Obbligazione United Global Bank Ltd 4% ( SG72C9000002 ) in SGD

United Global Bank Ltd

100 SGD ⇌

Singapore

SG72C9000002 ( in SGD )

4% per anno ( pagato 2 volte l'anno)

perpetue

Prospetto opuscolo dell'obbligazione United Overseas Bank Ltd SG72C9000002 en SGD 4%, scadenza perpetue

250 000 SGD

750 000 000 SGD

18/05/2026 ( In 44 giorni )

United Overseas Bank Ltd (UOB) è una banca multinazionale con sede a Singapore, operante in Asia e nel resto del mondo, offrendo una vasta gamma di servizi finanziari a clienti individuali e aziendali.

The Obbligazione issued by United Global Bank Ltd ( Singapore ) , in SGD, with the ISIN code SG72C9000002, pays a coupon of 4% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is perpetue

11 May 2016

Dear Sirs

Proposed issue of Additional Tier 1 Perpetual Capital Securities (the "Capital Securities") by United
Overseas Bank Limited (the "Bank")

The Bank is proposing to undertake an offering (the "Offer") of the Capital Securities on the terms set out in a
offering circular dated 11 May 2016 (the "Offering Circular") which is being sent to you with this letter.

The Capital Securities are complex financial instruments and are not a suitable or appropriate investment for all
investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or guidance
with respect to the offer or sale of securities such as, or with features similar to those of, the Capital Securities to
retail investors.

In particular, in June 2015, the U.K. Financial Conduct Authority (the "FCA") published the Product Intervention
(Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, which took effect from 1 October
2015 (the "PI Instrument").

Under the rules set out in the PI Instrument (as amended or replaced from time to time, the "PI Rules"):

i.
certain contingent write-down or convertible securities (including any beneficial interests therein), such as
the Capital Securities, must not be sold to retail clients in the EEA; and

ii.
there must not be any communication or approval of an invitation or inducement to participate in, acquire or
underwrite such securities (or the beneficial interest in such securities) where that invitation or inducement
is addressed to or disseminated in such a way that it is likely to be received by a retail client in the EEA (in
each case, within the meaning of the PI Rules), other than in accordance with the limited exemptions set out
in the PI Rules.

By purchasing, or making or accepting an offer to purchase, any Capital Securities from the Bank and/or United
Overseas Bank Limited, Credit Suisse (Singapore) Limited, The Hongkong and Shanghai Banking Corporation Limited
and Standard Chartered Bank (the "Joint Lead Managers and Bookrunners"), you represent, warrant, agree with
and undertake to the Bank and each of the Joint Lead Managers and Bookrunners that:

(a)
you are not a retail client in the EEA (as defined in the United Kingdom Financial Conduct Authority's
handbook);

(b)
you will not sell or offer the Capital Securities to retail clients in the EEA or do anything (including
the distribution of the Offering Circular) that would or might result in the buying of the Capital
Securities or the holding of a beneficial interest in the Capital Securities by a retail client in the EEA,
other than in relation to any sale or offer to sell Capital Securities to a retail client in any EEA Member
State, where: (i) you have conducted an assessment and concluded that the relevant retail client
understands the risks of an investment in the Capital Securities and is able to bear the potential losses
involved in an investment in the Capital Securities; and (ii) you have at all times acted in relation to
such sale or offer in compliance with the Markets in Financial Instruments Directive (2004/39/EC)
("MiFID") to the extent it applies to you or, to the extent MiFID does not apply to you, in a manner which
would be in compliance with MiFID if it were to apply to you; and

(c)
you have complied and will at all times comply with all applicable laws, regulations and regulatory
guidance (whether inside or outside the EEA) relating to the promotion, offering, distribution and/or sale
of the Capital Securities, including any such laws, regulations and regulatory guidance relating to
determining the appropriateness and/or suitability of an investment in the Capital Securities by
investors in any relevant jurisdiction.

