IMPORTANT NOTICE

NOT FOR DISTRIBUTION TO ANY PERSON OR ADDRESS IN THE UNITED STATES

IMPORTANT: You must read the following before continuing. The following disclaimer applies to the Offering Circular attached to this e-mail (the “Offering Circular”), and you are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the Offering Circular. In accessing the 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. 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 HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, 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. THIS OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY ADDRESS IN THE UNITED STATES. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT 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. Confirmation of your Representation: In order to be eligible to view this Offering Circular or make an investment decision with respect to the securities, investors must not be located in the United States. This Offering Circular is being sent at your request and by accepting the e-mail and accessing this Offering Circular, you shall be deemed to have represented to each of the Issuer and the Arranger (each as defined in this Offering Circular) that the electronic mail address that you gave us and to which this e-mail has been delivered is not located in the United States and that you consent to delivery of such Offering Circular by electronic transmission. By accepting this email and accessing the attached Offering Circular, you (A) represent and warrant that you are either an institutional investor as defined under Section 4A(1) of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), a relevant person as defined under Section 275(2) of the SFA or a person to whom an offer, as referred to in Section 275(1A) of the SFA is being made, and (B) agree to be bound by the limitations and restrictions described herein. You are reminded that this Offering Circular has been delivered to you on the basis that you are a person into whose possession this Offering 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 Offering Circular, 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 notes described therein. The materials relating to the offering of securities to which this Offering Circular relates 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 licenced broker or dealer, and any underwriter or any affiliate of any underwriter is a licenced broker or dealer in that jurisdiction, the offering shall be deemed to be made by any underwriter or such affiliate on behalf of the Issuer (as defined in this Offering Circular) in such jurisdiction. This Offering Circular has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither of the Issuer or the Arrangers, nor any person who controls either of the Issuer or the Arrangers, any director, officer, employee nor agent of the Issuer or the Arrangers, or any affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Offering Circular distributed to you in electronic format and the hard copy version available to you on request from any Offering Circular. Actions that You May Not Take: If you receive this document by e-mail, you should not reply by e-mail, and you may not purchase any notes 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 responsible for protecting against viruses and other destructive items. 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. mm2 Asia Ltd. (Incorporated in the Republic of Singapore) (Company Registration No. 201424372N) U.S.$ 300,000,000 Guaranteed Multicurrency Medium Term Note Programme unconditionally and irrevocably guaranteed by the Subsidiary Guarantors Under the U.S.$300,000,000 Guaranteed Multicurrency Medium Term Note Programme described in this Offering Circular (the “Programme”), mm2 Asia Ltd. (the “Issuer” or the “Company”), subject to compliance with all relevant laws, regulations and directives, may from time to time issue notes (the “Notes”) unconditionally and irrevocably guaranteed (the “Guarantees of the Notes”) by the Subsidiary Guarantors as defined herein (each a “Subsidiary Guarantors”). The Subsidiary Guarantors are subsidiaries of the Issuer. Notes may be issued in bearer or registered form. The aggregate nominal amount of Notes outstanding will not at any time exceed U.S.$300,000,000 (or its equivalent in other currencies). The Notes may be issued on a continuing basis to one or more of the Dealers specified under “Summary of the Programme” and/or any additional Dealer appointed under the Programme from time to time by the Issuer (each a “Dealer” and together the “Dealers”), which appointment may be for a specific issue or on an ongoing basis. References in this Offering Circular to the “relevant Dealer” shall, in the case of an issue of Notes being (or intended to be) subscribed for by more than one Dealer, be to all Dealers agreeing to subscribe for such Notes. Application has been made to the Singapore Exchange Securities Trading Limited (the “SGX-ST”) for permission to deal in, and for quotation of, any Notes that may be issued pursuant to the Programme which are agreed at or prior to the time of issue to be so listed on the Official List of the SGX-ST. In addition, at the relevant time of issue of the Notes which are agreed at or prior to the time of issue to be listed on the Official List of the SGX-ST, a separate application will be made to the SGX-ST for the permission to deal in, and for quotation of, such Notes on the Official List of the SGX-ST. Such permission will be granted when the Notes have been admitted to the Official List of the SGX-ST. There is no assurance that the application to the SGX-ST for permission to deal in, and for quotation of, the Notes of any Series (as defined herein) will be approved. The relevant pricing supplement in respect of any issue of Notes (the “Pricing Supplement”) will specify whether or not such Notes will be listed on the SGX-ST or any other stock exchange. Approval in principle from, and admission of the Notes to, the Official List of the SGX-ST is not to be taken as an indication of the merits of the Issuer, its subsidiaries (and, together with the Issuer, the “Group”), the Programme or the merits of investing in any Notes. The SGX-ST assumes no responsibility for the correctness of any statement made or opinions expressed or reports contained herein. The Programme provides that the Notes may be listed on such other or further stock exchange(s) as may be agreed in relation to each Series. The Issuer may also issue unlisted Notes. The Notes of each Series issued in bearer form (“Bearer Notes”) will be represented on issue by a temporary global note in bearer form (each a “Temporary Global Note”) or a permanent global note in bearer form (each a “Permanent Global Note”) (collectively, the “Global Note”). Notes in registered form (“Registered Notes”) will be represented by registered certificates (each a “Certificate”), one Certificate being issued in respect of each Noteholder’s (as defined under “Terms and Conditions of the Notes’) entire holding of Notes in registered form of one Series. Global Notes and Certificates may be deposited on the relevant issue date with a common depositary on behalf of Euroclear Bank S.A./N.V. (“Euroclear”) and/or Clearstream Banking S.A. (“Clearstream”) or with The Central Depository (Pte) Limited (“CDP”). Beneficial interests in Global Notes or Certificates held in book entry form through Euroclear or Clearstream will be shown on, and transfers thereof will be effected only through, records maintained by Euroclear or Clearstream, as the case may be. Beneficial interests in Global Notes or Certificates held in book-entry form through CDP will be shown on, and transfers thereof will be effected only through, records maintained by CDP. The provisions governing the exchange of interests in Global Notes for other Global Notes and definitive Notes are described in “Summary of Provisions Relating to the Notes while in Global Form”. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended or with any securities regulatory authority of any state or other jurisdiction of the United States, and the Notes may include Bearer Notes (as defined herein) that are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold, or, in the case of Bearer Notes, delivered within the United States. Registered Notes are subject to certain restrictions on transfer, see “Subscription and Sale”. The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the terms and conditions of the Notes (the “Terms and Conditions”) herein, in which event a supplementary Offering Circular, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes. Investing in Notes issued under the Programme involves certain risks and may not be suitable for all investors. Investors should have sufficient knowledge and experience in financial and business matters to evaluate the information contained in this Offering Circular and in the applicable Pricing Supplement and the merits and risks of investing in a particular issue of Notes in the context of their financial position and particular circumstances. Investors also should have the financial capacity to bear the risks associated with an investment in Notes. Investors should not purchase Notes unless they understand and are able to bear risks associated with Notes. The principal risk factors that may affect the ability of the Issuer to fulfil its obligations in respect of the Notes are discussed under “Risk Factors”. In relation to any Tranche (as defined in “Summary of the Programme”), the aggregate nominal amount of the Notes of such Tranche, the interest (if any) payable in respect of the Notes of such Tranche, the issue price and any other terms and conditions not contained herein which are applicable to such Tranche will be set out in a Pricing Supplement which, with respect to Notes to be listed on the SGX-ST, will be delivered to the SGX-ST on or before the date of issue of the Notes of such Tranche. Arrangers & Dealers HSBC Standard Chartered Bank

The date of this Offering Circular is 10 March 2018 IMPORTANT NOTICE If investors are in any doubt about this Offering Circular, they should consult their broker, dealer, bank manager, solicitor, certified public accountant or other professional adviser. No person has been authorised to give any information or to make any representation other than as contained in this Offering Circular in connection with the issue or sale of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Subsidiary Guarantors, the Arrangers, any Dealers, the Trustee or the Agents (as defined in “Summary of the Programme”). 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, the Subsidiary Guarantors or the Group. Neither this Offering Circular nor any other document or information (or any part thereof) delivered or supplied under or in relation to the Programme 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 Subsidiary Guarantors, the Trustee, the Arrangers or any of the Dealers to subscribe for or purchase, the Notes in any jurisdiction or under 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. The distribution and publication of this Offering Circular or any such other document or information and the offer of the Notes in certain jurisdictions may be restricted by law. Persons who distribute or publish this Offering Circular or any such other document or information or into whose possession this Offering Circular or any such other document or information comes are required to inform themselves about and to observe any such restrictions and all applicable laws, orders, rules and regulations. Neither the delivery of this Offering Circular nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer, the Subsidiary Guarantors or the Group since the date hereof or the date upon which this Offering Circular has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer, the Subsidiary Guarantors or the Group since the date hereof or the date upon which this Offering Circular has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct as of any time after the date on which it is supplied or, if different, the date indicated in the document containing the same. Each of the Issuer and the Subsidiary Guarantors, having made all reasonable enquiries, confirms that to the best of their knowledge and belief (i) this Offering Circular contains all information with respect to the Issuer, the Subsidiary Guarantors and their subsidiaries taken as a whole (the “Group”) the Programme, and the Notes, which is material in the context of the issue and offering of the Notes; (ii) the statements contained herein relating to the Issuer, the Subsidiary Guarantors and the Group are in every material respect true and accurate and not misleading; (iii) the opinions, expectations and intentions expressed in this Offering Circular with regard to the Issuer, the Subsidiary Guarantors and the Group are fairly, reasonably and honestly held by the directors of the Issuer and the Subsidiary Guarantors and have been reached after considering all relevant circumstances; (iv) there are no other facts in relation to the Issuer, the Subsidiary Guarantors, the Group or the Notes, the omission of which would, in the context of the issue and offering of the Notes, make any statement in this Offering Circular misleading in any material respect; and (v) all reasonable enquiries have been made by the Issuer and the Subsidiary Guarantors to ascertain such facts and to verify the accuracy of all such information and statements. MIFID II PRODUCT GOVERNANCE / TARGET MARKET—The Pricing Supplement in respect of any Notes may include a legend entitled “MiFID II Product Governance” which will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a “distributor”) should take into consideration such target market; however, a distributor subject to Directive 2014/65/EU (as amended, “MiFID II”) is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels. A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the “MiFID Product Governance Rules”), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arrangers nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MIFID Product Governance Rules. PRIIPs / IMPORTANT—EEA RETAIL INVESTORS—If the Pricing Supplement in respect of any Notes includes a legend entitled “Prohibition of Sales to EEA Retail Investors”, the Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person

-i- who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the “Insurance Mediation Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the “Prospectus Directive”). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under “Terms and Conditions of the Notes” (the “Conditions”) as amended and/or supplemented by the Pricing Supplement specific to such Tranche. This Offering Circular must be read and construed together with any amendments or supplements hereto and with any information incorporated by reference herein and, in relation to any Tranche of Notes, must be read and construed together with the relevant Pricing Supplement. The distribution of this Offering Circular and any Pricing Supplement and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are required by the Issuer, the Subsidiary Guarantors, the Arrangers, the Dealers, the Trustee and the Agents to inform themselves about and to observe any such restrictions. None of the Issuer, the Subsidiary Guarantors, the Arrangers, the Dealers, the Trustee or the Agents represents that this Offering Circular or any Pricing Supplement may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assumes any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer, the Subsidiary Guarantors, the Arrangers, the Dealers, the Trustee or the Agents which would permit a public offering of any Notes or distribution of this Offering Circular or any Pricing Supplement in any jurisdiction where action for such purposes is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and none of this Offering Circular, any Pricing Supplement or any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. There are restrictions on the offer and sale of the Notes and the circulation of documents relating thereto, in certain jurisdictions including, but not limited to, the United States of America, Singapore, the European Economic Area, the Netherlands, the United Kingdom, Hong Kong, the PRC and Japan, and to persons resident therein or connected therewith. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States and may include Notes in bearer form that are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold or, in the case of bearer notes, delivered within the United States. The Notes are being offered and sold only outside the United States in reliance on Regulation S under the Securities Act. For a description of certain restrictions on offers, sales and transfers of Notes and on the distribution of this Offering Circular, see “Subscription and Sale”. This Offering Circular is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see “Information Incorporated by Reference”). This Offering Circular shall be read and construed on the basis that such documents are incorporated and form part of this Offering Circular. Listing of the Notes on the Official List of the SGX-ST is not to be taken as an indication of the merits of the Issuer, the Group, or the Notes. In making an investment decision, investors must rely on their own examination of the Issuer, the Subsidiary Guarantors, the Group and the terms of the offering, including the merits and risks involved. See “Risk Factors” for a discussion of certain factors to be considered in connection with an investment in the Notes. No person has been authorised by the Issuer or the Subsidiary Guarantors to give any information or to make any representation not contained in or not consistent with this Offering Circular or any other document entered into in relation to the Programme and the sale of Notes and, if given or made, such information or representation should not be relied upon as having been authorised by the Issuer, the Subsidiary Guarantors, the Arrangers or the Dealers. Neither the delivery of this Offering Circular or any Pricing Supplement nor the offering, sale or delivery of any Note shall, in any circumstances, create any implication that the information contained in this Offering Circular is true subsequent to the date hereof or the date upon which this Offering Circular has been most recently amended or supplemented or that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the prospects, business or financial position of the Issuer or the Group since the date thereof or, if later, the date upon which this Offering Circular has been most recently amended or supplemented or that

-ii- any other information supplied in connection with the Programme is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. The maximum aggregate principal amount of Notes outstanding at any one time under the Programme will not exceed U.S.$300,000,000 (and for this purpose, any Notes denominated in another currency shall be translated into U.S.$ at the date of the agreement to issue such Notes calculated in accordance with the provisions of the Dealer Agreement as defined under “Subscription and Sale”). The maximum aggregate principal amount of Notes which may be outstanding at any one time under the Programme may be increased from time to time, subject to compliance with the relevant provisions of the Dealer Agreement. IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES, THE ARRANGERS OR DEALERS (IF ANY) NAMED AS THE STABILISATION MANAGER(S) (THE “STABILISATION MANAGER(S)”) (OR PERSONS ACTING ON BEHALF OF STABILISATION MANAGER) IN THE APPLICABLE PRICING SUPPLEMENT MAY, TO THE EXTENT PERMITTED BY APPLICABLE LAWS AND RULES, OVER-ALLOT THE NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILISATION MANAGER(S) (OR PERSONS ACTING ON BEHALF OF A STABILISATION MANAGER) WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE RELEVANT TRANCHE OF NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE RELEVANT TRANCHE OF NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE RELEVANT TRANCHE OF NOTES. ANY STABILISATION OR OVER- ALLOTMENT MUST BE CONDUCTED BY THE RELEVANT STABILISATION MANAGER(S) (OR ANY PERSON ACTING ON BEHALF OF THE RELEVANT STABILISATION MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES. The Arrangers, the Dealers, the Trustee and the Agents have not separately verified the information contained or incorporated by reference in this Offering Circular. No representation, warranty or undertaking, express or implied is made by the Arrangers, the Dealers, the Trustee or the Agents, or any director, officer, employee, agent or affiliate of any such person, to the accuracy or completeness of any of the information contained or incorporated by reference in this Offering Circular, and none of the Arrangers, the Dealers, the Trustee or the Agents accept any responsibility for any acts or omissions of the Issuer or the Subsidiary Guarantors or any other person (other than the relevant Dealers) in connection with the issue and offering of the Notes. To the fullest extent permitted by law, none of the Arrangers, the Dealers, the Trustee or the Agents, or any director, officer, employee, agent or affiliate of any such person accepts any responsibility for the contents of this Offering Circular (including any information incorporated by reference herein) or for any other statement made or purported to be made by the Arrangers, the Dealers, the Trustee, the Agents, or any director, officer, employee, agent or affiliate of any such person or on its behalf in connection with the Issuer, the Subsidiary Guarantors, the Group, or the issue and offering of the Notes. Each of the Arrangers, Dealers, the Trustee and the Agents 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. This Offering Circular does not describe all of the risks and investment considerations (including those relating to each investor’s particular circumstances) of an investment in Notes of a particular issue. Each potential purchaser of Notes should refer to and consider carefully the relevant Pricing Supplement for each particular issue of Notes, which may describe additional risks and investment considerations associated with such Notes. The risks and investment considerations identified in this Offering Circular and the applicable Pricing Supplement are provided as general information only. Investors should consult their own tax, business, financial and legal advisors as to the risks and investment considerations arising from an investment in an issue of Notes and should possess the appropriate resources to analyse such investment and the suitability of such investment in their particular circumstances. Neither this Offering Circular nor any other information provided or incorporated by reference in connection with the Programme are 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 Subsidiary Guarantors, the Arrangers, the Dealers, the Trustee or the Agents, or any director, officer, employee, agent or affiliate of any such person that any recipient, of this Offering Circular or of any such information, should purchase the Notes. Each potential purchaser of Notes should make its own independent investigation of the financial condition, business and affairs, and its own appraisal of the creditworthiness, of the Issuer, the Subsidiary Guarantors, and the Group. Each potential purchaser of Notes should determine for itself the relevance of the information contained in this Offering

- iii - Circular and its purchase of Notes should be based upon such investigation as it deems necessary. Neither the Arrangers, the Dealers, the Trustee nor the Agents or agent or affiliate of any such person undertakes to review the financial condition or affairs of the Issuer, the Subsidiary Guarantors, and the Group during the life of the arrangements contemplated by this Offering Circular nor to advise any investor or potential investor in the Notes of any information coming to the attention of any of the Arrangers, the Dealers, the Trustee or the Agents or any of them. In this Offering Circular, where information has been presented in thousands or millions of units, amounts may have been rounded up or down. Accordingly, totals of columns or rows of numbers in tables may not be equal to the apparent total of the individual items and actual numbers may differ from those contained herein due to rounding. All non-company specific statistics and data relating to the Issuer’s industry or the economies of pertinent jurisdictions, such as Singapore, have been extracted or derived from publicly available information and various government sources. Each of the Issuer and the Subsidiary Guarantors believes that the sources of this information are appropriate for such information and each of the Issuer and the Subsidiary Guarantors has taken reasonable care in extracting and reproducing such information. Each of the Issuer and the Subsidiary Guarantors has no reason to believe that such information is false or misleading or that any fact has been omitted that would render such information false or misleading. However, such information has not been independently verified by the Issuer, the Subsidiary Guarantors, the Arrangers, the Trustee or the Agents or by their respective affiliates, officers, employees, directors, advisors and agents and none of the Issuer, the Subsidiary Guarantors, the Arrangers, the Trustee or the Agents or their respective affiliates, officers, employees, directors, advisors and agents makes any representation as to the correctness, accuracy or completeness of such information. In addition, third party information providers may have obtained information from market participants and such information may not have been independently verified. Accordingly, such information should not be unduly relied upon. This Offering Circular contains a translation of certain Malaysian ringgit amounts into Singapore dollars at specified rates solely for the convenience of the reader. Unless otherwise specified, where financial information in relation to the Issuer has been translated into Singapore dollars, it has been so translated, for convenience only, at the rate of RM2.980 to S$1.00 (being the rate as at 31 January 2018 published by The Monetary Authority of Singapore). No representation is made that the Malaysian ringgit amounts referred to in this Offering Circular could have been or could be converted into Singapore dollars at any particular rate or at all. In this Offering Circular, unless otherwise specified or the context otherwise requires, all references to “Singapore dollars” and “S$” are to Singapore dollars; all references to “U.S.$” and to “U.S. dollars” are to United States dollars; all references to “HK$” and “Hong Kong dollars” are to Hong Kong dollars; all references to “pounds sterling” and “£” are to the currency of the United Kingdom; all references to “euro” and “€” are to the currency introduced at the start of the third stage of European economic and monetary union, and as defined in Article 2 of Council Regulation (EC) No. 974/98 of 3 May 1998 on the introduction of the euro as amended; all references to “yen”or“Japanese Yen” are to Japanese yen; all references to “RM” are to Malaysian ringgit; all references to “Renminbi”, “RMB”, “Chinese Yuan” and “CNY” are to the currency of the PRC; all references to “Singapore” are to the Republic of Singapore; references to “United States”or“U.S.” are to the United States of America; references to “China” and the “PRC” in this Offering Circular mean the People’s Republic of China and for geographical reference only (unless otherwise stated) exclude Taiwan, Macau and Hong Kong; references to “PRC Government” mean the government of the PRC; references to “Hong Kong” are to the Hong Kong Special Administrative Region of the People’s Republic of China; references to “Macau” are to the Macao Special Administrative Region of the People’s Republic of China; references to “Australia” are to the Commonwealth of Australia; and all references to “United Kingdom” are to the United Kingdom of Great Britain and Northern Ireland. Any person(s) who is invited to purchase or subscribe for the Notes or to whom this Offering Circular is sent shall not make any offer or sale, directly or indirectly, of any Notes 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.

FORWARD-LOOKING STATEMENTS Certain statements under “Risk Factors”, “Description of the Group” and elsewhere in this Offering Circular constitute “forward-looking statements”. The words including “believe”, “expect’, “plan”, “anticipate”, “schedule”, “estimate” and similar words or expressions identify forward-looking statements. In addition, all statements other than statements of historical facts included in this Offering Circular, including, but without

-iv- limitation, those regarding the financial position, business strategy, prospects, capital expenditure and investment plans of the Group and the plans and objectives of the Group’s management for its future operations (including development plans and objectives relating to the Group’s operations), are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results or performance of the Group to differ materially from those expressed or implied by such forward- looking statements. Such forward-looking statements are based on numerous assumptions regarding the Group’s present and future business strategies and the environment in which the Group will operate in the future. Each of the Issuer and each Subsidiary Guarantor expressly disclaims any obligation or undertaking to release any updates or revisions to any forward-looking statements contained herein to reflect any change in the Issuer’s or the Subsidiary Guarantors or the Group’s expectations with regard thereto or any change of events, conditions or circumstances, on which any such statements were based. This Offering Circular discloses, under “Risk Factors” and elsewhere, important factors that could cause actual results to differ materially from the Issuer’s and the Subsidiary Guarantors expectations. All subsequent written and forward-looking statements attributable to the Issuer, the Subsidiary Guarantors or the Group or persons acting on behalf of the Issuer, the Subsidiary Guarantors or the Group are expressly qualified in their entirety by such cautionary statements.

-v- INFORMATION INCORPORATED BY REFERENCE The following documents published or issued from time to time after the date hereof shall be deemed to be incorporated by reference in, and to form part of, this Offering Circular, and this Offering Circular should be read and construed in conjunction with: (1) any annual reports, audited consolidated accounts and/or unaudited financial statements of the Issuer (including, without limitation, the most recently published audited consolidated annual financial statements and any interim financial statements (whether audited or unaudited) published subsequently to such financial statements of the Issuer from time to time (if any), in each case with the report of the auditors in connection therewith (if any), and (2) any supplement or amendment to this Offering Circular issued including each relevant Pricing Supplement. This Offering Circular is to be read in conjunction with all such documents which are incorporated by reference herein and, with respect to any series or tranche of Notes, any Pricing Supplement in respect of such series or tranche. Any statement contained in this Offering Circular or in a document deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this Offering Circular to the extent that a statement contained in this Offering Circular or in such subsequent document that is also deemed to be incorporated by reference herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Offering Circular. Copies of all such documents which are so deemed to be incorporated in, and to form part of, this Offering Circular will be available free of charge during usual business hours on any weekday (Saturdays and public holidays excepted) from the specified office of the Trustee (as defined under “Summary of the Programme”) set out at the end of this Offering Circular. As at the date of this Offering Circular, the Issuer has prepared audited consolidated financial statements as at and for the years ended 31 March 2017 and 31 March 2016 and interim unaudited consolidated financial statements as at and for the nine months ended 31 December 2017 which are contained in the financial statements announcement of the Issuer for the third quarter ended 31 December 2017. See “Index to Financial Statements”. These financial statements of the Issuer were prepared in conformity with Singapore Financial Reporting Standards (“SFRS”) issued by the Accounting Standards Council. See “General Information” for a description of the financial statements currently published by the Issuer.

PRESENTATION OF FINANCIAL INFORMATION AND OTHER DATA Presentation of Financial Information The Issuer’s audited consolidated financial statements are prepared in accordance with SFRS, which differ in certain respects from generally accepted accounting principles in other countries, including International Financial Reporting Standards (“IFRS”), which differences might be material to the financial information presented herein. Potential investors should consult their own professional advisers for an understanding of the difference between SFRS, IFRS and accounting principles in certain other jurisdictions, and how those differences might affect the financial information presented herein. In making an investment decision, investors must rely upon their own independent examination of the Issuer, the Group, the terms of this offering and the recent financial information of the Issuer and the Group. Unless specified or the context otherwise requires, all financial information in this Offering Circular is presented on a consolidated basis. Unless otherwise indicated, the historical financial information included in this Offering Circular has been derived from the Issuer’s audited consolidated financial statements as at and for the years ended 31 March 2017 and 31 March 2016 and the Issuer’s interim unaudited consolidated financial statements as at and for the nine months ended 31 December 2017. The interim unaudited consolidated financial statements for the nine months ended 31 December 2017 have not been audited or subject to any review by the auditors of the Group. There can be no assurance that if such financial statements had been audited or reviewed that there would be no change in the financial statements and that such changes would not be material. Consequently, such statements should not be relied upon by potential purchasers to provide the same quality of information associated with information that has been subject to an audit or a full review. Potential investors must exercise caution when using such data to evaluate the Group’s financial condition, results of operations and results. As of the date of this Offering Circular, the consolidated financial statements as at and for the year ended 31 March 2017 are the latest available audited or reviewed financial statements of the Group, and there are no audited or reviewed financial statements relating to the Group since that date.

-vi- Comparability of Financial Information Since 2015, the Group has acquired (i) controlling equity interests in Vividthree Productions Pte. Ltd., Millinillion Pte. Ltd. (now known as mm2view Pte. Ltd.), UnUsUaL Limited, Cathay Cineplexes Pte Ltd and Dick Lee Asia Pte. Ltd,; (ii) interests in associated companies namely RINGS.TV Pte Ltd, Cinema Pro Limited, River Front Mega Cineplex Sdn Bhd and Dreamteam Studio Sdn Bhd; and (iii) business assets from Cathay Cineplexes Sdn Bhd, Mega Cinemas Management Sdn Bhd and Lotus Fivestar Cinemas (M) Sdn. Bhd. Some of these acquisitions have been significant, including most recently, the Cathay Acquisition and Lotus Acquisition (as defined below). As a result, the audited consolidated financial statements for the last three financial years and the interim unaudited consolidated financial statements for the nine months ended 31 December 2017 of the Issuer are not comparable and may not be indicative of its future performance. The Issuer’s revenue, expenses and operating results may also vary from period to period in response to a variety of factors beyond its control. In relation to the financial information disclosed in this Offering Circular, the interim unaudited consolidated financial statements of the Issuer as at and for the nine months ended 31 December 2017 include the results of operations of Cathay Cineplexes Pte Ltd (“Cathay Cineplexes”) as of its date of acquisition by the Issuer (the “Cathay Acquisition”), and the results of operations from the acquisition of business assets from Lotus Fivestar Cinemas (M) Sdn. Bhd (“Lotus Fivestar Cinemas”) (the “Lotus Acquisition”). For these reasons, the period-to-period comparison of the Issuer’s operating results for the nine month periods ended 31 December 2017 and 2016 may not be meaningful and caution should accordingly be exercised in using such comparisons as a basis for any investment decision or to predict the future performance of the Issuer. See “Description of the Group—Recent Developments and Strategic Acquisitions” for more details of the Cathay Acquisition and the Lotus Acquisition.

Presentation of Pro Forma Financial Information See “Unaudited Pro Forma Consolidated Financial Information” for the unaudited pro forma consolidated financial information of the Issuer, which has been prepared for illustrative purposes only and based on certain assumptions and after making certain adjustments to show what the consolidated statements of comprehensive income and consolidated statements of changes in equity and cash flow of the Group as at and for the year ended 31 March 2017 and as at and for the nine months ended 31 December 2017 would have been if the Adjustment Events (as defined herein), which include the Cathay Acquisition and Lotus Acquisition described above, had occurred on 1 April 2016, and what the consolidated statements of financial position of the Group as of 31 March 2017 and 31 December 2017 would have been if the Adjustment Events had occurred on 31 March 2017 and 31 December 2017, respectively. This unaudited pro forma consolidated financial information reflects the estimates, assumptions and judgments made by the Issuer. These estimates, assumptions and judgments affect the reported amounts of assets and liabilities as of the dates presented as well as revenue and expenses reported for the periods presented. As a result, the unaudited pro forma consolidated financial information is not necessarily indicative of what the Issuer’s actual results of operations, financial position and cash flow would have been on or as of such dates nor does it purport to project the Issuer’s results of operations, financial position or cash flows for any future period or date. The unaudited pro forma consolidated financial information does not include all of the information required for financial statements under SFRS and should therefore be read in conjunction with the historical consolidated financial statements of the Issuer included in this Offering Circular. Further, the unaudited pro forma consolidated financial information was not prepared in connection with an offering registered with the United States Securities and Exchange Commission (the “SEC”) under the U.S. Securities Act and consequently does not comply with the SEC’s rules on presentation of pro forma financial statements.

Non-SFRS Financial Measures As used in this Offering Circular, a non-SFRS financial measure is one that purports to measure historical or future financial performance, financial position or cash flows, but excludes or includes amounts that would not be so excluded or included in the most comparable SFRS measures. “EBITDA” is a non-SFRS financial measure which is defined as earnings before interest, tax, depreciation and amortisation. EBITDA, as used in this Offering Circular, is a supplemental financial measure of the Group’s performance and is not required by, or presented in accordance with, SFRS or generally accepted accounting principles in certain other countries. Furthermore, EBITDA is not a measure of financial performance or liquidity under SFRS or any

-vii- other generally accepted accounting principles and should not be considered as alternatives to net income, operating income or any other performance measures derived in accordance with SFRS or any other generally accepted accounting principles. EBITDA should not therefore be considered in isolation from, or a substitute for, the analysis of the financial condition or results of operations of the Group, as reported under SFRS. Further, EBITDA may not reflect all of the financial and operating results and requirements of the Group. In particular, EBITDA does not reflect the Group’s needs for capital expenditures, debt servicing or additional capital that may be required to replace assets that are fully depreciated or amortised. Other companies may calculate or define EBITDA differently, limiting its usefulness as a comparative measure. The Issuer believes that this supplemental financial measure facilitates operating performance comparisons for the Group from period to period by eliminating potential differences caused by variations in capital structures (affecting interest expense), tax positions (such as the impact on periods of changes in effective tax rates or net operating losses) and the age and book depreciation of tangible assets (affecting relative depreciation expense). In particular, EBITDA eliminates the non-cash depreciation expense that arises from the intangible assets recognised in business combinations. The Issuer has presented this supplemental financial measure because it believes these measures are frequently used by securities analysts and investors in evaluating similar issuers.

Industry and Market Data Market data and certain industry forecasts used throughout this Offering Circular have been obtained based on internal surveys, market research, publicly available information and industry publications. Industry publications generally state that the information that they contain has been obtained from sources believed by the Issuer and the Subsidiary Guarantors to be reliable and accurate but that the accuracy and completeness of that information is not guaranteed. Similarly, internal surveys, industry forecasts and market research, while believed to be reliable, have not been independently verified, and none of the Issuer, the Subsidiary Guarantors, the Arrangers or their respective directors, officers and advisers makes any representation as to the correctness, accuracy or completeness of that information. In addition, third-party information providers may have obtained information from market participants and such information may not have been independently verified.

- viii - CONTENTS

Page Page SUMMARY OF THE GROUP ...... 1 SUMMARY OF PROVISIONS RELATING SUMMARY OF THE PROGRAMME ...... 3 TO THE NOTES WHILE IN GLOBAL SUMMARY FINANCIAL FORM ...... 40 INFORMATION ...... 9 TERMS AND CONDITIONS OF THE SUMMARY PRO FORMA FINANCIAL NOTES ...... 42 INFORMATION ...... 11 FORM OF PRICING SUPPLEMENT ...... 90 CORPORATE AND FINANCING CAPITALISATION AND STRUCTURE ...... 13 INDEBTEDNESS ...... 99 RISK FACTORS ...... 14 DESCRIPTION OF THE GROUP ...... 100 USE OF PROCEEDS ...... 34 DIRECTORS AND MANAGEMENT ...... 137 FORMS OF THE NOTES ...... 35 TAXATION ...... 145 CLEARING AND SETTLEMENT ...... 39 SUBSCRIPTION AND SALE ...... 149 GENERAL INFORMATION ...... 153 INDEX OF FINANCIAL STATEMENTS . . . F-1 SUMMARY OF THE GROUP

The summary below is only intended to provide a limited overview of information described in more detail elsewhere in this Offering Circular. As it is a summary, it does not contain all of the information that may be important to investors and terms defined elsewhere in this Offering Circular shall have the meaning when used in this Summary. Prospective investors should therefore read this Offering Circular in its entirety.

Overview Introduction The Group is an entertainment group that offers a host of services. It commenced business operations in both Malaysia and Singapore as a media and content producer for film and television, and as a distribution and sponsorship startup. Since 2014, it has grown rapidly through organic growth, strategic acquisitions and investments in various countries.

Principal Business Activities and Technologies Core business: content production, distribution and sponsorship – As a content producer, the Group distinguishes its capabilities by providing services across the entire content value chain. By providing a spectrum of services from content production to sponsorship to distribution, the Group is in a prime position to be the partner of choice for content creators, producers and directors. Post-production – The Group’s post-production business refers to services in 3D stereoscopic animation, 3D animation and visual effects for feature films and commercials. Currently, the Group offers post-production services to a global clientele of renowned directors and broadcasters across commercial, corporate and government sectors. Cinema operations – Through its cinema ownership in Malaysia, the Group is the fourth largest cinema operator in Malaysia. Along with its acquisition of Cathay Cineplexes Pte Ltd in Singapore in November 2017, the Group is now the only cinema operator present in both Singapore and Malaysia. Event production and concert promotion – The Group’s business in this area is operated by its subsidiary, UnUsUaL. UnUsUaL is a recognised player in the live entertainment industry, specialising in the organisation, production and promotion of large-scale live events and concerts for international artistes.

Recent Developments Cathay Cineplexes – On 24 November 2017, the Group completed the purchase of the entire issued and paid-up share capital of Cathay Cineplexes Pte Ltd. This acquisition was a strategic investment by the Group – and is in line with the Group’s overarching strategy to diversify into the downstream value chain of film production and also complements its other cinema operations. Lotus Fivestar – On 15 September 2017, the Group completed the acquisition of 13 Lotus Fivestar cinemas located outside the Klang Valley city centre in Malaysia from Lotus Fivestar Cinemas (M) Sdn Bhd. A number of these cinemas have monopolistic characteristics as there are no other cinemas in close proximity. The cinemas’ strategic locations enable the Group to capitalise on the growing number of suburban consumers.

Competitive Strengths The Group’s track record of successful projects, reputation and experience enable it to forge and maintain a strong network of business relationships with a network of key industry players in Singapore, Malaysia, Hong Kong, Taiwan and the PRC, including investors, major exhibitors, production studios, actors/actresses, directors, crew and post-production companies. With subsidiaries in Singapore, Malaysia, Hong Kong and the U.S. as well as business partners in Taiwan and the PRC, the Group is able to access various business opportunities in these markets.

