aggregate of the issued and paid upordinary share capital, reserves and minority interests.

(4) “Net borrowings” means the aggregate amount of borrowings from banks and financial institutionsand medium term notes, net of cash and fixed deposit balances

5. AUDIT COMMITTEE’S STATEMENT AND RECOMMENDATION OF THE INDEPENDENTDIRECTORS

5.1 PPCF’s advice to the Independent Directors. Pursuant to Chapter 9 of the Listing Manual,PPCF has been appointed as an independent financial adviser to the Independent Directorsto advise them on whether or not the Sale and the Placement are on normal commercialterms and are not prejudicial to the interests of the Company and its minority Shareholders.A copy of their letter of advice to the Independent Directors dated 22 September 2007 is setout in Appendix A of this Circular. Shareholders are advised to read PPCF’s letter of advicecarefully.

Based on the considerations set out in its letter, and subject to the assumptions andqualifications set out therein, PPCF is of the opinion that the financial terms of the Sale andthe Placement are on normal commercial terms and are not prejudicial to the interests of theCompany and its minority Shareholders.

5.2 Audit Committee’s statement. The Audit Committee of the Company (the “AuditCommittee”) comprises Prof Tsui Kai Chong (Chairman), Mrs Lee Ai Ming and Mr HengChiang Meng, all of whom are independent non-executive directors of the Company. In viewof Prof Tsui and Mrs Lee being also the independent non-executive chairman and anindependent non-executive director respectively of KRAM (the manager of K-REIT), theyhave abstained from participating in the decision making and recommendation of thedirectors of KRAM with respect to the Sale and the Placement from the perspective ofK-REIT, and have also abstained from the Audit Committee’s deliberations with respect tothe Sale and the Placement. The expression “independent” as used in this Paragraph 5.2 hasthe meaning assigned to it in the Code of Corporate Governance 2005.

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The Audit Committee (Prof Tsui and Mrs Lee abstaining for the reason explained above) hasconsidered the terms of the Sale and the terms of the Placement respectively as well as theadvice of PPCF thereon, and is of the view that the Sale and the Placement are on normalcommercial terms and are not prejudicial to the interests of the Company and its minorityShareholders.

5.3 Independent Directors’ recommendation. Shareholders should read and consider carefullythe statement of the Audit Committee, the recommendation of the Independent Directorsand the advice of PPCF in its entirety before giving their approvals pertaining to theTransactions. Shareholders are also urged to read carefully the principal terms andconditions of the Transactions, the information on the Property, the rationale for theTransactions, and the financial effects of the Transactions as respectively set out inParagraphs 2, 3 and 4 of this Circular.

The Independent Directors have considered carefully the advice of PPCF given in its letter setout in Appendix A of this Circular. The Independent Directors concur with the advice of PPCFthat the financial terms of the Sale and the Placement are on normal commercial terms andare not prejudicial to the interests of the Company and its minority Shareholders.

Accordingly, taking into consideration the statement of the Audit Committee and the adviceof PPCF, the Independent Directors recommend that Independent Shareholders vote infavour of the Ordinary Resolution relating to the Sale and the Placement at the EGM.

The Independent Directors further recommend that any individual Shareholder who mayrequire specific advice to consult his stockbroker, bank manager, accountant or otherprofessional adviser.

6. EXTRAORDINARY GENERAL MEETING

The EGM, notice of which is set out on page 42 of this Circular, will be held at Four SeasonsHotel Singapore, Four Seasons Ballroom (2nd Floor), 190 Orchard Boulevard, Singapore248646 on Thursday, 11 October 2007 at 10.30 a.m. for the purpose of considering and, ifthought fit, passing with or without any modifications, the Ordinary Resolution set out inthe Notice of EGM.

7. ACTION TO BE TAKEN BY SHAREHOLDERS

7.1 Proxies. If a Shareholder is unable to attend the EGM and wishes to appoint a proxy toattend and vote on his behalf, he should complete, sign and return the attached Proxy Formin accordance with the instructions printed thereon as soon as possible and, in any event, soas to reach the registered office of the Company at 230 Victoria Street #15-05, Bugis JunctionTowers, Singapore 188024 by not later than 10.30 a.m. on Tuesday, 9 October 2007. Thecompletion and return of the Proxy Form by a Shareholder will not prevent him fromattending and voting at the EGM in person if he so wishes. However, any appointment of aproxy or proxies by such Shareholder shall be deemed to be revoked if the Shareholderattends the EGM in person, and in such event, the Company reserves the right to refuse toadmit any person or persons appointed under the instrument of proxy, to the EGM.

If a Shareholder (being an Independent Shareholder) wishes to appoint any of Mr Lim CheeOnn, Mr Choo Chiau Beng, Mr Teo Soon Hoe, Mr Kevin Wong Kingcheung, Prof Tsui KaiChong and/or Mrs Lee Ai Ming as his proxy/proxies for the EGM, he should give specificinstructions in his Proxy Form as to the manner in which his vote is to be cast in respect ofthe Ordinary Resolution relating to the Transactions.

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7.2 Depositors. A Depositor shall not be regarded as a member of the Company entitled toattend the EGM and to speak and vote thereat unless his name appears on the DepositoryRegister at least 48 hours before the EGM.

8. RESPONSIBILITY STATEMENT

The Directors (including those who have delegated detailed supervision of this Circular)collectively and individually accept responsibility for the accuracy of the informationcontained in this Circular and confirm, having made all reasonable enquiries, that to the bestof their knowledge and belief, the facts stated and opinions expressed in this Circular arefair and accurate and that there are no material facts the omission of which would make anystatement in this Circular misleading in any material respect.

Where information has been extracted from published or otherwise publicly availablesources, the sole responsibility of the Directors has been to ensure that such information hasbeen accurately and correctly extracted from these sources.

Yours faithfullyKEPPEL LAND LIMITED

Lim Chee OnnChairman

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APPENDIX A

LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD.TO THE INDEPENDENT DIRECTORS

PRIMEPARTNERS CORPORATE FINANCE PTE. LTD.(Company Registration No. 200207389D)

1 Raffles Place#30-03 OUB CentreSingapore 048616

22 September 2007

To: The Independent Directors ofKeppel Land Limited

Dear Sirs

THE PROPOSED SALE OF THE KEPPEL LAND GROUP’S ONE-THIRD INTEREST IN “ONE RAFFLESQUAY” AND THE ACQUISITION OF NEW UNITS IN K-REIT ASIA IN CONNECTION WITH THEPROPOSED SALE

1. INTRODUCTION

On 30 July 2007, Keppel Land Limited (the “Company”) announced that BoulevardDevelopment Pte Ltd (“Boulevard”), as vendor, and Keppel Land Properties Pte Ltd (“KLP”)as guarantor, had entered into the Share Purchase Agreement with RBC Dexia Trust ServicesSingapore Limited (“RBC Dexia”) (in its capacity as trustee of K-REIT Asia (“K-REIT”)), for thesale by Boulevard of its one-third interest in “One Raffles Quay” to K-REIT (the “Sale”) at anagreed value of S$941.5 million. Boulevard is a wholly-owned subsidiary of KLP, which inturn is a wholly-owned subsidiary of the Company. As at the Latest Practicable Date, theCompany and its subsidiaries (the “Group”) have an aggregate interest in approximately40.8% of K-REIT.

In conjunction with the Sale, it was also announced that the Group intends to accept aplacement (“Placement”) of new K-REIT units under an equity fund raising exercise (“K-REITEFR”) to be proposed by K-REIT to finance its acquisition of the one-third interest in theProperty. The Placement would enable the Group to maintain its percentage unitholding inK-REIT immediately after the K-REIT EFR at the equivalent level as that held by itimmediately preceding the K-REIT EFR.

As of the Latest Practicable Date, Keppel Corporation Limited (“Keppel Corporation”), acontrolling shareholder of the Company, was interested in approximately 52.7% of theCompany and in approximately 31.3% of K-REIT. Additionally, Keppel Corporation wasdeemed to be interested in the Company’s indirect interest in approximately 40.8% ofK-REIT, amounting to an aggregate deemed interest in approximately 72.1% of K-REIT.

Under Chapter 9 of the Listing Manual (which governs interested person transactions) wherethe value of a transaction with an interested person singly, or, on aggregation with thevalues of other transactions conducted with the same interested person in the same financialyear equals to or exceeds 5.0% of the Group’s latest audited NTA, that transaction shall besubject to shareholders’ approval.

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The Sale and the Placement are considered to be interested person transactions for theCompany under Chapter 9 of the Listing Manual as K-REIT is regarded as an associate ofKeppel Corporation and, thus an “interested person” for the purposes of Chapter 9 of theListing Manual.

