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Temasek Holdings (Private) Limited Offering Circular Temasek Financial (I) Limited (Incorporated with limited liability under the laws of Singapore) (Company Registration Number: 200408713K) US$25,000,000,000 Guaranteed Global Medium Term Note Programme unconditionally and irrevocably guaranteed by Temasek Holdings (Private) Limited (Incorporated with limited liability under the laws of Singapore) (Company Registration Number: 197401143C) On 14 September 2005, Temasek Financial (I) Limited (the “Issuer”) and Temasek Holdings (Private) Limited (the “Guarantor”) established a Guaranteed Global Medium Term Note Programme (as amended and supplemented from time to time, the “Programme”) and issued an offering circular describing the Programme. The maximum aggregate principal amount of Notes (as defined below) outstanding from time to time under the Programme (the “Programme Limit”) is currently set at US$25,000,000,000. This Offering Circular supersedes all previous offering circulars and any supplements thereto. Any Notes issued under the Programme on or after the date of this Offering Circular are issued subject to the provisions described herein. This does not affect any Notes already issued. Under this Programme, the Issuer may from time to time issue notes (the “Notes”) unconditionally and irrevocably guaranteed (the “Guarantee”) by the Guarantor. The aggregate principal amount of Notes outstanding will not at any time exceed US$25,000,000,000 (or the equivalent in other currencies), unless such amount is otherwise increased pursuant to the terms of the Programme. Application has been made to the Singapore Exchange Securities Trading Limited (the “SGX-ST”) for permission to deal in and quotation of any Notes which are agreed at the time of issue thereof to be so listed on the SGX-ST. Such permission will be granted when such Notes have been admitted to the Official List of the SGX-ST. There is no assurance that the application to the SGX-ST for the listing of the Notes will be approved. Admission to the Official List of the SGX-ST and quotation of any Notes which are agreed at the time of issue thereof to be so listed on the SGX-ST are not to be taken as an indication of the merits of the Issuer, the Guarantor, their respective subsidiaries (if any), their respective associates (if any), the Programme or such Notes. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained in this Offering Circular. Unlisted series of Notes may also be issued pursuant to the Programme. The relevant Pricing Supplement (as defined herein) in respect of any series of Notes will specify whether or not such Notes will be listed on the SGX-ST or any other stock exchange. See “Risk factors” beginning on page 19 for a discussion of certain risks in connection with an investment in the Notes. Neither the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority has approved or disapproved of the Notes and the Guarantee or passed upon the accuracy or adequacy of this Offering Circular. Any representation to the contrary is a criminal offence in the United States. The Guarantor has been assigned an overall corporate credit rating of “Aaa” by Moody’s Investors Service, Inc. (“Moody’s”) and “AAA” by S&P Global Ratings, a division of The McGraw-Hill Companies, Inc. (“S&P”). Each series of Notes issued under the Programme may be rated or unrated. Where a series of Notes is rated, such credit rating will not necessarily be the same as the credit ratings assigned to the Guarantor. A credit rating is a statement of opinion and is not a recommendation to buy, sell or hold the Notes and may be subject to suspension, revision or withdrawal at any time by the assigning credit rating agency. Investors should consult their own financial or other professional adviser before making any decisions based on credit ratings. Moody’s and S&P have not provided their consent to the inclusion of such information in this Offering Circular and therefore are not liable for information regarding credit ratings contained herein. The Notes and the Guarantee have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws in the United States or any other jurisdiction, and the Notes may include notes issued in bearer form (“Bearer Notes” comprising a “Bearer Series”), which are subject to certain U.S. tax law requirements. The Notes may be offered and sold (i) in the United States only to “qualified institutional buyers” (“QIBs”) as defined in Rule 144A under the Securities Act (“Rule 144A”) or to Institutional Accredited Investors (as defined herein), in each case in transactions exempt from registration under the Securities Act and/or (ii) outside the United States to non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Any