Strategies Expansion through value-creating acquisitions, joint ventures or strategic alliances plays a key role in the Group’s growth strategy. Compared to greenfield projects, the Group believes that acquisitions, joint ventures or strategic alliances allow the Group to establish an immediate presence in new markets, expand service offerings and acquire new clients more rapidly. In particular, the Group plans to continue its expansion into markets in

-1- North Asia and beyond by actively engaging in co-production ventures with producers in Hong Kong, Taiwan and the PRC. As the Group derives most of its revenue from productions in the form of production fees, it also plans to focus on producing movies with larger production budgets as production budgets affect the amount of producer fees it receives.

-2- SUMMARY OF THE PROGRAMME The following summary is qualified in its entirety by the remainder of this Offering Circular. This summary must be read as an introduction to this Offering Circular and any decision to invest in the Notes should be based on a consideration of the Offering Circular as a whole, including any information incorporated by reference. Phrases used and conditions referred to in this summary and not otherwise defined in this Offering Circular shall have the meanings given to them in “Terms and Conditions of the Notes”. Issuer ...... mm2 Asia Ltd. Subsidiary Guarantors ...... Cathay Cineplexes Pte Ltd, mm Connect Pte. Ltd., mm2 Entertainment Pte. Ltd., mm Plus Pte. Ltd., and 2mm Pte. Ltd. Description ...... Guaranteed Multicurrency Medium Term Note Programme. Programme Size ...... Up to U.S.$300,000,000 (or the equivalent in other currencies calculated as described in the Dealer Agreement) in aggregate nominal amount of Notes outstanding at any one time. The Issuer and the Subsidiary Guarantors may increase the aggregate nominal amount of the Programme in accordance with the terms of the Dealer Agreement. Risk Factors ...... Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the ability of the Issuer to fulfil its obligations in respect of the Notes are discussed under the section “Risk Factors” below. Form ...... Notes may be issued in bearer form (“Bearer Notes”) or in registered form (“Registered Notes”). Registered Notes will not be exchangeable for Bearer Notes and vice versa. Each Tranche of Bearer Notes will initially be represented in the form of either a Temporary Global Note or a Permanent Global Note, in each case as specified in the relevant Pricing Supplement. Each Temporary Global Note and Permanent Global Note will be deposited on or around the relevant issue date with a common depositary or sub-custodian for Clearstream, Euroclear and/or as the case may be, with CDP and/or any other relevant clearing system. Each Temporary Global Note will be exchangeable for a Permanent Global Note or, if so specified in the relevant Pricing Supplement, for Definitive Notes (as defined under “Terms and Conditions of the Notes”). If the TEFRA D Rules are specified in the relevant Pricing Supplement as applicable, certification as to non-U.S. beneficial ownership will be a condition precedent to any exchange of an interest in a Temporary Global Note or receipt of any payment of interest in respect of a Temporary Global Note. Each Permanent Global Note will be exchangeable for Definitive Notes in accordance with its terms. Definitive Notes will, if interest-bearing, have Coupons (as defined in the Trust Deed) attached and, if appropriate, a Talon (as defined in the Trust Deed) for further Coupons. Registered Notes will initially be represented by a Global Note Certificate which will be registered in the name of, or in the name of a nominee for one or more of Euroclear, Clearstream and/or the CDP. Arrangers & Dealers ...... The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch and Standard Chartered Bank. Dealers ...... The Issuer and the Subsidiary Guarantors may from time to time terminate the appointment of any dealer under the Programme or appoint dealers either in respect of one or more Tranches or in respect of the whole Programme. References in this Offering Circular to “Dealers” are to all persons appointed as a dealer in respect of one or more Tranches or the Programme.

-3- Certain Restrictions ...... Foradescription of certain restrictions on offers, sales and deliveries of Notes and the distribution of offering material relating to the Notes, see the section on “Subscription and Sale” below. Further restrictions may apply in connection with any particular Series or Tranche of Notes. Trustee ...... HSBC Institutional Trust Services (Singapore) Limited. Principal Paying Agent ...... TheHongkong and Shanghai Banking Corporation Limited. CDP Lodging and Paying Agent ..... The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch. The Principal Paying Agent and the CDP Lodging and Paying Agent are together referred to as the “Paying Agents”. Transfer Agent ...... TheHongkong and Shanghai Banking Corporation Limited. CDP Transfer Agent ...... The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch. Registrar ...... The Hongkong and Shanghai Banking Corporation Limited. The Principal Paying Agent, CDP Lodging and Paying Agent, the Transfer Agent, CDP Transfer Agent, the Registrar and the CDP Registrar are together referred to as the “Agents”. CDP Registrar ...... The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch. Method of Issue ...... The Notes may be issued on a syndicated or non-syndicated basis. The Notes will be issued in series (each a “Series”) having one or more issue dates and on terms otherwise identical (or identical other than in respect of the first payment of interest), the Notes of each Series being intended to be interchangeable with all other Notes of that Series. Each Series may be issued in tranches (each a “Tranche”) on the same or different issue dates. The specific terms of each Tranche (which will be completed, where necessary, with the relevant terms and conditions and, save in respect of the issue date, issue price, first payment date of interest and nominal amount of the Tranche, will be identical to the terms of other Tranches of the same Series) will be completed in the Pricing Supplement. Issue Price ...... Notes may be issued at their nominal amount or at a discount or premium to their nominal amount. Clearing Systems ...... Clearstream and Euroclear and/or CDP for Bearer Notes and Clearstream and Euroclear and/or CDP for Registered Notes and, in relation to any Tranche, such other clearing system as agreed between the Issuer, the relevant Dealer(s), the Agents and the Trustee. Currencies ...... Notes may be denominated in any currency or currencies, subject to compliance with all applicable legal and/or regulatory and/or central bank requirements. Payments in respect of Notes may, subject to such compliance, be made in and/or linked to, any currency or currencies other than the currency in which such Notes are denominated. Specified Denomination ...... Notes will be issued in such denominations as may be agreed between the Issuer and the Dealers save that the minimum denomination of each Notes will be such as may be allowed or required from time to time by the central banks (or equivalent body) or any laws or regulations applicable to the relevant currency (see “Certain Restrictions” above). Governing Law ...... TheProgramme and any Notes to be issued under the Programme, the Trust Deed (which includes the Guarantees of the Notes) and, the Agency Agreement will be governed by, and construed in accordance with, Singapore law.

-4- Listing and Admission to Trading .... Application has been made to the SGX-ST for permission to deal in, and for quotation of, any Notes that may be issued pursuant to the Programme and which are agreed at or prior to the time of issue thereof to be so listed on the Official List of the SGX-ST. In addition, at the relevant time of issue of any Notes which are agreed at the time of issue to be listed on the Official List of the SGX-ST, a separate application will be made to the SGX-ST for the permission to deal in, and for quotation of, such Notes on the Official List of 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 permission to deal in, and for quotation of such Notes will be approved. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained herein. The approval in principle (if obtained) from, and the admission of any Notes to, the Official List of the SGX-ST is not to be taken as an indication of the merits of the Issuer, the Group, the Programme and/or the Notes. For so long as any Notes are listed on the SGX-ST and the rules of the SGX-ST so require, such Notes will be traded on the SGX-ST in a minimum board lot size of S$200,000 (or its equivalent in other currencies) or such other amount as may be allowed or required from time to time. The Notes may also be listed on such other or further stock exchange(s) as may be agreed in relation to each Series. However, unlisted Notes and Notes to be listed, traded or quoted on or by any other competent authority, stock exchange or quotation system may be issued pursuant to the Programme. The relevant Pricing Supplement in respect of the issue of any Notes will specify whether or not such Notes will be listed on the SGX-ST or listed, traded or quoted on or by any other competent authority, exchange or quotation system. Selling Restrictions ...... There are restrictions on the offer, sale and transfer of the Notes in the United States of America, the European Economic Area, the United Kingdom, Hong Kong, the PRC and Singapore and such other restrictions as may be required in connection with the offering and sale of a particular Tranche of Notes, see “Subscription and Sale”. Status of Notes ...... The Notes will (subject to the provisions of Condition 5) constitute direct, general and unconditional obligations of the Issuer which will at all times rank pari passu among themselves and at least pari passu with all other present and future unsecured obligations of the Issuer, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application. Status of the Guarantee ...... The Subsidiary Guarantors have unconditionally and irrevocably guaranteed the due payment of all sums expressed to be payable by the Issuer under the Trust Deed, the Programme and the Notes. The Guarantees of the Notes will (subject to the provisions of Condition 5) constitute direct, general and unconditional obligations of each Subsidiary Guarantor which will at all times rank at least pari passu with all other present and future unsecured obligations of each Subsidiary Guarantor, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application. Maturities ...... Any maturity as may be agreed between the Issuer, the Subsidiary Guarantors and the relevant Dealer(s), subject, in relation to specific currencies, to compliance with all applicable legal and/or regulatory and/or central bank requirements.

-5- Fixed Rate Notes ...... Fixed interest will be payable in arrear on such date or dates as may be agreed between the Issuer, the Subsidiary Guarantors and the relevant Dealer and on redemption and will be calculated on the basis of such Day Count Fraction as specified in the relevant Pricing Supplement. Floating Rate Notes ...... Floating Rate Notes will bear interest payable in arrear and determined separately for each Series as follows: (i) on the same basis as the floating rate under a notional interest rate swap transaction in the relevant Specified Currency governed by an agreement incorporating the 2006 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc. and as amended and updated as at the Issue Date of the first Tranche of the Notes of the relevant Series); or (ii) by reference to LIBOR, EURIBOR or SIBOR (or such other benchmark as may be specified in the relevant Pricing Supplement) as adjusted for any applicable margin; or (iii) on such other basis as may be agreed between the Issuer, the Subsidiary Guarantors and the Relevant Dealer. Interest periods will be specified in the relevant Pricing Supplement. Zero Coupon Notes ...... Zero Coupon Notes (as defined in “Terms and Conditions of the Notes”) may be issued at their nominal amount or at a discount to it and will not bear interest. Dual Currency Notes ...... Payments (whether in respect of principal or interest and whether at maturity or otherwise) in respect of Dual Currency Notes (as defined in “Terms and Conditions of the Notes”) will be made in such currencies, and based on such rates of exchange as the Issuer, the Subsidiary Guarantors and the Relevant Dealer may agree and as may be specified in the relevant Pricing Supplement. Interest Periods and Interest Rates . . . The length of the interest periods for the Notes and the applicable interest rate or its method of calculation may differ from time to time or be constant for any Series. Floating Rate Notes may also have a maximum interest rate, a minimum interest rate, or both. The use of interest accrual periods permits the Notes to bear interest at different rates in the same interest period. All such information will be set out in the relevant Pricing Supplement. Negative Pledge ...... TheNotes will contain a negative pledge provision, as described in Condition 5. Certain Covenants ...... The Issuer and the Subsidiary Guarantors have agreed in the Trust Deed constituting the Notes and the Conditions related thereto to observe certain covenants, including, among other things: Negative Pledge; Limitation on Indebtedness and issuance of Preferred Stock and Disqualified Stock; Limitation on Restricted Payments; Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries; Limitation on Sales and Issuances of Capital Stock in Restricted Subsidiaries; Limitation on Issuances of Guarantees by Restricted Subsidiaries; Limitation on Transaction with Shareholders and Affiliates; Limitation on Liens; Limitation on Sale and Leaseback Transactions; Limitation on Asset Sales; Limitation on Issuer’s Business Activities; Provision of Financial Statements and Reports; Consolidation, Merger and Sale of Assets; and Payment Blockage.

-6- These covenants are subject to a number of important qualifications and exceptions. See “Terms and Conditions of the Notes”. Any relevant Pricing Supplement may also contain other covenants, as to be agreed between the Issuer and the relevant Dealer(s). Withholding Tax ...... Allpayments in respect of the Notes and the Coupons by or on behalf of the Issuer or any of the Subsidiary Guarantors shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within Singapore or any authority thereof or therein having power to tax, unless such withholding or deduction is required by law. In that event, the Issuer or (as the case may be) the Subsidiary Guarantors) shall pay such additional amounts as will result in the receipt by the Noteholders and the Couponholders of such amounts as would have been received by them had no such deduction or withholding been required, save for certain exceptions. For further details, please see “Taxation” herein. Redemption ...... The applicable Pricing Supplement will indicate either that the relevant Notes cannot be redeemed prior to their stated maturity (other than in specified instalments, if applicable, or for taxation reasons or following an Event of Default) or that such Notes will be redeemable at the option of the Issuer and/or the Noteholders upon giving notice to the Noteholders or the Issuer, as the case may be, on a date or dates specified prior to such stated maturity and at a price or prices and on such other terms as may be agreed between the Issuer, the Subsidiary Guarantors and the Dealers. The applicable Pricing Supplement may provide that Notes may be redeemable in two or more instalments of such amounts and on such dates as are indicated in the applicable Pricing Supplement. Notes having a maturity of less than one year are subject to certain restrictions on their denomination and distribution. See “Selling Restrictions—United Kingdom”. Optional Redemption ...... Notes may be redeemed before their stated maturity at the option of the Issuer (either in whole or in part) and/or the Noteholders to the extent (if at all) specified in the relevant Pricing Supplement and subject to Condition 10. Redemption for Taxation Reasons .... TheNotes may be redeemed at the option of the Issuer in whole, but not in part, at any time (unless the Floating Rate Note Provisions are specified in the relevant Pricing Supplement as being applicable) or on any Interest Payment Date (if the Floating Rate Note Provisions are specified in the relevant Pricing Supplement as being applicable), on giving not less than 30 nor more than 60 days’ notice to the Noteholders (which notice shall be irrevocable) at their Early Redemption Amount (Tax) (as described in Condition 10) (together with interest accrued but unpaid (if any) to the date fixed for redemption), if: (A) immediately before the giving of such notice, the Issuer satisfies the Trustee that (A) the Issuer has or will become obliged to pay Additional Amounts as provided or referred to in Condition 13 as a result of any change in, or amendment to, the laws or regulations of Singapore or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on

-7- or after the date on which agreement is reached to issue the first Tranche of the Notes, and (B) such obligation cannot be avoided by the Issuer taking reasonable measures available to it, provided, however, that no such notice of redemption shall be given earlier than (i) (where the Notes may be redeemed at any time) 90 days prior to the earliest date on which the Issuer would be obliged to pay such Additional Amounts were a payment in respect of the Notes then due; or (ii) (where the Notes may be redeemed only on an Interest Payment Date) 60 days prior to the Interest Payment Date occurring immediately before the earliest date on which the Issuer would be obliged to pay such Additional Amounts if a payment in respect of the Notes were then due. Prior to the publication of any notice of redemption pursuant to Condition 10(b), the Issuer shall deliver or procure that there is delivered to the Trustee (x) a certificate signed by two directors of the Issuer stating that the circumstances referred to in (A) and (B) prevail and setting out the details of such circumstances; and (y) an opinion in form and substance satisfactory to the Trustee of independent legal advisers of recognised standing to the effect that the Issuer has or will become obliged to pay such Additional Amounts as a result of such change or amendment. The Trustee shall be entitled to accept such certificate and opinion as sufficient evidence of the satisfaction of the circumstances set out in (A) and (B) above, in which event it shall be conclusive and binding on Noteholders and Couponholders. Redemption for Change of Control . . . At any time following the occurrence of a Change of Control (as defined in the Conditions), each Noteholder will have the right, at such Noteholder’s option, to require the Issuer to redeem all but not some only of that Noteholder’s Notes on the Relevant Event Put Settlement Date at Early Redemption Amount (Change of Control), together with interest accrued but unpaid (if any) up to, but excluding the Change of Control Put Date, as further described in Condition 10(f). Redemption for Excess Proceeds ..... The Issuer shall, at the option of any Noteholder, redeem all or a portion of that Noteholder’s Notes (as set forth in Condition 5(j)) on the Excess Proceeds Put Date at the Early Redemption Amount (Excess Proceeds), together with interest accrued but unpaid (if any) up to, but excluding the Excess Proceeds Put Date, as further described in Condition 10(g). Events of Default ...... Upon the occurrence of certain events as described in Condition 14, the Trustee at its discretion may and, if so requested in writing by holders of at least 25 per cent. of the aggregate principal amount of the then outstanding Notes or if so directed by an Extraordinary Resolution (as defined in the Conditions), shall (subject to the Trustee having been indemnified and/or provided with security and/or prefunded to its satisfaction) give written notice to the Issuer declaring the Notes to be immediately due and payable, whereupon they shall become immediately due and payable at their principal amount together with accrued but unpaid interest (if any) without further action or formality. Cross Default ...... TheConditions will contain a cross default provision as described in Condition 14.

-8- SUMMARY FINANCIAL INFORMATION The following tables present a summary of the audited consolidated financial statements of the Group as at and for each of the years ended 31 March 2017, 31 March 2016, 31 March 2015 and interim unaudited consolidated financial statements of the Group as at and for the nine months ended 31 December 2017. The summary audited consolidated financial information as at and for each of the years ended 31 March 2017 and 31 March 2016 have been extracted from, and should be read in conjunction with, the audited consolidated financial statements of the Issuer for the years ended 31 March 2017 and 31 March 2016 that have been audited by Nexia TS Public Accounting Corporation and the related notes thereto (though prospective investors should note that they have not been specifically prepared for inclusion in this Offering Circular). The summary unaudited consolidated financial information of the Group as at and for the nine months ended 31 December 2017 and the interim unaudited consolidated financial statements of the Group as at and for the nine months ended 31 December 2017 have been derived from the Issuer’s unaudited financial results announcement for the nine months ended 31 December 2017, and should be read in conjunction with such published unaudited financial results announcement (though prospective investors should note that they have not been specifically prepared for inclusion in this Offering Circular). Whilst the Group’s interim unaudited consolidated financial statements as at and for the nine months ended 31 December 2017 were prepared in accordance with Singapore Financial Reporting Standards, such unaudited consolidated financial statements included in this Offering Circular have not been audited or reviewed by Nexia TS Public Accounting Corporation. Accordingly, there can be no assurance that if such financial statements had been audited or reviewed that there would be no change in the financial statements and that such changes would not be material. Consequently, such statements should not be relied upon by potential purchasers to provide the same quality of information associated with information that has been subject to an audit or a full review. Potential purchasers must exercise caution when using such data to evaluate the Group’s financial condition, results of operations and results. The summary unaudited consolidated financial statements of the Group as at and for the nine months ended 31 December 2017 and 2016 are not necessarily comparable. See “Presentation of Financial Information and Other Financial Data—Comparability of Financial Information”.

-9- Consolidated statements of profit or loss and other comprehensive income of the Group for the FY2015, FY2016, FY2017 and the unaudited consolidated statements of profit or loss and other comprehensive income of the Group for 9M FY2017 and 9M FY2018 are set out below:

Unaudited Audited 9M FY2018 9M FY2017 FY2017 FY2016 FY2015 S$’000 S$’000 S$’000 S$’000 S$’000 Revenue ...... 108,413 53,073 95,721 38,338 24,287 Cost of Sales ...... (54,276) (24,441) (50,467) (19,952) (14,704) Gross profit ...... 54,137 28,632 45,254 18,386 9,583 Other income ...... 759 378 171 50 3 Other gains—net ...... 246 712 242 236 7 Administrative expenses ...... (26,714) (13,700) (19,207) (8,295) (2,995) Finance expenses ...... (590) (453) (616) (387) (18) (27,304) (14,153) (19,823) (8,682) (3,013) Share of profit/(loss) of associated companies ...... (48) — (7) (*) * Profit before income tax ...... 27,790 15,569 25,837 9,990 6,580 Income tax expense ...... (5,288) (2,851) (3,847) (1,095) (1,496) Net profit for the financial period ...... 22,502 12,718 21,990 8,895 5,084 Other comprehensive income, net of tax: Items that may be reclassified subsequently to profit or loss: Currency translation difference arising from consolidation—gains/(losses) ...... 79 (159) (526) (545) (53) Total comprehensive income ...... 22,581 12,559 21,464 8,350 5,031 Profit attributable to: Equity holders of the Company ...... 17,368 11,136 18,758 8,176 5,084 Non-controlling interests ...... 5,134 1,582 3,232 719 — 22,502 12,718 21,990 8,895 5,084 Total comprehensive income attributable to: Equity holders of the Company ...... 17,464 10,986 18,232 7,631 5,031 Non-controlling interests ...... 5,117 1,573 3,232 719 — 22,581 12,559 21,464 8,350 5,031 Earnings per share for profit attributable to equity holders of the Company (cents per share) Basic ...... 1.55 1.11 1.85 0.971 1.231 Diluted ...... 1.55 1.11 1.85 0.951 1.231

1 The earnings per share for profit attributable to equity holders of the Issuer have been retrospectively adjusted to reflect the two share split exercises in FY2016 and FY2017.

-10- SUMMARY PRO FORMA FINANCIAL INFORMATION You should read the following summary unaudited pro forma consolidated financial information for the periods and as of the dates indicated, in conjunction with the Issuer’s unaudited pro forma consolidated financial statements and the accompanying notes included elsewhere in this Offering Circular. The summary unaudited pro forma consolidated financial information has been prepared for illustrative purposes only and based on certain assumptions and after making certain adjustments to show consolidated statements of comprehensive income and consolidated statements of changes in equity and cash flow of the Group for the year ended 31 March 2017 and for the nine months ended 31 December 2017 if: (i) the Cathay Acquisition; and (ii) the Lotus Acquisition, (collectively, the “Adjustment Events”), had occurred on 1 April 2016 and what the consolidated statements of financial position of the Group would have been as of 31 March 2017 and as of 31 December 2017 if the Adjustment Events had occurred on 31 March 2017 and 31 December 2017, respectively. See “Description of the Group—Recent Developments and Strategic Acquisitions” for more details of the Cathay Acquisition and the Lotus Acquisition. See Note 4 of the Group’s unaudited pro forma consolidated financial statements for the key adjustments and assumptions made for the preparation of the summary unaudited pro forma consolidated financial information. The summary unaudited pro forma consolidated financial information has been prepared and presented on the basis set forth in Note 3 of the unaudited pro forma consolidated financial statements. The summary unaudited pro forma consolidated financial information is presented for illustrative purposes only and neither purports to represent what the actual consolidated statement of comprehensive income or cash flow statement of the Issuer would have been had each of the Adjustment Events occurred on 1 April 2016 or what the actual consolidated balance sheet of the Issuer would have been had each of the Adjustment Events occurred on 31 March 2017 or 31 December 2017, nor purports to project our results of operations, financial position or cash flows for any future period or date. Further, the summary unaudited pro forma consolidated financial information of the Issuer was not prepared in connection with an offering registered with the SEC under the U.S. Securities Act and consequently does not comply with the SEC’s rules on presentation of pro forma financial statements. See “Presentation of Pro Forma Financial Information and Other Financial Data—Presentation of Pro Forma Financial Information”.

-11- Unaudited pro forma consolidated statements of profit or loss and other comprehensive income of the Group for the nine months ended 31 December 2017 and financial year ended 31 March 2017 are set out below: Unaudited Unaudited 9M FY2018 12M FY2017 31 Dec 2017 31 Mar 2017 S$’000 S$’000 Revenue ...... 152,159 174,167 Cost of Sales ...... (71,577) (81,285) Gross profit ...... 80,582 92,882 Other income ...... 759 597 Other (losses)/gains—net ...... 313 (47) Administrative expenses ...... (52,235) (61,678) Finance expenses ...... (12,137) (16,639) (64,372) (78,317) Share of loss of associated companies ...... (48) (7) Profit before income tax ...... 17,234 15,108 Income tax expense ...... (4,979) (4,403) Net profit for the financial year/period ...... 12,255 10,705 Other comprehensive income, net of tax: Items that may be reclassified subsequently to profit or loss: Currency translation differences arising from consolidation—(losses)/gains ...... 79 (526) Total comprehensive income ...... 12,334 10,179 Profit attributable to: Equity holders of the Company ...... 7,121 7,896 Non-controlling interests ...... 5,134 2,809 12,255 10,705 Total comprehensive income attributable to: Equity holders of the Company ...... 7,217 7,370 Non-controlling interests ...... 5,117 2,809 12,334 10,179 Earnings per share for profit attributable to equity holders of the Company (cents per share) Basic and Diluted ...... 0.61 0.78

-12- CORPORATE AND FINANCING STRUCTURE The following diagram shows a summary of the corporate and financing structure of the Group. The following is provided for indicative and illustration purposes only and should be read in conjunction with the information contained in this Offering Circular as a whole. The diagram does not include all of the Issuer’s subsidiaries, nor all of the debt obligations of the Issuer and its Subsidiaries. See the sections titled “Presentation of Financial Information”, “Risk Factors”, “Description of the Group”, “Selected Financial Information”, “Unaudited Pro Forma Financial Information” and “Capitalisation and Indebtedness” for further information. From the Original Issue Date, all subsidiaries of the Issuer are Restricted Subsidiaries. mm2 Asia Ltd. (2) (Notes Issuer)

100% 100% 70% 100% 51% 15% 51% mm2 mm2 mm Connect Dick Lee Asia UnUsUaL Entertainment mm2view Pte. Ltd. Entertainment Rings.TV Pte. Ltd. Pte. Ltd. (4) Pte. Ltd. Management Pte Ltd Sdn. Bhd. (3) (Singapore) Pte. Ltd. (Singapore) (Singapore) (Singapore) (Singapore) (Malaysia) (Singapore)

45% 49% 100% 100% 19.68% 51% 100% 100% 100% 100% 82.18% mm2 Film Vividthree mm2 UnUsUaL Dreamteam mm2 Screen Cinema Pro Distribution Sdn. mm Plus Pte. Ltd. Productions Entertainment 2mm Pte. Ltd. mm2 Entertainment Limited Studio Sdn. Bhd. Management Sdn. Limited Hong Kong Limited Bhd. (Singapore) Pte. Ltd. mm2 International USA, Inc (Singapore) (Singapore) (Malaysia) Bhd. (5) (Malaysia) (Hong Kong) (Hong Kong) (Malaysia) (Singapore) Co., Ltd (China) (USA) Listed on SGX

30% 100% 100% 100% 100% 100% 100% 100% 100% River Front Mega UnUsUaL UnUsUaL UnUsUaL mm2 Star Screen Cathay Cineplexes Vividthree UnUsUaL UnUsUaL Cineplex Sdn. Productions Entertainment Development Entertainment Productions (M) Sdn. Bhd. (6) Pte. Ltd. (7) Productions Bhd. Pte. Ltd. International Limted Pte. Ltd. Pte. Ltd. Sdn. Bhd. (Malaysia) (Singapore) Sdn. Bhd. (Malaysia) (Malaysia) (Singapore) (Hong Kong) (Singapore) (Singapore) (Malaysia)

Subsidiary Guarantors (1)

(1) All Subsidiary Guarantors are incorporated in the Republic of Singapore. (2) As of the date of this Offering Circular, the Issuer has entered into a facility agreement with (i) The Hongkong and Shanghai Banking Corporation Limited for a S$12,000,000 term loan facility and S$4,000,000 revolving credit facility (currently fully drawn); and (ii) Malayan Banking Berhad dated 26 August 2016 for a S$2,500,000 revolving credit facility (currently undrawn).

(3) As of the date of this Offering Circular, mm2 Entertainment Sdn. Bhd. (“mm2 Entertainment Malaysia”), incorporated in Malaysia, is a borrower under (i) a RM4,000,000 (S$1,342,400) overdraft facility, and (ii) a RM1,316,000 (S$441,649.60) term loan. mm2 Entertainment Malaysia is not a Subsidiary Guarantor. See “Risk Factors—Risks Relating to the Notes issued under the Programme— Payments under the Notes and the Guarantees of the Notes will be structurally subordinated to liabilities and obligations of certain of the Issuer’s subsidiaries, and the Notes are not secured.”

(4) On 7 January 2018, mm Connect Pte. Ltd. entered into subscription agreements with certain subscribers in connection with the issuance by mm Connect Pte. Ltd. of an aggregate of $47,850,000 convertible notes and convertible bonds.

(5) As of the date of this Offering Circular, mm2 Screen Management Sdn. Bhd. (“mm2 Screen Management”), incorporated in Malaysia, is a borrower under a RM38,500,000 (S$12,920,600) term loan of which RM21,700,000 (S$7,282,520) was borrowed after 31 March 2017 and the remainder was borrowed prior to 31 March 2017. mm2 Screen Management is not a Subsidiary Guarantor. See “Risk Factors—Risks Relating to the Notes issued under the Programme—Payments under the Notes and the Guarantees of the Notes will be structurally subordinated to liabilities and obligations of certain of the Issuer’s subsidiaries, and the Notes are not secured.”

(6) Purchaser of business assets in the Lotus Acquisition. See “Description of the Group—Recent Developments and Strategic Acquisitions” for more details of the Lotus Acquisition. (7) Acquired by mm Plus Pte. Ltd. as part of the Cathay Acquisition. See “Description of the Group—Recent Developments and Strategic Acquisitions” for more details of the Cathay Acquisition.

-13- RISK FACTORS Prior to making any investment decision, prospective investors should consider carefully all of the information in this Offering Circular, including but not limited to the risks and uncertainties described below. The following factors are contingencies which may or may not occur and neither the Issuer nor any of the Subsidiary Guarantors are in a position to express a view on the likelihood of any such contingency occurring. Any of the risks or uncertainties described below, as well as additional risks or uncertainties, including those which are not currently known to the Issuer or any of the Subsidiary Guarantors, or which the Issuer or any of the Subsidiary Guarantors, currently deem to be immaterial, may affect the Group’s business, financial condition or results of operations or their ability to fulfil their obligations under the Notes and the Guarantors of the Notes.

RISKS RELATING TO THE GROUP’S BUSINESS AND INDUSTRY The Group does not have any long term financing arrangements for its productions. The commencement of each production is dependent on the Group’s ability to secure funding by way of loans, sale of commercial exploitation rights associated with the production, sponsorship from third-parties, stakeholders, advertisers and government grants. As the Group does not have any long term arrangements with such parties, there is no assurance that there will be continued availability of such financing arrangements on commercial terms acceptable to the Group or at all. If the Group is unable to obtain sufficient funds to finance its productions, this would adversely affect the Group’s business, financial condition and results of operations.

The Group’s level of indebtedness and other demands on its cash resources could materially and adversely affect its ability to execute our business strategy. As of 31 December 2017, the Group had S$29.49 million of total indebtedness outstanding. The Group’s recent expansion of its business and acquisitions, including the Cathay Acquisition and Lotus Acquisition, will result in the incurrence of substantial additional indebtedness. Continued expansion and further acquisitions may lead to an increase in the Group’s indebtedness in the future. The Group’s financial performance could be affected by its indebtedness. If new debt is added to the Group’s current debt levels, the related risks that the Group currently faces could increase. Any substantial increase in indebtedness could therefore have a material adverse effect on the Group’s business and its ability to implement its strategy. The Group’s level of indebtedness could have important consequences to its business and prospects as it could: • increase the Group’s vulnerability to general adverse economic and industry conditions; • make it difficult or impossible to obtain insurance or letters of credit; • limit the Group’s ability to enter into new commercial contracts; • make it more difficult for the Group to pay interest and satisfy its debt obligations; • require the Group to dedicate a substantial portion of its cash flows from operations to payments on its indebtedness, therefore reducing the availability of cash flows to fund working capital, capital expenditures, acquisitions and other general corporate activities; • limit the Group’s ability to obtain additional financing to fund future working capital, capital expenditures, research and development, debt service requirements and other general corporate requirements; • limit the Group’s flexibility in planning for, or reacting to, changes in its business and in the various industries in which it operates; and • limit the Group’s ability to borrow additional funds at competitive rates or at all. The Group’s ability to operate its business could be adversely affected if it is unable to service its debt, or if it breaches covenants in respect of its currently outstanding indebtedness and such breach is not waived or cured. In addition, should the Group wish to refinance its liabilities, its ability to obtain such refinancing (and the cost of such refinancing) depends on numerous factors, including general economic and market conditions, international interest rates, credit availability from banks or other financiers, investor confidence in the Group, the Group’s financial condition and the performance of its business. There can be no assurance that external financing will be available for any such refinancing objective or, if available, that such financing will be obtainable on terms that are not more onerous to the Group than the terms of its existing facilities. The Group’s inability to obtain refinancing in the future may have an adverse effect on its business, results of operations and financial condition.

-14- The Group’s productions may be adversely affected by delays and cost overruns. The production process is subject to a number of uncertainties, most of which are beyond the Group’s control. The Group would need to source for replacements if any existing cast and/or crew members fail or are unable to continue to provide their services for any reason. There is no guarantee that replacements can be found on commercially acceptable terms and this may result in delays and cost overruns. Other risks, such as shortages of necessary equipment, technical difficulties with special effects or other aspects of production, damage to film negatives, master tapes and recordings or adverse weather conditions may also result in delays and cost overruns. In the event that the Group is unable to source replacements for any existing cast and/or crew, distribution of the movie may also be negatively affected. A majority of the Group’s projects are also provided on a fixed-price basis that requires it to undertake projections and planning. The Group bears the risk of cost overruns and completion delays in connection with these projects. In the event that the cost of a production exceeds its budget and absent an agreement with the customer to amend the relevant project contract to respond to the change of circumstances, the Group is generally required to fund the overrun by itself. The Group is also generally unable to pass on any increase in costs to its customers if it experiences an unexpected cost increase, such as an increase in the prices charged to it by its third-party suppliers. The Group may then have to seek additional financing from other sources and may not be able to do so on commercially acceptable terms, or at all. Substantial budget overruns and delays in completing a production may also result in any such production not being ready for release at the intended date and the postponement of release to a potentially less favourable date, all of which could have a negative impact on the production’s performance at the box office. Any of the foregoing could adversely affect the Group’s business, financial condition and results of operations.

The Group may not be successful in the implementation of its growth strategy or the effective management of its growth, which may cause its business to suffer. Expansion through acquisitions is one of the Group’s core strategies. See “Description of the Group— Strategies—Expansion of the Group’s business through acquisitions, joint ventures and/or strategic alliances”. The Group has experienced rapid growth in its scale and operations since 2015. The Group’s revenue grew by 57.84% from S$24.29 million for the financial year ended 31 March 2015 to S$38.34 million for the financial year ended 31 March 2016, and 149.66% from S$38.34 million for the financial year ended 31 March 2016 to S$95.72 million for the financial year ended 31 March 2017, primarily as a result of inorganic growth through numerous acquisitions. With respect to the nine month period ended 31 December, the Group’s revenue grew by 104.28% from S$53.07 million for the nine month period ended 31 December 2016 to S$108.41 million for the nine month period ended 31 December 2017. While the Group’s strategy is to continue to grow its business both organically and inorganically, it may not be able to maintain its historical growth rates in future periods. Revenue growth may slow down or revenues may decline for any number of reasons, including: • the Group’s inability to attract and retain new customers; • a decline in demand for the content produced by the Group; • increased competition; • slowing growth of the overall entertainment industry and market; • the emergence of alternative entertainment media; and • changes in government policies or general economic conditions. To maintain the Group’s revenue and to continue to grow, the Group has to realise its growth strategy and continue to grow both organically and inorganically through acquisitions, joint ventures and strategic alliances, as well as by moving from a linear to non-linear business model in the entertainment industry, and also to expand into new geographic markets, depending on customer demand and opportunities for growth. All of these endeavours will require substantial management attention and efforts and require significant additional expenditures, and may be subject to factors that are not within the Group’s control. In addition, the number of attractive expansion opportunities may be limited, and the Group may be unable to secure the necessary financing to implement its expansion plans. The Group may also compete with other companies, including its competitors, who may have greater financial and other resources, for the acquisitions of attractive targets. Furthermore, the Group may experience delays and other difficulties in consummating acquisitions, investments or joint ventures, including pending or future transactions, if, among other things, it is unable to obtain the

-15- necessary financing or fail to meet the conditions and other terms specified in the relevant transaction agreements, as a result of events outside of its control or for any other reason. The Group’s failure to complete any of its strategically significant acquisitions, investments, joint ventures or other transactions, could adversely affect its results of operations and future growth. In particular, failure to complete this proposed acquisition will likely cause delays to the Group’s expansion into the cinema business, thereby adversely impacting its overall vertical integration strategy in the entertainment industry, or possibly a postponement or suspension of such plans. The Group may also have difficulty managing its expansion into new areas of the entertainment and media value chain where it is less experienced. The Group may experience delays or be unsuccessful in any stage of implementation. The Group may not be able to successfully market any new products or services or its customers may not be receptive to such new products or services. In addition, the Group’s competitors’ capabilities in any such new areas may be more effective than those of the Group, and their new services may reach the market before the Group.