Where you are acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making
or accepting an offer to purchase, any Capital Securities from the Bank and/or the Joint Lead Managers and
Bookrunners the foregoing representations, warranties, agreements and undertakings will be given by and be
binding upon both you as agent and your underlying client.

You acknowledge that the Joint Lead Managers and Bookrunners will rely upon the truth and accuracy of the
representations, warranties, agreements and undertakings set forth herein and is entitled to rely upon this letter and
is irrevocably authorised to produce this letter or a copy hereof to any interested party in any administrative or legal
proceeding or official inquiry with respect to the matters covered hereby. This letter is additional to, and shall not
replace, the obligations set out in any pre-existing general engagement terms entered into between you and the Joint
Lead Managers and Bookrunners relating to the matters set out herein.

Capitalised but undefined terms used in this letter shall have the meaning given to them in the Offering Circular.

This document is not an offer to sell or an invitation to buy any Capital Securities.

Your offer or agreement to buy any Capital Securities will be evidence of your acceptance of the terms of this
letter.

This letter and any non-contractual obligations arising out of or in connection with it are governed by Singapore
law.

The courts of Singapore have exclusive jurisdiction to settle any dispute arising out of or in connection with this
letter (including a dispute relating to the existence or validity of this letter or any non-contractual obligations arising
out of or in connection with this letter) or the consequences of its nullity.

Should you require any further information, please do contact us.

Yours faithfully

The Joint Lead Managers and Bookrunners

IMPORTANT NOTICE
NOT FOR DISTRIBUTION IN THE UNITED STATES.
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached offering circular. You
are advised to read this disclaimer carefully before accessing, reading or making any other use of the attached offering circular. In accessing the attac hed
offering circular, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive
any information from us as a result of such access.

Confirmation of Your Representation: The attached offering circular is being sent at your request and by accepting the e-mail and accessing the
attached offering circular, you shall be deemed to have represented to us that (1) to the extent you purchase the securities described in the attached offering
circular, you will be doing so pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and (2) that you consent to
delivery of the attached offering circular and any amendments or supplements thereto by electronic transmission. The attached document has been made
available to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of
transmission and consequently none of Credit Suisse (Singapore) Limited, The Hongkong and Shanghai Banking Corporation Limited, Standard Chartered
Bank and United Overseas Bank Limited (the "Joint Lead Managers and Bookrunners") nor any person who controls any of them nor any of their
respective directors, officers, employees, representatives or affiliates accepts any liability or responsibility whatsoever in respect of any discrepancies between
the document distributed to you in electronic format and the hard copy version. United Overseas Bank Limited will provide a hard copy version to you
upon request.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED
STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES ARE SUBJECT TO U.S. TAX LAW
REQUIREMENTS AND RESTRICTIONS AND HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR
THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION AND MAY NOT BE OFFERED OR SOLD WITHIN THE
U.S., EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.
Except with respect to eligible investors in jurisdictions where such offer is permitted by law, nothing in this electronic transmission constitutes an
offer or an invitation by or on behalf of either United Overseas Bank Limited of the securities or the Joint Lead Managers and Bookrunners to subscribe for or
purchase any of the securities described therein, and access has been limited so that it shall not constitute in the United States or elsewhere a general
solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or directed selling efforts (within the meaning of
Regulation S under the Securities Act).

The attached offering circular or any materials relating to the offering do not constitute, and may not be used in connection with, an offer or
solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer
and any of the Joint Lead Managers and Bookrunners or their affiliates is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be
made by that Joint Lead Manager and Bookrunner or such affiliate on behalf of United Overseas Bank Limited in such jurisdiction.

You are reminded that you have accessed the attached offering circular on the basis that you are a person into whose possession the attached o ffering
circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorised to deliver
this document, electronically or otherwise, to any other person. If you have gained access to this transmission contrary to the foregoing restrictions, you
will be unable to purchase any of the securities described therein.

The Capital Securities (as defined in the attached offering circular) are complex financial instruments and are not a suitable or appropriate investment
for all investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or guidance with respect to the offer or sale of
securities such as, or with features similar to those of, the Capital Securities to retail investors.