Based on the Agreed Value of S$941.5 million for the Sale and an assumed PlacementConsideration of S$244.8 million for the Placement, and having regard to the Company’s40.8% interest in K-REIT, the aggregate values of these transactions to which the Companyis considered to be at risk (pursuant to Rule 909 of the Listing Manual) amounted toapproximately S$802.2 million representing approximately 50.4% of the audited NTA of theGroup of S$1,590.9 million as at 31 December 2006.

In accordance with Chapter 9 of the Listing Manual, the Sale and the Placement are,respectively, interested person transactions, the value of which (being the amount to whichthe Company is considered to be at risk) is more than 5.0% of the latest audited NTA of theGroup and hence subject to the approval of shareholders of the Company (“Shareholders”).

PrimePartners Corporate Finance Pte. Ltd. (“PPCF”) has been appointed by the Company asthe independent financial adviser to advise the Independent Directors on the financial termsof the Sale and the Placement. This letter sets out, inter alia, our views and evaluation of thefinancial terms of the Sale and the Placement and our opinion thereon, and will form partof the circular to be dated 22 September 2007 (the “Circular”) to be issued by the Companyto the Shareholders.

Unless otherwise defined or the context otherwise requires, all terms defined in the Circularshall have the same meaning herein.

2. TERMS OF REFERENCE

We have been appointed to advise the Independent Directors on the financial terms of theSale and the Placement and to provide an opinion on whether the financial terms of the Saleand the Placement are on normal commercial terms and are not prejudicial to the interestsof the Company and its minority shareholders (“Minority Shareholders”).

We were neither a party to the negotiations entered into by Boulevard, KLP and RBC Dexiain relation to the Sale and the Placement nor were we involved in the deliberations leadingup to the decision on the part of the Directors to enter into the Sale and the Placement. Wehave confined our evaluation to the financial terms of the Sale and the Placement and havenot taken into account the commercial risks or commercial merits of the Sale and thePlacement.

Our terms of reference do not require us to evaluate or comment on the strategic orlong-term merits of the Sale and the Placement or on the future prospects of the Companyor the Group or the negotiation process by which the Sale and the Placement is made or anyother alternative methods by which the Sale and the Placement may be made. Suchevaluations and comments remain the sole responsibility of the Directors, although we maydraw upon their views or make such comments in respect thereof (to the extent deemednecessary or appropriate by us) in arriving at our opinion as set out in this letter.

We were also not requested or authorised to solicit, and we have not solicited, anyindications of interest from any third party with respect to the Sale and the Placement. Weare therefore not addressing the relative merits of the Sale and the Placement as comparedto any alternative transaction that may be available to the Group in the future.

In the course of our evaluation of the financial terms of the Sale and the Placement, we haverelied on, and assumed without independent verification, the accuracy and completeness ofpublished information relating to the Group. We have also relied on information providedand representations made by the Directors and the management of the Company (the

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“Management”) and the Company’s solicitors. We have not independently verified suchinformation or any representation or assurance made by them, whether written or verbal,and accordingly cannot and do not make any representation or warranty, expressed orimplied, in respect of, and do not accept any responsibility for, the accuracy, completenessor adequacy of such information, representation or assurance. We have nevertheless madesuch enquiries and exercised our judgement as we deemed necessary and have found noreason to doubt the reliability of the information.

We have relied upon the assurances of the Directors (including those who may havedelegated detailed supervision of the Circular) that, upon making all reasonable inquiriesand to the best of their respective knowledge and belief, all facts stated and opinionsexpressed in the Circular (except our letter set out in the Circular) which relate to the Saleand the Placement and the Group are fair and accurate and that there are no material factsthe omission of which would make any statement in the Circular misleading in any materialrespect. The Directors collectively and individually accept responsibility accordingly.

For the purposes of assessing the financial terms of the Sale and the Placement and reachingour conclusions thereon, we have not relied upon any financial projections or forecasts inrespect of the Company or the Group. We will not be required to express, and we do notexpress, any view on the growth prospects and earnings potential of the Company or theGroup in connection with our opinion in this letter.

We have not made any independent evaluation or appraisal of the assets and liabilities(including, without limitation, investments) of the Company or the Group and, have onlyrelied on the independent valuation report, by Colliers International Consultancy &Valuation (Singapore) Pte Ltd (“Colliers”) in relation to the valuation of the one-thirdinterest in the Property (including the provision of guaranteed income support pursuant tothe Deed of Income Support) as at 6 July 2007 and have considered the independentvaluation reports by K-REIT Asia Management Pte Ltd (as manager of K-REIT) and RBC Dexia(as trustee of K-REIT) referred to in paragraph 5.2 of our opinion.

Our opinion as set out in this letter is based upon market, economic, industry, monetary andother conditions in effect on, and the information provided to us as of the Latest PracticableDate. Such conditions may change significantly over a relatively short period of time. Weassume no responsibility to update, revise or reaffirm our opinion in light of any subsequentdevelopment after the Latest Practicable Date that may affect our opinion contained herein.Minority Shareholders should further take note of any announcements relevant to theirconsideration of the Sale and the Placement which may be released by the Company afterthe Latest Practicable Date.

In rendering our opinion, we did not have regard to the specific investment objectives,financial situation, tax status, risk profiles or unique needs and constraints of any individualShareholder. As each Shareholder would have different investment objectives and profiles,we would advise the Independent Directors to recommend that any individual Shareholderwho may require specific advice in relation to his investment objectives or portfolio shouldconsult his stockbroker, bank manager, solicitor, accountant or other professional adviserimmediately.

The Company has been separately advised by its own advisers in the preparation of theCircular (other than our letter set out in the Circular). Accordingly, we take no responsibilityfor and express no views, express or implied, on the contents of the Circular (other than ourletter set out in the Circular).

Our opinion in respect of the Sale and the Placement, as set out in section 8 of this letter,should be considered in the context of the entirety of this letter and the Circular.

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3. KEY TERMS OF THE SALE AND THE PLACEMENT

3.1 Principal terms of the Sale

The Sale will be effected through the sale of Boulevard’s shareholding in ORQPL, consistingof two fully paid ordinary shares of ORQPL (the “Sale Shares”), representing one-third of theissued share capital of ORQPL, and the assignment of shareholder’s loans extended byBoulevard to ORQPL. KLP will guarantee the obligations of Boulevard as stipulated underthe Share Purchase Agreement.

The principal terms of the Share Purchase Agreement are broadly as follows:

(a) The aggregate consideration (the “Aggregate Consideration”) payable to Boulevardfor the Sale comprises the Share Consideration and the Loan Consideration (as referredto in paragraph 3.1(a)(i) and 3.1(a)(ii) below respectively). Based on the Agreed Valueand the audited financial statements of ORQPL for the financial year ended 31December 2006, the Aggregate Consideration is estimated to be S$885.2 million as atthat date, and represents approximately 14.8% of the Company’s market capitalisationof approximately S$5,969.9 million as at the date preceding the announcement of theproposed Sale on 30 July 2007. The actual amount of the Aggregate Consideration issubject to adjustments to reflect the actual Share Consideration and LoanConsideration.

The Aggregate Consideration, which is payable in full in cash upon completion of theShare Purchase Agreement (the “Completion”), is based on the Agreed Value. TheAgreed Value is the agreed market value of the one-third interest in the Property,including the provision of guaranteed income support by Boulevard pursuant to theDeed of Income Support, of S$941.5 million.

Boulevard has commissioned an independent valuation of the Property by Colliers,which has valued the one-third interest in the Property (including the provision ofguaranteed income support pursuant to the Deed of Income Support) as at 6 July 2007on an open market value basis at S$937.6 million. A copy of Colliers’ ValuationCertificate is reproduced in Appendix B of the Circular.

(i) The consideration for the Sale Shares (the “Share Consideration”), was arrived aton a willing-buyer and willing-seller basis, is a sum equal to one-third of theadjusted net tangible asset value (the “Adjusted NTA Value”) of ORQPL as at thedate on which new units in K-REIT (the “New K-REIT Units”) to be issued pursuantto the K-REIT EFR are listed on the SGX-ST (or such other date as may be agreedin writing by the parties to the Share Purchase Agreement) (the “CompletionDate”). The Adjusted NTA Value will be calculated by reference to, among otherthings, the Agreed Value, and will be reviewed by the auditors of ORQPL after theCompletion Date in accordance with the terms of the Share Purchase Agreement.