The Group may not be able to successfully replicate or expand its business model in other geographic markets. The Group may not succeed in expanding its business into new jurisdictions or in achieving profitability in such new jurisdictions, and it may not be able to transfer skills and experience from one market to another or be able to deliver consistent quality of service across the markets it is targeting to expand into. In addition to regulatory barriers, the Group may also encounter problems conducting operations in new jurisdictions with different cultures and legal systems where historical practices and consumer tastes and preferences may not align with the Group’s business practices and corporate policies, or where the Group has limited knowledge and understanding of the local economy and businesses, absence of business relationships, or unfamiliarity with local governmental and relevant laws and regulations. The different jurisdictions in which the Group operates also present distinct market opportunities, risk profiles and competitive landscapes. Growth strategies that the Group successfully adopts in one jurisdiction may not be viable for its business in another jurisdiction. There is no assurance that the Group would be able to transplant and adapt its existing business model successfully to any other jurisdiction or that it would not risk prohibitive costs and expenses doing so. Any of these factors could adversely affect the Group’s ability to successfully expand its business, and its failure to effectively manage any expansion may adversely affect its business, financial condition, results of operations, cash flows and prospects.

The Group may not be able to successfully integrate or achieve synergies from its investments or acquisitions, and it may be exposed to contingent liabilities relating to the businesses it acquires. The Group has made a significant number of strategic acquisitions and investments in media and entertainment companies and businesses, having completed seven acquisitions (being acquisitions of controlling equity interests or business assets), which are at various stages of integration. The Group continues to integrate its recent acquisitions and it may from time to time make further acquisitions of companies and businesses in the media and entertainment industry. Integration of such acquired companies or businesses is critical to ensure coordinated and sustainable growth for the Group’s business, but there is no assurance that it will be able to do so successfully. The Group may encounter a number of challenges in seeking to integrate acquired companies or businesses, including but not limited to the following: • difficulties arising from expanding into new areas and territories, for example, having to deal with unfamiliar government authorities, laws and regulations; • the loss of key personnel employed by the Group’s targets following any acquisition; • the diversion of attention of both the Group’s management and the management of the targets from existing businesses and an interruption of, or a loss of momentum in, the activities of such businesses; • difficulties arising from coordinating and consolidating corporate and administrative functions, including the integration of internal controls and procedures such as timely financial reporting; • unforeseen legal, regulatory, contractual, labour or other issues; and • difficulties arising from language, cultural and geographic barriers. While the Issuer believes that the Group has a disciplined approach to post-merger integration for its acquisitions, there is no assurance that it will be able to successfully anticipate and deal with the challenges

-16- arising from the integration of its acquisitions. The integration of its acquisitions and investments may also take significant time, which may vary in duration depending on the size and nature of the acquired business or investment. If the Group is unable to successfully integrate its acquisitions or realise anticipated synergies or economic, operational and other benefits from such acquisitions or investments, it could incur substantial costs and delays or other operational, technical or financial problems, and the Group’s business, financial condition, results of operations, cash flows and prospects could be adversely affected. Further, while the Group has not to date disposed of, or wound down, any operating entities it has acquired, it may be required to do so in the future if it fails to successfully integrate an acquisition or an investment, which could also adversely impact its business. Businesses, assets and companies that the Group acquires may also expose it to associated unknown or contingent liabilities, such as liabilities for failure to comply with laws and regulations, and the Group may become liable for the past activities of such businesses. Additionally, the Group may require consents and waivers from third parties under the leases, financing and other agreements to which it is a party to consummate or integrate its acquisitions or to effect corresponding transfers of its assets or changes to its corporate structure. There is no assurance that the Group will obtain these consents and waivers in a timely manner or at all, and any delay or failure to obtain necessary consents and waivers may expose the Group to penalties and liabilities under the relevant agreement and may adversely affect the Group’s business operations. Although the Group conducts due diligence on all businesses, assets and companies that it acquires, there is no assurance that every risk associated with the business, asset or company that it acquires, or every consent or waiver required from third parties in connection with an acquisition, can be identified through its due diligence exercises, and failure to do so may have an adverse effect on the Group’s business, financial condition, results of operations, cash flows and prospects.

A significant percentage of the Group’s revenue is attributable to the content production segment of its core business unit. Consequently, failure to sustain the growth of the content production segment could adversely affect the Group’s revenues. The content production segment of the Group’s core business unit is the principal focus of its operations. For each of the financial years ended 31 March 2017, 2016 and 2015, the content production segment accounted for 48.57%, 56.60% and 61.58%, respectively, of the Group’s revenue. Consequently, factors that affect the demand for the movies which the Group produces or co-produces may have an impact on its business, financial condition, results of operations and profitability. See “Risk Factors—The Group is unable to predict the commercial success of movies which it produces or co-produces”, below. There is no assurance that the Group will be able to sustain the existing levels of business in the content production segment of its core business unit. In the event that it is unable to sustain and continue the growth of the content production segment of its core business unit, the Group’s business, financial condition and results of operations may be adversely affected.

The Group’s business, financial condition and results of operations may be impacted by shrinking theatrical exclusive release windows. In recent years, the average time between a film’s theatrical release and it being released for in-home viewing has decreased from six months to approximately three months. The Group’s business and cash flows may be affected if viewers choose to wait and view the films in-home, rather than to catch the film’s theatrical release. There is no assurance that this release window will not continue to shrink, and shorter run times for each movie will negatively impact total revenue derived from each movie. The growing prominence of video-on-demand services also pose a threat to the Group’s business, with some services releasing in-home viewing options within three months of a film’s theatrical release date. Further, there is an increasing amount of television content that is available for in-home viewing, which may result in the theatrical release window being bypassed completely. The ease of accessing these alternatives may therefore adversely impact the Group’s business, financial condition and results of operations.

The Group’s business, financial condition and results of operations depend on the continued availability and appeal of films. The Group’s ability to operate successfully depends upon the availability and appeal its films, its ability to license these films and the performance of these films in the markets which the Group operates in. Segments of the Group’s business are also cyclical as films released in the middle and end of each year tend to attract the largest crowds. The popularity or availability of films is beyond the Group’s control, and a prolonged period of weak box office sales may impact the Group’s business, financial condition and results of operations.

-17- The Group’s insurance coverage may be inadequate. While the Group believes that it has adequately insured its operations and properties in a way that it understands is customary in the Singapore and Malaysia movie industries and in amounts that it understands to be commercially appropriate, the Group may nonetheless be subject to liabilities against which it is not adequately insured or against which it cannot be insured, including losses suffered that are not easily quantifiable and which may damage its reputation. Even if such losses are quantifiable, the Group’s claims under the insurance policies may not necessarily be successful. In addition, in the future, the Group may not be able to maintain insurance of the types or in the amounts that it deems necessary or adequate or at premiums that it considers appropriate. The occurrence of an event for which the Group is not adequately or sufficiently insured, the successful assertion of one or more large claims against the Group that exceed its existing insurance coverage, any successful assertion of claims against its co-producers, or changes in the terms of its insurance policies could adversely affect its business, financial condition and results of operations.

The Group is unable to predict the commercial success of movies which it produces or co-produces. Operating in the movie industry involves a substantial degree of risk as the Group’s success is affected by the commercial success of its productions, which is primarily determined by inherently unpredictable audience reactions. Generally, the popularity and commercial success of movies produced or co-produced by the Group depend on many factors, including critics’ reviews, negative publicity of the cast and other key talent, the genre and subject matter, the quality and popularity of the Group’s competitors’ movies released at or around the same time, the success of the Group’s promotional efforts, the availability of alternative forms of entertainment, general economic conditions and other factors such as prevailing consumer preferences. The Group is unable to control many of these factors, which may change from time to time. Any of these factors could adversely affect the Group’s business, financial condition and results of operations. Further, as a movie’s performance in ancillary markets, such as Pay-TV, Free-TV, Online, DVD and in-flight entertainment systems provided by airlines may be related to its box office performance, this may negatively affect future revenue streams. The Group’s success will also depend on the experience and judgment of its management and production team to select and develop new production opportunities. The Group cannot provide an assurance that movies produced or co-produced by it will perform well at the box office or in ancillary markets. The failure to achieve any of the foregoing could adversely affect the Group’s business, financial condition and results of operations. The Group may invest in the production of movies in exchange for a percentage of the net receipts of the movie. There is no assurance that the movies which the Group invests in will be profitable or will, at least, break even. In addition, the Group may provide a minimum guarantee to third-party producers as part of its distribution activities. The Group may suffer losses in such investments if it invests in or provides a minimum guarantee for a movie that performs poorly at the box office. This could adversely affect the Group’s business, financial condition and results of operations.

The over-the-top media streaming platform developed by the Group is relatively new and may fail to generate or increase the Group’s revenue at the expected level and pace. The Issuer has, in 2015, completed the acquisition of 466,667 new ordinary shares for an aggregate amount of approximately S$350,000 (thereby owning 70% of the issued share capital) in Millinillion Pte Ltd (now known as mm2view Pte. Ltd.), a tech start-up developing interactive solutions for digital users globally. Through this, the Group plans to launch its own over-the-top media streaming platform, allowing users to watch short films and movie content through devices such as mobile phones, tablets, laptops and smart televisions. The success of this business depends on: (i) the Group’s ability to develop a viable model in the foreseeable future, (ii) the Group’s ability to continue to increase its user base and activity level, (iii) the Group’s ability to develop additional functionalities and features, and (iv) the Group’s ability to strengthen the recognition of its platform. If any of these challenges are not overcome, and the Group fails to achieve the level of revenue growth and profitability from this new business as expected, it could adversely affect the Group’s business, financial condition and results of operations.

The Group is reliant on exhibitors for the screening of movies which it produces or co-produces. The decisions made by the exhibitors regarding the timing of release and promotional support of movies that the Group produces or acquires are important in determining the success of these movies. The Group generally cannot exercise much control over the time of day and manner in which movies produced or co-produced by it are exhibited. Decisions made by the Group’s exhibitors not to screen or promote any movies produced or

-18- co-produced by the Group, or decisions made to promote the Group’s competitors’ movies to a comparatively greater extent than movies produced or co-produced by the Group, could adversely affect the Group’s business, financial condition and results of operations.

Movies produced or co-produced by the Group are subject to censorship laws and regulations. The content of the Group’s productions and scripts are subject to censorship laws and regulations in Singapore, Malaysia and other countries where it has production or distribution activities. Any tightening of censorship laws and regulations may result in the Group incurring additional costs to comply with the new censorship laws and regulations. This may adversely affect the Group’s business, financial condition and results of operations. Please refer to the section titled “Permits, Approvals and Government Regulations” of this Offering Circular for further details on the censorship laws and regulations applicable to the Group.

The Group may not be able to obtain the necessary licences and/or approvals for its production, distribution and film exhibition activities. Depending on the location of the Group’s production, distribution and film exhibition activities, it may be necessary for the Group to obtain and maintain licences and/or approvals from the relevant government authorities in order to carry out such activities. For example, a Licence to Engage in the Production of Film (“FINAS Production Licence”) and a Licence to Engage in the Distribution of Film (“FINAS Distribution Licence”), both of which are issued by the National Film Development Corporation Malaysia (“FINAS”) are required to carry out production and distribution activities in Malaysia. Pursuant to the guidelines in relation to the licencing requirements and procedures for the application of a licence, a holder of just a production licence or both a production and distribution licence must either: (i) have a majority of its shares held by Malaysians (where no Bumiputera equity is required); or (ii) if a majority of its shares are held by a foreign interest, have at least 30.0% of its shares held by Bumiputera, for a period of five years, commencing from the date of the registration of company with the Companies Commission of Malaysia. Upon the commencement of the sixth year and onwards, the majority of its shares must be held by Malaysians where 30.0% of its shares are held by Bumiputera. These licences are renewable on an annual basis and the National Film Development Corporation Malaysia (Licencing) Regulations 1983 also provide that FINAS may at any time vary or revoke such additional conditions or impose new additional conditions attached to such licences. If the Group does not directly hold the necessary licences from FINAS, it will need to collaborate with third parties holding the applicable licences to facilitate its production and distribution activities in Malaysia. mm2 Film Distribution Sdn. Bhd. (“mm2 Film Distribution”), the Group’s associated company, formerly known as MJX Studios Sdn Bhd (“MJX”) holds both a FINAS Production Licence and a FINAS Distribution Licence which authorises the Group to undertake film production and distribution activities in Malaysia, and has been maintaining these licences since 2014. Pursuant to a share subscription and shareholders’ agreement entered into between mm2 Malaysia, MJX, Angelin Ong and Kent Chan on 1 September 2014, as revised on 23 October 2014 (the “MJX Agreement”), mm2 Malaysia and MJX have agreed to collaborate together to undertake production and distribution activities in Malaysia. Under the terms of the MJX Agreement, MJX agreed to maintain and preserve its existing FINAS Production Licence and FINAS Distribution Licence and to support any production and/or distribution activities undertaken by mm2 Malaysia which may require such licences. If, for any reason, mm2 Film Distribution is unable to maintain its FINAS Production Licence and/or FINAS Distribution Licence, the Group would need to source for and work with one or more alternative duly licenced third parties to support its production and distribution activities in Malaysia. If the Group is unable to promptly engage such alternative licensee(s) on commercially acceptable terms or at all, it may delay the Group’s production and distribution activities and adversely affect its business, financial condition and results of operations. In addition, there are potential risks associated with the maintenance of film exhibition licences, for example if certain conditions attached to such licences are not complied with. Some of these risks may be beyond the Group’s operational control, for example with regard to the classification of films in the M18 and R21 categories. If persons under the relevant classification age enter the cinema for such movies and are apprehended, there is a possibility that the licensee could be subject to a fine or have its licence revoked or suspended. The closure of any cinema will cause the Group to lose a significant portion of its revenue stream, thereby adversely impacting its business, financial condition and results of operations.

-19- Changes in competitive offerings for entertainment video, including the potential rapid adoption of piracy- based video offerings, could adversely impact the Group’s business. The market for movie entertainment is intensely competitive and subject to rapid change. Through new and existing distribution channels, such as Netflix, consumers have increasing options to access movie entertainment. The various economic models underlying these channels include subscription, transactional, ad-supported and piracy-based models. All of these have the potential to capture meaningful segments of the movie entertainment market. Piracy, in particular, threatens to damage the Group’s business, as its fundamental proposition to consumers is so compelling and difficult to compete against: customers are able to get virtually all content for free. Furthermore, in light of the compelling consumer proposition, piracy services are subject to rapid global growth. Traditional providers of entertainment video, including broadcasters and cable network operators, as well as internet based e- commerce or movie and video entertainment providers are increasing their internet-based video offerings. Several of these competitors have long operating histories, large customer bases, strong brand recognition and significant financial, marketing and other resources. They may secure better terms from suppliers, adopt more aggressive pricing and devote more resources to product development, technology, infrastructure, content acquisitions and marketing. New entrants may enter the market or existing providers may adjust their services with unique offerings or approaches to providing entertainment video. Companies also may enter into business combinations or alliances that strengthen their competitive positions. If the Group is unable to successfully or profitably compete with current and new competitors, its business will be adversely affected, and it may not be able to increase or maintain market share, revenues or profitability.

The Group is subject to litigation risk particularly in relation to its cinema business. From time to time, the Group may be involved in various lawsuits and legal proceedings that arise in the ordinary course of business. For example, the Issuer or its subsidiaries may be subject to claims in negligence or occupier’s liability from cinema goers should accidents occur in the premises owned, operated or managed by the Group, including those owned by Cathay Cineplexes. There can be no assurance that the other parties in any litigation proceedings will not be able to devote substantially greater financial resources than the Group to any litigation proceedings or that the Group will prevail in any such litigation. Any litigation, whether or not determined in the Group’s favour or settled by the Group, may be costly and may divert the efforts and attention of the Group’s management and other personnel from normal business operations. In addition, any such litigation could also adversely affect the reputation and standing of the Group’s cinema business, which in turn, could have a material adverse effect on the business, prospects, results of operations and cash flows of the Group.

The Group may be subject to claims of infringement of intellectual property rights of others. The Group may be subject to claims that its productions misappropriate or infringe the intellectual property rights of third parties with respect to their movies and other intellectual property. The Group may also be exposed to intellectual property rights infringement or misappropriation claims by third parties when developing and using its own technology and know-how, and litigation involving claims of patent infringement or violation of other intellectual property rights of third parties. The defence against any of these claims would be both costly and time-consuming, and could significantly divert the efforts and resources of the Group’s management and technical personnel. An adverse determination in any such litigation or proceedings to which the Group may become a party could subject it to significant liability to third parties, requiring the Group to seek licences from third parties or subjecting the Group to injunctions prohibiting the production and distribution of its products. To the extent that licences are not available to the Group on commercially reasonable terms or at all, the Group may be required to expend considerable time and resources developing alternative solutions, or may be forced to develop their product with reduced features or functionalities. The Group may also seek to settle such claims against it by obtaining a licence from the claimant covering the disputed intellectual property rights. However, the Group cannot be assured that, under such circumstances, a licence or any other form of settlement would be available to it on reasonable terms or at all. Any claim or litigation against the Group in respect of infringement of intellectual property rights of third parties, whether with or without merit, could take up a significant amount of the Group’s management’s time and its financial and other resources and could also affect its reputation in the industry, which may, in turn, adversely affect the Group’s business, financial condition and results of operations.

Protecting and defending the Group’s intellectual property rights may have an adverse effect on the Group’s business. The Group’s intellectual property is crucial to its competitiveness. The Group’s commercial success depends, in part, upon the successful protection of its intellectual property rights. The Group takes steps to protect intellectual

-20- property rights to its productions through existing laws, as well as entering into licencing and distribution arrangements with reputable companies in specific territories and media for a limited period of time. Nevertheless, these measures afford only limited protection and it can be difficult and expensive to monitor unauthorised use of proprietary technologies. In addition, existing copyright laws provide only limited practical protection in certain countries. Furthermore, movies produced or co-produced by the Group may be distributed in other countries where there is no copyright protection. As a result, it may be possible for unauthorised third parties to copy and distribute movies produced or co-produced by the Group, which could adversely affect the Group’s business, financial condition and results of operations. In the event that third parties unlawfully infringe the Group’s intellectual property rights, litigation may be necessary to enforce its intellectual property rights or to determine the validity and scope of its intellectual property rights. Such litigation could result in substantial costs which could adversely affect the Group’s business, financial condition and results of operations.

The Group operates in a highly competitive industry. The Group operates in a highly competitive industry and movies released by its competitors may result in an oversupply of movies in the market, which could reduce the Group’s share of box office receipts and render it more difficult for movies produced or co-produced by the Group to succeed commercially. Poor box office performance may affect future revenue streams such as Pay-TV, Free-TV, Online, DVD, in-flight entertainment systems provided by airlines and other platforms. An oversupply of movies may become more pronounced during peak periods, such as school holidays and national holidays, when the number of cinema-goers is expected to be higher. The foregoing could adversely affect the Group’s business, financial condition and results of operations. The Singapore and Malaysia movie industries have come under increasing competitive pressure from movies produced overseas in recent years, in particular, movies produced in the U.S. and movies from other Asian territories, including Japan, Korea and Taiwan. Some of these competitors have substantially greater marketing and financial resources than the Group does and may be able to compete aggressively on pricing. Any significant change in customers’ preferences towards foreign movies may affect the demand for movies produced or co- produced by the Group and could adversely affect the Group’s business, financial condition and results of operations.

The Group is dependent on its management information systems. The Group’s ability to conduct its business, including maintaining financial controls, is based in part on the efficient and uninterrupted operation of its computer systems, including its management information systems and access to the internet. If any of its financial, rights management, personnel, email, other information technology systems, internet access or other systems or processes were to stop operating properly for any reason (including, for example, hardware or software malfunctions, computer viruses, internet problems or sabotage), the Group could suffer a disruption to its business, loss of data, regulatory intervention or reputational damage that could adversely affect its business, financial condition and results of operations.

The Group is dependent on global economic conditions. The global economy has recently experienced a period of significant turbulence and uncertainty. The Group’s performance depends to a certain extent on a number of macroeconomic factors outside of its control which affect consumer and commercial spending, including political, financial and economic conditions. Factors affecting disposable consumer income and international trade include, among other things, gross domestic product growth, unemployment rates, consumer and business confidence, social and industrial unrest, the availability and cost of credit, interest rates, taxation, regulatory changes, oil and utility prices and terrorist attacks. A decline in consumer spending that results in lower spending on entertainment could adversely affect the Group’s business, financial condition and results of operations.

The Group’s business involves risks of liability claims for media content. As a producer of media content, the Group may face potential liability for defamation, invasion of privacy and other claims based on the nature and content of the materials distributed. These types of claims could potentially be brought against the Group or the producers and distributors of such media content. Any imposition of liability that is not covered by insurance or is in excess of insurance coverage could adversely affect the Group’s business, financial condition and results of operations.

-21- The Group may be affected by any adverse impact on the Group’s reputation and goodwill. The Group has built its reputation as one of the leading providers of production and distribution services in Singapore and Malaysia. Any negative publicity about the Group, its directors, its executive officers or its substantial shareholders, whether founded or unfounded, may tarnish its reputation and goodwill amongst its customers and suppliers. Such negative publicity may include, inter alia, unsuccessful attempts in joint ventures, acquisitions, takeovers or involvement in litigation, insolvency proceedings or investigations by government authorities. Under these circumstances, customers and suppliers may lose confidence in the Group’s business, its directors, its executive officers or its substantial shareholders, and this could affect the Group’s business relationships with them. This may adversely affect the Group’s business, financial condition and results of operations.

The success of the Group’s event management and entertainment operations depend on its artistes and technicians and their loss or unavailability could adversely affect its business. Event management and its success largely depend upon the creativity and individual skills of few people like the artistes and other technicians, which are not readily replaceable. Thus, the success of the Group’s operations depends upon the creativity of these few people. The unavailability of these artistes and technicians, as well as cancellations of scheduled performances, could also delay the timelines of the Group’s projects or incur losses for the Group. The success of the Group’s operations also depends largely upon the quality of the content it creates. As such, retention and enhancement of the Group’s viewership would depend upon its ability to acquire popular content and in the production of popular films at a reasonable price. As a business that is sensitive to rapidly changing public tastes, the business depends in part on the Group’s ability to anticipate the tastes of consumers and to create content that appeals to the masses. The Group’s inability to acquire desired talent or accurately anticipate, identify or react to changes in public tastes may therefore adversely affect the Group’s business, financial condition and results of operations.

The Group depends on its relationships with theatre operators and other industry participants to monetise its film content and any disputes with multiplex operators could have an adverse effect on such participants’ ability or willingness to release the Group’s films. The Group generates revenues from the monetisation of its film content in various distribution channels through agreements with commercial theatre operators, and with retailers, television operators, telecommunications companies and others. The Group’s failure to maintain these relationships, or to establish and capitalise on new relationships, could harm its business or prevent its business from growing, which could adversely affect the Group’s business, financial condition and results of operations.

The valuations of companies in the media/entertainment industry are perceived to be high, which may not be sustained in the future and may not also be reflective of future valuations in the industry. The Group is engaged, amongst others, in the business of movie production and event management. The valuations of these industries, which are perceived to be high, have been varying substantially in the recent past and current valuations may not be reflective of future valuations in the industry. There is also no standard valuation methodology in these sectors and the valuations in these industries may not be sustained in future.

The Group has entered into certain related party transactions and may continue to do so. The Group has entered into related party transactions with the Issuer’s management and directors. While the Group believes that all such transactions have been conducted on an arm’s length basis, it is difficult to ascertain whether more favourable terms would have been achieved had such transactions been entered with unrelated parties. Furthermore, it is likely that the Group will continue to enter into related party transactions in the future.

The Group is dependent on specialised skills in a number of its businesses. The Group’s business operations require employees with specialised skills. As the Group increases its scale of operations and continues its expansion across geographic regions, it may become increasingly difficult to find suitable employees with such specialised skills across the various operating lines. Difficulty in securing suitable employees with specialised skills may cause a disruption in the Group’s business operations and adversely affect its business.

-22- The Group may face increased costs due to a reduction in, and upstream consolidation of, existing suppliers. The equipment and services supporting the Group’s business are produced and provided by a limited number of suppliers. For example, the cinema operations business utilises projectors, for which there are only a few key manufacturers worldwide. Any consolidation of or reduction in the number of these suppliers may increase the Group’s costs relating to the purchase and servicing of such equipment. A consolidation of or reduction in the number of such suppliers may impede business operations and negatively affect the financial results of the Group.

The Group may fail to renew its leases at commercially reasonable costs. The Group’s cinema business is dependent on the availability and adequacy of suitable locations leased at commercially reasonable costs and its ability to generate revenue from the Group’s operations at these locations. The Group’s ability to maintain leases at stable prices for its cinema business is fundamental to ensuring that the Group maintains its competitiveness within the industry in which it operates. In certain countries in which the Group operates its cinema business, leases and rental agreements are subject to shorter terms and periodic renewals. Failure to renew the leases may adversely affect the Group’s revenue. Maintaining such premises in line with the growth of the cinema business also requires a significant scale and frequency of renovations. Further, any significant increase or fluctuations in the rental rates or associated costs and amounts due under such tenancy agreements could negatively impact the business, financial condition and results of operations of the Group.

The Group is dependent on its key management team for its continued success and growth. The Group’s success depends on its ability to attract, recruit and retain quality employees and attributes its success to the leadership and contributions of the Group’s management team. Please refer to the section entitled “Directors and Management” for further details on the Group’s management team. In particular, the Group relies heavily on its management team for their business vision, management skills, technical expertise, experience in the industry and working relationships with many of the Group’s clients and counterparts. Its continued success is, therefore, dependent to a large extent on its ability to retain its key management personnel who have extensive experience in the movie industry and who are responsible for formulating and implementing its growth, corporate development and overall business strategies. The demand for such experienced personnel is intense and the search for personnel with the relevant skill sets can be time consuming. The Group’s inability to retain, or successfully attract and recruit where necessary, members of its key management team, other key employees and staff will adversely affect the Group’s business, financial condition and results of operations. The Group has not purchased any keyman insurance policies for its key management personnel. The loss of its key management personnel, without suitable or comparable replacements in a timely manner, will also adversely affect the Group’s business, financial condition and results of operations.

The Group is exposed to risks arising from credit terms extended to its customers. The Group may face payment delays and/or defaults by its customers who are granted credit terms, comprising mainly exhibitors and third-party distributors. Please refer to the section entitled “Credit Policy—Credit Terms Offered to Customers” for details on the Group’s average trade receivables’ turnover days. The credit terms extended to its customers are usually 30 days. Due to unforeseen events or circumstances, the Group’s customers may not be able to make timely repayments or fulfil their payment obligations. There is no assurance that there will not be any be write-offs for trade receivables in the future. If the Group is unable to collect its debts on time or is required to write-off its debts partially or entirely, its business, financial condition and results of operations will be adversely affected.

The Group is exposed to the risks in the non-performance and quality of subcontracted works. The Group sub-contracts certain parts of its projects and services to third party subcontractors. It is therefore exposed to the risks that the subcontractors may not provide the subcontracted services or works on time or that the quality of the works or services subcontracted may not meet the requirements under the relevant contracts that the Group has entered into with its customers. Although the Group may enter into back-to-back arrangements with its subcontractors where the terms of the contract are identical or substantially similar to the terms of its contract with the customers, the Group remains liable to its customers under the contracts that it enters into with its customers. As such, in the event that its subcontractor is unable to perform the subcontracted works or provide the required services in a satisfactory manner, the Group will be liable to its customers. Should it be unable to procure other subcontractors to complete the works, or to carry out the works itself at the same cost, the Group’s business, financial condition and results of operations may be adversely affected.

-23- The Group’s future strategic plans may not be commercially successful. The Group intends to expand its operations locally and overseas and such expansion plans may involve the setting up of new offices, expansion of current facilities, joint ventures and/or the acquisition of companies that are complementary to its existing businesses. However, the Group may not be able to effectively identify or pursue target companies for acquisitions, and even if it completes such acquisitions, failure to successfully integrate the target companies could adversely affect the Group’s business, financial condition and results of operations. There is no assurance that such expansion plans will be commercially successful. Such expansion plans may be expensive and the Group may be unable to secure the necessary financing to implement these plans, which, in turn, may divert the management’s attention and expose the business to unforeseen liabilities or risks associated with entering new markets or new businesses. New acquisitions may also expose the Group to new operational, regulatory, market and geographic risks and challenges, including: • difficulties in integrating the operations, policies and personnel of the target company; • potential loss of key employees of the target company; • potential loss of key business relationships and the reputation of the businesses the Group acquires; • the possibility of incurring significant impairment losses related to goodwill and other tangible assets; • uncertainty of entry into markets in which the Group has limited or no experience and in which competitors have stronger market positions; • unsatisfactory performance of the businesses acquired; • issues not discovered in due diligence, which may include legal contingencies; and • responsibility for the liabilities associated with the businesses the Group acquires, including those which the Group did not initially anticipate. Any of the above events could disrupt the Group’s ability to manage its business, resulting in its failure to derive the intended benefits of the acquisitions, and causes the Group to be unable to recover its investments. The negotiation of a potential transaction could require the Group to incur significant costs and divert the management’s time and resources, and elements of such costs will be incurred regardless of whether the transaction is ultimately consummated. Additionally, the Group may also be unsuccessful in integrating any acquired businesses and might not achieve the anticipated synergies for revenue growth and cost benefits. If the Group (i) fails to achieve a sufficient level of revenue; (ii) experiences performance problems with an acquired company, such as the incurrence of debt, contingent liabilities, possible impairment charges related to goodwill or other intangible assets; or (iii) encounters any other unanticipated events or circumstances, its business, financial condition and results of operations may be adversely affected.

Any material disputes between the Group and its joint venture partners may adversely affect the Group’s business, financial condition and results of operations. The Group has established and will continue to establish joint ventures with third parties for the development of new businesses and investment. If there is a material dispute between any member of the Group and its joint venture partners in connection with the performance of a party’s responsibilities under a joint venture agreement, the Group may not be able to resolve such disputes through negotiation. In the event that a material dispute cannot be resolved, the business and operations of the joint venture may be adversely affected, and the joint venture agreement may be terminated by mutual consent of the parties or as a result of a breach of one party. In addition, the operational, financial or other conditions of its joint venture partners may deteriorate, which may adversely affect their ability to continue to perform their obligations under the joint venture agreements or other contracts, which in turn could have an adverse impact on the business of the joint venture. In the event that any of the above occurs, the Group’s business, financial condition and results of operations may be adversely affected.

The Group’s business, financial condition, results of operations and prospects may be adversely affected by exchange rate instability. The Issuer is incorporated in Singapore and the reporting currency of its statutory financial statements is Singapore dollars. A portion of the Group’s business operations are in Malaysia, through mm2 Malaysia. The financial results of mm2 Malaysia and mm2 Hong Kong, whose functional currencies are not in Singapore dollars, must be translated into Singapore dollars on every reporting date.

-24- Any currency exchange gain or loss resulting from the translation is recognised as other comprehensive income or loss and accumulated in the foreign currency translation reserve, under equity. If the resulting translation differences are significant, they may adversely affect the results and shareholders’ fund position of the Group. In addition, the computation of bank covenants and debt ratios may also be affected.

The Group faces risks from doing business regionally. The Group mainly provides its services as a producer in Singapore and Malaysia but its business activities also extend to Taiwan, Hong Kong and the PRC. As a result, its business is subject to certain risks inherent in international business, many of which are beyond its control. These risks include: • laws and policies affecting trade, investment and taxes, including laws and policies relating to the repatriation of funds and withholding taxes, and changes in these laws; • geopolitical tensions which may result in movie content from, or to, certain countries being embargoed or restricted; • outbreak of diseases such as the H1N1 influenza, H8N9 influenza, bird flu, Zika virus, Severe Acute Respiratory Syndrome, Middle East Respiratory Syndrome or the spread of any other communicable diseases which may impact business or prevent or delay the completion of projects; • changes in local regulatory requirements, including restrictions on content; • differing cultural tastes and attitudes; • differing degrees of protection for intellectual property; • the instability of foreign economies and governments; and • war and acts of terrorism. Events or developments related to these and other risks associated with international markets could adversely affect the Group’s revenues, which could adversely affect its business, financial condition and results of operations.

The Group incurs significant costs to protect electronically stored data and if its data is compromised, the Group may incur additional costs, business interruption, lost opportunities and damage to its reputation. The Group collects and maintains information and data necessary for conducting its business operations, which information includes proprietary and confidential data and personal information of its customers and employees. Such information is often maintained electronically, which is exposed to the risks of intrusion, tampering, manipulation and misappropriation. The Group implements and maintains systems to protect its digital data, but obtaining and maintaining these systems is costly and usually requires continuous monitoring and updating for technological advances and change. Additionally, the Group sometimes provides confidential, proprietary and personal information to third parties when required in connection with certain business and commercial transactions. The Group takes precautions to try to ensure that such third parties will protect this information, but there remains a risk that the confidentiality of any data held by third parties may be compromised. If the Group’s data systems, or those of its third party vendors and partners, are compromised, there may be negative effects on its business including a loss of business opportunities or disclosure of trade secrets. If the personal information the Group maintains is tampered with or misappropriated, its reputation and relationships with its partners and customers may be adversely affected, and it may incur significant costs to remediate the problem and prevent future occurrences.

The Group relies on the proper and efficient functioning of its computer and database systems, and any malfunction could result in disruptions to its business. The Group’s ability to keep its business operating depends on the proper and efficient operation of its computer and database systems, which are hosted by third party providers. Computer and database systems are susceptible to malfunctions and interruptions (including those due to equipment damage, power outages, computer viruses and a range of other hardware, software and network problems), and the Group cannot guarantee that it will not experience such malfunctions or interruptions in the future. Any malfunction or interruption of one or more of the Group’s computer or database systems could adversely affect its ability to keep its operations running efficiently. Any malfunction that results in a wider or sustained disruption could have an adverse effect on the Group’s business, financial condition and results of operations.

-25- The Group’s listed subsidiaries may undermine its strategy. The Group has investments in entities which are listed on stock exchanges and subject to the rules and regulations of the applicable stock exchange, such as UnUsUaL. The shareholders are free to exercise their votes according to their own interests, even if their interests differ from or conflict with the interests of the Group or those of Noteholders. Therefore, the policies and strategies of the Group’s publicly-listed subsidiaries may not always be aligned with that of the Group’s.