By purchasing, or making or accepting an offer to purchase, any Capital Securities from United Overseas Bank Limited and/or the Joint Lead
Managers and Bookrunners, each prospective investor represents, warrants, agrees with and undertakes to the Issuer and each of the Joint Lead Managers and
Bookrunners that:

(a)
it is not a retail client in the EEA (as defined in the United Kingdom Financial Conduct Authority's handbook);

(b)
it will not sell or offer the Capital Securities to retail clients in the EEA or do anything (including the distribution of the attached offering
circular) that would or might result in the buying of the Capital Securities or the holding of a beneficial interest in the Capital Securities by a retail client in the
EEA, other than in relation to any sale or offer to sell Capital Securities to a retail client in any EEA Member State, where: (i) it has conducted an assessment
and concluded that the relevant retail client understands the risks of an investment in the Capital Securities and is able to bear the potential losses involved in
an investment in the Capital Securities; and (ii) it has at all times acted in relation to such sale or offer in compliance with Markets in Financial Instruments
Directive (2004/39/EC) ("MiFID") to the extent it applies to it or, to the extent MiFID does not apply to it, in a manner which would be in compliance with
MiFID if it were to apply to it; and

(c)
it has complied and will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside or outside the
EEA) relating to the promotion, offering, distribution and/or sale of the Capital Securities, including any such laws, regulations and regulatory guidance
relating to determining the appropriateness and/or suitability of an investment in the Capital Securities by investors in any relevant jurisdiction.

Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accepting an offer to purchase, any Capital
Securities from United Overseas Bank Limited and/or the Joint Lead Managers and Bookrunners, the foregoing representations, warranties, agreements and
undertakings will be given by and be binding upon both the agent and its underlying client.

Actions that You May Not Take: If you receive this document by e-mail, you should not reply by e-mail to this announcement, and you may not
purchase any securities by doing so. Any reply e-mail communications, including those you generate by using the "Reply" function on your e-mail software,
will be ignored or rejected.

YOU ARE NOT AUTHORISED AND YOU MAY NOT FORWARD OR DELIVER THE ATTACHED OFFERING CIRCULAR,
ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR REPRODUCE SUCH OFFERING CIRCULAR IN ANY MANNER
WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT AND THE ATTACHED OFFERING
CIRCULAR IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A
VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

You are responsible for protecting against viruses and other destructive items. If you receive this document by e-mail, your use of this e-mail is
at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.

Offering Circular dated 11 May 2016

United Overseas Bank Limited
(incorporated with limited liability in the Republic of Singapore)
(Company Registration Number 193500026Z)

S$750,000,000 4 per cent. Non-Cumulative Non-Convertible Perpetual Capital
Securities
Issue price: 100 per cent.