(ii) Pursuant to the Share Purchase Agreement and contemporaneously with the saleof the Sale Shares, the principal amount of the shareholder’s loans extended byBoulevard to ORQPL together with all accrued but unpaid interest thereon(collectively, the “Shareholder’s Loan”) will be assigned by Boulevard to RBC Dexia(as trustee of K-REIT). The consideration for the assignment (the “LoanConsideration”) will be a sum equal to the amount of the Shareholder’s Loanoutstanding as at the Completion Date, and will be reviewed by the auditors ofORQPL after the Completion Date in accordance with the terms of the SharePurchase Agreement.

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3.2 Conditions precedent of the Sale

Under the Share Purchase Agreement, the sale and purchase of the Sale Shares is subject toand conditional upon, among other things:

(a) the approval of the unitholders of K-REIT being obtained for the acquisition of the SaleShares at a general meeting of K-REIT and the Deed of Trust dated 28 November 2005entered into between K-REIT Asia Management Limited (“KRAM”) and RBC Dexia (astrustee of K-REIT) constituting K-REIT (as amended, varied or supplemented from timeto time) being amended to the satisfaction of RBC Dexia (as trustee of K-REIT) to reflectits ownership of the Sale Shares and such amendments having been approved by theunitholders at a general meeting of K-REIT (if necessary);

(b) the approval of shareholders of the Company being obtained for the Sale and thePlacement at a general meeting of the Company;

(c) the approval in-principle of the SGX-ST being obtained for the listing and quotation ofthe New K-REIT Units to be issued pursuant to the K-REIT EFR on the SGX-ST and suchapproval not being revoked, suspended or amended and, where such approval issubject to conditions, such conditions being acceptable to RBC Dexia (as trustee ofK-REIT) and to the extent that any conditions for the listing and quotation of the NewK-REIT Units on the SGX-ST are required to be fulfilled on or before the CompletionDate, they are so fulfilled;

(d) K-REIT securing adequate financing for the acquisition of the Sale Shares on terms andconditions approved by its unitholders at a general meeting of K-REIT; and

(e) the approval of the unitholders of K-REIT being obtained for the Placement.

Subject to fulfilment of the conditions precedent (or any of them being waived) under theShare Purchase Agreement, Completion is expected to take place no later than 31 December2007.

3.3 Other salient terms of the Sale

Pursuant to the terms of the Share Purchase Agreement, the Sale Shares shall be sold freefrom encumbrances, and with all rights and advantages attaching thereto as at Completionand on the terms of the Share Purchase Agreement.

In addition, Boulevard has given certain undertakings under the Share Purchase Agreement,including the following:

(a) As the sale of the Sale Shares is made on the assumption that the certificate of statutorycompletion (“CSC”) in respect of the Property will be issued by Completion, on thatbasis, Boulevard shall bear one-third of all project development costs of the Property(the “Project Development Costs”) to be incurred or that is payable by ORQPL fromtime to time or at any time after Completion. For this purpose, Project DevelopmentCosts means all costs, expenses and damages in respect of works (including defectsrectification works) carried out by or on behalf of ORQPL in relation to the design,construction, equipping, fitting out and completion of the Property (the “Project”) upto the date of issue of the CSC in accordance with requirements of, among others, therelevant authorities and the contracts entered into by ORQPL with third parties inconnection with the Project. The liability of Boulevard under this undertaking willcease after the date falling 12 months after the date of issue of the CSC.

(b) Boulevard will indemnify RBC Dexia (as trustee of K-REIT) or at its option, ORQPL, to theextent of one-third of any liability of ORQPL for taxation resulting from or by referenceto any event (other than the sale of the Sale Shares) occurring before Completion or inrespect of any gross receipt, income, profits or gains earned, accrued or received, or anyexpenses or costs incurred or paid by ORQPL on or before Completion. The liability of

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Boulevard under this undertaking shall however exclude, inter alia, any deferred taxliability provided in ORQPL’s audited accounts in relation to any revaluation of theProperty for accounting purposes, any tax liability of ORQPL arising from the disposalof the Property (or any part thereof) by ORQPL after Completion, and any tax liabilityarising from any loss or allowance that (for the purposes of applicable provisions of theIncome Tax Act of Singapore) becomes unavailable to ORQPL due to a substantialchange of its shareholders or due to a change in the business of ORQPL such thatORQPL does not carry on the same trade or business in respect of which such loss orallowance was incurred.

3.4 Other conditions of the Sale

Other principal conditions relating to the Sale are described below:

(a) Boulevard and KLP have also entered into certain collateral agreements in connectionwith the Sale, as follows:

(i) Concurrently with the entry into the Share Purchase Agreement, Boulevard andKLP have entered into the Deed of Income Support with RBC Dexia (as trustee ofK-REIT) under which Boulevard has agreed to effect top-up payments to RBCDexia (as trustee of K-REIT) amounting to one-third of the amount by which theNet Property Income (as defined in the Deed of Income Support) falls short of theguaranteed income amount of the Property for each of the calendar quartersduring the period commencing on 1 October 2007 and ending on 31 December2011. Boulevard’s commitment to pay under the Deed of Income Support isguaranteed by KLP. The top-up payment for any quarterly period shall in anyevent not exceed S$8.0 million (the “Maximum Sum”) (save that in the case of thefirst quarterly period, should the Completion Date be a date after 1 October 2007,the top-up payment and the Maximum Sum shall be adjusted based on the actualnumber of days from the Completion Date until 31 December 2007 (both datesinclusive)). The aggregate of all top-up payments shall not exceed S$103.4 million.RBC Dexia (as trustee of K-REIT) shall bear all goods and services tax, if any,chargeable on each top-up payment.

(ii) Pursuant to the Income Tax Act of Singapore, accumulated tax losses andaccumulated capital allowances of a company will not be available for income taxdeductions in the event of a substantial change in shareholders of a company. Inconnection with the Sale and the Comina Transaction (as defined in section 4 andsection 7.6 of this letter), KLP has executed a deed of tax covenant (the “Deed ofTax Covenant”) in favour of Hongkong Land . Under the Deed of Tax Convenant,KLP has agreed to indemnify Hongkong Land its share of any tax liability arisingfrom the non-availability of accumulated tax losses and accumulated capitalallowances of ORQPL due to a substantial change in shareholders arising from theSale and the Comina Transaction. CKH has given a tax indemnity to HongkongLand on the like basis as the Deed of Tax Covenant.

(b) Upon Completion taking place, the subsisting shareholders’ agreement betweenBoulevard, Freyland, Comina, KLP, Hongkong Land and CKH relating to theirparticipation in and the governance of ORQPL (the “ORQPL Shareholders’ Agreement”)will be terminated, and be replaced by a restated shareholders’ agreement to beentered into by RBC Dexia (as trustee of K-REIT) with the other shareholders of ORQPL(as at Completion) and their parent entities to replace the ORQPL Shareholders’Agreement.

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(c) Raffles Quay Asset Management Pte. Ltd. (“RQAM”) is the current asset manager of theProperty. On 31 August 2007, all the shares held by ORQPL in RQAM were transferredto Hongkong Land (Singapore) Pte. Ltd., Charm Aim International Limited and K-REITAsia Property Management Pte. Ltd. (“KAPM”), in equal proportions on terms agreedbetween such parties (the “RQAM Restructuring”). Prior to the RQAM Restructuring,ORQPL was the sole shareholder of RQAM. KAPM, a wholly-owned subsidiary of theCompany, provides property management services. Upon the completion of the RQAMRestructuring, the shareholders of RQAM have entered into a shareholders’ agreementin relation to the operation of RQAM and to regulate their relationship inter se asshareholders of RQAM. RQAM and ORQPL have also entered into a new assetmanagement agreement relating to the Property to replace the previous assetmanagement agreement that was in place prior to the RQAM Restructuring.

3.5 Acquisition of New K-REIT Units pursuant to the Placement

As at the Latest Practicable Date, the Company understands that K-REIT will be proposing afund raising exercise to finance the acquisition of the one-third interest in the Property fromBoulevard, the related costs and expenses (including stamp duty) of the acquisition1, theexpenses of the fund raising proposal, and to provide working capital. Such fund raisingexercise will entail the issue of New K-REIT Units for offer to retail investors and a placementto institutional and other investors pursuant to the K-REIT EFR, and also an issue ofconvertible bonds.

It is the intention of the Group to accept a placement of such number of New K-REIT Units(the “Placement Units”) pursuant to the K-REIT EFR as would enable the Group to maintainits percentage unitholding in K-REIT immediately post the K-REIT EFR at the equivalent levelheld by it immediately prior to the K-REIT EFR. It is expected that the Group would beoffered the Placement Units at the same price as that offered to institutional and otherinvestors under the placement tranche of the K-REIT EFR. The Group will not be subscribingfor any convertible bonds to be issued by K-REIT.