RISKS RELATING TO BUSINESS OPERATIONS IN MALAYSIA Malaysia is an emerging market and the Group is exposed to the general risks associated with operating in emerging economies. The Group is generally subject to greater risks, including legal, regulatory, economic and political risks, in emerging markets, such as Malaysia, compared to more developed markets. The Group’s business, earnings, asset values and prospects may be adversely affected by developments with respect to inflation, interest rates, currency fluctuations, government policies, exchange control regulations, taxation, social instability and other political, legal, economic or diplomatic developments in or affecting Malaysia, where applicable. The Group has no control over such conditions and developments and can provide no assurance that such conditions and developments will not adversely affect its operations. The Group may also be affected by changes in the political leadership and/or government policies in Malaysia. Any adverse development in the political situation and economic uncertainties in Malaysia could adversely affect its business, financial condition and results of operations. Such political or regulatory changes include (but are not limited to) the introduction of new laws and regulations which impose and/or increase restrictions on the conduct of business, the repatriation of profits, the imposition of capital controls and changes in interest rates. Financing costs and the availability of credit to companies operating within emerging markets is also significantly influenced by the level of investor confidence in these markets, and, as such, any factor that impacts market confidence, for example, a decrease in credit ratings or state or central bank intervention in one market may affect the price and/or availability of funding for entities within any of these markets. Any reduction in the availability of credit or increase in financing costs could adversely affect the Group’s business, financial condition and results of operations.

The Group is subject to laws, regulations and guidelines in connection with its business operations in Malaysia. The business premises for the Group’s operations in Malaysia require certain valid and existing licences issued by the relevant authorities in which the business premises are located. There is no assurance that the relevant licences will not be revoked or renewed in time or at all. Any revocation of the Group’s licences, failure to renew such licences when required or any changes to the relevant regulations in the future could affect its ability to continue its business, in turn affecting the business, financial condition and results of operations of the Group.

The Group may be subject to foreign exchange controls in Malaysia. The foreign exchange policies in Malaysia are regulated by the Central Bank of Malaysia (“BNM”). The foreign exchange administration rules and foreign exchange notices issued by BNM, which are applicable to both local and foreign investors, monitor and regulate the remittance of funds from and into Malaysia. As at the date of this Offering Circular, the foreign exchange administration rules and foreign exchange notices issued by BNM do not impose restrictions on foreign investors with respect to the repatriation of capital, profits, dividends, rental, fees and interest arising from investments in Malaysia. However, in the event that the Malaysian government were to tighten or otherwise change the relevant laws and regulations, such exchange controls may affect the repatriation of profits from mm2 Malaysia and may, in turn, limit the Group’s ability to repatriate dividends out of Malaysia.

Exchange rate policy could have an adverse impact on the Group. In the event that the Malaysian government imposes more restrictive foreign exchange controls, any imposition, variation or removal of exchange controls may lead to less independence in the Malaysian government’s conduct of its domestic monetary policy and increase exposure of the Malaysian economy to the potential risks and vulnerabilities of external developments in the international markets. As a result, this may adversely affect the Group’s business, financial condition and results of operations in Malaysia.

-26- RISKS RELATING TO THE NOTES ISSUED UNDER THE PROGRAMME Payments under the Notes and the Guarantees of the Notes will be structurally subordinated to liabilities and obligations of certain of the Issuer’s subsidiaries, and the Notes are not secured. The Issuer has only a shareholder’s claim on the assets of any subsidiary in the Group. This shareholder’s claim is junior to the claims that creditors of any such subsidiary have against it. The Noteholders will only be creditors of the Issuer and the Subsidiary Guarantors, and not of the Issuer’s other subsidiaries who are not Subsidiary Guarantors (including Restricted Subsidiaries). In addition, the Noteholders will not have the benefit of any security interest over the shares of any of the Issuer’s other subsidiaries or any security interest over the assets of the Issuer or of any of the Issuer’s other subsidiaries. As a result, liabilities of any of the Issuer’s other subsidiaries will be effectively senior to the Notes. Any of these other subsidiaries may in the future have other liabilities, including contingent liabilities, which may be significant. Although the Conditions contains limitations on the amount of additional debt that the Issuer, the Subsidiary Guarantors and certain of the Issuer’s subsidiaries may incur, the amounts of such debt could be substantial.

Substantial leverage and debt service obligations could adversely affect the Group’s businesses and prevent the Issuer and the Subsidiary Guarantors from fulfilling their obligations under the Notes and the Guarantees of the Notes. Subject to limitations under the Conditions, the Issuer and its subsidiaries will be permitted to incur additional indebtedness in the future. For a summary of the Group’s existing indebtedness as of the date of this Offering Circular, see “Corporate and Financing Structure”. The degree to which the Group will be leveraged in the future, on a consolidated basis, could have important consequences for the Noteholders, including, but not limited to: • making it more difficult for the Issuer and the Subsidiary Guarantors to satisfy their respective obligations with respect to the Notes and the Guarantees of the Notes; • increasing vulnerability to, and reducing the Group’s flexibility to respond to, general adverse economic and industry conditions; • requiring the dedication of a substantial portion of cash flow from operations to the payment of principal of, and interest on, the Group’s consolidated indebtedness, thereby reducing the availability of such cash flow to fund working capital, capital expenditures, acquisitions, joint ventures or other general corporate purposes; • limiting flexibility in planning for, or reacting to, changes in the Group’s businesses, the competitive environment and the industry in which the Group operates; • placing Noteholders at a competitive disadvantage compared to the Group’s competitors that are not as highly leveraged; and • limiting the Group’s ability to borrow additional funds and increasing the cost of any such borrowing. Any of these or other consequences or events could materially and adversely affect the Issuer’s or the Subsidiary Guarantors’ ability to satisfy debt obligations, including the Notes and the Guarantees of the Notes. The Issuer and its subsidiaries is also subject to restrictive debt covenants that may limit the Issuer’s ability to finance the Group’s future operations and capital needs and to pursue business opportunities and activities. The Conditions will, among other things, restrict the Company’s ability to: • incur or guarantee additional indebtedness; • create or incur certain liens; • make certain payments, including dividends or other distributions, with respect to the shares of the Subsidiary Guarantors or the Restricted Subsidiaries; • prepay or redeem subordinated debt or equity; • make certain investments and capital expenditures; • create encumbrances or restrictions on the payment of dividends or other distributions, loans or advances to and on the transfer of assets to the Subsidiary Guarantors or any of the Restricted Subsidiaries; • sell, lease or transfer certain assets, including stock of restricted subsidiaries; • engage in certain transactions with affiliates;

-27- • enter into unrelated businesses or engage in prohibited activities; and • consolidate or merge with other entities. In addition, certain of the Group’s other indebtedness provide for restrictions and limitations on the ability of the Issuer’s subsidiaries to pay dividends or make other distributions on the occurrence of certain events. All of these limitations will be subject to significant exceptions and qualifications. See “Terms and Conditions of the Notes—Covenants”. These covenants could limit the Issuer’s and the Subsidiary Guarantors’ ability to finance their future operations and capital needs and their ability to pursue business opportunities and activities that may be in the Group’s interest.

The Issuer will require a significant amount of cash to meet its obligations under its indebtedness and to sustain its operations, which the Issuer may not be able to generate or raise. The ability of the Issuer to make scheduled principal or interest payments on the Notes and the Issuer’s ability to make payments on the Group’s indebtedness and contractual obligations (see “Corporate and Financing Structure”), and to fund the Group’s ongoing operations, will depend on the Group’s future performance and the Group’s ability to generate cash, which to a certain extent is subject to general economic, financial, competitive, legislative, legal, regulatory and other factors, as well as other factors discussed above (see “—Risks Relating to the Group’s Business and Industry”, above), many of which are beyond the Group’s control. If the Group’s future cash flows from operations and other capital resources are insufficient to pay the Group’s debt obligations, the Group’s contractual obligations, or to fund the Group’s other liquidity needs, the Issuer and/or the Subsidiary Guarantors may be forced to sell assets or attempt to restructure or refinance the Group’s existing indebtedness. No assurance can be given that the Group would be able to accomplish any of these measures on a timely basis or on satisfactory terms or at all.

Risks related to Notes which are linked to “benchmarks”. LIBOR, EURIBOR and other interest rate or other types of rates and indices which are deemed to be “benchmarks” are the subject of ongoing national and international regulatory reform. Following the implementation of any such potential reforms, the manner of administration of benchmarks may change, with the result that they may perform differently than in the past, or benchmarks could be eliminated entirely, or there could be other consequences which cannot be predicted. For example, on 27 July 2017, the UK Financial Conduct Authority announced that it will no longer persuade or compel banks to submit rates for the calculation of the LIBOR benchmark after 2021 (the “FCA Announcement”). The FCA Announcement indicates that the continuation of LIBOR on the current basis cannot and will not be guaranteed after 2021. The potential elimination of the LIBOR benchmark or any other benchmark, or changes in the manner of administration of any benchmark, could require an adjustment to the terms and conditions, or result in other consequences, in respect of any Notes linked to such benchmark (including but not limited to Floating Rate Notes whose interest rates are linked to LIBOR).

The Notes may not be a suitable investment for all investors. Each potential investor in any Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should: (i) have sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes, the merits and risks of investing in the relevant Notes and the information contained or incorporated by reference in this Offering Circular, any applicable supplement to the Offering Circular or any Pricing Supplement; (ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the relevant Notes and the impact such investment will have on its overall investment portfolio; (iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the relevant Notes, including where principal or interest is payable in one or more currencies, or where the currency for principal or interest payments is different from the potential investor’s currency; (iv) understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any relevant indices and financial markets; and (v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks. Some Notes may be complex financial instruments and such instruments may be purchased as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to the purchaser’s overall

-28- portfolios. A potential investor should not invest in Notes which are complex financial instruments unless it has the expertise (either alone or with the help of a financial adviser) to evaluate how the Notes will perform under changing conditions, the resulting effects on the value of such Notes and the impact this investment will have on the potential investor’s overall investment portfolio.

Legal investment considerations may restrict certain investments. The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Investors should consult their own legal advisers to determine whether and to what extent (i) the Notes are legal investments, (ii) the Notes can be used as collateral for various types of borrowing and (iii) other restrictions that apply to purchases or pledges of any Notes. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of the Notes under any applicable risk-based capital or similar rules.

Modification and waivers. The Conditions contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority. The Conditions also provide that the Trustee may, without the consent of the Noteholders, agree to any modification of the Conditions or the Trust Deed (other than in respect of a Reserved Matter (as defined therein)) which is, in the opinion of the Trustee, proper to make if, in the opinion of the Trustee, such modification will not be materially prejudicial to the interests of Noteholders and to any modification of the Notes or the Trust Deed which is of a formal, minor or technical nature or is to correct a manifest error. In addition, the Trustee may without the consent of the Noteholders or Couponholders authorise or waive any proposed breach or breach of the Notes or the Trust Deed (other than a proposed breach or breach relating to the subject of a Reserved Matter) if, in the opinion of the Trustee, the interests of the Noteholders will not be materially prejudiced thereby.

The Trustee may request Noteholders to provide pre-funding, an indemnity and/or security to its satisfaction. In certain circumstances, the Trustee may request Noteholders to provide pre-funding, an indemnity and/or security to its satisfaction before it takes actions on behalf of Noteholders. The Trustee shall not be obliged to take any such actions if not pre-funded and/or indemnified and/or secured to its satisfaction. Negotiating and agreeing to an indemnity and/or security can be a lengthy process and may impact on when such pre-funding actions can be taken. The Trustee may not be able to take actions, notwithstanding the provision of an indemnity or security to it, in breach of the terms of the Trust Deed and in circumstances where there is uncertainty or dispute as to the applicable laws or regulations and, to the extent permitted by the agreements and the applicable law, it will be for the Noteholders to take such actions directly.

A change in Singapore law which governs the Notes may adversely affect Noteholders. The Conditions are governed by Singapore law in effect as at the date of issue of the relevant Notes. No assurance can be given as to the impact of any possible judicial decision or change to Singapore law or administrative practice after the date of issue of the relevant Notes.

The Notes may be represented by Global Notes or Global Note Certificates and holders of an interest in a Global Note or Global Note Certificate must rely on the procedures of the relevant Clearing System(s). Notes issued under the Programme may be represented by one or more Global Notes or Global Note Certificates. Such Global Notes and Global Note Certificates will be deposited with a common depositary for Euroclear and Clearstream and/or CDP (each of Euroclear, Clearstream, and the CDP, a “Clearing System”). Except in the circumstances described in the relevant Global Note or Global Note Certificate, investors will not be entitled to receive definitive Notes. The relevant Clearing System(s) will maintain records of the interests in the Global Notes and the Global Note Certificates. While the Notes are represented by one or more Global Notes or Global Note Certificates, investors will be able to trade their interests only through the Clearing Systems. While the Notes are represented by one or more Global Notes or Global Note Certificates, the Issuer will discharge its payment obligations under the Notes by making payments to the relevant Clearing Systems for distribution to their account holders. A holder of an interest in a Global Note or Global Note Certificate must rely

-29- on the procedures of the relevant Clearing System(s) to receive payments under the relevant Notes. The Issuer has no responsibility or liability for the records relating to, or payments made in respect of, interests in the Global Notes and the Global Note Certificates. Holders of interests in the Global Notes and the Global Note Certificates will not have a direct right to vote in respect of the relevant Notes. Instead, such holders will be permitted to act only to the extent that they are enabled by the relevant Clearing System(s) to appoint appropriate proxies.

Noteholders should be aware that Definitive Notes which have a denomination that is not an integral multiple of the minimum denomination may be illiquid and difficult to trade. Notes may be issued with a minimum denomination. The Pricing Supplement of a Tranche of Notes may provide that, for so long as the Notes are represented by a Global Note or a Global Note Certificate and the relevant Clearing System(s) so permit, the Notes will be tradable in nominal amounts (a) equal to, or in integral multiples of, the minimum denomination, and (b) the minimum denomination plus integral multiples of an amount lower than the minimum denomination. Definitive Notes will only be issued if, amongst other reasons more particularly set out in the relevant Global Note or Global Note Certificate, the relevant Clearing System(s) is/are closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business. The Pricing Supplement may provide that, if Definitive Notes are issued, such Notes will be issued in respect of all holdings of Notes equal to or greater than the minimum denomination. However, Noteholders should be aware that Definitive Notes that have a denomination that is not an integral multiple of the minimum denomination may be illiquid and difficult to trade. Definitive Notes will in no circumstances be issued to any person holding Notes in an amount lower than the minimum denomination and such Notes will be cancelled and holders will have no rights against the Issuer (including rights to receive principal or interest or to vote) in respect of such Notes.

Singapore Taxation Risk. The Notes to be issued from time to time under the Programme during the period from the date of this Offering Circular to 31 December 2018 are intended to be qualifying debt securities (“QDS”) for the purposes of the Income Tax Act, Chapter 134 of Singapore, subject to the fulfilment of certain conditions more particularly described in the section “Taxation—Singapore”. However, there is no assurance that such Notes will continue to enjoy the tax concessions in connection therewith should the relevant tax laws be amended or revoked at any time. Pursuant to the Singapore Budget 2018, it was announced that the Qualifying Debt Securities Scheme is to be extended to debt securities issued from 1 January 2019 to 31 December 2023, subject to certain amendments to be announced by the Monetary Authority of Singapore (“MAS”).

The Issuer may not have the ability to raise the funds necessary to finance an offer to repurchase Notes upon the occurrence of certain events constituting a change of control as required by the Conditions. Upon the occurrence of certain events constituting a change of control, the Issuer is required to offer to repurchase all outstanding Notes at a purchase price in cash equal to an amount to be set out in the Pricing Supplement for the relevant Tranche of Notes. If a change of control were to occur, no assurance can be given that the Issuer would have sufficient funds available at such time to pay the purchase price of the outstanding Notes. A change of control may result in an event of default under, or acceleration of, other indebtedness. The repurchase of the Notes pursuant to such an offer could cause a default under such indebtedness, even if the change of control itself does not.

The change of control provision contained in the Trust Deed may not necessarily afford protection in the event of certain important corporate events, including a reorganisation, restructuring, merger or other similar transaction involving the Issuer and the Subsidiary Guarantors that may adversely affect Noteholders, because such corporate events may not involve a shift in voting power or beneficial ownership or, even if they do, may not constitute a “Change of Control” as defined in the Conditions. Except as described under “Terms and Conditions of the Notes—Redemption and Purchase—Redemption for Change of Control”, the Conditions do not contain provisions that require the Issuer to offer to repurchase or redeem the Notes in the event of a reorganisation, restructuring, merger, recapitalisation or similar transaction. The definition of “Change of Control” contained in the Conditions includes a disposition of all or substantially all of the assets of the Issuer and its Subsidiaries taken as a whole to any Person. Although there is a limited body

-30- of case law interpreting the phrase “all or substantially all”, there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “all or substantially all” of the assets of the Issuer and its Subsidiaries taken as a whole. As a result, it may be unclear as to whether a change of control has occurred and whether the Issuer is required to make an offer to repurchase the Notes.

RISKS RELATING TO THE STRUCTURE OF A PARTICULAR ISSUE OF NOTES A wide range of Notes may be issued under the Programme. A number of these Notes may have features which contain particular risks for potential investors. Set out below is a description of certain such features:

Notes subject to optional redemption by the Issuer may have a lower market value than Notes that cannot be redeemed. Unless in the case of any particular Tranche of Notes the relevant Pricing Supplement specifies otherwise, in the event that the Issuer would be obliged to increase the amounts payable in respect of any Notes due to any withholding or deduction for or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of Singapore or any political subdivision thereof or any authority therein or thereof having power to tax, the Issuer may redeem all outstanding Notes in accordance with the Conditions. An optional redemption feature is likely to limit the market value of Notes. During any period when the Issuer may elect to redeem Notes, the market value of those Notes generally will not rise substantially above the price at which they can be redeemed. This also may be true prior to any redemption period. The Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest rate on the Notes. At those times, an investor generally would not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Notes being redeemed and may only be able to do so at a significantly lower rate. Potential investors should consider reinvestment risk in light of other investments available at that time.

Dual Currency Notes have features which are different from single currency issues. The Issuer may issue Notes with principal or interest payable in one or more currencies which may be different from the currency in which the Notes are denominated. Potential investors should be aware that: (i) the market price of such Notes may be volatile; (ii) they may receive no interest; (iii) payment of principal or interest may occur at a different time or in a different currency than expected; and (iv) the amount of principal payable at redemption may be less than the nominal amount of such Notes or even zero.

Notes carrying an interest rate which may be converted from fixed to floating interest rates and vice-versa, may have lower market values than other Notes. Fixed/Floating Rate Notes may bear interest at a rate that the Issuer may elect to convert from a fixed rate to a floating rate, or from a floating rate to a fixed rate. The Issuer’s ability to convert the interest rate will affect the secondary market and the market value of such Notes since the Issuer may be expected to convert the rate when it is likely to produce a lower overall cost of borrowing. If the Issuer converts from a fixed rate to a floating rate, the spread on the Fixed/Floating Rate Notes may be less favourable than then prevailing spreads on comparable Floating Rate Notes tied to the same reference rate. In addition, the new floating rate at any time may be lower than the rates on other Notes. If the Issuer converts from a floating rate to a fixed rate, the fixed rate may be lower than then prevailing rates on its Notes.

The market prices of Notes issued at a substantial discount or premium tend to fluctuate more in relation to general changes in interest rates than do prices for conventional interest-bearing securities. The market values of securities issued at a substantial discount or premium to their nominal amount tend to fluctuate more in relation to general changes in interest rates than do prices for conventional interest-bearing securities. Generally, the longer the remaining term of the securities, the greater the price volatility as compared to conventional interest-bearing securities with comparable maturities.

-31- Provisions in the Trust Deed and the Conditions of the Notes may be modified. The Conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders, including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority. The Conditions of the Notes also provide that the Trustee may agree, without the consent of the Noteholders or Couponholders, to (i) any modification of any of the provisions of the Trust Deed which in the opinion of the Trustee is of a formal, minor or technical nature or is made to correct a manifest error or to comply with mandatory provisions of law or is required by Euroclear, Clearstream, CDP and/or any other clearing system in which the Notes may be held and (ii) any other modification (except as mentioned in the Trust Deed), and any waiver or authorisation of any breach or proposed breach, of any of the provisions of the Trust Deed which is in the opinion of the Trustee not materially prejudicial to the interests of the Noteholders.

RISKS RELATING TO THE MARKET GENERALLY Set out below is a brief description of certain market risks, including liquidity risk, exchange rate risk, interest rate risk and credit risk:

Limited liquidity of the Notes issued under the Programme There can be no assurance regarding the future development of the market for the Notes issued under the Programme or the ability of the Noteholders, or the price at which the Noteholders may be able, to sell their Notes. The Notes may have no established trading market when issued, and one may never develop. Even if a market for the Notes does develop, it may not be very liquid. Therefore, investors may not be able to sell their Notes easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. This is particularly the case for Notes that are especially sensitive to interest rate, currency or market risks, are designed for specific investment objectives or strategies or have been structured to meet the investment requirements of limited categories of investors. These types of Notes generally would have a more limited secondary market and more price volatility than conventional debt securities. The lack of liquidity may have a severely adverse effect on the market value of the Notes. Although the issue of additional Notes may increase the liquidity of the Notes, there can be no assurance that the price of such Notes will not be adversely affected by the issue in the market of such additional Notes.

Fluctuation of market value of Notes issued under the Programme Trading prices of the Notes are influenced by numerous factors, including the operating results and/or financial condition of the Group, political, economic, financial and any other factors that can affect the capital markets, the industry and the Group generally. Adverse economic developments, in Singapore as well as countries in which the Group operates or have business dealings, could have a material adverse effect on the Singapore economy and the operating results and/or the financial condition of the Group. Global financial turmoil has resulted in substantial and continuing volatility in international capital markets. Any further deterioration in global financial conditions could have a material adverse effect on worldwide financial markets, which may also adversely affect the market price of the Notes.

Interest rate risk Noteholders may suffer unforeseen losses due to fluctuation in interest rates. Generally, a rise in interest rates may cause a fall in bond prices, resulting in a capital loss for the Noteholders. However, the Noteholders may reinvest the interest payments at higher prevailing interest rates. Conversely, when interest rates fall, bond prices may rise. The Noteholders may enjoy a capital gain but interest payments received may be reinvested at lower prevailing interest rates.

Inflation risk Noteholders may suffer erosion on the return of their investments due to inflation. Noteholders would have an anticipated rate of return based on expected inflation rates on the purchase of the Notes. An unexpected increase in inflation could reduce the actual returns.

Notes issued under the Programme have no current active trading market and may trade at a discount to their initial offering price and/or with limited liquidity. Notes issued under the Programme will be new securities which may not be widely distributed and for which there is currently no active trading market (unless in the case of any particular Tranche, such Tranche is to be

-32- consolidated with and form a single Series with a Tranche of Notes which is already issued). If the Notes are traded after their initial issuance, they may trade at a discount to their initial offering price, depending upon prevailing interest rates, the market for similar securities, general economic conditions and the financial condition of the Issuer. If the Notes are trading at a discount, investors may not be able to receive a favourable price for their Notes, and in some circumstances investors may not be able to sell their Notes at all or at their fair market value. At the relevant time of issue of any Notes which are agreed at the time of issue to be listed on the Official List of the SGX-ST, a separate application will be made to the SGX-ST for the permission to deal in, and for quotation of, such Notes on the Official List of 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 such application will be accepted, that any particular Tranche of Notes will be so admitted or that an active trading market for the Notes will develop. In addition, the market for investment grade has been subject to disruptions that have caused volatility in prices of securities similar to the Notes issued under the Programme. Accordingly, there is no assurance as to the development or liquidity of any trading market, or that disruptions will not occur, for any particular Tranche of Notes.

Exchange rate risks and exchange controls may result in investors receiving less interest or principal than expected. The Issuer will pay principal and interest on the Notes in the currency specified in the relevant Pricing Supplement (the “Specified Currency”). This presents certain risks relating to currency conversions if an investor’s financial activities are denominated principally in a currency or currency unit (the “Investor’s Currency”) other than the Specified Currency. These include the risk that exchange rates may significantly change (including changes due to devaluation of the Specified Currency or revaluation of the Investor’s Currency) and the risk that authorities with jurisdiction over the Investor’s Currency may impose or modify exchange controls. An appreciation in the value of the Investor’s Currency relative to the Specified Currency would decrease (1) the Investor’s Currency equivalent yield on the Notes, (2) the Investor’s Currency equivalent value of the principal payable on the Notes and (3) the Investor’s Currency equivalent market value of the Notes. Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal.

Changes in market interest rates may adversely affect the value of Fixed Rate Notes. Investment in Fixed Rate Notes involves the risk that subsequent changes in market interest rates may adversely affect the value of Fixed Rate Notes.

-33- USE OF PROCEEDS The net proceeds from each issue of Notes will be used by the Issuer and/or its subsidiaries for refinancing of existing borrowings, making investments and/or acquisitions, general working capital and corporate purposes. If, in respect of any particular issue, there is a particular identified use of proceeds, this will be stated in the applicable Pricing Supplement.

-34- FORMS OF THE NOTES Bearer Notes Each Tranche of Notes in bearer form (“Bearer Notes”) will initially be in the form of either a temporary global note in bearer form (the “Temporary Global Note”), without interest coupons, or a permanent global note in bearer form (the “Permanent Global Note”), without interest coupons, in each case as specified in the relevant Pricing Supplement. Each Temporary Global Note or, as the case may be, Permanent Global Note (each a “Global Note”) will be deposited on or prior to the issue date of the relevant Tranche of the Notes with a depositary or a common depositary for Euroclear or Clearstream and/or any other relevant clearing system and/or the CDP. In the case of each Tranche of Bearer Notes, the relevant Pricing Supplement will also specify whether United States Treasury Regulation §1.163-5(c)(2)(i)(C) (the “TEFRA C Rules”) or United States Treasury Regulation §1.163-5(c)(2)(i)(D) (the “TEFRA D Rules”) are applicable in relation to the Notes or, if the Notes do not have a maturity of more than 365 days, that neither the TEFRA C Rules nor the TEFRA D Rules are applicable.

Temporary Global Note exchangeable for Permanent Global Note If the relevant Pricing Supplement specifies the form of Notes as being a “Temporary Global Note exchangeable for a Permanent Global Note”, then the Notes will initially be in the form of a Temporary Global Note which will be exchangeable, in whole or in part, for interests in a Permanent Global Note, without interest coupons, not earlier than 40 days after the issue date of the relevant Tranche of the Notes upon certification as to non-U.S. beneficial ownership. No payments will be made under the Temporary Global Note unless exchange for interests in the Permanent Global Note is improperly withheld or refused. In addition, interest payments in respect of the Notes cannot be collected without such certification of non-U.S. beneficial ownership. Whenever any interest in the Temporary Global Note is to be exchanged for an interest in a Permanent Global Note, the Issuer shall procure (in the case of first exchange) the delivery of a Permanent Global Note to the bearer of the Temporary Global Note or (in the case of any subsequent exchange) an increase in the principal amount of the Permanent Global Note in accordance with its terms against: (i) presentation and (in the case of final exchange) presentation and surrender of the Temporary Global Note to or to the order of the Principal Paying Agent or, as the case may be, the CDP Lodging and Paying Agent; and (ii) receipt by the Principal Paying Agent or, as the case may be, the CDP Lodging and Paying Agent of a certificate or certificates of non-U.S. beneficial ownership, within 7 days of the bearer requesting such exchange.

Temporary Global Note exchangeable for Definitive Notes If the relevant Pricing Supplement specifies the form of Notes as being “Temporary Global Note exchangeable for Definitive Notes” and also specifies that the TEFRA C Rules are applicable or that neither the TEFRA C Rules or the TEFRA D Rules are applicable, then the Notes will initially be in the form of a Temporary Global Note which will be exchangeable, in whole but not in part, for Definitive Notes not earlier than 40 days after the issue date of the relevant Tranche of the Notes. If the relevant Pricing Supplement specifies the form of Notes as being “Temporary Global Note exchangeable for Definitive Notes” and also specifies that the TEFRA D Rules are applicable, then the Notes will initially be in the form of a Temporary Global Note which will be exchangeable, in whole or in part, for Definitive Notes not earlier than 40 days after the issue date of the relevant Tranche of the Notes upon certification as to non-U.S. beneficial ownership. Interest payments in respect of the Notes cannot be collected without such certification of non-U.S. beneficial ownership. Whenever the Temporary Global Note is to be exchanged for Definitive Notes, the Issuer shall procure the prompt delivery (free of charge to the bearer) of such Definitive Notes, duly authenticated and with interest coupons attached (if so specified in the relevant Pricing Supplement), in an aggregate principal amount equal to the principal amount of the Temporary Global Note to the bearer of the Temporary Global Note against the surrender of the Temporary Global Note to or to the order of the Principal Paying Agent or, as the case may be, the CDP Lodging and Paying Agent within 30 days of the bearer requesting such exchange, but not later than 40 days after the issue date of the relevant Series of the Notes.

-35- Permanent Global Note exchangeable for Definitive Notes If the relevant Pricing Supplement specifies the form of Notes as being “Permanent Global Note exchangeable for Definitive Notes”, then the Notes will initially be in the form of a Permanent Global Note which will be exchangeable in whole, but not in part, for Definitive Notes: (a) on the expiry of such period of notice as may be specified in the relevant Pricing Supplement; or (b) at any time, if so specified in the relevant Pricing Supplement; or (c) if the relevant Pricing Supplement specifies “in the limited circumstances described in the Permanent Global Note”, then if either of the following events occurs: (i) CDP and/or Euroclear or Clearstream or any other relevant clearing system is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business; or (ii) any of the circumstances described in Condition 14 (Events of Default) occurs. In addition, where the Permanent Global Note is to be cleared through CDP, the Permanent Global Note will be exchangeable in whole, but not in part, for Definitive Notes where: (a) an event of default, enforcement event or analogous event entitling an Accountholder (as defined in the relevant Permanent Global Note) or the Trustee to declare the Notes to be due and payable as provided in the Conditions has occurred and is continuing; (b) CDP has been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or has announced an intention to permanently cease business and no alternative clearing system is available; or (c) CDP has notified the Issuer that it is unable or unwilling to act as depository for the Notes and to continue performing its duties set out in the terms and conditions for the provision of depository services, and no alternative clearing system in available. Whenever the Permanent Global Note is to be exchanged for Definitive Notes, the Issuer shall procure the prompt delivery (free of charge to the bearer) of such Definitive Notes, duly authenticated and with Coupons and Talons attached (if so specified in the Pricing Supplement), in an aggregate principal amount equal to the principal amount of Notes represented by the Permanent Global Note to the bearer of the Permanent Global Note against the surrender of the Permanent Global Note to or to the order of the Principal Paying Agent or, as the case may be, the CDP Lodging and Paying Agent within 30 days of the bearer requesting such exchange, but not later than 40 days after the issue date of the relevant Series of Notes.

Terms and Conditions applicable to the Notes The terms and conditions applicable to any Definitive Note will be endorsed on that Note and will consist of the terms and conditions set out under “Terms and Conditions of the Notes” below and the provisions of the relevant Pricing Supplement which supplement, amend and/or replace those terms and conditions. The terms and conditions applicable to any Note in global form will differ from those terms and conditions which would apply to the Note were it in definitive form to the extent described under “Summary of Provisions Relating to the Notes while in Global Form” below.

Legend concerning United States persons In the case of any Tranche of Bearer Notes having a maturity of more than 365 days, the Notes in global form, the Notes in definitive form and any Coupons and Talons appertaining thereto will bear a legend to the following effect: “Any United States person who holds this obligation will be subject to limitations under the United States income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code.”

Registered Notes Each Tranche of Registered Notes will be in the form of either individual Note Certificates in registered form (“Individual Note Certificates”) or a global Note in registered form (a “Global Note Certificate”), in each case as specified in the relevant Pricing Supplement. Each Global Note Certificate will be deposited on or prior to the relevant issue date with the CDP or a depositary or a common depositary for Euroclear and/or Clearstream, and/or any other relevant clearing system and registered in the name of, or in the name of a nominee for, such depositary and will be exchangeable for Individual Note Certificates in accordance with its terms.

-36- If the relevant Pricing Supplement specifies the form of Notes as being “Individual Note Certificates”, then the Notes will at all times be in the form of Individual Note Certificates issued to each Noteholder in respect of their respective holdings. If the relevant Pricing Supplement specifies the form of Notes as being “Global Note Certificate exchangeable for Individual Note Certificates”, then the Notes will initially be in the form of a Global Note Certificate which will be exchangeable in whole, but not in part, for Individual Note Certificates: (a) on the expiry of such period of notice as may be specified in the relevant Pricing Supplement; or (b) at any time, if so specified in the relevant Pricing Supplement; or (c) if the relevant Pricing Supplement specifies “in the limited circumstances described in the Global Note Certificate”, then if any of the following events occurs: (i) CDP and/or Euroclear or Clearstream or any other relevant clearing system is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business; or (ii) any of the circumstances described in Condition 4 (Events of Default) occurs; or (iii) where the Global Note Certificate is to be cleared through CDP, (1) an event of default, enforcement event or analogous event entitling an Accountholder (as defined in the relevant Global Note Certificate) or the Trustee to declare the Notes to be due and payable as provided in the Conditions has occurred and is continuing, (2) CDP has been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or has announced an intention permanently to cease business and no alternative clearing system is available or (3) CDP has notified the Issuer that it is unable or unwilling both to act as depository for the Notes and to continue performing its duties set out in the terms and conditions for the provision of depository services and no alternative clearing system is available. Whenever the Global Note Certificate is to be exchanged for Individual Note Certificates, the Issuer shall procure that Individual Note Certificates will be issued in an aggregate principal amount equal to the principal amount of the Global Note Certificate within five business days of the delivery, by or on behalf of the registered holder of the Global Note Certificate to the Registrar or, as the case may be, the CDP Registrar of such information as is required to complete and deliver such Individual Note Certificates (including, without limitation, the names and addresses of the persons in whose names the Individual Note Certificates are to be registered and the principal amount of each such person’s holding) against the surrender of the Global Note Certificate at the specified office of the Registrar or, as the case may be, the CDP Registrar. Such exchange will be effected in accordance with the provisions of the Trust Deed and the issue and paying agency agreement dated 10 March 2018 in relation to the Programme (the “Agency Agreement”) and the regulations concerning the transfer and registration of Notes scheduled thereto and, in particular, shall be effected without charge to any holder, but against such indemnity as the Registrar or, as the case may be, the CDP Registrar may require in respect of any tax or other duty of whatsoever nature which may be levied or imposed in connection with such exchange.

Terms and Conditions applicable to the Notes The terms and conditions applicable to any Individual Note Certificate will be endorsed on that Individual Note Certificate and will consist of the terms and conditions set out under “Terms and Conditions of the Notes” below and the provisions of the relevant Pricing Supplement which supplement, amend and/or replace those terms and conditions. The terms and conditions applicable to any Global Note Certificate will differ from those terms and conditions which would apply to the Note were it in definitive form to the extent described under “Summary of Provisions Relating to the Notes while in Global Form” below.