The S$750,000,000 4 per cent. Non-Cumulative Non-Convertible Perpetual Capital Securities (the "Capital Securities") will be issued by United
Overseas Bank Limited ("UOB" or the "Issuer") and will be constituted by a trust deed to be entered into between the Issuer and DB International Trust
(Singapore) Limited, as trustee (the "Trustee"). Capitalised terms used herein shall have the same meaning as defined in the Terms and Conditions of the
Capital Securities (the "Conditions") (see "Terms and Conditions of the Capital Securities").
Distributions will be calculated (1) at the rate of 4 per cent. per annum of the Prevailing Principal Amount in respect of the period from (and
including) 18 May 2016 (the "Issue Date") to (but excluding) 18 May 2021 (the "First Call Date"); and (2) at the Relevant Reset Distribution Rate of the
Prevailing Principal Amount in respect of the period from (and including) the First Call Date and each Reset Date falling thereafter to (but excluding) the
immediately following Reset Date, and will be payable semi-annually in arrear on 18 May and 18 November of each year (each, a "Distribution Payment
Date") subject to the cancellation of Distributions (see "Terms and Conditions of the Capital Securities Distribution Cancellation").
The Issuer may, at its sole discretion, elect to cancel any Distribution which is otherwise scheduled to be paid on a Distribution Payment Date by
giving notice of such election to the Securityholders, the Trustee and the Agents at least 10 business days prior to the rele vant Distribution Payment Date. In
addition, the Issuer will not be obliged to pay, and will not pay, any Distribution on the relevant Distribution Payment Date if: (a) the Issuer is prevented by
applicable Singapore banking regulations or other requirements of the Monetary Authority of Singapore (the "MAS") from making payment in full of
dividends or other distributions when due on Parity Obligations; (b) such payment on Parity Obligations would cause a breach of the MAS' published
consolidated or unconsolidated capital adequacy requirements from time to time applicable to the Issuer; or (c) the Issuer has insufficient Distributable
Reserves.
The Capital Securities constitute direct, unsecured and subordinated obligations of the Issuer which rank pari passu and without any preference
among themselves. Subject to the insolvency laws of Singapore and other applicable laws, in the event of a Winding-Up of the Issuer (other than pursuant to a
Permitted Reorganisation), the rights of the Securityholders to payment of principal and Distributions on the Capital Securities and any other obligations in
respect of the Capital Securities are expressly subordinated and subject in right of payment to the prior payment in full of all claims of Senior Creditors
(which includes holders of Tier 2 Capital Securities) and will rank senior to all Junior Obligations. The Capital Securities will rank pari passu with Parity
Obligations.
The Capital Securities are perpetual securities and have no fixed final redemption date. However, subject to applicable laws and the satisfaction of the
applicable Redemption or Variation Conditions (which includes the approval of the MAS), the Issuer may (a) redeem the Capital Securities, in whole but not
in part, on (i) the First Call Date or any Distribution Payment Date thereafter; (ii) any day while a Tax Event has occurred and is continuing; or (iii) any day
while a Change of Qualification Event has occurred and is continuing; or (b) vary the terms of the Capital Securities so that they remain or become Qualifying
Securities.
Upon the occurrence of a Loss Absorption Event, the Issuer shall, in accordance with the Conditions, cancel any Distribution which is accrued (a nd
unpaid) up to the relevant Loss Absorption Measure Effective Date; and if the cancellation of Distributions together with the cancellation of interest, dividend
and/or distribution on any other Loss Absorbing Instruments on or before the relevant Loss Absorption Measure Effective Date, is in aggregate insufficient to
result in the relevant Loss Absorption Event no longer continuing, irrevocably (without requiring the consent of the Securityholders) procure that the Registrar
reduce the Prevailing Principal Amount by the relevant Write Down Amount. Once the Prevailing Principal Amount has been Written Down in accordance
with the Conditions, the relevant Write Down Amount(s) will be extinguished and shall not be restored in any circumstances. Each Capital Security may be
Written Down on more than one occasion up to the full amount of the Prevailing Principal Amount.
The Capital Securities will be issued in registered form in the denomination of S$250,000. The Capital Securities will be represented by a global
certificate (the "Global Certificate") in registered form which will be registered in the name of The Central Depository (Pte) Limited (the "Depository" or
"CDP") on or about the Issue Date. Individual certificates (the "Certificates") evidencing holdings of Capital Securities will be available only in certain
limited circumstances described under "Summary of Provisions Relating to the Capital Securities while in Global Form".
Approval in-principle for the listing and quotation of the Capital Securities on the Singapore Exchange Securities Trading Limited (the "SGX-ST")
has been received. The SGX-ST assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this
Offering Circular. Approval in-principle for the listing and quotation of the Capital Securities is not to be taken as an indication of the merits of the Capital
Securities, the Issuer, its subsidiaries and/or its associated companies.
Investing in the Capital Securities involves risks. Please see "Risk Factors".
The Capital Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Capital
Securities are being offered in offshore transactions outside the United States in reliance on Regulation S under the Securities Act ("Regulation S") and,
subject to certain exceptions, may not be offered or sold within the United States.
This Offering Circular has not been and will not be registered as a prospectus with the MAS. Accordingly, this Offering Circular and any other
document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Capital Securities may not be circulated or
distributed, nor may the Capital Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or
indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the
"SFA"), (ii) to a relevant person pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the
conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provisions of the
SFA.
The Capital Securities are not intended to be sold and should not be sold to retail clients in the EEA, as defined in the rules set out in the Product
Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, as amended or replaced from time to time, other than in
circumstances that do not and will not give rise to a contravention of those rules by any person. Prospective investors are referred to the section headed
"Restrictions on marketing and sales to retail investors" on page iv of this Offering Circular for further information.
The Capital Securities are expected to be rated "BBB" by Fitch Ratings and "A3" by Moody's Investors Service, Inc. A credit rating is not a
recommendation to buy, sell or hold the Capital Securities, does not address the likelihood or timing of repayment of the Capital Securities and may be subject
to revision, suspension or withdrawal at any time by the assigning rating organisation. Such ratings should be evaluated independently of any other rating of
the Capital Securities, the Issuer's other securities or the Issuer.
Prospective investors are referred to the section "Important" for information regarding certain restrictions on marketing and sales to retail
investors.

