CAPITALAND LIMITED
TENDER OFFERS AND CONSENT SOLICITATIONS

S$1,000,000,000 2.95 per cent. Convertible Bonds due 2022 (ISIN: XS0303539786 / Common Code: 030353978)
(the “2.95 per cent. Bonds”) and
S$800,000,000 1.95 per cent. Convertible Bonds due 2023 (ISIN: XS0974088402 / Common Code: 097408840)
(the “1.95 per cent. Bonds”) and
S$650,000,000 2.80 per cent. Convertible Bonds due 2025 (ISIN: XS1234197074 / Common Code: 123419707)
(the “2.80 per cent. Bonds”, and together with the 2.95 per cent. Bonds and the 1.95 per cent. Bonds, the “Bonds”)

NOTEHOLDER INFORMATION SITE

You are about to enter a website containing information and documents relating to the tender offers (the “Offers”) and the consent solicitations (the “Consent Solicitations”, and together with the Offers, the “Transactions”) in respect of each of the 2.95 per cent. Bonds, the 1.95 per cent. Bonds and the 2.80 per cent. Bonds.

Lynchpin Bondholder Management Limited (“Lynchpin” or the “Tender and Tabulation Agent”) has been appointed the tender and tabulation agent by CapitaLand Limited (the “Company”) in respect of the Transactions. This website has been established solely for the convenience of holders of the Bonds (the “Bondholders”), Account Holders, and Intermediaries. You are an Account Holder if you are recorded directly in the books of the Clearing Systems as holding an interest in the Bonds in an account with the relevant Clearing System. You are an Intermediary if you hold an interest in the Bonds on behalf of another person or persons and you do not hold that interest as an Account Holder. You are a Bondholder if you have an economic or beneficial interest as principal in the Bonds.

The materials contained on this website are being distributed only to persons to whom it is lawful to distribute them. None of the Company, J.P. Morgan (S.E.A.) Limited (the “Dealer Manager”), the trustees and agents appointed in respect of the Bonds, or the Tender and Tabulation Agent, or any of their respective affiliates, or any director, officer, employee or agent of such person or affiliate, shall accept or incur any responsibility or liability (whether in contract, tort, as a result of a breach of applicable law or regulation or otherwise) as a result of or in connection with any person having entered this website who is not entitled to view the contents of this website.

IMPORTANT NOTICE

The following applies to the information and materials contained on this website, and you are therefore advised to read this carefully before accessing, reading or making any other use of such materials. In accessing this website, you shall be deemed to agree (in addition to giving the representations below) to be bound by the following terms and conditions, including any modifications to them from time to time.

NONE OF THE MATERIALS CONTAINED ON THIS WEBSITE CONSTITUTE A SOLICITATION OF A TENDER OR AN OFFER TO PURCHASE SECURITIES OR A SOLICITATION OF CONSENTS IN THE UNITED STATES OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.

The materials contained on this website have been delivered to you on the basis that you are a person into whose possession these materials may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located. By accessing this website, you agree and represent that you are a person into whose possession the materials contained on this website may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located.

The materials contained on this website are 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 the Company, the Dealer Manager, the trustees and agents appointed in respect of the Bonds, the Tender and Tabulation Agent or any person who controls, or any director, officer, employee, adviser, representative, agent or affiliate of, any such person accepts any liability or responsibility whatsoever in respect of any difference between the Tender Offer and Solicitation Memorandum distributed to you in electronic format and the hard copy version available to you on request from the Company or the Dealer Manager.

THE MATERIALS CONTAINED ON THIS WEBSITE HAVE NOT BEEN FILED WITH, OR REVIEWED BY, ANY NATIONAL OR LOCAL NOTES COMMISSION OR REGULATORY AUTHORITY OF THE UNITED STATES, THE UNITED KINGDOM, EUROPEAN ECONOMIC AREA, FRANCE, SWITZERLAND, GERMANY, ITALY, JAPAN, SINGAPORE OR HONG KONG OR ANY OTHER JURISDICTION, NOR HAS ANY SUCH COMMISSION OR AUTHORITY CONFIRMED THE ACCURACY OR ADEQUACY OF SUCH MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENCE.

LYNCHPIN PRIVACY POLICY

Please click here to read the Lynchpin privacy policy.

By clicking "AGREE" below, you represent to each of the Company, the Dealer Manager and the Tender and Tabulation Agent and acknowledge that:

(i) you are a holder or a beneficial owner of certain of the Bonds;

(ii) the electronic mail address that you have provided to the Dealer Manager and/or the Tender and Tabulation Agent, as the case may be, is not located in the United States;

(iii) neither you nor any beneficial owner of the Bonds nor any other person on whose behalf you are acting, either directly or indirectly, is located or resident in the United States;

(iv) you are a person to whom it is lawful to send the materials contained on this website (including, but not limited to, the Tender Offer and Solicitation Memorandum) and to make an invitation pursuant to the Transactions under applicable laws;

(v) if you are located in France, you are either:

(a) a provider of investment services relating to portfolio management for the account of third parties (personnes
fournissant le service d’investissement de gestion de portefeuille pour compte de tiers); and/or
(b) a qualified investor (investisseurs qualifiés) other than an individual,
in each case acting on your own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and
D.411-1 of the French Code Monétaire et Financier; and
(c) you are eligible to participate in the Offer; 

(vi) you are not located or resident in Switzerland;

(vii) you are not located or resident in Japan;

(viii) if you are located in Hong Kong, you are a “professional investor” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance;

(ix) if you are located in Italy, you are a “qualified investor” (investitori qualificati) as defined pursuant to and within the meaning of Article 100 of the Financial Services Act and article 34-ter, paragraph 1 letter b) of the Issuer’s Regulation;

(x) you are not, and any beneficial owner of the Bonds you represent or are acting for the account or benefit of, in each case on a non-discretionary basis, is also not, a retail investor; where “retail investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended or superseded, “MiFID II”), (ii) a customer within the meaning of Directive 2016/97 (the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II, (iii) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”), or (iv) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the “FSMA”) and any rules or regulations made under the FSMA which were relied on immediately before exit day to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA;

(xi) if you are resident and/or located in the United Kingdom, you are either: (a) a person falling within the definition of investment professional (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”)); or (b) a high net worth entity as defined in the Order or another person to whom the offer may lawfully be communicated falling within Article 49(2)(a) to (e) of the Order or (c) a person falling within Article 43 of the Order;

(xii) you are not a Sanctions Restricted Person[1];

(xiii) you shall not pass on the materials contained on this website (including, but not limited to, the Tender Offer and Solicitation Memorandum) to third parties or otherwise make the materials contained on this website (including, but not limited to, the Tender Offer and Solicitation Memorandum) publicly available;

(xiv) you consent to delivery of the materials contained on this website (including, but not limited to, the Tender Offer and Solicitation Memorandum) by electronic transmission to you; and

(xv) you have understood and agreed to the terms set forth in this information site, and that you agree with the Lynchpin privacy policy referred to above.

If you are a person to whom it is unlawful for the materials contained on this website to be distributed, or if you are unable to provide any of the representations and acknowledgements set out above, or if you do not agree with the Lynchpin privacy policy referred to above, you must leave the website by clicking "DISAGREE" below.

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