Euroclear and Clearstream Euroclear and Clearstream each holds securities for participating organisations and facilitates the clearance and settlement of securities transactions between their respective participants through electronic book-entry of changes in the accounts of their participants. Euroclear and Clearstream provide their respective participants with, among other things, services for safekeeping, administration, clearance and settlement of internationally-traded securities and securities lending

-37- and borrowing. Euroclear and Clearstream participants are financial institutions throughout the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organisations. Indirect access to Euroclear or Clearstream is also available to others, such as banks, brokers, dealers and trust companies which clear through or maintain a custodial relationship with a Euroclear or Clearstream participant, either directly or indirectly. Indirect access to Euroclear or Clearstream is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Euroclear or Clearstream participant, either directly or indirectly. Distributions of amounts payable with respect to book-entry interests in the Notes held through Euroclear or Clearstream will be credited, to the extent received by the Principal Paying Agent, to the cash accounts of Euroclear or Clearstream participants in accordance with the relevant system’s rules and procedures. Each of the persons shown in the records of Euroclear, Clearstream or an Alternative Clearing System (as defined in the Trust Deed) as the holder of a Note represented by a Global Note or a Global Note Certificate must look solely to Euroclear, Clearstream or any such Alternative Clearing System (as the case may be) for his share of each payment made by the Issuer to the bearer of such Global Note or the holder of the underlying Registered Notes, as the case may be, and in relation to all other rights arising under the Global Notes or Global Note Certificates, subject to and in accordance with the respective rules and procedures of Euroclear, Clearstream, or such Alternative Clearing System (as the case may be). Such persons shall have no claim directly against the Issuer in respect of payments due on the Notes for so long as the Notes are represented by such Global Note or Global Note Certificate and such obligations of the Issuer will be discharged by payment to the bearer of such Global Note or the holder of the underlying Registered Notes, as the case may be, in respect of each amount so paid. Beneficial ownership in Notes will be held through financial institutions as direct and indirect participants in Euroclear and Clearstream.

CDP In respect of Notes which are accepted for clearance by CDP in Singapore, clearance will be effected through an electronic book-entry clearance and settlement system for the trading of debt securities (a “Depository System”) maintained by CDP. Notes that are to be listed on the SGX-ST may be cleared through CDP. CDP, a wholly-owned subsidiary of Singapore Exchange Limited, is incorporated under the laws of Singapore and acts as a depository and clearing organisation. CDP holds securities for its accountholders and facilitates the clearance and settlement of securities transactions between accountholders through electronic book-entry changes in the securities accounts maintained by such accountholders with CDP. In respect of Notes which are accepted for clearance by CDP, the entire issue of the Notes is to be held by CDP in the form of a Global Note or Global Note Certificate for persons holding the Notes in securities accounts with CDP (“Depositors”). Delivery and transfer of Notes between Depositors is by electronic book-entries in the records of CDP only, as reflected in the securities accounts of Depositors. Although CDP encourages settlement on the third business day following the trade date of debt securities, market participants may mutually agree on a different settlement period if necessary. Settlement of over-the-counter trades in the Notes through the Depository System may only be effected through certain corporate depositors (“Depository Agents”) approved by CDP under the Companies Act, Chapter 50 of Singapore to maintain securities sub-accounts and to hold the Notes in such securities sub-accounts for themselves and their clients. Accordingly, Notes for which trade settlement is to be effected through the Depository System must be held in securities sub-accounts with Depository Agents. Depositors holding the Notes in direct securities accounts with CDP, and who wish to trade Notes through the Depository System, must transfer the Notes to be traded from such direct securities accounts to a securities sub-account with a Depository Agent for trade settlement. CDP is not involved in money settlement between Depository Agents (or any other persons) as CDP is not a counterparty in the settlement of trades of debt securities. However, CDP will make payment of interest and repayment of principal on behalf of issuers of debt securities. Although CDP has established procedures to facilitate transfer of interests in the Notes in global form among Depositors, it is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of the Issuer, the CDP Lodging and Paying Agent or any other agent will have the responsibility for the performance by CDP of its obligations under the rules and procedures governing its operations.

-38- CLEARING AND SETTLEMENT Clearance and Settlement under the Depository System In respect of Notes which are accepted for clearance by CDP in Singapore, clearance will be effected through an electronic book-entry clearance and settlement system for the trading of debt securities (“Depository System”) maintained by CDP. Notes that are to be listed on the SGX-ST may be cleared through CDP. CDP, a wholly-owned subsidiary of Singapore Exchange Limited, is incorporated under the laws of Singapore and acts as a depository and clearing organisation. CDP holds securities for its accountholders and facilitates the clearance and settlement of securities transactions between accountholders through electronic book-entry changes in the securities accounts maintained by such accountholders with CDP. In respect of Notes which are accepted for clearance by CDP, the entire issue of the Notes is to be held by CDP in the form of a Global Note or a Global Note Certificate for persons holding the Notes in securities accounts with CDP (“Depositors”). Delivery and transfer of Notes between Depositors is by electronic book-entries in the records of CDP only, as reflected in the securities accounts of Depositors. Although CDP encourages settlement on the third business day following the trade date of debt securities, market participants may mutually agree on a different settlement period if necessary. Settlement of over-the-counter trades in the Notes through the Depository System may only be effected through certain corporate depositors (“Depository Agents”) approved by CDP under the Companies Act to maintain securities sub-accounts and to hold the Notes in such securities sub-accounts for themselves and their clients. Accordingly, Notes for which trade settlement is to be effected through the Depository System must be held in securities sub-accounts with Depository Agents. Depositors holding the Notes in direct securities accounts with CDP, and who wish to trade Notes through the Depository System, must transfer the Notes to be traded from such direct securities accounts to a securities sub-account with a Depository Agent for trade settlement. CDP is not involved in money settlement between Depository Agents (or any other persons) as CDP is not a counterparty in the settlement of trades of debt securities. However, CDP will make payment of interest and repayment of principal on behalf of issuers of debt securities. Although CDP has established procedures to facilitate transfer of interests in the Notes in global form among Depositors, it is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of the Issuer, the CDP Lodging and Paying Agent or any other agent will have the responsibility for the performance by CDP of its obligations under the rules and procedures governing its operations.

Clearance and Settlement under Euroclear and/or Clearstream Euroclear and Clearstream each holds securities for participating organisations and facilitates the clearance and settlement of securities transactions between their respective participants through electronic book-entry changes in the accounts of such participants, thereby eliminating the need for physical movements of certificates and any risks from lack of simultaneous transfer. Euroclear and Clearstream provide to their respective participants, among other things, services for safekeeping, administration, clearance and settlement of internationally-traded securities and securities lending and borrowing. Euroclear and Clearstream each also deals with domestic securities markets in several countries through established depository and custodial relationships. The respective systems of Euroclear and Clearstream have established an electronic bridge between their two systems which enables their respective participants to settle trades with one another. Euroclear and Clearstream participants are financial institutions throughout the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organisations. Indirect access to Euroclear or Clearstream is also available to other financial institutions, such as banks, brokers, dealers and trust companies which clear through or maintain a custodial relationship with a Euroclear or Clearstream participant, either directly or indirectly. A participant’s overall contractual relations with either Euroclear or Clearstream are governed by the respective rules and operating procedures of Euroclear or Clearstream and any applicable laws. Both Euroclear and Clearstream act under those rules and operating procedures only on behalf of their respective participants, and have no record of, or relationship with, persons holding any interests through their respective participants. Distributions of principal with respect to book-entry interests in the Notes held through Euroclear or Clearstream will be credited, to the extent received by the relevant Paying Agent, to the cash accounts of the relevant Euroclear or Clearstream participants in accordance with the relevant system’s rules and procedures.

-39- SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM Clearing System Accountholders In relation to any Tranche of Notes represented by a Global Note in bearer form, references in the Terms and Conditions of the Notes to “Noteholder” are references to the bearer of the relevant Global Note which, for so long as the Global Note is held by CDP and/or a common depositary for Euroclear and/or Clearstream and/or any other relevant clearing system, will be CDP, common depositary or sub-custodian, as the case may be. In relation to any Tranche of Notes represented by a Global Note Certificate, references in the Terms and Conditions of the Notes to “Noteholder” are references to the person in whose name such Global Note Certificate is for the time being registered in the Register which, for so long as the Global Note Certificate is held by or on behalf of CDP or a common depositary for Euroclear and/or Clearstream and/or any other relevant clearing system, will be CDP or its nominee or a common depositary, or a nominee for such common depositary, as the case may be. Each of the persons shown in the records of CDP and/or Euroclear and/or Clearstream and/ or any other relevant clearing system as being entitled to an interest in a Global Note or a Global Note Certificate (each an “Accountholder”) must look solely to CDP and/or Euroclear and/or Clearstream /or such other relevant clearing system (as the case may be) for such Accountholder’s share of each payment made by the Issuer to the holder of such Global Note or Global Note Certificate and in relation to all other rights arising under such Global Note or Global Note Certificate. The extent to which, and the manner in which, Accountholders may exercise any rights arising under the Global Note or Global Note Certificate will be determined by the respective rules and procedures of Euroclear and Clearstream and any other relevant clearing system from time to time. For so long as the relevant Notes are represented by a Global Note or Global Note Certificate, Accountholders shall have no claim directly against the Issuer in respect of payments due under the Notes and such obligations of the Issuer will be discharged by payment to the holder of such Global Note or Global Note Certificate.

Conditions applicable to Global Notes Each Global Note and Global Note Certificate will contain provisions which modify the Terms and Conditions of the Notes as they apply to the Global Note or Global Note Certificate. The following is a summary of certain of those provisions: Payments: All payments in respect of the Global Note or Global Note Certificate which, according to the Terms and Conditions of the Notes, require presentation and/or surrender of a Note, Note Certificate or Coupon will be made against presentation and (in the case of payment of principal in full with all interest accrued thereon) surrender of the Global Note or Global Note Certificate to or to the order of any Paying Agent and will be effective to satisfy and discharge the corresponding liabilities of the Issuer in respect of the Notes. On each occasion on which a payment of principal or interest is made in respect of the Global Note, the Issuer shall procure that the payment is noted in a schedule thereto. Payment Business Day: In the case of a Global Note, or a Global Note Certificate, shall be, if the currency of payment is euro, any day which is a TARGET Settlement Day and a day on which dealings in foreign currencies may be carried on in each (if any) Additional Financial Centre; or, if the currency of payment is not euro, any day which is a day on which dealings in foreign currencies may be carried on in the Principal Financial Centre of the currency of payment and in each (if any) Additional Financial Centre. For the purposes of any payments made in respect of a Global Note or Global Note Certificate, the relevant place of presentation shall be disregarded. Payment Record Date: Each payment in respect of a Global Note Certificate will be made to the person shown as the Holder in the Register at the close of business (in the relevant clearing system) on the tenth Clearing System Business Day before the due date for such payment (the “Record Date”) where “Clearing System Business Day” means a day on which each clearing system for which the Global Note Certificate is being held is open for business. Exercise of change of control option: In order to exercise the option contained in Condition 10(f) (Redemption for Change of Control) or Condition 10(g) (Redemption for Excess Proceeds), the bearer of the Temporary Global Note or Permanent Global Note or the holder of a Global Note Certificate must, within the period specified in the Conditions for the deposit of the relevant Note and the Change of Control Put Exercise Notice or, as the case may be, Excess Proceeds Put Exercise Notice, give written notice of such exercise to the Principal Paying Agent or, as the case may be, the CDP Lodging and Paying Agent. Any such notice shall be irrevocable and may not be withdrawn.

Partial exercise of call option: In connection with an exercise of the option contained in Condition 10(c) (Redemption at the Option of the Issuer) in relation to some only of the Notes where such Notes are held with

-40- CDP, Euroclear and/or Clearstream, the Temporary Global Note or Permanent Global Note or Global Note Certificate may be redeemed in part in the principal amount specified by the Issuer in accordance with the Conditions and the Notes to be redeemed will not be selected as provided in the Conditions but in accordance with the rules and procedures of CDP and/or Euroclear and Clearstream (to be reflected in the records of CDP and/or Euroclear and Clearstream as either a pool factor or a reduction in principal amount, at their discretion).

-41- TERMS AND CONDITIONS OF THE NOTES The following is the text of the terms and conditions which, as supplemented, amended and/or replaced by the relevant Pricing Supplement, will be endorsed on each Note in definitive form issued under the Programme. The terms and conditions applicable to any Note in global form will differ from those terms and conditions which would apply to the Note were it in definitive form to the extent described under “Form of Notes—Summary of Provisions Relating to the Notes while in Global Form” below.

1. Introduction (a) Programme: mm2 Asia Ltd. (the “Issuer”) has established a Guaranteed Multicurrency Medium Term Note Programme (the “Programme”) for the issuance of up to US$300,000,000 in aggregate principal amount of notes (the “Notes”), guaranteed by Cathay Cineplexes Pte. Ltd., mm Connect Pte. Ltd., mm2 Entertainment Pte. Ltd., mm Plus Pte. Ltd. and 2mm Pte. Ltd. (each, an “Initial Subsidiary Guarantor” and together, the “Initial Subsidiary Guarantors”). (b) Pricing Supplement: Notes issued under the Programme are issued in series (each a “Series”) and each Series may comprise one or more tranches (each a “Tranche”) of Notes. Each Tranche is the subject of a pricing supplement (the “Pricing Supplement”) which supplements these terms and conditions (the “Conditions”). The terms and conditions applicable to any particular Tranche of Notes are these Conditions as supplemented, amended and/or replaced by the relevant Pricing Supplement. In the event of any inconsistency between these Conditions and the relevant Pricing Supplement, the relevant Pricing Supplement shall prevail. (c) Trust Deed and Deed of Covenant: The Notes are constituted by, are subject to, and have the benefit of, of (i) a trust deed dated 10 March 2018 (as amended, restated, replaced and/or supplemented from time to time, the “Trust Deed”) entered into between the Issuer and HSBC Institutional Trust Services (Singapore) Limited as trustee (the “Trustee”, which expression includes all persons for the time being trustee or trustees appointed under the Trust Deed) and (ii) a deed of covenant dated 9 March 2018 (as amended, restated, replaced and/or supplemented from time to time, the “Deed of Covenant” granted by the Issuer in favour of the holders of the Notes). (d) Agency Agreement: The Notes are the subject of an issue and paying agency agreement dated 10 March 2018 (as amended, restated, replaced and/or supplemented from time to time, the “Agency Agreement”) between the Issuer, The Hongkong and Shanghai Banking Corporation Limited as principal paying agent (the “Principal Paying Agent”, which expression includes any successor principal paying agent appointed from time to time in connection with the Notes), The Hongkong and Shanghai Banking Corporation Limited as registrar (the “Registrar”, which expression includes any successor registrar appointed from time to time in connection with the Notes), the paying agents named therein (together with the Principal Paying Agent, the “Paying Agents”, which expression includes any successor or additional paying agents appointed from time to time in connection with the Notes) and the transfer agents named therein (together with the Registrar, the “Transfer Agents”, which expression includes any successor or additional transfer agents appointed from time to time in connection with the Notes). In these Conditions references to the “Agents” are to the Paying Agents and the Transfer Agents and any reference to an “Agent” is to any one of them. (e) The Notes: The Notes may be issued in bearer form (“Bearer Notes”) or in registered form (“Registered Notes”). All subsequent references in these Conditions to “Notes” are to the Notes which are the subject of the relevant Pricing Supplement. Copies of the relevant Pricing Supplement are available for viewing and copies may be obtained from the Specified Office of each of the Paying Agents and Transfer Agents. (f) Summaries: Certain provisions of these Conditions are summaries of the Agency Agreement and the Trust Deed and are subject to their detailed provisions. Noteholders (as defined below) and the holders of the related interest coupons, if any, (the “Couponholders” and the “Coupons”, respectively) are bound by, and are deemed to have notice of, all the provisions of the Agency Agreement and the Trust Deed applicable to them. Copies of the Agency Agreement and the Trust Deed are available for inspection upon reasonable prior written request and satisfactory proof of holding by Noteholders during normal business hours at the Specified Offices of each of the Agents, the initial Specified Offices of which are set out below.

2. Interpretation (a) Definitions: In these Conditions the following expressions have the following meanings: “Accrual Yield” has the meaning given in the relevant Pricing Supplement;

-42- “Acquired Indebtedness” means Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary or Indebtedness of a Restricted Subsidiary assumed in connection with an Asset Acquisition by such Restricted Subsidiary and not Incurred in connection with, or in contemplation of, the Person merging with or into or becoming a Restricted Subsidiary or the Asset Acquisition; “Additional Business Centre(s)” means the city or cities specified as such in the relevant Pricing Supplement; “Additional Financial Centre(s)” means the city or cities specified as such in the relevant Pricing Supplement; “Affiliate” means, with respect to any Person, any other Person (a) directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person, or (b) who is a director or officer of such Person or any Subsidiary of such Person or of any Person referred to in clause (a) of this definition. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; “Asset Acquisition” means (a) an Investment by the Issuer or any Restricted Subsidiary in any other Person pursuant to which such Person shall become a Restricted Subsidiary or shall be merged into or consolidated with the Issuer or any Restricted Subsidiary, or (b) an acquisition by the Issuer or any Restricted Subsidiary of the property and assets of any Person other than the Issuer or any Restricted Subsidiary that constitute substantially all of a division or line of business of such Person; “Asset Disposition” means the sale or other disposition by the Issuer or any Restricted Subsidiary (other than to the Issuer or another Restricted Subsidiary) of (a) all or substantially all of the Capital Stock of any Restricted Subsidiary or (b) all or substantially all of the assets that constitute a business segment or line of business of the Issuer or any Restricted Subsidiary; “Asset Sale” means any sale, transfer or other disposition (including by way of merger, consolidation or Sale and Leaseback Transaction and including any sale or issuance of the Capital Stock of any Restricted Subsidiary) in one transaction or a series of related transactions by the Issuer or any Restricted Subsidiary to any Person other than the Issuer or any Restricted Subsidiary of any of its property or assets (including Capital Stock), in each case that is not governed by Condition 5(m) (Consolidation, Merger and Sale of Assets); provided that “Asset Sale” shall not include: (a) sales, transfers or other dispositions of inventory or receivables (including properties under development for sale and completed properties for sale) in the ordinary course of business; (b) sales, transfers or other dispositions of assets constituting a Permitted Investment or Restricted Payment permitted to be made under Condition 5(c) (Limitation on Restricted Payments); (c) sales, transfers or other dispositions of assets with a Fair Market Value not in excess of S$10.0 million (or the Singapore Dollar Equivalent thereof) in any transaction or series of related transactions; (d) any sale, transfer, assignment or other disposition of any property or equipment that has become damaged, worn out, obsolete or otherwise unsuitable for use in connection with the business of the Issuer or its Restricted Subsidiaries; (e) any transfer, assignment or other disposition deemed to occur in connection with creating or granting any Permitted Lien; (f) any sale, transfer or other disposition by the Issuer or any of its Restricted Subsidiaries, including the sale or issuance of Capital Stock by the Issuer or any of its Restricted Subsidiaries, to the Issuer or to any of the Issuer’s Subsidiaries; (g) the issuance of Capital Stock of mmConnect pursuant to the exercise of conversion rights of holders of the Existing Convertible Securities; or (h) the issuance of Capital Stock of the Issuer or any Restricted Subsidiary pursuant to the exercise of conversion rights of holders of Permitted Subordinated Indebtedness, where such Permitted Subordinated Indebtedness is expressed by its terms to be convertible or exchangeable for Capital Stock of the Issuer or any Restricted Subsidiary; “Attributable Indebtedness” means, in respect of a Sale and Leaseback Transaction, at the time of determination, the present value, discounted at the interest rate borne by the Notes of the total obligations of

-43- the lessee for rental payments during the remaining term of the lease in such Sale and Leaseback Transaction, including any period for which such lease has been extended or may, at the option of the lessor, be extended; “Average Life” means, at any date of determination with respect to any Indebtedness, the quotient obtained by dividing (a) the sum of the products of (1) the number of years from such date of determination to the dates of each successive scheduled principal payment or redemption or similar payment of such Indebtedness and (2) the amount of such principal payment by (b) the sum of all such principal payments; “Board of Directors” means the board of directors elected or appointed by the shareholders of the Issuer or a Subsidiary of the Issuer, as the case may be, to manage the business of the Issuer or such relevant Subsidiary of the Issuer, as the case may be, and any committee of such board duly authorised to take the action purported to be taken by such committee; “Board Resolution” means any resolution of any Board of Directors taking an action which it is authorised to take and adopted at a meeting duly called and held at which a quorum of disinterested members (if so required) was present and acting throughout or adopted by written resolution executed by every member of such Board of Directors; “Business Day” means: (a) in relation to any sum payable in euro, a TARGET Settlement Day and a day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange markets settle payments generally in each (if any) Additional Business Centre; and (b) in relation to any sum payable in a currency other than euro, a day on which commercial banks and foreign exchange markets settle payments generally, in the Principal Financial Centre of the relevant currency and in each (if any) Additional Business Centre; “Business Day Convention”, in relation to any particular date, has the meaning given in the relevant Pricing Supplement and, if so specified in the relevant Pricing Supplement, may have different meanings in relation to different dates and, in this context, the following expressions shall have the following meanings: (a) “Following Business Day Convention” means that the relevant date shall be postponed to the first following day that is a Business Day; (b) “Modified Following Business Day Convention”or“Modified Business Day Convention” means that the relevant date shall be postponed to the first following day that is a Business Day unless that day falls in the next calendar month in which case that date will be the first preceding day that is a Business Day; (c) “Preceding Business Day Convention” means that the relevant date shall be brought forward to the first preceding day that is a Business Day; (d) “FRN Convention”, “Floating Rate Convention”or“Eurodollar Convention” means that each relevant date shall be the date which numerically corresponds to the preceding such date in the calendar month which is the number of months specified in the relevant Pricing Supplement as the Specified Period after the calendar month in which the preceding such date occurred provided, however, that: (i) if there is no such numerically corresponding day in the calendar month in which any such date should occur, then such date will be the last day which is a Business Day in that calendar month; (ii) if any such date would otherwise fall on a day which is not a Business Day, then such date will be the first following day which is a Business Day unless that day falls in the next calendar month, in which case it will be the first preceding day which is a Business Day; and (iii) if the preceding such date occurred on the last day in a calendar month which was a Business Day, then all subsequent such dates will be the last day which is a Business Day in the calendar month which is the specified number of months after the calendar month in which the preceding such date occurred; and (e) “No Adjustment” means that the relevant date shall not be adjusted in accordance with any Business Day Convention; “Calculation Agent” means the calculation agent appointed by the Issuer in respect of a Series of Notes pursuant to the terms of the Agency Agreement or such Person specified in the relevant Pricing Supplement as the party responsible for calculating the Rate(s) of Interest and Interest Amount(s) and/or such other amount(s) as may be specified in the relevant Pricing Supplement;

-44- “Calculation Amount” has the meaning given in the relevant Pricing Supplement; “Capitalised Lease” means, with respect to any Person, any lease of any property (whether real, personal or mixed) which, in conformity with SFRS, is required to be capitalised on the balance sheet of such Person. For the purpose of Condition 5(h) (Limitation on Liens), a Capitalised Lease will be deemed to be secured by a Lien on the property being leased; “Capitalised Lease Obligations” means the capitalised amount of any rental obligations under a Capitalised Lease in accordance with SFRS, and the Stated Maturity thereof will be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of penalty; “Capital Stock” means, with respect to any Person, any and all shares, interests, participations, rights to purchase, warrants, options or other equivalents (however designated, whether voting or non-voting) in equity of such Person, whether outstanding on the original Issue Date or issued thereafter, including, without limitation, all common stock, ordinary stock and preferred stock, but excluding perpetual capital securities, subordinated capital securities or other similar instruments that are classified as equity under SFRS; “Certification Date” means a date no more than five business days before the date of the certificate to be delivered in accordance with Condition 6(l)(ii); “CDP” means The Central Depository (Pte) Limited; “Change of Control” means the occurrence of one or more of the following events: (a) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Issuer and its Subsidiaries taken as a whole to any Person; or (b) the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that: (i) the Permitted Holders cease to own, collectively, directly or indirectly, at least 20% of the Voting Stock of the Issuer (measured by voting power rather than number of shares); (ii) individuals who on the Original Issue Date constituted the Board of Directors of the Issuer (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Issuer was approved by a vote of a majority of the directors of the Issuer then still in office who were either directors on the Original Issue Date or whose election or nomination for election was previously so approved or who were elected with the consent of the Permitted Holders) cease for any reason to constitute a majority of the Board of Directors of the Issuer then in office, provided that no retirement or disqualification of a director by reason of the operation of law or the application of listing or corporate governance rules shall be taken into account in determining the majority of the Board of Directors for this purpose; or (iii) any Person, other than the Permitted Holders, becomes the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of the Issuer; “Coupon Sheet” means, in respect of a Note, a coupon sheet relating to the Note; “Commodity Hedging Agreement” means any spot, forward or option commodity price protection agreements or other similar agreement or arrangement designed to protect against fluctuations in commodity prices; “Consolidated EBITDA” means, for any period, Consolidated Net Income for such period plus, to the extent such amount was deducted in calculating such Consolidated Net Income: (a) Consolidated Interest Expense; (b) income taxes (other than income taxes attributable to extraordinary and non-recurring gains or sales of assets); and (c) depreciation expense, amortisation expense and all other non-cash items reducing Consolidated Net Income (other than non-cash items in a period which reflect cash expenses paid or to be paid in another period), less all non-cash items increasing Consolidated Net Income, all as determined on a consolidated basis for the Issuer and its Restricted Subsidiaries in conformity with SFRS.

-45- “Consolidated Fixed Charges” means, for any period, the sum (without duplication) of (a) Consolidated Interest Expense for such period and (b) all cash and non-cash dividends accrued or accumulated during such period on any Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary held by Persons other than the Issuer or any Wholly-Owned Restricted Subsidiary; “Consolidated Interest Expense” means, for any period, the amount that would be included in gross interest expense on a consolidated statement of profit or loss and other comprehensive income prepared in accordance with SFRS for such period of the Issuer and its Restricted Subsidiaries, plus, to the extent not included in such gross interest expense, and to the extent incurred or paid during such period by the Issuer and its Restricted Subsidiaries, without duplication: (a) interest expense attributable to Capitalised Lease Obligations; (b) amortisation of debt issuance costs and original issue discount expense and non-cash interest expense in respect of any Indebtedness; (c) the interest portion of any deferred payment obligation; (d) all commissions, discounts and other fees and charges with respect to letters of credit or similar instruments issued for financing purposes or in respect of any Indebtedness; (e) the net costs associated with Hedging Obligations (including the amortisation of fees); (f) interest accruing on Indebtedness of any other Person that is guaranteed by, or secured on the assets of, the Issuer or any Restricted Subsidiary; (g) any capitalised interest; (h) interest Incurred in connection with investments in discontinued operations; and (i) cash contributions to an employee stock ownership plan or similar trust, which are used to pay interest on Indebtedness Incurred by such plan or trust, provided that interest expense attributable to interest on any Indebtedness bearing a floating interest rate will be computed on a pro forma basis as if the rate in effect on the date of determination had been the applicable rate for the entire relevant period; “Consolidated Net Debt” means, as of any Transaction Date, measured on a consolidated basis in accordance with SFRS: (a) the aggregate amount of all obligations of the Issuer and its Restricted Subsidiaries for or in respect of Indebtedness; less (b) freely available cash and cash equivalents held by the Issuer or any of its Restricted Subsidiaries (other than cash or cash equivalents that are received by the Issuer or its Restricted Subsidiaries upon the incurrence of Indebtedness on the Transaction Date). “Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate net income (or loss) of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in conformity with SFRS; provided that the following items shall be excluded in computing Consolidated Net Income (without duplication): (a) the net income of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting except to the extent of the amount of dividends or similar distributions actually paid in cash to the Issuer or a Restricted Subsidiary of the Issuer during such period (subject to the limitation in clause (c) below in the case of distributions paid to a Restricted Subsidiary); provided that the Issuer’s equity in a net loss of such person shall be included, to the extent funded by the Issuer or a Restricted Subsidiary; (b) the net income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary or is merged into or consolidated with the Issuer or any Restricted Subsidiary or all or substantially all of the property and assets of such Person are acquired by the Issuer or any Restricted Subsidiary provided that such transaction was accounted for in a manner similar to the pooling of interests; (c) the net income of any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of such net income is not at the time permitted by the operation of the terms of its charter, articles of association or other similar constitutive documents, or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Restricted Subsidiary; provided that the Issuer’s equity in a net loss of such person shall be included;

-46- (d) the cumulative effect of a change in accounting principles; (e) any net after-tax gains realised on the sale or other disposition of (1) any property or assets of the Issuer or any Restricted Subsidiary which is not sold in the ordinary course of its business or (2) any Capital Stock of any Person (including any gains by the Issuer realised on sales of Capital Stock of the Issuer or any Restricted Subsidiary); (f) any non-cash unrealised gains and losses due solely to fluctuations in currency values and related tax effects; and (g) any net after-tax extraordinary or non-recurring gains; “Consolidated Net Worth” means, at any date of determination, the total equity as set forth on the most recently available quarterly or annual consolidated financial statements (available pursuant to Condition 5(l) (Provision of Financial Statements and Reports)) of the Issuer prepared in accordance with SFRS (which the Issuer shall use its reasonable best efforts to compile in a timely manner), plus, to the extent not included, the par or stated value of any Preferred Stock of the Issuer, less any amounts attributable to Disqualified Stock or any equity security convertible into or exchangeable for Indebtedness, any accumulated deficit, the cost of treasury stock and the principal amount of any promissory notes receivable from the sale of the Capital Stock of the Issuer or any Restricted Subsidiary, each item to be determined in conformity with SFRS; “Consolidated Total Assets” means, as of any Transaction Date, the total consolidated assets of the Issuer and its Restricted Subsidiaries, measured on a consolidated basis in accordance with SFRS; “Credit Facilities” means, with respect to the Issuer or any of its Restricted Subsidiaries, one or more debt facilities or other financing arrangements providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any credit facilities that replace, refund or refinance any part of the loans, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility that increases the amount permitted to be borrowed thereunder (provided that such increase in borrowings is permitted under Condition 5(b)(i)), alters the maturity thereof or adds Restricted Subsidiaries as additional borrowers or guarantors and whether by the same or any other agent, lender or group of lenders; “Currency Agreement” means any foreign exchange forward contract, currency swap agreement or other similar agreement or arrangement designed to protect against fluctuations in foreign exchange rates; “Day Count Fraction” means, in respect of the calculation of an amount for any period of time (the “Calculation Period”), such day count fraction as may be specified in these Conditions or the relevant Pricing Supplement and: (a) if “Actual/Actual (ICMA)” is so specified, means: (i) where the Calculation Period is equal to or shorter than the Regular Period during which it falls, the actual number of days in the Calculation Period divided by the product of (1) the actual number of days in such Regular Period and (2) the number of Regular Periods in any year; and (ii) where the Calculation Period is longer than one Regular Period, the sum of: (A) the actual number of days in such Calculation Period falling in the Regular Period in which it begins divided by the product of (1) the actual number of days in such Regular Period and (2) the number of Regular Periods in any year; and (B) the actual number of days in such Calculation Period falling in the next Regular Period divided by the product of (1) the actual number of days in such Regular Period and (2) the number of Regular Periods in any year; (b) if “Actual/Actual (ISDA)” is so specified, means the actual number of days in the Calculation Period divided by 365 (or, if any portion of the Calculation Period falls in a leap year, the sum of (A) the actual number of days in that portion of the Calculation Period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the Calculation Period falling in a non-leap year divided by 365); (c) if “Actual/365 (Fixed)” is so specified, means the actual number of days in the Calculation Period divided by 365;

-47- (d) if “Actual/360” is so specified, means the actual number of days in the Calculation Period divided by 360; (e) if “30/360” is so specified, means the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows [360 × (Y -Y )] + [30 × (M -M)] + (D -D) Day Count Fraction = 2 1 2 1 2 1 360 where: “Y1” is the year, expressed as a number, in which the first day of the Calculation Period falls; “Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls; “M1” is the calendar month, expressed as a number, in which the first day of the Calculation Period falls; “M2” is the calendar month, expressed as number, in which the day immediately following the last day included in the Calculation Period falls; “D1” is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in which case D1 will be 30; and “D2” is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30; (f) if “30E/360”or“Eurobond Basis” is so specified, means the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows: [360 × (Y -Y )] + [30 × (M -M)] + (D -D) Day Count Fraction = 2 1 2 1 2 1 360 where: “Y1” is the year, expressed as a number, in which the first day of the Calculation Period falls; “Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls; “M1” is the calendar month, expressed as a number, in which the first day of the Calculation Period falls; “M2” is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls; “D1” is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in which case D1 will be 30; and “D2” is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31, in which case D2 will be 30; and (g) if “30E/360 (ISDA)” is so specified, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows: [360 × (Y -Y )] + [30 × (M -M)] + (D -D) Day Count Fraction = 2 1 2 1 2 1 360 where: “Y1” is the year, expressed as a number, in which the first day of the Calculation Period falls; “Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls; “M1” is the calendar month, expressed as a number, in which the first day of the Calculation Period falls; “M2” is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

-48- “D1” is the first calendar day, expressed as a number, of the Calculation Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and “D2” is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31, in which case D2 will be 30, provided, however, that in each such case the number of days in the Calculation Period is calculated from and including the first day of the Calculation Period to but excluding the last day of the Calculation Period; “Default” means any event that is, or after notice or passage of time or both would be, an Event of Default; “Disqualified Stock” means any class or series of Capital Stock of any Person that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or otherwise is: (a) required to be redeemed prior to the Stated Maturity of the Notes; (b) redeemable at the option of the holder of such class or series of Capital Stock at any time prior to the Stated Maturity of the Notes; or (c) convertible into or exchangeable for Capital Stock referred to in (a) or (b) above or Indebtedness having a scheduled maturity prior to the Stated Maturity of the Notes; provided that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to repurchase or redeem such Capital Stock upon the occurrence of an “Asset Sale”, or “Change of Control” occurring prior to the Stated Maturity of the Notes shall not constitute Disqualified Stock if the “Asset Sale”or“Change of Control” provisions applicable to such Capital Stock are no more favourable to the holders of such Capital Stock than the provisions contained in Condition 5(j) (Limitation on Asset Sales) and Condition 10(f) (Redemption for Change of Control) and such Capital Stock specifically provides that such Person will not repurchase or redeem any such stock pursuant to such provision prior to the Issuer’s repurchase of the Notes as are required to be repurchased pursuant to Condition 5(j) (Limitation on Asset Sales) and Condition 10(f) (Redemption for Change of Control); “Early Redemption Amount (Change of Control)” means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, the relevant Pricing Supplement; “Early Redemption Amount (Excess Proceeds)” means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, the relevant Pricing Supplement; “Early Redemption Amount (Tax)” means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, the relevant Pricing Supplement; “Early Termination Amount” means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, these Conditions or the relevant Pricing Supplement; “Event of Default” has the meaning given in Condition 14 (Events of Default); “Existing Convertible Securities” means the convertible bonds and convertible notes in an aggregate principal amount of S$47.85 million issued by mmConnect on 7 February 2018; “Extraordinary Resolution” has the meaning given in the Trust Deed; “Equity Clawback Option Date” has the meaning given in the relevant Pricing Supplement; “Fair Market Value” means the price that would be paid in an arm’s-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy, as determined in good faith by the Board of Directors, whose determination shall be conclusive if evidenced by a Board Resolution; “Final Redemption Amount” means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, the relevant Pricing Supplement; “First Interest Payment Date” means the date specified in the relevant Pricing Supplement; “Fitch” mean Fitch Ratings, Inc. and its affiliates; “Fixed Charge Coverage Ratio” means, on any Transaction Date, the ratio of:

-49- (a) the aggregate amount of Consolidated EBITDA for the then most recent four quarterly periods prior to such Transaction Date for which consolidated financial statements of the Issuer (which the Issuer shall use its reasonable best efforts to compile in a timely manner) are available pursuant to Condition 5(l) (Provision of Financial Statements and Reports) (the “Four Quarterly Period”), to (b) the aggregate Consolidated Fixed Charges during such Four Quarterly Period. In making the foregoing calculation: (1) pro forma effect shall be given to any Indebtedness or Preferred Stock that is Incurred, or that is repaid or redeemed during the period (the “Reference Period”) commencing on and including the first day of the Four Quarterly Period and ending on and including the Transaction Date (other than Indebtedness Incurred or repaid under a revolving credit or similar arrangement (or under any predecessor revolving credit or similar arrangement) in effect on the last day of such Four Quarterly Period), in each case as if such Indebtedness or Preferred Stock had been Incurred, repaid or redeemed on the first day of such Reference Period; provided that, in the event of any such repayment or redemption, Consolidated EBITDA for such Four Quarterly Period shall not include any interest income actually earned during such Four Quarterly Period in respect of the funds used to repay or redeem such Indebtedness or Preferred Stock; (2) Consolidated Interest Expense attributable to interest on any Indebtedness (whether existing or being Incurred) computed on a pro forma basis and bearing a floating interest rate shall be computed as if the rate in effect on the Transaction Date (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months or, if shorter, at least equal to the remaining term of such Indebtedness) had been the applicable rate for the entire period; (3) pro forma effect shall be given to Asset Sales and Asset Acquisitions and Investments (including giving pro forma effect to the application of proceeds of any Asset Disposition) that occur during such Reference Period as if they had occurred and such proceeds had been applied on the first day of such Reference Period; and (4) pro forma effect shall be given to asset dispositions and asset acquisitions and investments (including giving pro forma effect to the application of proceeds of any asset disposition) that have been made by any Person that has become a Restricted Subsidiary or has been merged with or into the Issuer or any Restricted Subsidiary during such Reference Period and that would have constituted Asset Sales or Asset Acquisitions or Investments had such transactions occurred when such Person was a Restricted Subsidiary as if such asset dispositions or asset acquisitions were Asset Dispositions or Asset Acquisitions that occurred on the first day of such Reference Period; provided that to the extent that paragraphs (3) or (4) above requires that pro forma effect be given to an Asset Acquisition or Asset Sales (or asset acquisition or asset disposition), such pro forma calculation shall be based upon the four full quarterly periods immediately preceding the Transaction Date of the Person, or division or line of business of the Person, that is acquired or disposed for which financial information is available; “Fixed Coupon Amount” has the meaning given in the relevant Pricing Supplement; “Further Notes” has the meaning given in Condition 20 (Further Notes); “Group” means the Issuer and its Subsidiaries from time to time taken as a whole; “Guarantee” means, any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person: (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise); or (b) entered into for purposes of assuring in any other manner the obligee of such Indebtedness or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided that the term “guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “guarantee” used as a verb has a corresponding meaning;

-50- “Hedging Obligation” of any Person means the obligations of such Person pursuant to any Currency Agreement, Interest Rate Agreement or Commodity Hedging Agreement; “Holder”, in the case of Bearer Notes, has the meaning given in Condition 3(b) (Form, Denomination, Title and Transfer—Title to Bearer Notes) and, in the case of Registered Notes, has the meaning given in Condition 3(d) (Form, Denomination, Title and Transfer—Title to Registered Notes); “Incur” means, with respect to any Indebtedness or Capital Stock, to incur, create, issue, assume, guarantee or otherwise become liable for or with respect to, or become responsible for, the payment of, contingently or otherwise, such Indebtedness or Capital Stock; provided that (1) any Indebtedness and Capital Stock of a Person existing at the time such Person becomes a Subsidiary will be deemed to be Incurred by such Subsidiary at the time it becomes a Subsidiary and (2) the accretion of original issue discount shall not be considered an Incurrence of Indebtedness. The terms “Incurrence”, “Incurred” and “Incurring” have corresponding meanings; “Indebtedness” means, with respect to any Person at any date of determination, (without duplication): (a) all indebtedness of such Person for borrowed money; (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments as recognised under SFRS; (c) all obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments or credit transaction (including any premium to the extent such premium has become due and payable); (d) all obligations of such Person to pay the deferred and unpaid purchase price of property or services, except Trade Payables; (e) all Capitalised Lease Obligations and Attributable Indebtedness; (f) all indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided that the amount of such Indebtedness shall be the lesser of (i) the Fair Market Value of such asset at such date of determination and (ii) the amount of such Indebtedness; (g) all indebtedness of other Persons Guaranteed by such Person to the extent such Indebtedness is Guaranteed by such Person; (h) to the extent not otherwise included in this definition, Hedging Obligations; and (i) all Disqualified Stock issued by such Person valued at the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price plus accrued dividends. For the purposes of this definition, “Indebtedness” includes all obligations in respect of such Indebtedness. “Initial Public Offering” means the initial public offering of the shares of a company; “Interest Amount” means, in relation to a Note and an Interest Period, the amount of interest payable in respect of that Note for that Interest Period; “Interest Commencement Date” means the Issue Date of the Notes or such other date as may be specified as the Interest Commencement Date in the relevant Pricing Supplement; “Interest Determination Date” has the meaning given in the relevant Pricing Supplement; “Interest Payment Date” means the First Interest Payment Date and any other date or dates specified as such in, or determined in accordance with the provisions of, the relevant Pricing Supplement and, if a Business Day Convention is specified in the relevant Pricing Supplement: (a) as the same may be adjusted in accordance with the relevant Business Day Convention; or (b) if the Business Day Convention is the FRN Convention, Floating Rate Convention or Eurodollar Convention and an interval of a number of calendar months is specified in the relevant Pricing Supplement as being the Specified Period, each of such dates as may occur in accordance with the FRN Convention, Floating Rate Convention or Eurodollar Convention at such Specified Period of calendar months following the Interest Commencement Date (in the case of the first Interest Payment Date) or the previous Interest Payment Date (in any other case); “Interest Period” means each period beginning on (and including) the Interest Commencement Date or any Interest Payment Date and ending on (but excluding) the next Interest Payment Date;

-51- “Interest Rate Agreement” means any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement, option or future contract or other similar agreement or arrangement designed to protect against fluctuations in interest rates; “Investment” means: (a) any direct or indirect advance, loan or other extension of credit to another Person; (b) any capital contribution to another Person (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others); (c) any purchase or acquisition of Capital Stock, Indebtedness, bonds, notes, debentures or other similar instruments or securities issued by another Person; or (d) any guarantee of any obligation of another Person. For the purposes of the provisions of Condition 5(c) (Limitation on Restricted Payments) and Condition 5(o) (Designation of Restricted and Unrestricted Subsidiaries): (1) the Issuer will be deemed to have made an investment in an Unrestricted Subsidiary in an amount equal to the Fair Market Value of the assets (net of liabilities owed to any Person other than the Issuer or a Restricted Subsidiary and that are not guaranteed by the Issuer or a Restricted Subsidiary) of such Unrestricted Subsidiary at the time of such investment, and (2) any property transferred to or from any Person shall be valued at its Fair Market Value at the time of such transfer, as determined in good faith by the Board of Directors. The acquisition by the Issuer or a Restricted Subsidiary of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Issuer or such Restricted Subsidiary in such third Person; “Investment Grade” means a rating of “AAA,” “AA,” “A” or “BBB,” as modified by a “+” or “–” indication, or an equivalent rating representing one of the four highest rating categories, by S&P or Fitch or any of their respective successors or assigns, or a rating of “Aaa,” “Aa,” “A” or “Baa,” as modified by a “1,” “2” or “3” indication, or an equivalent rating representing one of the four highest rating categories, by Moody’s or any of its successors or assigns, or a rating of “AAA,” “AA,” “A” or “BBB,” as modified by a “+” or “-” indication, or an equivalent rating representing one of the four highest rating categories or the equivalent ratings of any internationally recognised rating agency or agencies, as the case may be, which shall have been designated by the Issuer as having been substituted for S&P, Moody’s or Fitch or two or three of them, as the case may be; “ISDA Definitions” means the 2006 ISDA Definitions (as amended and updated as at the date of issue of the first Tranche of the Notes of the relevant Series (as specified in the relevant Pricing Supplement) as published by the International Swaps and Derivatives Association, Inc.) unless otherwise specified in the relevant Pricing Supplement; “Issue Date” has the meaning given in the relevant Pricing Supplement; “Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof or any agreement to create any mortgage, pledge, security interest, lien, charge, easement or encumbrance of any kind); “Malaysian Subsidiaries” means any Subsidiary of the Issuer that is incorporated under the laws of Malaysia from time to time; “Margin” has the meaning given in the relevant Pricing Supplement; “Maturity Date” has the meaning given in the relevant Pricing Supplement; “Maximum Redemption Amount” has the meaning given in the relevant Pricing Supplement; “Minimum Redemption Amount” has the meaning given in the relevant Pricing Supplement; “mm Connect” means mm Connect Pte. Ltd., a company incorporated with limited liability in Singapore with UEN/company registration number 201717956C; “Moody’s” means Moody’s Investor Service, Inc. and its affiliates;

-52- “Net Cash Proceeds” means with respect to any Asset Sale or any issuance or sale of Capital Stock, the proceeds of such Asset Sale or issuance or sale of Capital Stock, as the case may be, in the form of cash or Temporary Cash Investments, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not interest, component thereof) when received in the form of cash or Temporary Cash Investments and proceeds from the conversion of other property received when converted to cash or Temporary Cash Investments, net of: (a) brokerage commissions and other fees and expenses (including fees and expenses of counsel and investment bankers) related to such Asset Sale; (b) provisions for all taxes (whether or not such taxes will actually be paid or are payable) as a result of such Asset Sale without regard to the consolidated results of operations of the Issuer and its Restricted Subsidiaries, taken as a whole; (c) payments made to repay Indebtedness or any other obligation outstanding at the time of such Asset Sale that either (A) is secured by a Lien on the property or assets sold or (B) is required to be paid as a result of such sale; (d) appropriate amounts to be provided by the Issuer or any Restricted Subsidiary as a reserve against any liabilities associated with such Asset Sale, including, without limitation, pension and other post- employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as determined in conformity with SFRS; (e) all distributions and other payments required to be made to minority interest holders; and (f) any portion of the purchase price placed in escrow (until the termination of such escrow and up to the amount of funds released from such escrow); “Net Leverage Ratio” means, on any Transaction Date, the ratio of: (a) the aggregate Consolidated Net Debt for the Four Quarterly Period; to (b) the aggregate amount of Consolidated EBITDA for such Four Quarterly Period. In making the foregoing calculation: (1) pro forma effect shall be given to any Indebtedness or Preferred Stock that is Incurred, or that is repaid or redeemed during the Reference Period (other than Indebtedness Incurred or repaid under a revolving credit or similar arrangement (or under any predecessor revolving credit or similar arrangement) in effect on the last day of such Four Quarterly Period), in each case as if such Indebtedness or Preferred Stock had been Incurred, repaid or redeemed on the first day of such Reference Period; provided that, in the event of any such repayment or redemption, Consolidated EBITDA for such Four Quarterly Period shall not include any interest income actually earned during such Four Quarterly Period in respect of the funds used to repay or redeem such Indebtedness or Preferred Stock; (2) Consolidated Interest Expense attributable to interest on any Indebtedness (whether existing or being Incurred) computed on a pro forma basis and bearing a floating interest rate shall be computed as if the rate in effect on the Transaction Date (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months or, if shorter, at least equal to the remaining term of such Indebtedness) had been the applicable rate for the entire period; (3) pro forma effect shall be given to Asset Sales and Asset Acquisitions and Investments (including giving pro forma effect to the application of proceeds of any Asset Disposition) that occur during such Reference Period as if they had occurred and such proceeds had been applied on the first day of such Reference Period; and (4) pro forma effect shall be given to asset dispositions and asset acquisitions and investments (including giving pro forma effect to the application of proceeds of any asset disposition) that have been made by any Person that has become a Restricted Subsidiary or has been merged with or into the Issuer or any Restricted Subsidiary during such Reference Period and that would have constituted Asset Sales or Asset Acquisitions or Investments had such transactions occurred when such Person was a Restricted Subsidiary as if such asset dispositions or asset acquisitions were Asset Dispositions or Asset Acquisitions that occurred on the first day of such Reference Period; provided that to the extent that paragraphs (3) or (4) above requires that pro forma effect be given to an Asset Acquisition or Asset Sales (or asset acquisition or asset disposition), such pro forma calculation shall

-53- be based upon the four full quarterly periods immediately preceding the Transaction Date of the Person, or division or line of business of the Person, that is acquired or disposed for which financial information is available; “Noteholder”, in the case of Bearer Notes, has the meaning given in Condition 3(b) (Form, Denomination, Title and Transfer—Title to Bearer Notes) and, in the case of Registered Notes, has the meaning given in Condition 3(d) (Form, Denomination, Title and Transfer—Title to Registered Notes); “Offering Circular” means the offering circular dated 10 March 2018 relating to the issue of the Notes; “Officer” means the Chief Executive Officer and the Chief Financial Officer or any managing director of the Issuer or in the case of a Subsidiary Guarantor, one of the directors or executive officers of such Subsidiary Guarantor; “Officers’ Certificate” means a certificate signed by two Officers; “Opinion of Counsel” means a written opinion from reputable legal counsel. The counsel may be an employee of or counsel to the Issuer, the Subsidiary Guarantors or the Trustee. Each such Opinion of Counsel shall include: (a) a statement that the person making such certificate or opinion has read such covenant or condition; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with; “Optional Redemption Amount (Call)” means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, the relevant Pricing Supplement; “Optional Redemption Amount (Put)” means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, the relevant Pricing Supplement; “Optional Redemption Date (Call)” has the meaning given in the relevant Pricing Supplement; “Optional Redemption Date (Put)” has the meaning given in the relevant Pricing Supplement; “Original Issue Date” means the date the first Tranche of such Series of Notes was issued; “Payment Business Day” means: (a) if the currency of payment is euro, any day which is: (i) a day on which (a) banks in the relevant place of presentation are open for presentation and payment of bearer debt securities and for dealings in foreign currencies; and (b) a day on which commercial banks are open for general business (including dealing in foreign currencies) in the city where the Principal Paying Agent has its Specified Office; and (ii) in the case of payment by transfer to an account, (a) a TARGET Settlement Day and (b) a day on which dealings in foreign currencies may be carried on in each (if any) Additional Financial Centre; or (b) if the currency of payment is not euro, any day which is: (i) a day on which (a) banks in the relevant place of presentation are open for presentation and payment of bearer debt securities and for dealings in foreign currencies and (b) a day on which commercial banks are open for general business (including dealings in foreign currencies) in the city where the Principal Paying Agent has its Specified Office; and (ii) in the case of payment by transfer to an account, a day on which dealings in foreign currencies (including, in the case of Notes denominated in Renminbi, settlement of Renminbi payments) may be carried on in the Principal Financial Centre of the currency of payment and in each (if any) Additional Financial Centre; “Permitted Business” means any business conducted or proposed to be conducted (as described in the Offering Circular) by the Issuer and the Restricted Subsidiaries or its Associates on the Original Issue Date and other businesses reasonably related or ancillary thereto;

-54- “Permitted Holders” means Melvin Ang Wee Chye and his estate, spouse, heirs, ancestors, lineal descendants and legatees and legal representatives of the foregoing and the trustee of any bona fide trust; “Permitted Investment” means: (a) any Investment in a Restricted Subsidiary or a Person which will, upon the making of such Investment, become a Restricted Subsidiary or be merged or consolidated with or into or transfer or convey all or substantially all its assets to the Issuer or a Restricted Subsidiary; (b) Temporary Cash Investments; (c) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses in accordance with SFRS and not in excess of S$3.0 million (or the Singapore Dollar Equivalent thereof) outstanding at any time; (d) stock, obligations or securities received in satisfaction of judgments; (e) an Investment in an Unrestricted Subsidiary consisting solely of an Investment in another Unrestricted Subsidiary; (f) any Investment pursuant to a Hedging Obligation entered into in the ordinary course of business (and not for speculation) and designed solely to protect the Issuer or any Restricted Subsidiary against fluctuations in interest rates or foreign currency exchange rates; (g) receivables owing to the Issuer or any Restricted Subsidiary, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (h) any securities or other Investments received as consideration in, or retained in connection with, sales or other dispositions of property or assets, including Asset Dispositions made in compliance with the covenant described under Condition 5(j) (Limitation on Asset Sales); (i) pledges or deposits (1) with respect to leases or utilities provided to third parties in the ordinary course of business or (2) otherwise described in the definition of “Permitted Liens” or made in connection with Liens permitted under the covenant described under Condition 5(h) (Limitation on Liens); (j) advances to contractors and suppliers for the acquisition of assets, consumables or services in the ordinary course of business that are recorded as deposits or prepaid expenses on the Issuer’s most recent consolidated balance sheet; (k) deposits made in order to secure the performance of the Issuer or any of its Restricted Subsidiaries and prepayments made in connection with the direct or indirect acquisition of film rights, film intangibles and film inventories by the Issuer or any of its Restricted Subsidiaries, in each case in the ordinary course of business; (l) Investments in securities of trade creditors or customers received pursuant to any plan of reorganisation or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers; (m) any guarantee of Indebtedness permitted under Condition 5(b) (Limitation of Indebtedness and Issuance of Preferred Stock and Disqualified Stock); (n) any redemption or repurchase of the Notes; (o) Investments existing, or made pursuant to legally binding commitments in existence, at the Original Issue Date and any Investment that amends, extends, renews, replaces or refinances an Investment existing on such date, provided that (1) the amount of such new Investment does not exceed the amount of the Investment so amended, extended, renewed, replaced or refinanced, and (2) such new Investment is on terms and conditions no less favourable to the Issuer or the applicable Restricted Subsidiary than the Investment being amended, extended, renewed, replaced or refinanced; or (p) Investments in Persons engaged in a Permitted Business in an aggregate amount which, when taken together with the amounts of all other Investments pursuant to this paragraph (q), will not exceed S$10 million (or the Singapore Dollar Equivalent thereof); “Permitted Liens” means: (a) Liens for taxes, assessments, governmental charges or claims that are being contested in good faith by appropriate legal or administrative proceedings promptly instituted and diligently conducted and for which a reserve or other appropriate provision, if any, as shall be required in conformity with SFRS shall have been made;

-55- (b) statutory and common law Liens of landlords and carriers, warehousemen, mechanics, suppliers, repairmen or other similar Liens arising in the ordinary course of business and with respect to amounts not yet delinquent or being contested in good faith by appropriate legal or administrative proceedings promptly instituted and diligently conducted and for which a reserve or other appropriate provision, if any, as shall be required in conformity with SFRS shall have been made; (c) Liens incurred or deposits made to secure the performance of tenders, bids, leases, statutory or regulatory obligations, bankers’ acceptances, surety and appeal bonds, government contracts, performance and return-of-money bonds and other obligations of a similar nature incurred in the ordinary course of business (exclusive of obligations for the payment of borrowed money); (d) other Liens securing obligations in an aggregate amount not exceeding S$10.0 million (or the Singapore Dollar Equivalent thereof); (e) Licences, leases or subleases granted to others that do not materially interfere with the ordinary course of business of the Issuer and its Restricted Subsidiaries, taken as a whole; (f) Liens on property of, or on shares of Capital Stock or Indebtedness of, any Person existing at the time such Person becomes, or becomes a part of, any Restricted Subsidiary; provided that such Liens do not extend to or cover any property or assets of the Issuer or any Restricted Subsidiary other than the property or assets acquired; provided further that such Liens were not created in contemplation of or in connection with the transactions or series of transactions pursuant to which such Person became a Restricted Subsidiary; (g) Liens in favour of the Issuer or any Restricted Subsidiary; (h) Liens arising from attachment or the rendering of a final judgment or order against the Issuer or any Restricted Subsidiary that does not give rise to an Event of Default; (i) (1) Liens securing reimbursement obligations with respect to letters of credit that encumber documents and other property relating to such letters of credit and the products and proceeds thereof, or (2) Liens in favour of any bank having a right of set-off, revocation, refund or chargeback with respect to money or instruments of the Issuer or any Restricted Subsidiary on deposit with or in possession of such bank; (j) Liens existing on the Original Issue Date; (k) Liens securing Indebtedness which is Incurred to refinance the Notes in whole (and not in part); (l) Liens securing Indebtedness (1) which is permitted to be Incurred under Condition 5(b)(ii)(D), or (2) to refinance secured Indebtedness which is permitted to be Incurred under Condition 5(b)(ii)(D) and Condition 5(b)(ii)(G); provided that such Liens do not extend to or cover any property or assets of the Issuer or any Restricted Subsidiary other than the property or assets securing the Indebtedness being refinanced; (m) Liens on assets securing Indebtedness which is permitted to be Incurred under Conditions 5(b)(ii)(E), 5(b)(ii)(F) and 5(b)(ii)(J); (n) Liens securing Indebtedness Incurred in connection with a Sale and Leaseback Transaction under Condition 5(i) (Limitation on Sale and Leaseback Transactions); (o) Liens on the Capital Stock of any Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary that is non-recourse to the Issuer and all Restricted Subsidiaries (other than with respect to such Capital Stock); and (p) Liens securing Indebtedness under Hedging Obligations entered into in the ordinary course of business and designed solely to protect the Issuer or any Restricted Subsidiary from fluctuations in interest rates or currencies or commodities and not for speculation; “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organisation, limited liability company, government or any agency or political subdivision thereof or any other entity; “Potential Event of Default” means an event or circumstance which could, with the giving of notice, lapse of time, the issuing of a certificate and/or fulfilment of any other requirement provided for in Condition 14 (Events of Default), become an Event of Default; “Preferred Stock” as applied to the Capital Stock of any Person means Capital Stock of any class or classes that by its term is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over any other class of Capital Stock of such Person;

-56- “Permitted Subordinated Indebtedness” means Indebtedness of the Issuer or any Restricted Subsidiary that: (a) is contractually subordinated in right of payment (by the terms of any documents or instruments relating thereto) to the Notes; (b) is expressed to be payable on a date falling after the Maturity Date, provided that any conversion or exchange of such Indebtedness for or into Capital Stock of the Issuer or any of its Subsidiaries prior to the Maturity Date shall be deemed not be a repayment of such Indebtedness; and (c) does not have the benefit of any Security Interest; “Principal Financial Centre” means, in relation to any currency, Singapore and the principal financial centre for that currency provided, however, that: (a) in relation to euro, it means the principal financial centre of such Member State of the European Communities as is selected (in the case of a payment) by the payee or (in the case of a calculation) by the Calculation Agent; and (b) in relation to New Zealand dollars, it means either Wellington or Auckland, in each case as is selected (in the case of a payment) by the payee or (in the case of a calculation) by the Calculation Agent; “Put Option Notice” means a notice which must be delivered to a Paying Agent by any Noteholder wanting to exercise a right to redeem a Note at the option of the Noteholder; “Put Option Receipt” means a receipt issued by a Paying Agent to a depositing Noteholder upon deposit of a Note with such Paying Agent by any Noteholder wanting to exercise a right to redeem a Note at the option of the Noteholder; “Rate of Interest” means the rate or rates (expressed as a percentage per annum) of interest payable in respect of the Notes specified in the relevant Pricing Supplement or calculated or determined in accordance with the provisions of these Conditions and/or the relevant Pricing Supplement; “Rating Agencies” means S&P, Moody’s and Fitch; “Rating Category” means (a) with respect to S&P or Fitch, any of the following categories: “BB,” “B,” “CCC,” “CC,” “C” and “D” (or equivalent successor categories); (b) with respect to Moody’s, any of the following categories: “Ba,” “B,” “Caa,” “Ca,” “C” and “D” (or equivalent successor categories); and (c) the equivalent of any such category of S&P, Moody’s or Fitch used by another internationally recognised rating agency or agencies. In determining whether the rating of the Notes has decreased by one or more gradations, gradations within Rating Categories (“+” and “–” for S&P and Fitch; “1,” “2” and “3” for Moody’s; or the equivalent gradations for another Rating Agency) will be taken into account (e.g., with respect to S&P, a decline in a rating from “BB+” to “BB,” as well as from “BB-” to “B+,” will constitute a decrease of one gradation); “Rating Date” means in connection with actions contemplated under Condition 5(m) (Consolidation, Merger and Sale of Assets), that date which is 90 days prior to the earlier of (a) the occurrence of any such actions as set forth therein and (b) a public notice of the occurrence of any such actions; “Rating Decline” means in connection with actions contemplated under Condition 5(m) (Consolidation, Merger and Sale of Assets), the notification by any of the Rating Agencies that such proposed actions will result in any of the following events: (a) in the event the Notes are rated by both S&P and Moody’s on the Rating Date as Investment Grade, the rating of the Notes by either Rating Agency shall be below Investment Grade; (b) in the event the Notes are rated by either, but not both, of the Rating Agencies on the Rating Date as Investment Grade, the rating of the Notes by such Rating Agency shall be below Investment Grade; or (c) in the event the Notes are rated below Investment Grade by both Rating Agencies on the Rating Date, the rating of the Notes by either Rating Agency shall be decreased by one or more gradations (including gradations within Rating Categories as well as between Rating Categories); “Redemption Amount” means, as appropriate, the Final Redemption Amount, the Early Redemption Amount (Tax), the Early Redemption Amount (Change of Control), the Early Redemption Amount (Excess Proceeds), the Optional Redemption Amount (Call), the Optional Redemption Amount (Put), the Early Termination Amount or such other amount in the nature of a redemption amount as may be specified in, or determined in accordance with the provisions of, the relevant Pricing Supplement;

-57- “Reference Banks” has the meaning given in the relevant Pricing Supplement or, if none, four major banks selected by the Calculation Agent in the market that is most closely connected with the Reference Rate; “Reference Price” has the meaning given in the relevant Pricing Supplement; “Reference Rate” has the meaning given in the relevant Pricing Supplement; “Register” has the meaning set out in Clause 5 (Transfer of Registered Notes) of the Agency Agreement; “Regular Period” means: (a) in the case of Notes where interest is scheduled to be paid only by means of regular payments, each period from and including the Interest Commencement Date to but excluding the first Interest Payment Date and each successive period from and including one Interest Payment Date to but excluding the next Interest Payment Date; (b) in the case of Notes where, apart from the first Interest Period, interest is scheduled to be paid only by means of regular payments, each period from and including a Regular Date falling in any year to but excluding the next Regular Date, where “Regular Date” means the day and month (but not the year) on which any Interest Payment Date falls; and (c) in the case of Notes where, apart from one Interest Period other than the first Interest Period, interest is scheduled to be paid only by means of regular payments, each period from and including a Regular Date falling in any year to but excluding the next Regular Date, where “Regular Date” means the day and month (but not the year) on which any Interest Payment Date falls other than the Interest Payment Date falling at the end of the irregular Interest Period. “Relevant Date” means, in relation to any payment, whichever is the later of (a) the date on which the payment in question first becomes due and (b) if the full amount payable has not been received in the Principal Financial Centre of the currency of payment by the Principal Paying Agent or the Trustee on or prior to such due date, the date on which (the full amount having been so received) notice to that effect has been given to the Noteholders; “Relevant Financial Centre” has the meaning given in the relevant Pricing Supplement; “Relevant Indebtedness” means any Indebtedness which is in the form of or represented by any bond, note, debenture, debenture stock, loan stock, certificate or other instrument which is, or is capable of being, listed, quoted or traded on any stock exchange or in any securities market (including, without limitation, any over-the-counter market); “Relevant Period” means each period of 12 months ending on the last day of each of the Issuer’s fiscal quarter periods; “Relevant Screen Page” means the page, section or other part of a particular information service (including, without limitation, Reuters) specified as the Relevant Screen Page in the relevant Pricing Supplement, or such other page, section or other part as may replace it on that information service or such other information service, in each case, as may be nominated by the Person providing or sponsoring the information appearing there for the purpose of displaying rates or prices comparable to the Reference Rate; “Relevant Time” has the meaning given in the relevant Pricing Supplement; “Replacement Assets” means properties and assets (other than current assets) of a nature or type that will be used in a Permitted Business; “Reserved Matter” means any proposal to change any date fixed for payment of principal or interest in respect of the Notes, to reduce the amount of principal or interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to change the currency of any payment under the Notes or to change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution; “Restricted Subsidiary” mean any Subsidiary of the Issuer other than an Unrestricted Subsidiary; “S&P” means Standard & Poor’s Ratings Services and its affiliates; “Sale and Leaseback Transaction” means any direct or indirect arrangement relating to property (whether real, personal or mixed), now owned or hereafter acquired whereby the Issuer or any of its Subsidiaries transfers such property to another Person and the Issuer or any of its Subsidiaries leases it from such Person; “Senior Indebtedness” of the Issuer or any Restricted Subsidiary, as the case may be, means all Indebtedness of the Issuer or such Restricted Subsidiary, as relevant, whether outstanding on the Original

-58- Issue Date or thereafter created, except for Indebtedness which, in the instrument creating or evidencing the same, is expressly stated to be not senior in right of payment to the Notes or, in respect of any Restricted Subsidiary that is a Subsidiary Guarantor, its Guarantee of the Notes; provided that Senior Indebtedness does not include (a) any obligation to the Issuer or any Restricted Subsidiary, (b) trade payables or (c) Indebtedness Incurred in violation of the Trust Deed or these Conditions; “SFRS” means Singapore Financial Reporting Standards and Interpretations of Financial Reporting Standards issued by the Accounting Standards Council and in effect from time to time. All ratios and computations contained or referred to in these Conditions shall be computed in conformity with SFRS applied on a consistent basis; “Singapore Dollar Equivalent” means, with respect to any monetary amount in a currency other than Singapore dollars, at any time for the determination thereof, the amount of Singapore dollars obtained by converting such foreign currency involved in such computation into Singapore dollars at the base rate for the purchase of Singapore dollars with the applicable foreign currency as quoted by the Monetary Authority of Singapore (or its successor) on the date of determination; “Specified Currency” has the meaning given in the relevant Pricing Supplement; “Specified Denomination(s)” has the meaning given in the relevant Pricing Supplement; “Specified Office” has the meaning given in the Agency Agreement; “Specified Period” has the meaning given in the relevant Pricing Supplement; “Stated Maturity” means, (a) with respect to any Indebtedness, the date specified in such debt security as the fixed date on which the final instalment of principal of such Indebtedness is due and payable as set forth in the documentation governing such Indebtedness and (b) with respect to any scheduled instalment of principal of or interest on any Indebtedness, the date specified as the fixed date on which such instalment is due and payable as set forth in the documentation governing such Indebtedness; “Subordinated Indebtedness” means any Indebtedness of the Issuer or any Subsidiary Guarantor which is contractually subordinated or junior in right of payment to the Notes or any Guarantee of the Notes, as applicable, pursuant to a written agreement to such effect; “Subsidiary” has the meaning ascribed to it in the Companies Act, Chapter 50 of Singapore; “Talon” means a talon for further Coupons; “TARGET Settlement Day” means any day on which TARGET2 is open for the settlement of payments in euro; “TARGET2” means the Trans-European Automated Real-Time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007; “Temporary Cash Investment” means any of the following: (a) direct obligations of the United States of America, the Republic of Singapore and any state of the European Economic Area or any agency thereof or obligations fully and unconditionally guaranteed by the United States of America, the Republic of Singapore and any state of the European Economic Area or any agency thereof, in each case maturing within one year; (b) time deposit accounts, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company which is organised under the laws of the United States of America or any state thereof, the Republic of Singapore, any state of the European Economic Area and which bank or trust company has capital, surplus and undivided profits aggregating in excess of S$150.0 million (or the Singapore Dollar Equivalent thereof) and has outstanding debt which is rated “A” (or such similar equivalent rating) or higher by at least one nationally recognised statistical rating organisation (as defined in Rule 436 under the United States Securities Act of 1933, as amended) or any money market fund sponsored by a registered broker dealer or mutual fund distributor; (c) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in (a) above entered into with a bank or trust company meeting the qualifications described in (b) above; (d) commercial paper, maturing within 180 days of the date of acquisition thereof, issued by a corporation (other than an Affiliate of the Issuer) organised and in existence under the laws of the Republic of

-59- Singapore, any state thereof or any foreign country recognised by the Republic of Singapore with a rating at the time as of which any investment therein is made of “P-1” (or higher) according to Moody’s or “A-1” (or higher) according to S&P; (e) securities, maturing within one year of the date of acquisition thereof, issued or fully and unconditionally guaranteed by any state, commonwealth or territory of the United States of America (including any political subdivision or taxing authority thereof) or the Republic of Singapore (including any political subdivision or taxing authority thereof) and rated at least “A” by S&P or Moody’s; (f) any mutual fund that has at least 95.0% of its assets continuously invested in investments of the types described in (a) through (e) above; and (g) time deposit accounts, certificates of deposit and money market deposits maturing within 90 days of the date of acquisition thereof issued by DBS Bank Ltd., Oversea Chinese Banking Corporation Limited, United Overseas Bank Limited or any other bank organised under the laws of the Republic of Singapore whose long term debt is rated as high or higher than any of those banks; provided, however, that no more than the greater of (i) S$50.0 million (or the Singapore Dollar Equivalent thereof) and (ii) 30% of the aggregate of all Temporary Cash Investments may at any date of determination be made in any one such entity; “Trade Payables” means, with respect to any Person, any accounts payable or any other indebtedness or monetary obligation to trade creditors created, assumed or Guaranteed by such Person or any of its Subsidiaries arising in the ordinary course of business in connection with the acquisition of goods or services and payable within 90 days; “Transaction Date” means: (a) with respect to the Incurrence of any Indebtedness, the date such Indebtedness is to be Incurred; (b) with respect to the issuance of any Capital Stock, the date such Capital Stock is to be issued; and (c) with respect to any Restricted Payment, the date such Restricted Payment is to be made; “Unrestricted Subsidiary” means (a) any Subsidiary of the Issuer that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of the Issuer in the manner provided herein and (b) any Subsidiary of an Unrestricted Subsidiary; “Wholly-Owned” means, with respect to any Subsidiary of any Person, the ownership of 100.0% of the outstanding Capital Stock of such Subsidiary (other than any director’s qualifying shares) by such Person or one or more Wholly-Owned Subsidiaries of such Person; and “Zero Coupon Note” means a Note specified as such in the relevant Pricing Supplement. (b) Interpretation: In these Conditions: (i) if the Notes are Zero Coupon Notes, references to Coupons and Couponholders are not applicable; (ii) if Talons are specified in the relevant Pricing Supplement as being attached to the Notes at the time of issue, references to Coupons shall be deemed to include references to Talons; (iii) if Talons are not specified in the relevant Pricing Supplement as being attached to the Notes at the time of issue, references to Talons are not applicable; (iv) any reference to principal shall be deemed to include the Redemption Amount, any Additional Amounts (as defined below) in respect of principal which may be payable under Condition 13 (Taxation), any undertaking given in addition to or substitution for Condition 13 (Taxation) pursuant to the Trust Deed, any premium payable in respect of a Note, and any other amount in the nature of principal payable pursuant to these Conditions; (v) any reference to interest shall be deemed to include any Additional Amounts in respect of interest which may be payable under Condition 13 (Taxation), any undertaking given in addition to or substitution for Condition 13 (Taxation) pursuant to the Trust Deed, and any other amount in the nature of interest payable pursuant to these Conditions; (vi) references to Notes being “outstanding” shall be construed in accordance with the Trust Deed; (vii) if an expression is stated in Condition 2(a) (Interpretation—Definitions) to have the meaning given in the relevant Pricing Supplement, but the relevant Pricing Supplement gives no such meaning or specifies that such expression is “not applicable” then such expression is not applicable to the Notes; and

-60- (viii) any reference to the Agency Agreement or the Trust Deed shall be construed as a reference to the Agency Agreement or the Trust Deed, as the case may be, as amended and/or supplemented up to and including the Issue Date of the Notes.