Joint Lead Managers and
Bookrunners

United Overseas Bank Limited Credit Suisse (Singapore) Limited
HSBC Standard Chartered Bank

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TABLE OF CONTENTS

Page

SUMMARY OF THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

TERMS AND CONDITIONS OF THE CAPITAL SECURITIES . . . . . . . . . . . . . . . . . . . . . . . 28

SUMMARY OF PROVISIONS RELATING TO THE CAPITAL SECURITIES WHILE IN
GLOBAL FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

CAPITALISATION AND INDEBTEDNESS OF THE GROUP. . . . . . . . . . . . . . . . . . . . . . . . . 50

CAPITAL ADEQUACY AND LEVERAGE RATIOS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

SELECTED FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . . . . . . . . . . . . . . . . 52

DESCRIPTION OF THE BUSINESSES OF THE GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

REGULATION AND SUPERVISION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67

TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75

SUBSCRIPTION AND SALE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80

CLEARING AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84

GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
i

IMPORTANT

This document is to be read in conjunction with all documents which are deemed to be incorporated
herein by reference (see "Documents Incorporated by Reference" below).

The Issuer accepts responsibility for the information contained in this Offering Circular. The Issuer, having
made all reasonable enquiries, confirms that the information contained in this Offering Circular is in accordance
with the facts and does not omit anything likely to affect the import of such information.

The information contained in this Offering Circular relating to the Issuer and other UOB affiliates was
obtained from UOB and other sources, but no assurance can be given by Credit Suisse (Singapore) Limited, The
Hongkong and Shanghai Banking Corporation Limited, Standard Chartered Bank and United Overseas Bank
Limited, in their capacity as joint lead managers and bookrunners (each, a "Joint Lead Manager and
Bookrunner" and collectively, the "Joint Lead Managers and Bookrunners") for the Offering, as to the
accuracy, reliability or completeness of the information contained in this Offering Circular or any other
information supplied in connection with the Capital Securities (including the legal and regulatory requirements
pertaining to Sections 274, 275 and 276 or any other provision of the SFA). None of the Issuer, the Joint Lead
Managers and Bookrunners, the Trustee, the Agents or any of their respective officers or employees is making
any representation, warranty or undertaking, express or implied, as to the merits of the Capital Securities or
the subscription for, purchase or acquisition thereof, the creditworthiness or financial condition or otherwise of
the Issuer or its subsidiaries or associated companies (if any). Each person receiving this Offering Circular
acknowledges that such person has not relied on the Joint Lead Managers and Bookrunners, the Trustee, the
Agents or on any person affiliated with the Joint Lead Managers and Bookrunners, the Trustee or the Agents in
connection with its investigation of the accuracy of such information or its investment decision.