series of Notes may be subject to additional selling restrictions, including restricting offers or sales in the United States or to U.S. persons, or restricting purchasers of such Notes in the United States or that are U.S. persons (as defined in Regulation S) to QIBs that are also “qualified purchasers” (“QPs”) as defined in the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”). The relevant Pricing Supplement in respect of such series of Notes will specify any such restrictions. Subject to certain exceptions, the Notes may not be offered, sold or, in the case of Bearer Notes, delivered within the United States or to, or for the account or benefit of, U.S. persons. See “Notice to purchasers and holders of Registered Notes and transfer restrictions” and the relevant Pricing Supplement. Arrangers Citigroup Deutsche Bank HSBC Morgan Stanley Dealers Barclays BNP PARIBAS BofA Securities Citigroup Cre´dit Agricole CIB Credit Suisse DBS Bank Ltd. Deutsche Bank Goldman Sachs HSBC J.P. Morgan Morgan Stanley (Singapore) Pte. SEB Socie´te´Ge´ne´rale Standard Chartered Bank Corporate & Investment Banking (Singapore) Limited 19 July 2021 THE INFORMATION IN THIS GATEFOLD SHOULD BE READ IN CONJUNCTION WITH THE REST OF THIS OFFERING CIRCULAR BEFORE MAKING THE DECISION TO INVEST. WHAT SHOULD I KNOW BEFORE INVESTING IN BONDS? MARKET & BUSINESS RISKS Macroeconomic, market and geopolitical conditions in major economies may impact global monetary conditions, WHAT ARE MY RISKS IF I INVEST IN BONDS? investors’ confidence and risk appetite, as well as underlying growth prospects and global asset prices. When you invest in a bond, you are essentially lending money to a bond issuer. As an investment company, the value of Temasek’s portfolio is affected by such market factors4. One key risk1 is the issuer defaulting on its payments or repayment to you. Market, business, Furthermore, Temasek’s cash flows and ability to make debt repayments are dependent on the dividends and legal and regulatory risks may affect the issuer’s ability to pay you the bond interest, or to repay distributions from our5 portfolio, our divestments and our ability to borrow. In particular, dividends and distributions the principal amount, for so long as you own the bond. are made by our portfolio companies at their discretion and are subject to their profitability and cash flows, Other risks such as interest rate and market liquidity risks may affect your ability to sell in the among other considerations. market if you choose to sell the bond before maturity. Should any of our portfolio companies run into financial difficulties, our claim as a shareholder would generally rank You should also be mindful of other risks such as inflation. behind creditors of such a company. DEFAULT RISK LEGAL & REGULATORY RISKS A default occurs when a bond issuer fails to pay you the Average Annual Corporate Default Rates2: Average Annual Corporate Default Rates1: Companies and businesses operating around the world must comply with a complex set of different legal and interest due, or repay the principal amount of your bond 2001– 2020 (%) 2001 - 2020 (%) regulatory requirements, which may change or evolve in ways that may have an impact on their existing business. at maturity. They may face regulatory or litigation action by regulators or other parties. 11.18 Different issuers have different default risks, depending Temasek and our portfolio companies are subject to similar risks. These may result in significant costs or losses on their financial health, debts and other obligations. to Temasek or our portfolio companies and could impact Temasek’s ability to meet payment obligations. Various credit rating agencies use their own quantitative 2.13 and qualitative criteria for rating issuers or their bonds. 0 0.03 0.07 0.20 0.53 INTEREST RATE RISK Past data on the default rates for different levels of credit Aaa Aa A Baa Ba B Caa-C If interest rates rise rating are also useful reference points. The market price of a bond may rise or fall. Derived from data in Moody’s Investors Service, Be mindful that defaults have historically happened even Annual Default Study: Following a sharp rise in 2020, If interest rates rise, the market price of your bond may Bond for the highest credit quality bonds, and that the past corporate defaults will drop in 2021, January 28, 2021 fall, in order to attract buyers who may have higher prices fall does not predict the future. interest alternatives. Bond It is very important for you to know more about the credit quality of an issuer before buying its bond. If the market price at the time you sell your bond is below your prices purchase price, you may suffer a partial loss of your principal amount.
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