3. Form, Denomination, Title and Transfer (a) Bearer Notes: Bearer Notes are in the Specified Denomination(s) with Coupons and, if specified in the relevant Pricing Supplement, Talons attached at the time of issue. In the case of a Series of Bearer Notes with more than one Specified Denomination, Bearer Notes of one Specified Denomination will not be exchangeable for Bearer Notes of another Specified Denomination. (b) Title to Bearer Notes: Title to Bearer Notes and the Coupons will pass by delivery. In the case of Bearer Notes, “Holder” means the holder of such Bearer Note and “Noteholder” and “Couponholder” shall be construed accordingly. (c) Registered Notes: Registered Notes are in the Specified Denomination(s), which may include a minimum denomination specified in the relevant Pricing Supplement and higher integral multiples of a smaller amount specified in the relevant Pricing Supplement. (d) Title to Registered Notes: The Registrar will maintain a register outside the United Kingdom in accordance with the provisions of the Agency Agreement. A certificate (each, a “Note Certificate”) will be issued to each Holder of Registered Notes in respect of its registered holding. Each Note Certificate will be numbered serially with an identifying number which will be recorded in the Register. In the case of Registered Notes, “Holder” means the person in whose name such Registered Note is for the time being registered in the Register (or, in the case of a joint holding, the first named thereof) and “Noteholder” shall be construed accordingly. (e) Ownership: The Holder of any Note or Coupon shall (except as otherwise required by law) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any other interest therein, any writing thereon or, in the case of Registered Notes, on the Note Certificate relating thereto (other than the endorsed form of transfer) or any notice of any previous loss or theft thereof) and no Person shall be liable for so treating such Holder. No person shall have any right to enforce any term or condition of any Note or the Trust Deed under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore. (f) Transfers of Registered Notes: Subject to paragraphs (i) (Closed periods) and (j) (Regulations concerning transfers and registration) below, a Registered Note may be transferred upon surrender of the relevant Note Certificate, with the endorsed form of transfer duly completed, at the Specified Office of the Registrar or any Transfer Agent, together with such evidence as the Registrar or (as the case may be) such Transfer Agent may require to prove the title of the transferor and the authority of the individuals who have executed the form of transfer; provided, however, that a Registered Note may not be transferred unless the principal amount of Registered Notes transferred and (where not all of the Registered Notes held by a Holder are being transferred) the principal amount of the balance of Registered Notes not transferred are Specified Denominations. Where not all the Registered Notes represented by the surrendered Note Certificate are the subject of the transfer, a new Note Certificate in respect of the balance of the Registered Notes will be issued to the transferor. (g) Registration and delivery of Note Certificates: Within seven business days of the surrender of a Note Certificate in accordance with paragraph (f) (Transfers of Registered Notes) above, the Registrar will register the transfer in question and deliver a new Note Certificate of a like principal amount to the Registered Notes transferred to each relevant Holder at its Specified Office or (as the case may be) the Specified Office of any Transfer Agent or (at the request and risk of any such relevant Holder) by uninsured first class mail (airmail if overseas) to the address specified for the purpose by such relevant Holder. In this paragraph, “business day” means a day on which commercial banks are open for general business (including dealings in foreign currencies) in the city where the Registrar or (as the case may be) the relevant Transfer Agent has its Specified Office. (h) No charge: The transfer of a Registered Note will be effected without charge by or on behalf of the Issuer or the Registrar or any Transfer Agent but against such indemnity and/or security and/or pre-funding as the Registrar or (as the case may be) such Transfer Agent may require in respect of any tax or other duty of whatsoever nature which may be levied or imposed in connection with such transfer. (i) Closed periods: Noteholders may not require transfers to be registered (i) during the period of 15 days ending on the due date for any payment of principal or interest in respect of the Registered Notes;

-61- (ii) during the period of 15 days ending on any date on which Notes may be called for redemption by the Issuer at its option pursuant to Condition 10(b) (Redemption for taxation reasons), Condition 10(c) (Redemption at the option of the Issuer); (iii) after a Put Option Notice, a Change of Control Put Exercise Notice or an Excess Proceeds Put Exercise Notice has been delivered in respect of the relevant Note(s) in accordance with Condition 10(e) (Redemption at the option of Noteholders), Condition 10(f) (Redemption for Change of Control)or Condition 10(g) (Redemption for Excess Proceeds), as the case may be; and (iv) during the period of seven days ending on (and including) any Record Date (as defined in Condition 12(f) (Record Date)). (j) Regulations concerning transfers and registration: All transfers of Registered Notes and entries on the Register are subject to the detailed regulations concerning the transfer of Registered Notes scheduled to the Agency Agreement. The regulations may be changed by the Issuer with the prior written approval of the Registrar. A copy of the current regulations will be made available for inspection by the Registrar to any Noteholder upon reasonable prior written request and satisfactory proof of holding.

4. Status of the Notes and Guarantee of the Notes (a) Status of the Notes: The Notes constitute direct, general and unconditional obligations of the Issuer which will at all times rank pari passu among themselves and at least pari passu with all other present and future unsecured obligations of the Issuer, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application. (b) Guarantee of the Notes: (i) The Initial Subsidiary Guarantors have in the Trust Deed unconditionally and irrevocably guaranteed on a joint and several basis the due and punctual payment of all sums from time to time payable by the Issuer in respect of the Notes (the “Guarantee of the Notes”, and each, a “Guarantee of the Notes”). (ii) After the date of issue of the first Tranche of Notes, the Issuer will procure that each of its Restricted Subsidiaries that is obliged to give a Guarantee of the Notes in accordance with Condition 5(f) (Limitation on Issuances of Guarantees by Restricted Subsidiaries) to execute and deliver to the Trustee a deed supplemental to the Trust Deed (a “Supplemental Trust Deed”), pursuant to which each such Restricted Subsidiary will guarantee, together with the Initial Subsidiary Guarantors, on a joint and several basis the due and punctual payment of all sums from time to time payable by the Issuer under the Trust Deed and the Notes. Each guarantee so provided upon execution of the applicable Supplemental Trust Deed will be a “Guarantee of the Notes” and each Subsidiary of the Issuer that guarantees the Notes after the date of issue of the first Tranche Notes, upon execution of the applicable Supplemental Trust Deed, will, together with each Initial Subsidiary Guarantor, be a “Subsidiary Guarantor”. (iii) The Guarantees of the Notes will constitute direct, general and unconditional obligations of each Subsidiary Guarantor which will at all times rank at least pari passu with all other present and future unsecured obligations of each Subsidiary Guarantor, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application.

Although Condition 5(b) (Limitation of Indebtedness and Issuance of Preferred Stock and Disqualified Stock) contains limitations on the amount of additional Indebtedness that the Issuer and/or Restricted Subsidiaries may incur, the amount of such additional Indebtedness, including such additional Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors, including any Subsidiaries of the Issuer that are not Wholly-Owned Subsidiaries and/or Malaysian Subsidiaries (“Non-Guarantor Subsidiaries”), could be substantial. See “Risk Factors—Risks relating to the Notes issued under the Programme—Substantial leverage and debt service obligations could adversely affect the Group’s business and prevent the Issuer and the Subsidiary Guarantors from fulfilling their obligations under the Notes and the Guarantees of the Notes”. In the event of a bankruptcy, liquidation or reorganisation of any Non-Guarantor Subsidiary, the Non-Guarantor Subsidiary will pay the holders of its debt and its trade creditors before it will be able to distribute any of its assets to the Issuer.

-62- (c) Release of Subsidiary Guarantors (i) A Guarantee of the Notes may be released upon (and only to the extent of): (A) repayment in full of the Notes; or (B) the sale of a Subsidiary Guarantor (including, without limitation, by way of an Initial Public Offering of the shares of such Subsidiary Guarantor) in compliance with the terms of these Conditions, the Trust Deed and the Notes resulting in such Subsidiary Guarantor no longer being a Restricted Subsidiary, so long as: (1) such Subsidiary Guarantor is simultaneously released from its obligations in respect of any of the Issuer’s other Indebtedness or any Indebtedness of any other Restricted Subsidiary; and (2) the proceeds from such sale or disposition are used for the purposes permitted or required by these Conditions, the Trust Deed and the Notes. (ii) No release of a Subsidiary Guarantor from its Guarantee of the Notes shall be effective against the Trustee or the Noteholders until the Issuer has delivered to the Trustee a certificate signed by any Director of the Issuer (an “Officer’s Certificate”) stating that all requirements relating to such release have been complied with and that such release is authorised and permitted by these Conditions, the Trust Deed and the Notes. The Trustee shall be entitled to rely on and shall be protected and shall incur no liability to any Noteholder for or in respect of any action taken, omitted or suffered in reliance upon such Officer’s Certificate.

5. Covenants (a) Negative Pledge: So long as any Note remains outstanding, the Issuer shall not, and the Issuer shall procure that none of its Subsidiaries will, create or allow to subsist any Lien on any of its assets or properties of any kind, whether owned at the Original Issue Date or thereafter acquired, to secure any Relevant Indebtedness or any Guarantee of Relevant Indebtedness; unless (i) at the same time or prior thereto, the Issuer’s obligations under the Notes are secured equally and rateably by the same Lien or (ii) the Issuer provides such other security for the Notes as may be approved by an Extraordinary Resolution of Noteholders. (b) Limitation on Indebtedness and issuance of Preferred Stock and Disqualified Stock (i) The Issuer will not, and will not permit any Restricted Subsidiary to, Incur any Indebtedness (including Acquired Indebtedness) and the Issuer will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock, provided that the Issuer may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if: (1) the Fixed Charge Coverage Ratio on a consolidated basis for the Issuer and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal consolidated financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.5 to 1.0; (2) the Net Leverage Ratio on a consolidated basis for the Issuer and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal consolidated financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued would not exceed 3.0 to 1.0, in each case, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four quarter period; provided further that Restricted Subsidiaries that are not Subsidiary Guarantors may not Incur Indebtedness or issue Disqualified Stock or Preferred Stock if, after giving pro forma effect to such Incurrence or issuance (including a pro forma application of the net proceeds therefrom), such Indebtedness or Disqualified Stock or Preferred Stock (of Restricted Subsidiaries that are not Subsidiary Guarantors) would exceed 10% of Consolidated Total Assets at any time outstanding pursuant to Condition 5(b)(i)(1) and (2); and (3) no Default has occurred and is continuing or would result from such Incurrence.

-63- (ii) Notwithstanding the foregoing, the Issuer and, to the extent provided below, any Restricted Subsidiary may Incur each and all of the following: (A) Indebtedness under the first Tranche of the Notes (excluding any Further Notes) and each Guarantee of the Notes given in respect of such first Tranche of the Notes; (B) Indebtedness of the Issuer or any Restricted Subsidiary outstanding on the Original Issue Date excluding Indebtedness permitted under Condition 5(b)(ii)(C); (C) Indebtedness of the Issuer or any Restricted Subsidiary owed to the Issuer or any Restricted Subsidiary; provided that: (1) any event or circumstance which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Issuer or any Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence of such Indebtedness not permitted by this Condition 5(b)(ii)(C)); and (2) if the Issuer or any Subsidiary Guarantor is the obligor of such Indebtedness, such Indebtedness must be unsecured and expressly be subordinated in right of payment to the Notes, in the case of the Issuer, or the Guarantee of the Notes; (D) Indebtedness of the Issuer or any Restricted Subsidiary Incurred under any Credit Facilities and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with undrawn trade letters of credit and reimbursement obligations relating to trade letters of credit satisfied within 30 days being excluded, and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof) in an aggregate amount up to the greater of (1) S$100.0 million (or the Singapore Dollar Equivalent thereof) and (2) 25% of Consolidated Total Assets at any time outstanding; (E) Indebtedness (including Capitalised Lease Obligations, but excluding Acquired Indebtedness) of the Issuer or a Restricted Subsidiary Incurred to finance (whether prior to or within 90 days after) all or any part of the cost of the purchase, lease, construction or improvement of any property, plant or equipment used or to be used in the business of the Issuer or such Restricted Subsidiary, and any Indebtedness of the Issuer or a Restricted Subsidiary which serves to refund or refinance any Indebtedness Incurred pursuant to this Condition 5(b)(ii)(E) in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this Condition 5(b)(ii)(E) and then outstanding, will not exceed the greater of (x) S$10.0 million (or the Singapore Dollar Equivalent thereof) and (2) 2.5% of Consolidated Total Assets at any time outstanding; (F) Acquired Indebtedness of any Person outstanding on the date on which such Person becomes a Restricted Subsidiary of the Issuer or is merged, consolidated, amalgamated or otherwise combined with (including pursuant to any acquisition of assets and assumption of related liabilities) the Issuer or any of its Restricted Subsidiaries (other than Indebtedness Incurred to provide all or any portion of the funds used to consummate the transaction or series related transactions pursuant to which such Person became a Restricted Subsidiary of the Issuer or was otherwise acquired by the Issuer or any of its Restricted Subsidiaries); provided, however, that with respect to this Condition 5(b)(ii)(F), that at the time of the acquisition or other transaction pursuant to which such Acquired Indebtedness was deemed to be Incurred (1) the Issuer would have been able to Incur at least S$1.00 of additional Indebtedness under Condition 5(b)(i)(1) and (2) after giving pro forma effect to the Incurrence of such Indebtedness pursuant to this Condition 5(b)(ii)(F) or (2) the Fixed Charge Coverage Ratio and the Net Leverage Ratio would not be less that it was immediately prior to giving pro forma effect to the Incurrence of such Indebtedness pursuant to this Condition 5(b)(ii)(F); (G) Indebtedness (“Permitted Refinancing Indebtedness”) issued in exchange for, or the net proceeds of which are used to refinance or refund, then outstanding Indebtedness Incurred under Condition 5(b)(i) or Condition 5(b)(ii)(A), (B), (D), (E) and (G) and any refinancings thereof in an amount not to exceed the amount so refinanced or refunded (plus premiums, accrued interest, fees and expenses); provided that: (1) Indebtedness the proceeds of which are used to refinance or refund the Notes or Indebtedness that is pari passu with, or subordinated in right of payment to, the Notes or a Guarantee of the Notes shall only be permitted under this Condition 5(b)(ii)(G) if (x) in case the Notes are refinanced in part or the Indebtedness to be refinanced is pari passu with the Notes or a

-64- Guarantee of the Notes, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made pari passu with, or subordinate in right of payment to, the remaining Notes or such Guarantee of the Notes, or (y) in case the Indebtedness to be refinanced is subordinated in right of payment to the Notes or a Guarantee of the Notes, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Notes or such Guarantee of the Notes at least to the extent that the Indebtedness to be refinanced is subordinated to the Notes or such Guarantee of the Notes; (2) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the earlier of the Stated Maturity of the Indebtedness to be refinanced or refunded or 91 days after the final maturity date of the Notes, and the Average Life of such new Indebtedness is at least equal to the remaining Average Life of the portion of the Indebtedness to be refinanced or refunded; and (3) in no event may Indebtedness of the Issuer or any Subsidiary Guarantor be refinanced pursuant to this Condition 5(b)(ii)(G) by means of any Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor; (H) Permitted Subordinated Indebtedness, excluding Indebtedness permitted under Conditions 5(b)(ii)(E) and (F), in an aggregate amount up to S$125.0 million (or the Singapore Dollar Equivalent thereof); (I) Indebtedness Incurred by the Issuer or any Restricted Subsidiary pursuant to Hedging Obligations entered into solely to protect the Issuer or any Restricted Subsidiary from fluctuations in interest rates, currencies or the price of commodities and not for speculation; provided that such Hedging Obligation does not increase the Indebtedness of the Issuer or such Restricted Subsidiary outstanding at any time other than as a result of fluctuations in interest rates currency exchange rates or commodity prices or by reason of fees, indemnities and compensation payable thereunder; (J) Indebtedness Incurred by the Issuer or any Restricted Subsidiary constituting reimbursement obligations with respect to workers’ compensation claims or self-insurance obligations or bid, performance or surety bonds (in each case other than for an obligation for borrowed money); (K) Indebtedness Incurred by the Issuer or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit, trade guarantees or similar instruments issued in the ordinary course of business to the extent that such letters of credit, trade guarantees or similar instruments are not drawn upon or, if drawn upon, to the extent such drawing is reimbursed no later than the 30 days following receipt by the Issuer or such Restricted Subsidiary of a demand for reimbursement; (L) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guarantees or letters of credit, surety bonds or performance bonds securing any obligation of the Issuer or any Restricted Subsidiary pursuant to such agreements, in any case, Incurred in connection with the disposition of any business, assets or Restricted Subsidiary, other than guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition; provided that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by the Issuer or a Restricted Subsidiary from the disposition of such business, assets or Restricted Subsidiary; (M) Indebtedness arising from the honouring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of Incurrence; (N) Indebtedness permitted to be Incurred in connection with a Sale and Leaseback Transaction under Condition 5(i) (Limitation on Sale and Leaseback Transactions); and (O) Indebtedness of the Issuer or any Restricted Subsidiary not otherwise permitted by Condition 5(b)(ii) in an aggregate principal amount outstanding at any time (together with refinancings thereof) not to exceed S$10.0 million (or the Singapore Dollar Equivalent thereof). (iii) For the purposes of determining any particular amount of Indebtedness under this Condition 5(b), guarantees, Liens or obligations with respect to letters of credit supporting Indebtedness otherwise

-65- included in the determination of such particular amount shall not be included. For purposes of determining compliance with this Condition 5(b), in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described above, including under Condition 5(b)(i)(1) and (2), the Issuer, in its sole discretion, shall classify, and from time to time may reclassify, such item of Indebtedness except to the extent specified above. (iv) The accrual of interest, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of Preferred Stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an Incurrence of Indebtedness; provided, in each case, that the amount of any such accrual, accretion or payment is included in the Consolidated Fixed Charges of the Subsidiary Guarantor as accrued. (v) Notwithstanding any other provision of this Condition 5(b), the maximum amount of Indebtedness that may be Incurred pursuant to this Condition 5(b) will not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rate of currencies. (vi) The Issuer will not Incur, and the Issuer will not permit any Subsidiary Guarantor to Incur, any Indebtedness if such Indebtedness is contractually subordinated in right of payment to any other Indebtedness of the Issuer or such Subsidiary Guarantor, as the case may be, unless such Indebtedness is also contractually subordinated in right of payment to the Notes or the applicable Guarantee of the Notes on substantially identical terms. (c) Limitation on Restricted Payments: The Issuer will not, and will not permit any Restricted Subsidiary, directly or indirectly, to (the payments or any other actions described in Conditions 5(c)(i) to (iv) being collectively referred to as “Restricted Payments”): (i) declare or pay any dividend or make any distribution on or with respect to the Issuer’s or any Restricted Subsidiary’s Capital Stock (other than dividends or distributions payable solely in shares of the Issuer’s or any Restricted Subsidiary’s Capital Stock (other than Disqualified Stock or Preferred Stock) or in options, warrants or other rights to acquire shares of such Capital Stock) held by Persons other than the Issuer or any Restricted Subsidiary; (ii) purchase, call for redemption or redeem, retire or otherwise acquire for value any shares of Capital Stock of the Issuer or any Restricted Subsidiary (including options, warrants or other rights to acquire shares of such Capital Stock) or any direct or indirect parent of the Issuer held by any Persons other than the Issuer or any Restricted Subsidiary; (iii) make any voluntary or optional principal payment, or voluntary or optional redemption, repurchase, defeasance, or other acquisition or retirement for value, of Indebtedness that is subordinated in right of payment to the Notes or any Guarantee of the Notes (excluding any intercompany Indebtedness between or among the Issuer and any Restricted Subsidiary); or (iv) make any Investment, other than a Permitted Investment; if, at the time of, and after giving effect to (on a pro forma basis), the proposed Restricted Payment: (A) a Default has occurred and is continuing or would result from such Restricted Payment; (B) the Issuer could not Incur at least S$1.00 of additional Indebtedness under Conditions 5(b)(i)(1) and (2); or (C) such Restricted Payment, together with the aggregate amount of all Restricted Payments declared or made by the Issuer and its Restricted Subsidiaries after the Issue Date, would exceed the sum (without duplication) of: (1) 50.0% of the aggregate amount of the Consolidated Net Income of the Issuer (or, if the Consolidated Net Income is a loss, minus 100.0% of the amount of such loss) accrued on a cumulative basis during the period (taken as one accounting period) beginning on the first day of the quarterly period during which the Original Issue Date occurs and ending on the last day of the Issuer’s most recently ended quarterly period for which consolidated financial statements of the Issuer (which the Issuer shall use its reasonable best efforts to compile in a timely manner) are available (under Condition 5(l) (Provision of Financial Statements and Reports)) at the time of such Restricted Payment; plus (2) 100.0% of the aggregate Net Cash Proceeds received by the Issuer or any Restricted Subsidiary after the Original Issue Date as a capital contribution or from the issuance and

-66- sale of its Capital Stock (other than Disqualified Stock) to a Person who is not a Subsidiary of the Issuer, or an employee stock ownership plan, option plan or similar trust; plus (3) 100.0% of the amount by which Indebtedness of the Issuer is reduced on the Issuer’s balance sheet upon conversion or exchange (other than by a Subsidiary of the Issuer) subsequent to the Transaction Date of any Indebtedness of the Issuer convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Issuer (less the amount of any cash, or the Fair Market Value of any other property, distributed by the Issuer upon such conversion or exchange); provided that the foregoing amount shall not exceed the Net Cash Proceeds received by the Issuer or any Subsidiary of the Issuer from the sale of such Indebtedness (excluding sales to a Subsidiary of the Issuer or an employee stock ownership plan, option plan or similar trust); plus (4) an amount equal to the sum of (A) the net reduction in Investments (other than reductions in Permitted Investments) that were made after the Original Issue Date in any Person resulting from repurchases, repayments or redemptions of such Investments by such Person, proceeds realised on the sale of such Investment and proceeds representing the return of capital (excluding dividends and distributions), in each case to the Issuer or any Restricted Subsidiary (except, in each case, to the extent any such payment or proceeds are included in the calculation of Consolidated Net Income) and (B) the portion (proportionate to the Issuer’s equity interests in an Unrestricted Subsidiary) of the Fair Market Value of the net assets of such Unrestricted Subsidiary at the time such Unrestricted Subsidiary meets the definition of a “Restricted Subsidiary”, not to exceed, in each case, the amount of Investments made by the Issuer or a Restricted Subsidiary after the Original Issue Date in any such Person or Unrestricted Subsidiary (except, in each case, to the extent any such payment or proceeds are included in the calculation of Consolidated Net Income). The foregoing provision shall not be violated by reason of: (I) the payment of any dividend within 60 days after the related date of declaration if, at said date of declaration, such payment would comply with the preceding paragraph; (II) the redemption, repurchase, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Issuer or any Subsidiary Guarantor with the Net Cash Proceeds of, or in exchange for, a substantially concurrent Incurrence of Permitted Refinancing Indebtedness; (III) the redemption, repurchase, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Issuer or any Subsidiary Guarantor in exchange for, or out of the Net Cash Proceeds of, a substantially concurrent sale (other than to a Subsidiary of the Issuer, and employee stock ownership plan or a trust for the benefit of employees) of, shares of Capital Stock (other than Disqualified Stock) of the Issuer or any Subsidiary Guarantor (or options, warrants or other rights to acquire such Capital Stock); provided that the amount of any such Net Cash Proceeds that are utilised for any such Restricted Payment will be excluded from Condition 5(c)(C)(2); (IV) the payment of any dividends or distributions declared, paid or made by a Restricted Subsidiary payable, or the purchase, call for redemption or redemption, retirement or other acquisition by a Restricted Subsidiary of any shares of its Capital Stock made, on a pro rata basis to or from all holders of any class of Capital Stock of such Restricted Subsidiary; (V) the repurchases of Capital Stock deemed to occur upon the exercise of stock options, warrants or other rights to acquire Capital Stock to the extent such Capital Stock represents a portion of the exercise price thereof; (VI) cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible or exchangeable for Capital Stock of the Issuer or a Restricted Subsidiary, provided that any such cash payment shall not be for the purpose of evading the limitations of this Condition 5(c); or (VII) the payment by the Issuer or a Restricted Subsidiary of the Issuer of Restricted Payments referred to in Conditions 5(c)(i), (ii), (iii), and (iv), provided that such Restricted Payments in an aggregate amount do not exceed, together with all other such Restricted Payments made pursuant to this Condition 5(c)(VII), S$15.0 million (or the Singapore Dollar Equivalent thereof) since the Original Issue Date, provided that, in the case of Condition 5(c)(I), (II) or (III), no Default shall have occurred and be continuing or would occur as a consequence of the actions or payments set forth therein.

-67- Each Restricted Payment permitted pursuant to Condition 5(c)(I) to (V) shall be included in calculating whether the conditions of Condition 5(c)(C) have been met with respect to any subsequent Restricted Payments. The amount of any Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Issuer or the Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The value of any assets or securities that are required to be valued by this Condition 5(c) will be the Fair Market Value. The Board of Directors’ determination of the Fair Market Value of a Restricted Payment or any such assets or securities must be based upon an opinion or appraisal issued by an appraisal or investment banking firm of reputable standing in the Republic of Singapore or internationally if the Fair Market Value exceeds S$15.0 million (or the Singapore Dollar Equivalent thereof). Not later than the date of making any Restricted Payment in an amount in excess of S$15.0 million (or the Singapore Dollar Equivalent thereof), the Issuer will deliver to the Trustee an Officers’ Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this Condition 5(c) were computed, together with a copy of any fairness opinion or appraisal required by these Conditions, the Trust Deed and the Notes. (d) Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries: (i) Except as provided below, the Issuer will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to: (A) pay dividends or make any other distributions on any Capital Stock of such Restricted Subsidiary owned by the Issuer or any other Restricted Subsidiary; (B) pay any Indebtedness or other obligation owed to the Issuer or any other Restricted Subsidiary; (C) make loans or advances to the Issuer or any other Restricted Subsidiary; or (D) sell, lease or transfer any of its property or assets to the Issuer or any other Restricted Subsidiary. (ii) The provisions of Condition 5(d)(i) do not apply to any encumbrances or restrictions: (A) existing in agreements as in effect on the Original Issue Date, or in the Notes, the Guarantees of the Notes, these Conditions, the Trust Deed, and any extensions, refinancings, renewals or replacements of any of the foregoing agreements; provided that the encumbrances and restrictions in any such extension, refinancing, renewal or replacement, taken as a whole, are no more restrictive than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (B) existing under or by reason of applicable law (including any statute, rule, regulation or government order); (C) existing with respect to any Person or the property or assets of such Person acquired by the Issuer or any Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired, and any extensions, refinancings, renewals or replacements thereof; provided that the encumbrances and restrictions in any such extension, refinancing, renewal or replacement, taken as a whole, are no more restrictive than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced and remain applicable only to the Person or the property or assets of such Person acquired; (D) that otherwise would be prohibited by the provision described in Condition 5(d)(i)(D) if they arise, or are agreed to in the ordinary course of business, and that (1) restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease or licence or (2) exist by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any property or assets of the Issuer or any Restricted Subsidiary not otherwise prohibited by these Conditions, the Trust Deed and the Notes; or (E) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary that is permitted by Conditions 5(b) (Limitation on Indebtedness and Preferred Stock), 5(d) (Limitation on Sales and Issuance of Capital Stock in Restricted Subsidiaries) and 5(j) (Limitation on Asset Sales).

-68- (e) Limitation on Sales and Issuances of Capital Stock in Restricted Subsidiaries: The Issuer will not transfer, sell, pledge or otherwise dispose of, and will not permit any Restricted Subsidiary, directly or indirectly, to issue or transfer, sell, pledge or otherwise dispose of, any shares of Capital Stock of a Restricted Subsidiary (including by way of options, warrants or other rights to purchase shares of such Capital Stock) except: (i) to the Issuer or a Restricted Subsidiary; (ii) to the extent that such Capital Stock represents directors’ qualifying shares or is required by applicable law to be held by a Person other than the Issuer or a Wholly-Owned Restricted Subsidiary; (iii) the issuance or sale of Capital Stock of a Restricted Subsidiary if, immediately after giving effect to such issuance or sale, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary and any remaining Investment in such Person would have been permitted to be made under Condition 5(c) (Limitation on Restricted Payments) if made on the date of such issuance or sale; (iv) the issuance or sale of Capital Stock of a Restricted Subsidiary (which remains a Restricted Subsidiary after any such issuance or sale); provided that the Issuer or such Restricted Subsidiary applies the Net Cash Proceeds of such issuance or sale in accordance with Condition 5(j) (Limitation on Asset Sales); (v) the issuance of Capital Stock of mmConnect pursuant to the exercise of conversion rights of holders of the Existing Convertible Securities; or (vi) the issuance of Capital Stock of the Issuer or any Restricted Subsidiary pursuant to the exercise of conversion rights of holders of Permitted Subordinated Indebtedness, where such Permitted Subordinated Indebtedness is by its terms expressed to be convertible or exchangeable for Capital Stock of the Issuer or any Restricted Subsidiary. (f) Limitation on Issuances of Guarantees by Restricted Subsidiaries (i) The Issuer will not permit any existing or future Restricted Subsidiary which is not a Subsidiary Guarantor, directly or indirectly, to provide any Guarantee for any Indebtedness (“Guaranteed Indebtedness”) of the Issuer or any other Restricted Subsidiary, unless such Restricted Subsidiary simultaneously executes and delivers to the Trustee a Supplemental Trust Deed pursuant to which each such Restricted Subsidiary will Guarantee the due and punctual payment of all sums from time to time payable by the Issuer in respect of the Notes. (ii) If the Guaranteed Indebtedness (A) ranks pari passu in right of payment with the Notes or any Guarantee of the Notes, then the guarantee of such Guaranteed Indebtedness shall rank pari passu in right of payment with, or subordinated to, such Guarantee of the Notes or (B) is subordinated in right of payment to the Notes or any Guarantee of the Notes, then the guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to such Guarantee of the Notes at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes or the Guarantee of the Notes. (g) Limitation on Transactions with Shareholders and Affiliates (i) The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend or permit to exist any transaction or arrangement (including, without limitation, the purchase, sale, lease or exchange of property or assets, employee compensation arrangements or the rendering of any service) with (x) any holder (or any Affiliate of such holder) of 10.0% or more of any class of Capital Stock of the Issuer or (y) with any Affiliate of the Issuer or any Restricted Subsidiary (each an “Affiliate Transaction”), unless: (A) the terms of the Affiliate Transaction are no less favourable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s-length transaction by the Issuer or the relevant Restricted Subsidiary with a Person that is not an Affiliate of the Issuer; and (B) the Issuer delivers to the Trustee: (1) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of S$10.0 million (or the Singapore Dollar Equivalent thereof), a Board Resolution set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this covenant and such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors, including meeting the requirements of Condition 5(g)(i)(A) and the Trustee shall be entitled to accept such certificate and opinion as sufficient evidence thereof, in which event it shall be conclusive and binding on the Noteholders; and

-69- (2) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of S$15.0 million (or the Singapore Dollar Equivalent thereof), in addition to the Board Resolution required in Condition 5(g)(i)(B)(1), an opinion issued by an accounting, appraisal or investment banking firm of international standing confirming that the terms of such Affiliate Transaction are no less favourable to the Issuer or the relevant Restricted Subsidiary than terms available to (or from, as appropriate) a Person that is not an Affiliate of the Issuer or any Restricted Subsidiary. (ii) The foregoing limitation does not limit, and shall not apply to: (A) the payment of reasonable and customary regular fees to directors of the Issuer who are not employees of the Issuer, and the payment of reasonable and customary remuneration to directors of the Issuer who are employees of the Issuer, provided that such remuneration is approved by Board Resolution of the Issuer or otherwise in writing by the Board of Directors of the Issuer; (B) transactions between or among the Issuer and any of its Wholly-Owned Restricted Subsidiaries or between or among Wholly-Owned Restricted Subsidiaries; (C) any Restricted Payment of the type described in Conditions 5(c)(i), (c)(ii), (c)(iii) or (c)(iv) if permitted by those Conditions; (D) any sale of Capital Stock (other than Disqualified Stock) of the Issuer; (E) the payment of compensation to officers and directors of the Issuer or any Restricted Subsidiary pursuant to an employee stock or share option scheme, so long as such scheme is in compliance with the listing rules of the relevant internationally recognised stock exchange, provided they require a majority shareholder approval of any such scheme; and (F) any transactions between or among the Issuer and any Restricted Subsidiary. (iii) In addition, the requirements of Condition 5(g)(i)(B) shall not apply to: (A) Investments (other than Permitted Investments) not prohibited by Condition 5(c) (Limitation on Restricted Payments); (B) transactions pursuant to agreements in effect on the Original Issue Date and described in the Offering Circular, or any amendment or modification or replacement thereof, so long as such amendment, modification or replacement is not more disadvantageous to the Issuer and the Restricted Subsidiaries than the original agreement in effect on the Original Issue Date; and (C) any transaction between or among the Issuer and any Restricted Subsidiary that is not a Wholly- Owned Restricted Subsidiary, provided that (I) such transaction is entered into in the ordinary course of business and (II) none of the minority shareholders or minority partners of or in such Restricted Subsidiary is a Person described in (x) or (y) of Condition 5(g)(i) (other than by reason of such minority shareholder or minority partner being an officer or director of such Restricted Subsidiary). (h) Limitation on Liens: The Issuer will not and will not permit any Restricted Subsidiary to, directly or indirectly, Incur, assume or permit to exist any Lien of any nature whatsoever on any of its assets or properties of any kind, whether owned at the Original Issue Date or thereafter acquired, securing any Indebtedness except Permitted Liens, unless the Notes are secured equally and rateably with (or prior to, if the obligation or liability to be secured by such Lien is subordinated in right of payment to the Notes) the Indebtedness secured by such Lien. (i) Limitation on Sale and Leaseback Transactions: The Issuer will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction; provided that the Issuer and any Restricted Subsidiary may enter into a Sale and Leaseback Transaction if: (i) the Issuer and its Restricted Subsidiaries could have (A) Incurred Indebtedness in an amount equal to the Attributable Indebtedness relating to such Sale and Leaseback Transaction under the requirements of Condition 5(b) (Limitation of Indebtedness and Issuance of Preferred Stock and Disqualified Stock) and (B) Incurred a Lien to secure such Indebtedness pursuant to Condition 5(h) (Limitation on Liens), in which case, the corresponding Indebtedness and Lien will be deemed Incurred pursuant to those provisions; (ii) gross cash proceeds of that Sale and Leaseback Transaction are at least equal to the Fair Market Value of the property that is the subject of such Sale and Leaseback Transaction; and

