Welcome to Keppel Land Report to Shareholders 2002

ALL MEMBERS ARE CORDIALLY INVITED to attend the Annual General Meeting of the Company which will be held at InterContinental Singapore, Ballroom 2 (Level 2), 80 Middle Road, Singapore 188966 on 20 May 2003 at 10:30 a.m. to transact the following business:

To receive and, if thought fit, adopt the Directors’ Report and Accounts for the year ended 31 December 2002 (Resolution 1).

To declare dividends as recommended by the Directors (Resolution 2).

(a) To re-elect, pursuant to a Special Resolution, the following Director who is retiring in accordance with Section 153(2) of the Companies Act and has offered himself for re-election:
Mr Lim Leong Geok (Resolution 3) (Note 1).
(b) To re-elect the following Director who is retiring in accordance with Article 100 of the Articles of Association of the Company and has offered herself for re-election:
Mrs Lee Ai Ming (Resolution 4).
(c) To re-elect the following Director who is retiring in accordance with Article 94 of the Articles of Association of the Company and has offered himself for re-election:
Mr Teo Soon Hoe (Resolution 5).

To approve Directors’ fees (Resolution 6).

To appoint Auditors, and to authorise Directors to fix their remuneration (Resolution 7).

As special business, to consider and, if thought fit, pass the following Ordinary Resolutions: RESOLVED that:
(a) pursuant to Section 161 of the Companies Act, Cap 50, the Directors be and are hereby empowered to issue shares in the Company (whether by way of bonus issue, rights issue or otherwise, and including any capitalisation pursuant to Article 136 of the Articles of Association of the Company of any sum for the time being standing to the credit of any of the Company’s reserve accounts or any sum standing to the profit and loss account or otherwise available for distribution) at any time and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit provided that:

the aggregate number of shares to be issued pursuant to this Resolution does not exceed 50% of the issued capital of the Company as at the date of the passing of this Resolution as calculated in accordance with (iii) below, and

the aggregate number of shares issued other than on a pro-rata basis to existing Members does not exceed 20% of the Company’s issued share capital as at the date of the passing of this Resolution as calculated in accordance with (iii) below,

for the purpose of determining the aggregate number of shares that may be issued pursuant to this Resolution, the percentage of issued share capital is calculated based on the issued share capital of the Company as at the date of the passing of this Resolution after adjusting for:
(aa) new shares arising from the conversion of convertible securities or exercise of employee share options in issue as at the date of the passing of this Resolution; and
(bb) any subsequent consolidation or sub-division of shares
such authority to continue in force until the conclusion of the next Annual General Meeting or the expiration of the period within which the next Annual General Meeting of the Company is required by law to be held, whichever is earlier, unless previously revoked or varied at a general meeting of the Company (Resolution 8);

(b)

approval be and is hereby given for the purposes of Chapter 9 of the Listing Manual of the Singapore Exchange Securities Trading Limited, for the Company, its subsidiaries and target associated companies or any of them to enter into any of the transactions falling within the types of Interested Person Transactions, particulars of which are set out in Appendix A of the Company’s Circular to Members dated 21 April 2003 (“the Circular”) with any party who is of the class of Interested Persons described in the Circular provided that such transactions are made on normal commercial terms and will not be prejudicial to the interests of the Company and its minority shareholders and in accordance with the review procedures set out in Appendix A of the Circular; and

the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary or in the interest of the Company to give effect to this Resolution (Resolution 9); and

(c) the Directors of the Company be and are hereby authorised to make purchases from time to time of up to 10% of the issued share capital of the Company as at the date of this Resolution at any price up to but not exceeding the Maximum Price, in accordance with Appendix B of the Circular and the “Guidelines on Share Purchases” set out in Appendix 2A of the Circular to Members dated 14 September 1999, and this mandate shall, unless revoked or varied by the Company in general meeting, continue in force until the date on which the next Annual General Meeting of the Company is or is required by law to be held, whichever is the earlier (Resolution 10).

To transact such other business which can be transacted at the Annual General Meeting of the Company.

NOTICE IS HEREBY GIVEN that the Register of Members of the Company will be closed from 29 to 30 May 2003 (both dates inclusive) for the preparation of dividend warrants. Duly completed transfers received by the Company up to 5:00 p.m. on 28 May 2003 will be registered before entitlements to the proposed dividend for the year ended 31 December 2002 are determined.
Directors have recommended a first and final dividend of 7% (or 3.5 cents per share) less tax amounting to $19.3 million on the existing capital (2001: 6% less tax or 3.0 cents per share less tax amounting to $16.6 million) in respect of the financial year ended 31 December 2002 for approval by Members at the Annual General Meeting to be held on 20 May 2003. The final dividend, if approved, will be payable on 10 June 2003.
By Order of the Board

CHOO CHIN TECK
Company Secretary
Singapore, 21 April 2003

NOTES:

In accordance with Section 153(6) of the Companies Act, Cap 50, this Resolution requires the affirmative votes of three-fourths of the Members present and voting at the Annual General Meeting. If re-elected, Mr Lim Leong Geok will hold office until the next Annual General Meeting of the Company. Mr Lim is the Chairman of the Remuneration Committee, a member of the Audit Committee and an Independent Director.
A Member is entitled to appoint one proxy or two proxies to attend and vote in his place. A proxy need not also be a Member of the Company. A Member which is a corporation is entitled to appoint its authorised representative or proxy to vote on its behalf. Members wishing to vote by proxy at the Meeting may use the Proxy Form enclosed. To be valid, the completed Proxy Form must be lodged at the Registered Office of the Company at 230 Victoria Street #15-05, Bugis Junction Towers, Singapore 188024 not less than 48 hours before the Meeting.