This Offering Circular has been prepared by the Issuer for use in connection with the offer and sale of the
Capital Securities outside the United States. The Issuer and the Joint Lead Managers and Bookrunners reserve the
right to reject any offer to purchase the Capital Securities, in whole or in part, for any reason. This Offering
Circular does not constitute an offer to any person in the United States. Distribution of this Offering Circular by
any person outside the United States to any person within the United States, is unauthorised and any disclosure
without the prior written consent of the Issuer of any of its contents to any person within the United States, is
prohibited.

Neither this Offering Circular nor any other document or information (or any part thereof) delivered or
supplied under or in relation to the issue and offering of the Capital Securities may be used for the purpose of,
and does not constitute an offer of, or solicitation or invitation by or on behalf of the Issuer, the Joint Lead
Managers and Bookrunners, the Trustee or the Agents to subscribe for or purchase the Capital Securities and may
not be used for the purpose of an offer to, or a solicitation by, anyone in any jurisdiction or in any circumstances
in which such offer, solicitation or invitation is unlawful, or not authorised or to any person to whom it is
unlawful to make such offer, solicitation or invitation.

Neither this Offering Circular nor any other document or information (or any part thereof) delivered or
supplied under or in relation to the issue of the Capital Securities is intended to provide the basis of any credit or
other evaluation and should not be considered as a recommendation by any of the Issuer, the Joint Lead Managers
and Bookrunners, the Trustee or the Agents that any recipient of this Offering Circular or such other document or
information (or such part thereof) should subscribe for or purchase any of the Capital Securities. Each potential
purchaser of the Capital Securities shall make its own assessment of the foregoing and other relevant matters
including the financial condition and affairs and the creditworthiness of the Issuer, its subsidiaries and associated
companies (if any), and obtain its own independent legal or other advice thereon, and its investment shall be
deemed to be based on its own independent investigation of the financial condition and affairs and its appraisal of
the creditworthiness of the Issuer, its subsidiaries and associated companies (if any). Accordingly,
notwithstanding anything herein, none of the Issuer, the Joint Lead Managers and Bookrunners, the Trustee, the
Agents, their affiliates or any of their respective officers, employees or agents shall be held responsible for any
loss or damage suffered or incurred by the recipients of this Offering Circular or such other document or
information (or such part thereof) as a result of or arising from anything expressly or implicitly contained in or
referred to in this Offering Circular or such other document or information (or such part thereof) and the same
shall not constitute a ground for rescission of any purchase or acquisition of any of the Capital Securities by a
recipient of this Offering Circular or such other document or information (or such part thereof).

ii

No person has been authorised to give any information or to make any representation other than those
contained in this Offering Circular and, if given or made, such information or representation must not be relied
upon as having been authorised by the Issuer, the Joint Lead Managers and Bookrunners, the Trustee or any of
the Agents. Save as expressly stated in this Offering Circular, nothing contained herein is, or may be relied upon
as, a promise or representation as to the future performance or policies of the Issuer or any of its subsidiaries or
associated companies (if any).

This Offering Circular and any other documents or materials in relation to the issue, offering or sale of the
Capital Securities have been prepared solely for the purpose of the initial sale by the Joint Lead Managers and
Bookrunners of the Capital Securities. This Offering Circular and such other documents or materials are made
available to the recipients thereof solely on the basis that they are persons falling within the ambit of Section 274
and/or Section 275 of the SFA and may not be relied upon by any person other than persons to whom the Capital
Securities are sold or with whom they are placed by the Joint Lead Managers and Bookrunners as aforesaid or for
any other purpose. Recipients of this Offering Circular shall not reissue, circulate or distribute this Offering
Circular or any part thereof in any manner whatsoever.

NOTICE TO INVESTORS

Agreements and acknowledgments of investors, including holders and beneficial owners

Distribution Cancellation

As described in this Offering Circular, the terms of the Capital Securities provide that Distributions on the
Capital Securities will be due and payable only at the Issuer's full discretion, and the Issuer will have sole and
absolute discretion at all times and for any reason to cancel (in whole or in part) any distribution payment that
would otherwise be payable on any Distribution Payment Date. As described herein, the terms of the Capital
Securities also provide for circumstances under which the Issuer will be restricted from making a distribution
payment (in whole or in part) on the Capital Securities on a Distribution Payment Date, and the Distributions
payable in respect of any such Distribution Payment Date shall be deemed cancelled (in whole or in part) and
therefore not due and payable. Distributions will only be due and payable on a Distribution Payment Date to the
extent it is not cancelled or deemed cancelled in accordance with the terms of the Capital Securities and as further
described herein.