The total consideration for the Placement Units (the “Placement Consideration”) will besatisfied wholly in cash, and will be funded by internal resources.

The details of the K-REIT EFR, including the actual size and the issue price of the New K-REITunits, and the details of the issue of the convertible bonds, will be determined by K-REITcloser to the date of commencement of the K-REIT fund raising exercise.

Purely for illustrative purposes, assuming that the K-REIT EFR is approximatelyS$612.0 million2 and the Group will take up 40.0% of the New K-REIT Units offered in theK-REIT EFR in order to maintain its level of percentage unitholding, the PlacementConsideration would amount to approximately S$244.8 million (or about 4.3% of theCompany’s market capitalisation as at the Latest Practicable Date).

It should be noted that the actual number of Placement Units to be issued to the Grouppursuant to the Placement and the actual amount of the Placement Consideration will beascertained only at Completion.

1 This will not include the acquisition fee payable to KRAM (the manager of K-REIT) under the trust deed constitutingK-REIT, payment of which will be satisfied by an issuance of new units in K-REIT.

2 This is based on the assumption that K-REIT will be raising funds to pay the Agreed Value of S$941.5 million, and afternetting off the assumed maximum gearing ratio of 35.0% of the Agreed Value (as stipulated under the Property FundGuidelines in the Code of Collective Investment Schemes issued by the Monetary Authority of Singapore).

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4. INFORMATION ON THE PROPERTY

The Property is a prime commercial development located in Singapore’s central businessdistrict. It comprises two office towers of 50-storeys (the “North Tower”) and 29-storeys (the“South Tower”) with an underground link to the Raffles Place MRT station and a car parkhub, and has a net lettable area of approximately 1.3 million sq ft. The Property is a 99-yearleasehold commencing from 13 June 2001.

The Property is a newly completed development with temporary occupation permits for theSouth Tower and the North Tower issued on 24 April 2006 and 26 October 2006 respectively.With direct access to the Raffles Place MRT station and its location in close proximity toMarina Bay, the site of one of two proposed integrated resorts and the new business andfinancial centre, the Property stands out as a quality landmark within Singapore’scommercial landscape that is well-positioned to capitalise on the future growth of thevicinity. The Property is currently fully tenanted. Its major tenants include ABN AMRO AsiaPacific Pte Ltd, Credit Suisse, Deutsche Bank Aktiengesellschaft and Ernst & Young ServicesPte Ltd.

The Property is owned by ORQPL, which is also the developer of the Property. ORQPL wasincorporated on 9 March 2001 and has an issued share capital of S$6 divided into six ordinaryshares which are held in equal proportions by Boulevard and two other shareholders,Freyland and Comina. Freyland and Comina are wholly-owned subsidiaries of HongkongLand and Cheung Kong respectively.

By a share purchase agreement dated 30 July 2007 entered into between, inter alia, Cavelland HSBC Institutional Trust Services (Singapore) Limited (“Suntec REIT Trustee”) (in itscapacity as trustee of Suntec Real Estate Investment Trust (“Suntec REIT”)), Cavell has agreedto sell all its shares in Comina to Suntec REIT (the “Comina Transaction”).

Assuming that the Sale and the Comina Transaction are respectively completed (i) K-REIT willhave a one-third interest in the Property (through its holding of one-third of the issuedshares of ORQPL), (ii) Suntec REIT will have a one-third interest in the Property (through itsownership of Comina, which holds one-third of the issued shares of ORQPL), and (iii)Freyland will continue to have a one-third interest in the Property (through its holding ofone-third of the issued shares of ORQPL). It should be noted, however, that the Sale and theComina Transaction are not inter-dependent. As such, completion of the Sale is notconditional on, or subject to completion of, the Comina Transaction.

5. EVALUATION OF THE FINANCIAL TERMS OF THE SALE AND THE PLACEMENT

In our evaluation of the financial terms of the Sale and the Placement, we have consideredthe following factors which we consider to be pertinent and to have a significant bearing onour assessment:

(a) Rationale and Aggregate Consideration for the Sale;

(b) The Deed of Income Support in relation to the Sale;

(c) Valuation reports prepared by the three independent valuers separately commissionedby Boulevard, KRAM (as manager of K-REIT) and RBC Dexia (as trustee of K-REIT);

(d) Rationale and expected terms of the Placement;

(e) Financial effects of the Sale and the Placement (as set out in section 6 of this letter); and

(f) Other relevant considerations (as set out in section 7 of this letter).

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5.1 Rationale for the Sale and the Placement

We note that the Company is focused on two core businesses of property development andproperty fund management to achieve higher returns.

In the area of property development, the Company is active both in Singapore and overseaswhere the current focus is in China, Vietnam, India and Indonesia. In Singapore, theCompany’s focus is on the office and residential segments. Overseas, as part of its regionalplatform for growth, it is developing townships across Asia (with a strong pipeline oftownship homes potentially exceeding 150 million sq ft of gross floor area) and lifestyleresidential projects which will provide sustainable profits over a long term period. TheCompany’s fund management business aims to provide a stream of stable fee income tocounter balance the cyclical nature of property development earnings. In April 2006, theCompany spun off K-REIT Asia, a prime office REIT as an additional platform to generate feeincome stream.

The Sale will strengthen both the Company’s property development and the property fundmanagement businesses. It will enhance the Company’s ability to take on more developmentprojects. K-REIT will grow by further acquisitions. This will in turn help to build up theCompany’s fee-based income streams with a bigger K-REIT Asia.

The Sale will yield a net gain of about S$221.6 million, after taking into account the incomesupport of S$103.4 million, transaction costs, and the Company’s 40.8% retained unitholdingin K-REIT Asia, and also recurring management fees of about S$7.0 million per annum andan acquisition fee of approximately S$9.4 million. Gross gain from the Sale is about S$473.7million.

Currently, there are vast opportunities in Singapore and the region for the Company tosecure new development projects which will continue to provide good returns. Severaldevelopments have been secured recently. To tap on more of such opportunities so that theCompany’s earnings growth can be sustained going forward, the Sale will enhance theCompany’ capacity to invest by providing net cash proceeds of about S$700.0 million andsignificantly reducing its gearing ratio from 104% to 60% and is, therefore, timely.

5.2 The Aggregate Consideration of the Sale

The consideration for the purchase of the Sale Shares payable to Boulevard for the Sale shallcomprise the Share Consideration and the Loan Consideration:

(a) The Share Consideration which was arrived at on a willing-buyer and willing-sellerbasis, is equal to one-third of the Adjusted NTA Value of ORQPL as at the CompletionDate. The Adjusted NTA Value will be calculated by reference to, among other things,the Agreed Value.

(b) The Loan Consideration for the assignment of the Shareholder’s Loan will be a sumequal to the amount of the Shareholder’s Loan outstanding as at the Completion Date.

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For illustration purposes, we set out below a table tabulating the calculation of theestimated Aggregate Consideration of S$885.2 million as at 31 December 2006:

S$ (million)

Aggregate Value (3 x Agreed Value of S$941.5 million) 2,824.50

Based on the audited accounts of ORQPL for the financial year ended31 December 2006:

Fixed Assets 0.32

Total Current Assets 10.75

Total Current Liabilities (178.01)

Non-Current Liabilities (1,022.05)

Exclusions (comprising Deferred Tax Liabilities and Rent Receivables) (3.25)

Adjusted NTA Value 1,632.26

Share Consideration (13

x Adjusted NTA Value) 544.09

Loan Consideration 341.14

Aggregate Consideration 885.23

For the purpose of the Sale, three independent valuations of the one-third interest in theProperty by Colliers, Knight Frank Pte Ltd (“Knight Frank”) and CB Richard Ellis (Pte) Ltd(“CBRE”) have been separately commissioned by Boulevard, KRAM (as manager of K-REIT)and RBC Dexia (as trustee of K-REIT) respectively (collectively, the “IndependentValuations”). The table below sets out a summary of the Independent Valuations:

Property ValuerDate ofValuation Basis of Valuation

Valuation of the One-ThirdInterest in the Property(including the provision ofguaranteed income supportpursuant to the Deed ofIncome Support)

Colliers 6 July 2007 Open market value basisusing the direct comparisonand investment methods ofvaluation

S$937.6 million

Knight Frank(1) 2 July 2007 Open market value usingthe investment anddiscounted cash flowmethods of valuation

S$941.0 million

CBRE(1) 2 July 2007 Open market value usingthe capitalisation anddiscounted cash flowmethods of valuation

S$941.5 million

Note:

(1) As extracted from the announcement by K-REIT dated 30 July 2007 in respect of the Sale and the Placement.