As the Capital Securities are perpetual and have no fixed maturity or fixed redemption date, a holder may
not receive any payments with respect to the Capital Securities as the Issuer is not required to pay the principal
amount of the Capital Securities at any time prior to a Winding-up or dissolution of the Issuer and the Issuer will
have the sole and absolute discretion at all times and for any reason to cancel in whole any distribution payment.

By its acquisition of the Capital Securities, each holder and beneficial owner acknowledges and agrees that
(1) Distributions are payable solely at the Issuer's discretion, and no amount of Distributions shall become due
and payable in respect of the relevant distribution period to the extent that it has been cancelled by the Issuer at
the Issuer's sole discretion and/or deemed cancelled as result of our having insufficient Distributable Items; and
(2) a cancellation or deemed cancellation of Distributions (in whole or in part) in accordance with the terms of the
Trust Deed and the Capital Securities shall not constitute a default in payment or otherwise under the terms of the
Capital Securities or the Trust Deed. Distributions will only be due and payable on a Distribution Payment Date
to the extent it is not cancelled or deemed cancelled in accordance with the provisions described above. Any
Distributions cancelled or deemed cancelled (in each case, in whole or in part) in the circumstances described
herein shall not be due and shall not accumulate or be payable at any time thereafter, and holders and beneficial
owners shall have no rights thereto or to receive any additional distribution or compensation as a result of such
cancellation or deemed cancellation.

Neither the delivery of this Offering Circular (or any part thereof) nor the issue, offering, purchase or sale
of the Capital Securities shall, under any circumstances, constitute a representation, or give rise to any
implication, that there has been no change in the prospects, results of operations or general affairs of the Issuer or
any of its subsidiaries or associated companies (if any) or in the information herein since the date hereof or the
date on which this Offering Circular has been most recently amended or supplemented.

The distribution of this Offering Circular and the offering or sale of the Capital Securities in certain
jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are required
by the Issuer, and the Joint Lead Managers and Bookrunners to inform themselves about and to observe any such
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restriction. The Capital Securities have not been and will not be registered under the Securities Act or with any
securities regulatory authority of any state or other jurisdiction of the United States. Subject to certain exceptions,
Capital Securities may not be offered or sold within the United States. For a description of certain restrictions on
offers and sales of Capital Securities and on distribution of this Offering Circular, see "Subscription and Sale".

This Offering Circular does not constitute an offer of, or an invitation by or on behalf, of the Issuer or the
Joint Lead Managers and Bookrunners to subscribe for, or purchase, any Capital Securities.

To the fullest extent permitted by law, none of the Joint Lead Managers and Bookrunners, the Trustee or
the Agents accepts any responsibility for the contents of this Offering Circular or for any other statement,
made or purported to be made by the Joint Lead Managers and Bookrunners, the Trustee or the Agents or on its
behalf in connection with the Issuer or the issue and offering of the Capital Securities. The Joint Lead Managers
and Bookrunners, the Trustee and each Agent accordingly disclaims all and any liability whether arising in tort
or contract or otherwise (save as referred to above) which it might otherwise have in respect of this Offering
Circular or any such statement.

Any purchase or acquisition of the Capital Securities is in all respects conditional on the satisfaction of
certain conditions set out in the Subscription Agreement. Any offer, invitation to offer or agreement made in
connection with the purchase or acquisition of the Capital Securities or pursuant to this Offering Circular shall
(without any liability or responsibility on the part of the Issuer or the Joint Lead Managers and Bookrunners)
lapse and cease to have any effect if (for any other reason whatsoever) the Capital Securities are not issued by the
Issuer pursuant to the Subscription Agreement.

The attention of recipients of this Offering Circular is also drawn to the restrictions on resale of the
Capital Securities set out under "Subscription and Sale".

Any person(s) who is invited to purchase or subscribe for the Capital Securities or to whom this
Offering Circular is sent shall not make any offer or sale, directly or indirectly, of any Capital Securities or
distribute or cause to be distributed any document or other material in connection therewith in any
country or jurisdiction except in such manner and in such circumstances as will result in compliance with
any applicable laws and regulations.

It is recommended that persons proposing to subscribe for or purchase any of the Capital Securities
consult their own legal and other advisers before purchasing or acquiring the Capital Securities.

RESTRICTIONS ON MARKETING AND SALES TO RETAIL INVESTORS

The Capital Securities are complex financial instruments and are not a suitable or appropriate investment
for all investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or
guidance with respect to the offer or sale of securities such as, or with features similar to those of, the Capital
Securities to retail investors.

In particular, in June 2015, the U.K. Financial Conduct Authority (the "FCA") published the Product
Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, which took effect
from 1 October 2015 (the "PI Instrument").

Under the rules set out in the PI Instrument (as amended or replaced from time to time, the "PI Rules"):

i. certain contingent write-down or convertible securities (including any beneficial interests therein), such as
the Capital Securities, must not be sold to retail clients in the EEA; and

ii. there must not be any communication or approval of an invitation or inducement to participate in, acquire
or underwrite such securities (or the beneficial interest in such securities) where that invitation or
inducement is addressed to or disseminated in such a way that it is likely to be received by a retail client
in the EEA (in each case, within the meaning of the PI Rules), other than in accordance with the limited
exemptions set out in the PI Rules.

By purchasing, or making or accepting an offer to purchase, any Capital Securities from the Issuer and/or
the Joint Lead Managers and Bookrunners, each prospective investor represents, warrants, agrees with and
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undertakes to the Issuer and each of the Joint Lead Managers and Bookrunners that:

(a)
it is not a retail client in the EEA (as defined in the United Kingdom Financial Conduct Authority's
handbook);

(b)
it will not sell or offer the Capital Securities to retail clients in the EEA or do anything (including
the distribution of this Offering Circular) that would or might result in the buying of the Capital
Securities or the holding of a beneficial interest in the Capital Securities by a retail client in the EEA,
other than in relation to any sale or offer to sell Capital Securities to a retail client in any EEA
Member State, where: (i) it has conducted an assessment and concluded that the relevant retail client
understands the risks of an investment in the Capital Securities and is able to bear the potential losses
involved in an investment in the Capital Securities; and (ii) it has at all times acted in relation to such
sale or offer in compliance with Markets in Financial Instruments Directive (2004/39/EC) ("MiFID")
to the extent it applies to it or, to the extent MiFID does not apply to it, in a manner which would be
in compliance with MiFID if it were to apply to it; and

(c)
it has complied and will at all times comply with all applicable laws, regulations and regulatory
guidance (whether inside or outside the EEA) relating to the promotion, offering, distribution and/or
sale of the Capital Securities, including any such laws, regulations and regulatory guidance relating to
determining the appropriateness and/or suitability of an investment in the Capital Securities by
investors in any relevant jurisdiction.

Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or
accepting an offer to purchase, any Capital Securities from the Issuer and/or the Joint Lead Managers and
Bookrunners, the foregoing representations, warranties, agreements and undertakings will be given by and be
binding upon both the agent and its underlying client.

CERTAIN DEFINED TERMS AND CONDITIONS

In this Offering Circular, unless otherwise specified or the context otherwise requires, all references to
"Singapore dollars" and "S$" are to the lawful currency of Singapore, all references to "U.S.$" are to the lawful
currency of the United States of America, and all references to "PHP" are to the lawful currency of the
Philippines.

Unless specified otherwise or the context otherwise requires, all references to "loans" refer to loans net of
cumulative allowances.

Any discrepancies in the tables included herein between the listed amounts and totals thereof are due to
rounding.
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