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From the above, we note that the Agreed Value of S$941.5 million is equal to the highestvaluation amongst the Independent Valuations, and is at premiums of 0.05% and 0.42% tothe independent valuations attributed by Knight Frank and Colliers respectively.

We further note that the Adjusted NTA Value and the Loan Consideration will be reviewedby an independent party (being the auditors of ORQPL) after the Completion Date inaccordance with the terms of the Share Purchase Agreement.

5.3 The Deed of Income Support

In connection with the Sale and pursuant to the Deed of Income Support, Boulevard hadagreed to effect top-up payments to RBC Dexia (as trustee of K-REIT) amounting to one-thirdof the amount by which the Net Property Income (as defined in the Deed of Income Support)falls short of the guaranteed income amount of the Property for each of the calendarquarters during the period commencing on 1 October 2007 and ending on 31 December2011. The top-up payment for any quarterly period shall in any event not exceed theMaximum Sum of S$8.0 million (save that in the case of the first quarterly period, should theCompletion Date be a date after 1 October 2007, the top-up payment and the MaximumSum shall be adjusted based on the actual number of days from the Completion Date until31 December 2007 (both dates inclusive)). Further, the aggregate of all top-up paymentsshall not exceed S$103.4 million.

Colliers had stated in their valuation report of the one-third interest in the Property dated6 July 2007 that the rate of the income support is generally considered to be at market level.

Boulevard has agreed to provide the abovementioned quarterly top-up payments, theaggregate of which is not more than S$103.4 million, from October 2007 to December 2011,as approximately 70% of the Property’s leases were negotiated in 2004 and 2005 at rateswhich are lower than prevailing market rates. For illustration purposes, we set out thefollowing graph which shows the upward trend of rental rates for office space for the period1 January 2004 to 30 June 2007:

Source: Urban Redevelopment Authority, Singapore

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We understand from the Management that the income support to be provided by Boulevardis necessary as the Independent Valuations, on which the Agreed Value was based, reflectcurrent expectations of rental rates of office space in the same vicinity as the Property whilethe majority of the Property’s contracted leases reflect rates then prevailing in 2004 and2005. In other words, if the Property’s contracted leases, the majority of which werenegotiated before 2006 and at rates lower than prevailing market rates, were taken intoaccount instead when negotiating the Agreed Value, then the Agreed Value would havebeen lower than the S$941.5 million agreed upon by all parties to the Sale PurchaseAgreement.

We also understand from the Management that approximately 6.0% and 50.0% of theProperty’s lease contracts will be expiring and due for rent reviews respectively in the periodfrom October 2007 to December 2011. Upon the renewals of such lease contracts or theleasing of these office spaces to new tenants, the new rentals may most likely be at higherrates. As such and assuming expenses are maintainable at current rates, the Net PropertyIncome (as defined in the Deed of Income Support) of the Property may increase.Accordingly, the income support to be provided by Boulevard to K-REIT may reduce.

5.4 Terms of the Placement

As at the Latest Practicable Date, the Company understands that K-REIT will be proposing afund raising exercise which will entail the issue of New K-REIT Units for offer to retailinvestors and a placement to institutional and other investors pursuant to the K-REIT EFR,and also an issue of convertible bonds. It is the intention of the Group to accept a placementof such number of New K-REIT Units pursuant to the K-REIT EFR as would enable the Groupto maintain its percentage unitholding in K-REIT immediately post the K-REIT EFR at theequivalent level held by it immediately prior to the K-REIT EFR.

It is expected that the Group would be offered the Placement Units at the same price as thatoffered to institutional and other investors under the placement tranche of the K-REIT EFR.

The total consideration for the Placement Units will be satisfied wholly in cash and will befunded by internal resources.

6. FINANCIAL EFFECTS OF THE SALE AND/OR THE PLACEMENT

(a) The financial effects of the Sale are as follows:

Assuming the Sale is effected at the Agreed Value of S$941.5 million and based on theaudited consolidated financial statements of the Company for FY2006:

(i) had the Sale been effected on 1 January 2006, the earnings per share of the Groupfor the financial year ended 31 December 2006 would have increased from27.9 cents to 63.1 cents; and

(ii) had the Sale been effected on 31 December 2006, the NTA per share of the Groupas at 31 December 2006 would have increased from S$2.21 to S$2.52.

On the above basis, the Group would expect to realise a net gain of aboutS$221.6 million3 from the Sale for FY2006.

3 This does not take into account the deferred tax impact on the revaluation surplus in respect of the Group’s one-thirdinterest in the Property which would give rise to an additional estimated gain of approximately S$13.9 million underFRS 40 (Investment Property) (“FRS 40”) of the Financial Reporting Standards. FRS 40 came into effect on 1 January2007.

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ORQPL recorded a net profit from the Property’s operations for the half-year ended 30June 2007 of approximately S$2.7 million. The Group’s one-third share of such profit ofapproximately S$0.9 million is not material compared to the unaudited net profits ofthe Group of approximately S$125.5 million for the half-year ended 30 June 2007.

The net asset value attributable to the Group’s one-third interest in the Property as at30 June 2007 of S$466.8 million represents about 29.0% of the Company’s unauditedconsolidated net asset value of approximately S$1,612.2 million as at 30 June 2007.

(b) The financial effects of the Placement are as follows:

As the Placement is to enable the Group to maintain its percentage unitholding inK-REIT immediately post the K-REIT EFR at the equivalent level held by it immediatelyprior to the K-REIT EFR, had the Placement been effected on 1 January 2006, it wouldnot have any material impact on the earnings per share of the Group for FY2006. Hadthe Placement been effected on 31 December 2006, it would not have any materialimpact on the NTA of the Group as at that date.

(c) The proforma combined financial effects of the Sale and the Placement are as follows:

Completion of the Sale is subject to and conditional upon, inter alia, concurrentcompletion of the K-REIT EFR (which includes the Placement). As stated above, as therewould not be any material impact on the earnings per share and the NTA of the Groupas a result of the Placement, the proforma financial effects of the Sale and thePlacement, taken together, is not expected to be materially different from thatdisclosed above.

Accordingly, the proforma combined financial effects of the Transactions as set outbelow are based on historical financial data and are intended for illustration purposesonly. They do not necessarily reflect the future financial position and earnings of theGroup, and are prepared on the following bases and assumptions:

(i) the Sale and the Placement had taken place (1) for the purposes of the balancesheet, on 31 December 2006, being the date to which the latest audited financialyear of the Group, was made up to; and (2) for the purposes of the profit and lossaccount on 1 January 2006, being the start of the latest audited financial year ofthe Group, respectively;

(ii) the Sale is effected at the Agreed Value of S$941.5 million (excluding anypost-completion adjustments), and the acquisition of the Placement Units iseffected at a total Placement Consideration of S$244.8 million; and

(iii) after the Sale and the Placement, the Group continues to own 40.8% of K-REIT.

31 December 2006

Before theSale and the

Placement

After theSale and the

Placement

Impact on Group Earnings

Earnings after tax (S$’000) 200,310 452,991(I)

Weighted average number of shares (’000) 717,624 717,624

Basic earnings per share (cents) 27.9 63.1

Impact on Group NTA

NTA (S$’000)(II) 1,590,934 1,812,524

NTA per share (S$) 2.21 2.52

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31 December 2006

Before theSale and the

Placement

After theSale and the

Placement

Debt-Equity Ratio

Total shareholders’ funds(III) 1,900,952 2,122,542

Net borrowings(IV) 1,969,775 1,275,065

Net debt-equity ratio (%) 104 60

Notes:

(I) This is derived after taking into account the income support of S$103.4 million, transaction costsand the Company’s 40.8% retained unitholding in K-REIT Asia.

(II) The NTA after the Sale and the Placement is arrived at after taking into account estimatedexpenses of S$2.0 million.

(III) “Shareholders’ funds” means the amount represented by the aggregate of the issued and paid upordinary share capital, reserves and minority interests.

(IV) “Net borrowings” means the aggregate amount of borrowings from banks and financialinstitutions and medium term notes, net of cash and fixed deposit balances

7. OTHER RELEVANT CONSIDERATIONS

7.1 The Group’s continued unitholding in K-REIT

Following the Placement, the Group will continue to maintain its percentage unitholding inK-REIT, and thereby continue to participate in K-REIT’s growth and future appreciation in thevalue of the Property. At the same time but more immediately, the Group is expected, basedon the audited consolidated financial statements of the Company for FY 2006, to record anet gain of approximately S$221.6 million through the Sale.

7.2 The Company retains its one-third interest in RQAM

As a result of the RQAM Restructuring, the Company will, through KAPM (instead ofBoulevard), retain its one-third interest in RQAM. The Company will therefore continue toenjoy a recurring annual income in the form of property management fees and leasingcommissions for the Property.

In addition, as the Company retains it one-third shareholding in RQAM, the Company’sinterests in terms of maximising revenues and controlling costs in relation to the Propertycontinue to be safeguarded after the Completion of the Sale. This will help ensure that theincome support to be provided by Boulevard to RBC Dexia (as trustee of K-REIT) will not behigher than necessary.

7.3 The Company continues to wholly-own the manager of K-REIT

The Company continues to wholly own KRAM, which is the manager of K-REIT, irrespectiveof the Sale and the Placement. Upon Completion of the Sale, the Company could reasonablyexpect higher management fees for KRAM as the Property would have enlarged the valueof K-REIT’s Deposited Property (defined as assets for the time being of K-REIT or deemed tobe held upon the trust constituted under the Trust Deed of K-REIT) and the net propertyincome (before KRAM’s management fees and non-operating income and expenses) to beearned by K-REIT.

Further arising from the Sale, the Company, through KRAM, will obtain a one-timeacquisition fee of approximately S$9.4 million.

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7.4 Property Development Costs payable by Boulevard

The Sale has been made on the assumption that the CSC in respect of the Property will beissued by Completion. Therefore, Boulevard will continue to bear one-third of all ProjectDevelopment Costs to be incurred or that is payable by ORQPL from time to time or at anytime after Completion until the grant of the CSC.

7.5 K-REIT’s due diligence process

The Sale and the Placement are also defined as interested person transactions pursuant tothe Property Fund Guidelines under the Code on Collective Investment Schemes from theperspective of K-REIT. Therefore, the Sale and the Placement must comply with therequirements of the Property Fund Guidelines, which would include the following:

(a) in respect of the Sale and the Placement, that K-REIT enters into interested persontransactions on an arm’s length basis and on normal commercial terms, which generallyshould not be more favourable than those extended to unrelated third parties; and

(b) in respect of the Sale, a valuation from an independent valuer in accordance with theapplicable requirements under paragraph 8 of the Property Fund Guidelines beobtained.

We further note that in accordance with K-REIT’s internal control system (as stipulated in itsintroductory document dated 20 March 2006), RBC Dexia (as trustee of K-REIT) would havebeen required to review the terms of the Sale and the Placement to ensure that the Sale andthe Placement are to be conducted at arm’s length, on normal commercial terms and thatthey comply with the requirements relating to interested party transactions of the PropertyFund Guidelines as well as the guidelines prescribed by the SGX-ST in respect of real estateinvestment trusts.

7.6 The Comina Transaction

On 30 July 2007, it was announced by Cheung Kong (Holdings) Limited (“Cheung Kong”)that through a share purchase agreement dated 30 July 2007 entered into between, interalia, Cavell and Suntec REIT Trustee, Cavell has agreed to sell all its shares in Comina toSuntec REIT with respect to Comina’s corresponding one-third interest in ORQPL (the“Comina Transaction”). Cavell is a wholly-owned subsidiary of Cheung Kong.

The Comina Transaction and the Sale are not inter-dependent and the completion of theSale is not conditional on, or subject to the completion of the Comina Transaction.

We note that the major terms for the Sale and the Comina Transaction are similar, given thefollowing:

(a) The consideration of the Comina Transaction is approximately S$941.5 million minusthe face value of a loan to be extended by Suntec REIT Trustee to ORQPL for itsrepayment of the outstanding loan provided by Joynote Ltd, and subject toadjustments calculated based on one-third of the net asset value of ORQPL as at thedate of completion of the sale of the entire issued share capital of Comina by Cavellunder the sale and purchase agreement. Joynote Ltd is a wholly-owned subsidiary ofCavell; and

(b) In addition, Cavell had entered into a deed of income support with Suntec REIT Trusteewhereby Cavell will pay Suntec REIT quarterly instalments for not more than 54 monthsand up to an aggregate amount of approximately S$103.4 million (inclusive of goodsand services tax, if any).

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8. OPINION

In arriving at our opinion in respect of the Sale and the Placement, we have deliberated onvarious factors which we consider to be pertinent and to have a significant bearing on ourassessment of the Sale and the Placement, including, inter alia, the following:

(a) The Sale will strengthen both the Company’s property development and the propertyfund management businesses. It will enhance the Company’s ability to take on moredevelopment projects. K-REIT will grow by further acquisitions. This will in turn help tobuild up the Company’s fee-based income streams with a bigger K-REIT Asia.

(b) The Share Consideration was arrived at on a willing-buyer and willing-seller basis andis equal to one-third of the Adjusted NTA Value of ORQPL as at the Completion Date.The Adjusted NTA Value will be calculated by reference to, among other things, theAgreed Value, and will be reviewed by an independent party (being the auditors ofORQPL) after the Completion Date in accordance with the terms of the Share PurchaseAgreement.

(c) In order to arrive at the Agreed Value, Boulevard, KRAM (as manager of K-REIT) andRBC Dexia (as trustee of K-REIT) had separately commissioned three independentvaluers, namely Colliers, Knight Frank and CBRE respectively, to value the one-thirdinterest in the Property. We note that the Agreed of S$941.5 million is equal to thehighest valuation amongst the Independent Valuations, and is at premiums of 0.05%and 0.42% to the independent valuations attributed by Knight Frank and Colliersrespectively.

(d) We understand from the Management that income support by Boulevard, theaggregate of which is not more than S$103.4 million, is necessary as the IndependentValuations, on which the Agreed Value was based, reflect current expectations ofrental rates of office space in the same vicinity as the Property while the majority of theProperty’s contracted leases reflect rates then prevailing in 2004 and 2005.

(e) Colliers had stated in their valuation report of the one-third interest in the Property asat 6 July 2007 that the rate of the income support is generally considered to be atmarket level.

(f) We also understand from the Management that as approximately 6.0% and 50.0% ofthe Property’s lease contracts will be expiring and due for rent reviews respectively inthe period from October 2007 to December 2011, and assuming expenses aremaintainable at current rates, the Net Property Income (as defined in the Deed ofIncome Support) of the Property may increase and accordingly, the income support byBoulevard to K-REIT may reduce.

(g) It is expected that the Group, in order to maintain its percentage unitholding in K-REITimmediately post the K-REIT EFR at the equivalent level as that held by it immediatelyprior to the K-REIT EFR, will be offered and it will subscribe for the Placement Units atthe same price as that offered to institutional and other investors under the placementtranche of the K-REIT EFR. The total consideration for the Placement Units will besatisfied wholly in cash and will be funded by internal resources.

(h) In maintaining its percentage unitholding in K-REIT, the Company is expected tocontinue to participate in K-REIT’s growth and future appreciation in the value of theProperty.

(i) The Sale would be earnings and NTA accretive to the Company. Specifically, assumingthat the Sale is effected at the Agreed Value of S$941.5 million and based on theaudited consolidated financial statements of the Company for FY2006 and (i) had theSale been effected on 1 January 2006, the earnings per share of the Group would haveincreased from 27.9 cents to 63.1 cents; and (ii) had the Sale been effected in FY2006,the NTA per share of the Group would have increased from S$2.21 to S$2.52.

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(j) the Company will, through KAPM (instead of Boulevard), retain its one-third interest inRQAM. The Company will therefore continue to enjoy a recurring annual income in theform of property management fees and leasing commissions for the Property.

(k) Upon Completion of the Sale, the Company can reasonably expect higher managementfees for KRAM as the Property would have enlarged the value of K-REIT’s DepositedProperty and the net property income (before KRAM’s management fees and non-operating income and expenses) to be earned by K-REIT. Further arising from the Sale,the Company, through KRAM, will obtain a one time acquisition fee of approximatelyS$9.4 million.

(l) The Sale and the Comina Transaction, although independent in nature, have similartransaction terms, in particular their reference to a valuation of S$941.5 million for theone-third interest in the Property and the provision of income support of not morethan approximately S$103.4 million.

Having regard to the considerations set out in this letter and the information available asat the Latest Practicable Date, we are of the opinion that, on balance, the financial terms ofthe Sale and the Placement are on normal commercial terms and are not prejudicial to theinterests of the Company and its Minority Shareholders.

Independent Directors should also note that transactions in the shares of the Company(“Shares”) are subject to possible market fluctuations and accordingly, our opinion on theSale and the Placement does not and cannot take into account the future transactions orprice levels that may be established for the Shares since these are governed by factorsbeyond the ambit of our review.

This letter has been prepared to the Independent Directors for their benefit, in connectionwith and for the purpose of their consideration of the financial terms of the Sale and thePlacement only. The recommendation made by the Independent Directors to the MinorityShareholders in relation to the Sale and the Placement shall remain the sole responsibility ofthe Independent Directors.

Whilst a copy of this letter may be reproduced in the Circular, neither the Company nor theDirectors may reproduce, disseminate or quote this letter (or any part thereof) for any otherpurpose at any time and in any manner without the prior written consent of PPCF in eachspecific case. This opinion is governed by, and construed in accordance with, the laws ofSingapore, and is strictly limited to the matters stated herein and does not apply byimplication to any other matter. Nothing herein shall confer or be deemed or is intended toconfer any right of benefit to any other third party and the Contracts (Rights of ThirdParties) Act, Chapter 53B of Singapore and any amendments thereto shall apply.

Yours faithfully,For and on behalf ofPRIMEPARTNERS CORPORATE FINANCE PTE. LTD.

MARK LIEWDIRECTOR, CORPORATE FINANCE

GILLIAN GOHSENIOR MANAGER, CORPORATE FINANCE

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APPENDIX B

VALUATION CERTIFICATE IN RESPECT OFTHE ONE-THIRD INTEREST IN THE PROPERTY

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APPENDIX C

GENERAL INFORMATION

1. DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTERESTS

1.1 Directors’ interests. Except as disclosed below, none of the Directors has any interest, director indirect, in the share capital of the Company and/or units of K-REIT as at the LatestPracticable Date:

Direct Interest Deemed InterestNo. of Sharescomprised inoutstanding

share optionsDirectors No. of Shares % No. of Shares %

Kevin Wong Kingcheung 1,239,400 0.17 — — 500,000

Edward Lee Kwong Foo 50,000 0.01 — — —

Direct Interest Deemed Interest

DirectorsNo. of

K-REIT units %No. of

K-REIT units %

Kevin Wong Kingcheung 247,880 0.10 — —

Notes:

(1) Based on the Company’s Register of Directors’ Shareholdings as at the Latest Practicable Date.

(2) Percentage shareholding interests in the above tables are based on 719,952,581 issued Shares as at the LatestPracticable Date, and 242,698,853 issued units of K-REIT as at the Latest Practicable Date.

1.2 Substantial Shareholders’ interests. The Substantial Shareholders and their interests inissued Shares as at the Latest Practicable Date, based on the Company’s Register ofSubstantial Shareholders, are as follows:

Direct Interest Deemed InterestSubstantial Shareholders No. of Shares % No. of Shares %

Temasek — — 384,232,733 53.4

Keppel Corporation 379,697,733 52.7 — —

Notes:

(1) Temasek holds direct and deemed interest of approximately 22.0% of the issued shares of Keppel Corporation,and is deemed to be interested in the Shares held by Keppel Corporation in the Company.

(2) Percentage shareholding interests in the above table is based on 719,952,581 issued Shares as at the LatestPracticable Date.

2. CONSENTS

PPCF has given and has not withdrawn its written consent to the issue of this Circular withthe inclusion of its name and its letter to the Indepdendent Directors, and all referencesthereto, in the form and context in which they appear in this Circular.

Colliers has given and has not withdrawn its written consent to the issue of this Circular withthe inclusion of its name and its Valuation Certificate, and all references thereto, in the formand context in which they appear in this Circular.

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3. GENERAL INFORMATION RELATING TO CHAPTER 9 OF THE LISTING MANUAL

Chapter 9 of the Listing Manual governs transactions between a listed company, as well astransactions by its subsidiaries and associated companies that are considered to be “at risk”,with the listed company’s interested persons.

Except for any transaction which is below S$100,000 in value and certain transactions which,by reason of the nature of such transactions, are not considered to put the listed companyat risk to its interested person and hence are excluded from the ambit of Chapter 9, whenthis Chapter applies to a transaction with an interested person and the value of thetransaction alone or on aggregation with other transactions conducted with the sameinterested person during the financial year reaches or exceeds certain materiality thresholds(which are based on the group’s latest audited NTA), the listed company is required to makean immediate announcement, or to make an immediate announcement and seek itsshareholders’ approval for the transaction. In particular, shareholders’ approval is requiredfor an interested person transaction of a value equal to, or exceeding:

(a) 5.0% of the group’s latest audited NTA; or

(b) 5.0% of the group’s latest audited NTA, when aggregated with the values of all othertransactions entered into with the same interested person (as such term is construedunder Chapter 9 of the Listing Manual) during the same financial year.

Chapter 9 of the Listing Manual, however, allows a listed company to seek a mandate fromits shareholders for recurrent transactions of a revenue or trading nature or those necessaryfor its day-to-day operations such as the purchase and sale of supplies and materials (but notfor the purchase or sale of assets, undertakings or businesses) which may be carried out withthe listed company’s interested persons. A general mandate is subject to annual renewal.

For the purposes of Chapter 9 of the Listing Manual:

— an “entity at risk” means:

(i) the listed company;

(ii) a subsidiary of the listed company that is not listed on the SGX-ST or an approvedexchange;

(iii) an associated company of the listed company that is not listed on the SGX-ST oran approved exchange, provided that the listed company and/or its subsidiaries(the “listed group”), or the listed group and its interested person(s), has controlover the associated company;

— an “interested person” means a director, chief executive officer or controllingshareholder of the listed company or an associate of such director, chief executiveofficer or controlling shareholder;

— an “associate” in relation to an interested person who is a director, chief executiveofficer or controlling shareholder, includes an immediate family member (that is, thespouse, child, adopted child, step-child, sibling or parent) of such director, chiefexecutive officer or controlling shareholder, the trustees of any trust of which thedirector/his immediate family, the chief executive officer/his immediate family or thecontrolling shareholder/his immediate family is a beneficiary, or in the case of adiscretionary trust, is a discretionary object, and any company in which the director/hisimmediate family, the chief executive officer/his immediate family or the controllingshareholder/his immediate family has or have an aggregate interest (directly orindirectly) of 30.0% or more, and, where a controlling shareholder is a corporation, itssubsidiary or holding company or fellow subsidiary or a company in which it and/orthey have (directly or indirectly) an interest of 30.0% or more;

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— an “approved exchange” means a stock exchange that has rules which safeguard theinterests of shareholders against interested person transactions according to similarprinciples as Chapter 9;

— an “interested person transaction” means a transaction between an entity at risk andan interested person;

— a “transaction” includes the provision or receipt of financial assistance; the acquisition,disposal or leasing of assets; the provision or receipt of services; the issuance orsubscription of securities; the granting of or being granted options; and theestablishment of joint ventures or joint investments, whether or not entered into in theordinary course of business, and whether entered into directly or indirectly; and

— in interpreting the term “same interested person” for the purpose of aggregation ofthe values of all transactions entered into with the same interested person during thesame financial year under Rules 905 and 906 of Chapter 9 of the Listing Manual, thefollowing applies:

(i) transactions between an entity at risk and interested persons who are members ofthe same group are deemed to be transactions between the entity at risk with thesame interested person; and

(ii) if an interested person (which is a member of a group) is listed, its transactionswith the entity at risk need not be aggregated with transactions between theentity at risk and other interested persons of the same group, provided that thelisted interested person and other listed interested persons have boards themajority of whose directors are different and are not accustomed to act on theinstructions of the other interested persons and their associates and have auditcommittees whose members are completely different.

4. PREVIOUS INTERESTED PERSON TRANSACTIONS DURING FY 2007

Other than transactions less than S$100,000 in value, and transactions carried out under theCompany’s Shareholders’ Mandate for transactions with interested persons (which wasrenewed at the Company’s Annual General Meeting held on 29 April 2007 until the nextAnnual General Meeting of the Company), the Company has not entered into any otherinterested person transactions since the beginning of FY 2007 up to the Latest PracticableDate.

Save as aforesaid, no interested person transaction other than the Transactions has beenentered into with Keppel Corporation and its associates (including K-REIT) since thebeginning of FY 2007 up to the Latest Practicable Date.

5. DOCUMENTS FOR INSPECTION

The following documents may be inspected at the registered office of the Company duringnormal business hours from the date of this Circular up to and including the date of theEGM:

(a) the Share Purchase Agreement, the Deed of Income Support and the other documentsreferred to in Paragraph 2.3 of this Circular;

(b) the Valuation Certificate in respect of the one-third interest in the Property referred toin Appendix B of this Circular and the formal Valuation Report from which theaforesaid Certificate was prepared;

(c) the respective consents referred to in Paragraph 2 of this Appendix C.

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KEPPEL LAND LIMITEDCo Reg No: 189000001G

(Incorporated in Singapore)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Company will be held atFour Seasons Hotel Singapore, Four Seasons Ballroom (2nd Floor), 190 Orchard Boulevard,Singapore 248646 on Thursday, 11 October 2007 at 10.30 a.m. for the purpose of considering and,if thought fit, passing with or without any modifications the following resolution which will beproposed as an Ordinary Resolution:

ORDINARY RESOLUTION

Approval of the Sale and the Placement

That:

(a) approval be and is hereby given for:

(i) the sale by Boulevard Development Pte Ltd (“Boulevard”), an indirect wholly-ownedsubsidiary of the Company, of its one-third interest in the property known as “OneRaffles Quay” (the “Property”) to be effected via the sale of Boulevard’s entire holdingof one-third of the issued shares (the ”Sale Shares”) in the capital of One Raffles QuayPte Ltd (“ORQPL”), the owner and developer of the Property, and an assignment of theshareholder’s loans and accrued interest (if any) thereon (the “Shareholder’s Loan”)extended by Boulevard to ORQPL, at the consideration for the Sale Shares and theconsideration for the assignment of the Shareholder’s Loan as respectively set out in,and upon the terms and subject to the conditions of, the share purchase agreement(the “Share Purchase Agreement”) dated 30 July 2007 made between (i) Boulevard, asvendor, (ii) Keppel Land Properties Pte Ltd (a wholly-owned subsidiary of theCompany), as guarantor, and (iii) RBC Dexia Trust Services Singapore Limited (in itscapacity as trustee of K-REIT Asia), as purchaser, as more particularly described in theCompany’s Circular to Shareholders dated 22 September 2007 (the “Sale”); and

(ii) in conjunction with the Sale, the acquisition by the Company and/or such of itssubsidiaries as it may designate (collectively, the “Keppel Land Group”) pursuant to thePlacement (as referred to in the Circular) of such number of new units of K-REIT Asia tobe offered and placed by K-REIT Asia to the Keppel Land Group under a proposedequity fund raising exercise by K-REIT Asia, with the intent that the Keppel Land Groupshall immediately following K-REIT Asia’s equity fund raising exercise, maintain itspercentage unitholding in K-REIT Asia immediately post K-REIT Asia’s equity fundraising exercise at the equivalent level held by it immediately prior to such exercise; and

(b) the Directors of the Company be and are hereby authorised to do and complete all such acts,deeds, documents and things as may be considered necessary or expedient for the purposesof giving effect (as the case requires) to either of the aforesaid transactions and/or thisresolution.

By Order of the Board

Choo Chin Teck/Yeo Kah TiangJoint Company SecretariesSingapore, 22 September 2007

Notes:

1. A member entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint one or two proxiesto attend and vote in his stead. A proxy need not be a member of the Company.

2. The instrument appointing the proxy must be lodged at the Company’s registered office at 230 Victoria Street #15-05,Bugis Junction Towers, Singapore 188024 not less than 48 hours before the time appointed for the ExtraordinaryGeneral Meeting.

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Proxy Form

:

EXTRAORDINARY GENERAL MEETING

IMPORTANT:

1. For investors who have used their CPF monies to buy KEPPEL LANDLIMITED shares, this Circular to Shareholders is forwarded to them at therequest of their CPF Approved Nominees and is sent solely FORINFORMATION ONLY.

2. This Proxy Form is not valid for use by CPF investors and shall be ineffectivefor all intents and purposes if used or purported to be used by them.

3. CPF investors who wish to attend the Extraordinary General Meeting asobservers must submit their requests through their CPF ApprovedNominees within the time frame specified. Any voting instructions mustalso be submitted to their CPF Approved Nominees within the time framespecified to enable them to vote on the CPF investor’s behalf.

I/We (Name)of (Address)being a member/members of KEPPEL LAND LIMITED (the “Company”) hereby appoint:

Name Address

NRIC/PassportNumber

Proportion of Shareholdings

No. of shares %

and/or (delete as appropriate)

Name Address NRIC/PassportNumber

Proportion of Shareholdings

No. of shares %

as my/our proxy/proxies to attend and to vote for me/us on my/our behalf and, if necessary, todemand a poll, at the Extraordinary General Meeting of the Company to be held on Thursday, 11October 2007, at Four Seasons Hotel Singapore, Four Seasons Ballroom (2nd Floor), 190 OrchardBoulevard, Singapore 248646 at 10.30 a.m. and at any adjournment thereof.

I/We direct my/our proxy/proxies to vote for or against the Ordinary Resolution to be proposed atthe Meeting as indicated hereunder. If no specific direction as to voting is given, the proxy/proxieswill vote or abstain from voting at his/their discretion, as he/they will on any other matter arisingat the Meeting.

Ordinary Resolution

To be used ona show of hands

To be used inthe event of a poll

For* Against* Number ofvotesFor**

Number ofvotes

Against**

Approval of the Sale and the Placement

# If you wish to appoint any of Mr Lim Chee Onn (the Chairman), Mr Choo Chiau Beng, Mr Teo Soon Hoe, Mr KevinWong Kingcheung, Prof Tsui Kai Chong and/or Mrs Lee Ai Ming as your proxy/proxies for the Meeting, you shouldgive specific instructions in your Proxy Form as to the manner in which your vote is to be cast in respect of theOrdinary Resolution.

* Please indicate your vote “For” or “Against” with a “�“ within the box provided.** If you wish to exercise all your votes “For” or “Against” the resolution, please indicate with a “�” within the box

provided. Alternatively, please indicate the number of votes as appropriate.

Dated this day of 2007.

Total number of Shares held

Signature(s) of Member(s)/Common Seal

IMPORTANT: Please read notes on the reverse carefully before completing the Proxy Form

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Notes for Proxy Form

1. Please insert the total number of Shares held by you. If you have Shares entered against your name in the DepositoryRegister (as defined in Section 130A of the Companies Act, Chapter 50 of Singapore), you should insert that numberof Shares. If you have Shares registered in your name in the Register of Members, you should insert that number ofShares. If you have Shares entered against your name in the Depository Register and Shares registered in your namein the Register of Members, you should insert the aggregate number of Shares entered against your name in theDepository Register and registered in your name in the Register of Members. If no number is inserted, the instrumentappointing a proxy or proxies shall be deemed to relate to all Shares held by you.

2. A member entitled to attend and vote at the Meeting is entitled to appoint one or two proxies to attend and votein his stead. A proxy need not be a member of the Company. Where a member appoints more than one proxy, he shallspecify the proportion of his shareholding to be represented by each proxy. If no such proportion or number isspecified, the first named proxy shall be deemed as representing 100.0% of the shareholding and the second namedproxy shall be deemed as an alternate to the first named.

3. Completion and return of this instrument appointing a proxy shall not preclude a member from attending and votingat the Meeting. Any appointment of a proxy or proxies shall be deemed to be revoked if a member attends theMeeting in person, and in such event, the Company reserves the right to refuse to admit any person or personsappointed under the instrument of proxy, to the Meeting.

4. The instrument appointing a proxy or proxies must be deposited at the Company’s registered office at 230 VictoriaStreet #15-05, Bugis Junction Towers, Singapore 188024 not less than 48 hours before the time set for the Meeting.

5. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney dulyauthorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must beexecuted either under its common seal or under the hand of its attorney or duly authorised officer.

6. Where an instrument appointing a proxy is signed on behalf of the appointor by an attorney, the letter or power ofattorney or a duly certified copy thereof must (failing previous registration with the Company) be lodged with theinstrument of proxy, failing which the instrument may be treated as invalid.

7. The Company shall be entitled to reject an instrument of proxy which is incomplete, improperly completed, illegibleor where the true intentions of the appointor are not ascertainable from the instructions of the appointor specifiedon the instrument of proxy. In addition, in the case of Shares entered in the Depository Register, the Company mayreject an instrument of proxy if the member, being the appointor, is not shown to have Shares entered against hisname in the Depository Register as at 48 hours before the time appointed for holding the Meeting, as certified byThe Central Depository (Pte) Limited to the Company.

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The Joint Company SecretariesKEPPEL LAND LIMITED230 Victoria Street#15-05, Bugis Junction TowersSingapore 188024

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