-70- such Restricted Subsidiary, as the case may be, applies the proceeds of such transaction in compliance with, Condition 5(j) (Limitation on Asset Sales). (j) Limitation on Asset Sales (i) The Issuer will not, and will not permit any Restricted Subsidiary to, consummate any Asset Sale, unless: (A) no Default shall have occurred and be continuing or would occur as a result of such Asset Sale; (B) the consideration received by the Issuer or such Restricted Subsidiary, as the case may be, is at least equal to the Fair Market Value of the assets sold or disposed of; and (C) at least 75.0% of the consideration received consists of cash, Temporary Cash Investments or Replacement Assets. For purposes of this provision, each of the following will be deemed to be cash: (1) any liabilities, as shown on the Issuer’s most recent consolidated balance sheet, of the Issuer or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Guarantee) that are assumed by the transferee in the subject Asset Sale pursuant to a customary assumption, assignment, novation or similar agreement that releases the Issuer or such Restricted Subsidiary from further liability; and (2) any securities, notes or other obligations received by the Issuer or any Restricted Subsidiary from such transferee that are contemporaneously, but in any event within 30 days of closing, converted by the Issuer or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion. (ii) Within 360 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Issuer (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Cash Proceeds to: (A) permanently repay Senior Indebtedness of the Issuer or any Restricted Subsidiary (and, if such Senior Indebtedness repaid is revolving credit Indebtedness, to correspondingly permanently reduce commitments with respect thereto) in each case owing to a Person other than the Issuer or a Restricted Subsidiary; or (B) make an Investment in Replacement Assets; or (C) acquire all or substantially all of the assets of, or any Capital Stock of, any entity involved in a Permitted Business, if, after giving effect to any such acquisition of assets or Capital Stock, such entity involved in a Permitted Business is or becomes a Restricted Subsidiary; or (D) make capital expenditures relating to properties or assets of the Issuer or a Restricted Subsidiary that are used in a Permitted Business. (iii) The Issuer or any Restricted Subsidiary may make an Investment in Temporary Cash Investment, pending application of such Net Cash Proceeds as set forth in Conditions 5(i)(ii)(A), (B), (C) or (D) above. (iv) On the 361st day after an Asset Sale or such earlier date, if any, as the Issuer determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in Condition 5(j)(ii) (such date being referred as an “Excess Proceeds Trigger Date”), such aggregate amount of Net Cash Proceeds that has not been applied on or before the Excess Proceeds Trigger Date as permitted in the preceding paragraph (“Excess Proceeds”) will be applied by the Issuer to redeem all or a portion of the Notes (at the option of the Holders of the Notes in accordance with Condition 10(g) (Redemption for Excess Proceeds)). In such case, the Issuer must redeem such Notes having a principal amount equal to the lesser of: (A) the aggregate principal amount of Notes so tendered for Redemption for Excess Proceeds pursuant to Condition 10(g) (Redemption for Excess Proceeds); and (B) (1) accumulated Excess Proceeds, multiplied by (2) a fraction (x) the numerator of which is equal to the outstanding principal amount of the Notes and (y) the denominator of which is equal to the outstanding principal amount of the Notes and all pari passu Indebtedness required to be repaid, redeemed or tendered for in connection with the Asset Sale, rounded down to the nearest S$1,000. (v) The Issuer may defer the redemption of Notes in accordance with Condition 10(g) (Redemption for Excess Proceeds) until there are aggregate unutilised Excess Proceeds equal to or in excess of

-71- S$15.0 million (or the Singapore Dollar Equivalent thereof) resulting from one or more Asset Sales, at which time, within 10 days thereof, the entire unutilised amount of Excess Proceeds will be applied as provided in Condition 5(j)(iv). If any Excess Proceeds remain after consummation of a redemption of the Notes in accordance with Condition 10(g) (Redemption for Excess Proceeds), the Issuer may use such Excess Proceeds for any purpose not otherwise prohibited by these Conditions, the Trust Deed and the Notes. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into redemption exceeds the amount of Excess Proceeds, the Notes and such other pari passu Indebtedness will be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tendered. (k) Limitation on the Issuer’s Business Activities: The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, engage in any business other than a Permitted Business; provided, however, that the Issuer or any Restricted Subsidiary may own Capital Stock of a Unrestricted Subsidiary or joint venture or other entity that is engaged in a business other than Permitted Business as long as any Investment therein was not prohibited when made by Condition 5(c) (Limitation on Restricted Payments). (l) Provision of Financial Statements and Reports (i) The Issuer will file with the Trustee and furnish to the Noteholders upon request, as soon as they are available but in any event not more than ten calendar days after they are filed with the SGX-ST or any other stock exchange on which the Issuer’s Common Stock is at any time listed for trading, true and correct copies of any financial or other report (which the Issuer shall use its reasonable best efforts to compile in a timely manner) in the English language (and an English translation of any financial or other report in any other language) filed with such exchange; provided that, if at any time the Common Stock of the Issuer ceases to be listed for trading on the SGX-ST or any other stock exchange, the Issuer will file with the Trustee and furnish to the Noteholders: (A) as soon as they are available, but in any event within 60 calendar days after the end of the fiscal year of the Issuer, copies of its financial statements (on a consolidated basis) in respect of such financial year (including a statement of income, balance sheet and cash flow statement) audited by a member firm of an internationally recognised firm of independent auditors; and (B) as soon as they are available, but in any event within 45 calendar days after the end of each quarterly period of the Issuer, copies of its financial statements (on a consolidated basis) in respect of such quarterly period (including a statement of income, balance sheet and cash flow statement). (ii) In addition the Issuer will provide to the Trustee: (A) within 60 days after the close of each fiscal year and, with respect to items (1) and (3) only, at any other time within 14 days of the written request of the Trustee, an Officers’ Certificate: (1) stating the Fixed Charge Coverage Ratio and the Net Leverage Ratio with respect to the four most recent quarterly periods and showing in reasonable detail the calculation of the Fixed Charge Coverage Ratio and the Net Leverage Ratio, including the arithmetic computations of each component of the Fixed Charge Coverage Ratio and the Net Leverage Ratio; (2) confirming compliance with all of the Issuer’s and Subsidiary Guarantors’ obligations under these Conditions, the Trust Deed and the Notes (or, if such is not the case, giving details of the circumstances of such non-compliance); (3) confirming that there has been no Default or Event of Default since the Certification Date of the last such certificate, or if none, the Issue Date during the prior fiscal year, and the Trustee shall be entitled to accept such certificate as sufficient evidence thereof, in which event it shall be conclusive and binding on the Noteholders; and (B) as soon as possible and in any event within 14 days after the Issuer becomes aware or should reasonably become aware of the occurrence of a Default or an Event of Default, an Officers’ Certificate setting forth the details of the Default and the action which the Issuer proposes to take with respect thereto, and the Trustee shall be entitled to accept such certificate as sufficient evidence thereof, in which event it shall be conclusive and binding on the Noteholders. (m) Consolidation, Merger and Sale of Assets: The Issuer will not consolidate with, merge with or into another Person, permit any Person to merge with or into it, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets (computed on a consolidated basis) in one transaction or a series of related transactions) unless: (i) the Issuer shall be the continuing Person, or the Person (if other than the Issuer) formed by such consolidation or merger or that acquired or leased such property and assets (the “Surviving Person”)

-72- shall be a corporation organised and validly existing under the laws of the Republic of Singapore and shall expressly assume, by a supplemental trust deed to the Trust Deed, executed and delivered to the Trustee, all the obligations of the Issuer under these Conditions, the Trust Deed and the Notes, and the Trust Deed and the Notes shall remain in full force and effect; (ii) immediately after giving effect to such transaction on a pro forma basis (and treating any Indebtedness which becomes an obligation of the Surviving Person or any Subsidiary as having been Incurred at the time of such transaction), no Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the Issuer or the Surviving Person, as the case may be, shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Issuer immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis, the Issuer or the Surviving Person, as the case may be, could Incur at least S$1.00 of additional Indebtedness under Conditions 5(b)(i)(1) and (2); (v) the Issuer delivers to the Trustee (A) an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with (iii) and (iv) above) and (B) an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental trust deed complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and the Trustee shall be entitled to accept such certificate and opinion as sufficient evidence thereof, in which event it shall be conclusive and binding on the Noteholders; (vi) the Issuer and each Subsidiary Guarantor, unless such Subsidiary Guarantor is the Person with which the Issuer has entered into a transaction described under this Condition, shall execute and deliver a supplemental trust deed to the Trust Deed confirming that its Guarantee of the Notes shall apply to the obligations of the Issuer or the Surviving Person, as the case may be, in accordance with these Conditions, the Trust Deed and the Notes; (vii) except where (A) the Issuer is the Surviving Person or (B) the jurisdiction of incorporation of the Surviving Person is the Republic of Singapore, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the jurisdiction of incorporation of the Issuer and the Surviving Person to the effect that the Noteholders will not recognise income gain or loss for income tax purposes of such jurisdiction as a result of such transaction and will be subject to income tax in such jurisdiction on the same amounts, in the same manner and at the same times as would have been the case if such transaction had not occurred and the Trustee shall be entitled to accept such certificate and opinion as sufficient evidence thereof, in which event it shall be conclusive and binding on the Noteholders; and (viii) no Rating Decline will have occurred. No Subsidiary Guarantor will consolidate with or merge with or into another Person, permit any Person to merge with or into it, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its and its properties and assets (computed on a consolidated basis) in one transaction or a series of related transactions to another Person (other than the Issuer or another Subsidiary Guarantor), unless: (1) such Subsidiary Guarantor shall be the continuing Person, or the Person (if other than it) formed by such consolidation or merger or that acquired or leased such property and assets shall be the Issuer, another Subsidiary Guarantor or shall become a Subsidiary Guarantor concurrently with the transaction; provided that in the event that the Subsidiary Guarantor is not the continuing Person or a separate Person is formed as a result of any consolidation or merger or acquisition or lease of property and assets contemplated herein, such continuing Person or formed Person, as the case may be, shall execute and deliver a supplemental trust deed to the Trust Deed confirming such Person as a Subsidiary Guarantor; (2) immediately after giving effect to such transaction on a pro forma basis (and treating any Indebtedness which becomes an obligation of the Surviving Person or any Subsidiary as having been Incurred at the time of such transaction), no Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis, the Issuer shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Issuer immediately prior to such transaction; (4) immediately after giving effect to such transaction on a pro forma basis, the Issuer could Incur at least S$1.00 of additional Indebtedness under Conditions 5(b)(i)(1) and (2);

-73- (5) the Issuer delivers to the Trustee (A) an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with (3) and (4) immediately above) and (B) an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and the relevant supplemental trust deed complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and the Trustee shall be entitled to accept such certificate and opinion as sufficient evidence thereof, in which event it shall be conclusive and binding on the Noteholders; and (6) no Rating Decline will have occurred, provided that this paragraph shall not apply to any sale or other disposition (not being the sale or disposition of all or substantially all of its properties or assets) that complies with Condition 5(i) (Limitation on Sale and Leaseback Transactions) or Condition 5(j) (Limitation on Asset Sales) or any Subsidiary Guarantor whose Guarantee of the Notes is unconditionally released in accordance with Condition 4(c) (Release of Subsidiary Guarantors). If the Issuer is consolidated with or merged with any Person as permitted above, the Surviving Person will be the successor to the Issuer and shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Trust Deed, and the predecessor Issuer, except in the case of a lease, shall be released from the obligation to pay principal and interest on the Notes. (n) Suspension of Covenants: (i) With effect from the first day (the “Suspension Date”) that: (A) two Rating Agencies have publicly announced that the Notes have been assigned an Investment Grade rating; and (B) no Default or Event of Default has occurred and is continuing, the Issuer, the Subsidiary Guarantors or the Restricted Subsidiaries will not be subject to Conditions 5(b) (Limitation on Indebtedness), 5(c) (Limitation on Restricted Payments), 5(d) (Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries), 5(e) (Limitation on Sales and Issuances of Capital Stock in Restricted Subsidiaries), 5(f) (Limitation on Issuances of Guarantees by Restricted Subsidiaries), 5(i) (Limitation on Sale and Leaseback Transactions), 5(j) (Limitation on Asset Sales) and 5(k) (Limitation on the Issuer’s Business Activities) (collectively, the “Suspended Covenants”). (ii) In the event that the Issuer and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of Condition 5(n)(i) and, on any subsequent date (the “Reversion Date”), any one of the Rating Agencies publicly announces the withdrawal of its ratings or the downgrade of the ratings assigned to the Notes below the required Investment Grade ratings or a Default or Event of Default occurs and is continuing, then the Issuer, the Subsidiary Guarantors and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with effect from the Reversion Date. The period of time between the Suspension Date and the Reversion Date is referred to in these Conditions as the “Suspension Period”. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period. (iii) On the Reversion Date, all Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to (A) Conditions 5(b)(i)(1) and (2) or (B) one of the clauses set forth in Condition 5(b)(ii) (in the context of both (A) and (B), to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to Conditions 5(b)(i)(1) and (2) or one of the clauses set forth in Condition (b)(ii) such Indebtedness will be deemed to have been outstanding on the Original Issue Date so that it is classified as permitted indebtedness under Condition 5(b)(ii)(C). (iv) On the Reversion Date, all Restricted Payments and Permitted Investments declared or made during the Suspension Period will be classified to have been declared or made pursuant to (A) Conditions 5(c)(iv)(B) or (c)(iv)(C) one of the clauses set forth in the definition of “Permitted Investment” (in the context of both (A) and (B), to the extent such Restricted Payments or Investments would be permitted to be Incurred thereunder as of the Reversion Date and giving effect to any Restricted Payment or Investment made prior to the Suspension Period) as though the provisions under Condition 5(c) (Limitation on Restricted Payments) and under the definition of “Permitted Investment” had been in effect during the entire period of time from the Original Issue Date. Accordingly, Restricted Payments

-74- made during the Suspension Period will reduce the amount available to be made as Restricted Payments under Condition 5(c)(iv)(C) (even if such reduction would result in the amount thereunder being a negative number) or otherwise comply with the definition of “Permitted Investment”. To the extent any Restricted Payment would not be so permitted to be declared or made, such Restricted Payment will be deemed a “Permitted Investment.” (v) For purposes of determining compliance with Condition 5(j) (Limitation on Asset Sales) on the Reversion Date, the Net Cash Proceeds from all Asset Sales not applied in accordance with Condition 5(j) (Limitation on Asset Sales) will be deemed to be reset to zero. (o) Designation of Restricted and Unrestricted Subsidiaries (i) The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary; provided that: (A) such designation would not cause a Default; (B) neither the Issuer nor any Restricted Subsidiary provides any Guarantees or provides credit support for the Indebtedness of such Restricted Subsidiary; (C) such Restricted Subsidiary has no outstanding Indebtedness that could trigger a cross-default to the Indebtedness of the Issuer; (D) such Restricted Subsidiary does not own any Disqualified Stock of the Issuer or Disqualified or Preferred Stock of another Restricted Subsidiary or hold any Indebtedness of, or Lien on any property of the Issuer or any Restricted Subsidiary; (E) such Restricted Subsidiary does not own any Capital Stock of the Issuer or another Restricted Subsidiary, and all of its Subsidiaries are Unrestricted Subsidiaries or are being concurrently designated as Unrestricted Subsidiaries in accordance with this Condition 5(o); and (F) the Investment deemed to have been made thereby in such newly designated Unrestricted Subsidiary and each other newly designated Unrestricted Subsidiary being concurrently redesignated would be permitted to be made by Condition 5(c) (Limitation on Restricted Payments). (ii) The Board of Directors of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that: (A) such designation shall not cause a Default; (B) any Indebtedness of such Unrestricted Subsidiary outstanding at the time of such designation which will be deemed to have been Incurred by such newly designated Restricted Subsidiary as a result of such designation would be permitted to be Incurred by Condition 5(b) (Limitation of Indebtedness and Issuance of Preferred Stock and Disqualified Stock); (C) any Lien on the property of such Unrestricted Subsidiary at the time of such designation which will be deemed to have been Incurred by such newly designated Restricted Subsidiary as a result of such designation would be permitted to be Incurred by Condition 5(h) (Limitation on Liens); and (D) such Unrestricted Subsidiary is not a Subsidiary of another Unrestricted Subsidiary (that is not concurrently being designated is a Restricted Subsidiary). (iii) Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions and the Trustee shall be entitled to accept such certificate as sufficient evidence thereof, in which event it shall be conclusive and binding on the Noteholders. (p) Payment Blockage: Neither the Issuer nor any of the Subsidiary Guarantors shall pay principal of, premium, if any, or interest on any Indebtedness that is contractually subordinated in right of payment (by the terms of any documents or instruments relating thereto) to the Notes (“Subordinated Debt Obligations”) (or pay any other obligations relating to Subordinated Debt Obligations) or make any deposit to defease or satisfy and discharge Subordinated Debt Obligations and may not purchase, redeem or otherwise retire any Subordinated Debt Obligations (collectively, “pay the Subordinated Debt Obligations”) if either of the following occurs: (i) any obligation on any of the Notes or under the Trust Deed is not paid in full when due (after giving effect to any applicable grace periods) (a “Payment Default”); or

-75- (ii) any other Default occurs and the Notes are declared to be immediately due and payable in accordance with Condition 14 (Events of Default), unless, in either case, the Payment Default or other Default has been cured or waived and any such acceleration has been rescinded or the Notes have been paid in full.

6. Fixed Rate Note Provisions (a) Application: This Condition 6 (Fixed Rate Note Provisions) is applicable to the Notes only if the Fixed Rate Note Provisions are specified in the relevant Pricing Supplement as being applicable. (b) Accrual of interest: The Notes bear interest from the Interest Commencement Date at the Rate of Interest payable in arrear on each Interest Payment Date, subject as provided in Condition 11 (Payments—Bearer Notes) and Condition 12 (Payments—Registered Notes). Each Note will cease to bear interest from the due date for final redemption unless, upon due presentation, payment of the Redemption Amount is improperly withheld or refused, in which case it will continue to bear interest in accordance with this Condition 6 (as well after as before judgment) until whichever is the earlier of (i) the day on which all sums due in respect of such Note up to that day are received by or on behalf of the relevant Noteholder and (ii) the day which is seven days after the Principal Paying Agent or the Trustee has notified the Noteholders that it has received all sums due in respect of the Notes up to such seventh day (except to the extent that there is any subsequent default in payment). (c) Fixed Coupon Amount: The amount of interest payable in respect of each Note for any Interest Period shall be the relevant Fixed Coupon Amount and, if the Notes are in more than one Specified Denomination, shall be the relevant Fixed Coupon Amount in respect of the relevant Specified Denomination. (d) Calculation of interest amount: The amount of interest payable in respect of each Note for any period for which a Fixed Coupon Amount is not specified shall be calculated by applying the Rate of Interest to the Calculation Amount, multiplying the product by the relevant Day Count Fraction, rounding the resulting figure to the nearest sub-unit of the Specified Currency (half a sub-unit being rounded upwards) and multiplying such rounded figure by a fraction equal to the Specified Denomination of such Note divided by the Calculation Amount. For this purpose a “sub-unit” means, in the case of any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, in the case of euro, means one cent.

7. Floating Rate Note Provisions (a) Application: This Condition 7 (Floating Rate Note Provisions) is applicable to the Notes only if the Floating Rate Note Provisions are specified in the relevant Pricing Supplement as being applicable. (b) Accrual of interest: The Notes bear interest from the Interest Commencement Date at the Rate of Interest payable in arrear on each Interest Payment Date, subject as provided in Condition 11 (Payments—Bearer Notes) and Condition 12 (Payments—Registered Notes). Each Note will cease to bear interest from the due date for final redemption unless, upon due presentation, payment of the Redemption Amount is improperly withheld or refused, in which case it will continue to bear interest in accordance with this Condition (as well after as before judgment) until whichever is the earlier of (i) the day on which all sums due in respect of such Note up to that day are received by or on behalf of the relevant Noteholder and (ii) the day which is seven days after the Principal Paying Agent or the Trustee has notified the Noteholders that it has received all sums due in respect of the Notes up to such seventh day (except to the extent that there is any subsequent default in payment). (c) Screen Rate Determination: If Screen Rate Determination is specified in the relevant Pricing Supplement as the manner in which the Rate(s) of Interest is/are to be determined, the Rate of Interest applicable to the Notes for each Interest Period will be determined by the Calculation Agent on the following basis: (i) if the Reference Rate is a composite quotation or customarily supplied by one entity, the Calculation Agent will determine the Reference Rate which appears on the Relevant Screen Page as of the Relevant Time on the relevant Interest Determination Date; (ii) in any other case, the Calculation Agent will determine the arithmetic mean of the Reference Rates which appear on the Relevant Screen Page as of the Relevant Time on the relevant Interest Determination Date;

-76- (iii) if, in the case of (i) above, such rate does not appear on that page or, in the case of (ii) above, fewer than two such rates appear on that page or if, in either case, the Relevant Screen Page is unavailable, the Calculation Agent will: (A) request the principal Relevant Financial Centre office of each of the Reference Banks to provide a quotation of the Reference Rate at approximately the Relevant Time on the Interest Determination Date to prime banks in the Relevant Financial Centre interbank market in an amount that is representative for a single transaction in that market at that time; and (B) determine the arithmetic mean of such quotations; and (iv) if fewer than two such quotations are provided as requested, the Calculation Agent will determine the arithmetic mean of the rates (being the nearest to the Reference Rate, as determined by the Calculation Agent) quoted by major banks in the Principal Financial Centre of the Specified Currency, selected by the Calculation Agent, at approximately 11.00 a.m. (local time in the Principal Financial Centre of the Specified Currency) on the first day of the relevant Interest Period for loans in the Specified Currency to leading European banks for a period equal to the relevant Interest Period and in an amount that is representative for a single transaction in that market at that time, and the Rate of Interest for such Interest Period shall be the sum of the Margin and the rate or (as the case may be) the arithmetic mean so determined; provided, however, that if the Calculation Agent is unable to determine a rate or (as the case may be) an arithmetic mean in accordance with the above provisions in relation to any Interest Period, the Rate of Interest applicable to the Notes during such Interest Period will be the sum of the Margin and the rate or (as the case may be) the arithmetic mean last determined in relation to the Notes in respect of a preceding Interest Period. (d) ISDA Determination: If ISDA Determination is specified in the relevant Pricing Supplement as the manner in which the Rate(s) of Interest is/are to be determined, the Rate of Interest applicable to the Notes for each Interest Period will be the sum of the Margin and the relevant ISDA Rate where “ISDA Rate”in relation to any Interest Period means a rate equal to the Floating Rate (as defined in the ISDA Definitions) that would be determined by the Calculation Agent under an interest rate swap transaction if the Calculation Agent were acting as Calculation Agent for that interest rate swap transaction under the terms of an agreement incorporating the ISDA Definitions and under which: (i) the Floating Rate Option (as defined in the ISDA Definitions) is as specified in the relevant Pricing Supplement; (ii) the Designated Maturity (as defined in the ISDA Definitions) is a period specified in the relevant Pricing Supplement; and (iii) the relevant Reset Date (as defined in the ISDA Definitions) is either (A) if the relevant Floating Rate Option is based on (x) the London inter-bank offered rate (LIBOR), (y) the Eurozone inter-bank offered rate (EURIBOR) or (z) the Singapore inter-bank offered rate (SIBOR) for a currency, the first day of that Interest Period or (B) in any other case, as specified in the relevant Pricing Supplement. (e) Maximum or Minimum Rate of Interest: If any Maximum Rate of Interest or Minimum Rate of Interest is specified in the relevant Pricing Supplement, then the Rate of Interest shall in no event be greater than the maximum or be less than the minimum so specified. (f) Calculation of Interest Amount: The Calculation Agent will, as soon as practicable after the time at which the Rate of Interest is to be determined in relation to each Interest Period, calculate the Interest Amount payable in respect of each Note for such Interest Period. The Interest Amount will be calculated by applying the Rate of Interest for such Interest Period to the Calculation Amount, multiplying the product by the relevant Day Count Fraction, rounding the resulting figure to the nearest sub-unit of the Specified Currency (half a sub-unit being rounded upwards) and multiplying such rounded figure by a fraction equal to the Specified Denomination of the relevant Note divided by the Calculation Amount. For this purpose a “sub-unit” means, in the case of any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, in the case of euro, means one cent. (g) Calculation of other amounts: If the relevant Pricing Supplement specifies that any other amount is to be calculated by the Calculation Agent, the Calculation Agent will, as soon as practicable after the time or times at which any such amount is to be determined, calculate the relevant amount. The relevant amount will be calculated by the Calculation Agent in the manner specified in the relevant Pricing Supplement. (h) Publication: The Calculation Agent will cause each Rate of Interest and Interest Amount determined by it, together with the relevant Interest Payment Date, and any other amount(s) required to be determined by it

-77- together with any relevant payment date(s) to be notified to the Paying Agents and the Trustee as soon as practicable after such determination but (in the case of each Rate of Interest, Interest Amount and Interest Payment Date) in any event not later than the first day of the relevant Interest Period. Notice thereof shall also promptly be given by the Issuer to the Noteholders and each competent authority, stock exchange and/ or quotation system (if any) by which the Notes have then been admitted to listing, trading and/or quotation. The Calculation Agent will be entitled to recalculate any Interest Amount (on the basis of the foregoing provisions) without notice in the event of an extension or shortening of the relevant Interest Period. If the Calculation Amount is less than the minimum Specified Denomination the Calculation Agent shall not be obliged to publish each Interest Amount but instead may publish only the Calculation Amount and the Interest Amount in respect of a Note having the minimum Specified Denomination. (i) Notifications etc: All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Condition by the Calculation Agent will (in the absence of manifest error) be binding on the Issuer, the Paying Agents, the Noteholders and the Couponholders and (subject as aforesaid) no liability to any such Person will attach to the Calculation Agent in connection with the exercise or non-exercise by it of its powers, duties and discretions for such purposes.

8. Zero Coupon Note Provisions (a) Application: This Condition 8 (Zero Coupon Note Provisions) is applicable to the Notes only if the Zero Coupon Note Provisions are specified in the relevant Pricing Supplement as being applicable. (b) Late payment on Zero Coupon Notes: If the Redemption Amount payable in respect of any Zero Coupon Note is improperly withheld or refused, the Redemption Amount shall thereafter be an amount equal to the sum of: (i) the Reference Price; and (ii) the product of the Accrual Yield (compounded annually) being applied to the Reference Price on the basis of the relevant Day Count Fraction from (and including) the Issue Date to (but excluding) whichever is the earlier of (i) the day on which all sums due in respect of such Note up to that day are received by or on behalf of the relevant Noteholder and (ii) the day which is seven days after the Principal Paying Agent has notified the Noteholders that it has received all sums due in respect of the Notes up to such seventh day (except to the extent that there is any subsequent default in payment).

9. Dual Currency Note Provisions (a) Application: This Condition 9 (Dual Currency Note Provisions) is applicable to the Notes only if the Dual Currency Note Provisions are specified in the relevant Pricing Supplement as being applicable. (b) Rate of Interest: If the rate or amount of interest falls to be determined by reference to an exchange rate, the rate or amount of interest payable shall be determined in the manner specified in the relevant Pricing Supplement.

10. Redemption and Purchase (a) Scheduled redemption: Unless previously redeemed, or purchased and cancelled, the Notes will be redeemed at their Final Redemption Amount on the Maturity Date, subject as provided in Condition 11 (Payments—Bearer Notes) and Condition 12 (Payments—Registered Notes). (b) Redemption for tax reasons: The Notes may be redeemed at the option of the Issuer in whole, but not in part: (i) at any time (unless the Floating Rate Note Provisions are specified in the relevant Pricing Supplement as being applicable); or (ii) on any Interest Payment Date (if the Floating Rate Note Provisions are specified in the relevant Pricing Supplement as being applicable), on giving not less than 30 nor more than 60 days’ notice to the Noteholders, or such other period(s) as may be specified in the relevant Pricing Supplement, (which notice shall be irrevocable), at their Early Redemption Amount (Tax), together with interest accrued but unpaid (if any) to the date fixed for redemption, if, immediately before giving such notice, the Issuer satisfies the Trustee that (A) the Issuer has or will become obliged to pay Additional Amounts as provided or referred to in Condition 13 (Taxation)as a result of any change in, or amendment to, the laws or regulations of Singapore or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official

-78- interpretation of such laws or regulations (including a holding by a court of competent jurisdiction), which change or amendment becomes effective on or after the date of issue of the first Tranche of the Notes; and (B) such obligation cannot be avoided by the Issuer taking reasonable measures available to it, provided, however, that no such notice of redemption shall be given earlier than: (1) where the Notes may be redeemed at any time, 90 days (or such other period as may be specified in the relevant Pricing Supplement) prior to the earliest date on which the Issuer would be obliged to pay such Additional Amounts if a payment in respect of the Notes were then due; or (2) where the Notes may be redeemed only on an Interest Payment Date, 60 days (or such other period as may be specified in the relevant Pricing Supplement) prior to the Interest Payment Date occurring immediately before the earliest date on which the Issuer would be obliged to pay such Additional Amounts if a payment in respect of the Notes were then due. Prior to the publication of any notice of redemption pursuant to this paragraph, the Issuer shall deliver or procure that there is delivered to the Trustee (x) a certificate signed by two directors of the Issuer stating that the circumstances in (A) and (B) prevail and setting out the details of such circumstances and (y) an opinion in form and substance satisfactory to the Trustee of independent legal advisers of recognised standing to the effect that the Issuer has or will become obliged to pay such Additional Amounts as a result of such change or amendment. The Trustee shall be entitled to accept and rely upon such certificate and opinion (without further investigation or enquiry) as sufficient evidence of the satisfaction of the circumstances set out in (A) or (B), in which event it shall be conclusive and binding on the Noteholders. Upon the expiry of any such notice as is referred to in this Condition 10(b), the Issuer shall be bound to redeem the Notes in accordance with this Condition 10(b). (c) Redemption at the option of the Issuer: If the Call Option is specified in the relevant Pricing Supplement as being applicable, the Notes may be redeemed at the option of the Issuer in whole or, if so specified in the relevant Pricing Supplement, in part on any Optional Redemption Date (Call) at the relevant Optional Redemption Amount (Call) on the Issuer’s giving not less than 30 nor more than 60 days’ (or such other period as may be specified in the relevant Pricing Supplement) notice to the Noteholders, the Trustee, the Registrar and the Principal Paying Agent (which notice shall be irrevocable and shall oblige the Issuer to redeem the Notes or, as the case may be, the Notes specified in such notice on the relevant Optional Redemption Date (Call) at the Optional Redemption Amount (Call) plus accrued but unpaid interest (if any) to such date). (d) Partial redemption: If the Notes are to be redeemed in part only on any date in accordance with Condition 10(c) (Redemption at the option of the Issuer), in the case of Bearer Notes, the Notes to be redeemed shall be selected by the drawing of lots in such place as the Trustee approves and in such manner as the Trustee considers appropriate, subject to compliance with applicable law, the rules of each competent authority, stock exchange and/or quotation system (if any) by which the Notes have then been admitted to listing, trading and/or quotation and the notice to Noteholders referred to in Condition 10(c) (Redemption at the option of the Issuer) shall specify the serial numbers of the Notes so to be redeemed, and, in the case of Registered Notes, each Note shall be redeemed in part in the proportion which the aggregate principal amount of the outstanding Notes to be redeemed on the relevant Optional Redemption Date (Call) bears to the aggregate principal amount of outstanding Notes on such date. If any Maximum Redemption Amount or Minimum Redemption Amount is specified in the relevant Pricing Supplement, then the Optional Redemption Amount (Call) shall in no event be greater than the maximum or be less than the minimum so specified. (e) Redemption at the option of Noteholders: If the Put Option is specified in the relevant Pricing Supplement as being applicable, the Issuer shall, at the option of the Holder of any Note redeem such Note on the Optional Redemption Date (Put) specified in the relevant Put Option Notice at the relevant Optional Redemption Amount (Put) together with interest accrued but unpaid (if any) to such date. In order to exercise the option contained in this Condition 10(e), the Holder of a Note must, not less than 30 nor more than 60 days (or such other period as may be specified in the relevant Pricing Supplement) before the relevant Optional Redemption Date (Put), deposit with any Paying Agent such Note together with all unmatured Coupons relating thereto and a duly completed Put Option Notice in the form obtainable from any Paying Agent. The Paying Agent with which a Note is so deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder. No Note, once deposited with a duly completed Put Option Notice in accordance with this Condition 10(e), may be withdrawn; provided, however, that if, prior to the relevant Optional Redemption Date (Put), any such Note becomes immediately due and payable or, upon due presentation of any such Note on the relevant Optional Redemption Date (Put), payment of the redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification

-79- thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt. For so long as any outstanding Note is held by a Paying Agent in accordance with this Condition 10(e), the depositor of such Note and not such Paying Agent shall be deemed to be the Holder of such Note for all purposes. (f) Redemption for Change of Control: If the redemption for Change of Control is specified in the relevant Pricing Supplement as being applicable, the Issuer shall, at the option of the Holder of any Note, redeem all (but not some only) of that Noteholder’s Notes on the Change of Control Put Date at the Early Redemption Amount (Change of Control), together with interest accrued but unpaid (if any) up to, but excluding the Change of Control Put Date. To exercise such right, the holder of the relevant Note must deposit at the Specified Office of any Paying Agent a duly completed and signed notice of redemption, in the form for the time being current, obtainable from the Specified Office of any Paying Agent (a “Change of Control Put Exercise Notice”), together with the Note Certificates evidencing the Notes to be redeemed by not later than 60 days (or such other period as may be specified in the relevant Pricing Supplement) following a Change of Control, or, if later, 60 days (or such other period as may be specified in the relevant Pricing Supplement) following the date upon which notice thereof is given to Noteholders by the Issuer in accordance with Condition 21 (Notices). The “Change of Control Put Date” shall be the 14th day after the expiry of such period of 60 days (or such other period as may be specified in the relevant Pricing Supplement) as referred to above. A Put Exercise Notice, once delivered, shall be irrevocable and the Issuer shall redeem the Notes subject to the Put Exercise Notices delivered as aforesaid. The Issuer shall give notice to Noteholders, the Trustee and the Principal Paying Agent in accordance with Condition 21 (Notices) by not later than 14 days following the first day on which it becomes aware of the occurrence of a Change of Control, which notice shall specify the procedure for exercise by holders of their rights to require redemption of the Notes pursuant to this Condition 10(f) (Redemption for Change of Control). (g) Redemption for Excess Proceeds: The Issuer shall, at the option of the Holder of any Note, redeem all or a portion of Noteholder’s Notes (as set forth in Condition 5(j) (Limitation on Asset Sales) on the Excess Proceeds Put Date at the Early Redemption Amount (Excess Proceeds), together with interest accrued but unpaid (if any) up to, but excluding the Excess Proceeds Put Date. To exercise such right, the holder of the relevant Note must deposit at the Specified Office of any Paying Agent a duly completed and signed notice of redemption, in the form for the time being current, obtainable from the Specified Office of any Paying Agent (a “Excess Proceeds Put Exercise Notice”), together with the Note Certificates evidencing the Notes to be redeemed by not later than 60 days (or such other period as may be specified in the relevant Pricing Supplement) following the date upon which notice of Redemption for Excess Proceeds is given to Noteholders by the Issuer in accordance with Condition 21 (Notices). The “Excess Proceeds Put Date” shall be the 14th day after the expiry of such period of 60 days (or such other period as may be specified in the relevant Pricing Supplement) as referred to above. The Issuer shall give notice to Noteholders, the Trustee and the Principal Paying Agent in accordance with Condition 21 (Notices) within 30 days (or such other period as may be specified in the relevant Pricing Supplement) from the date when accumulated Excess Proceeds exceed S$20.0 million, which notice shall specify the procedure for exercise by holders of their rights to require redemption of the Notes pursuant to this Condition 10(g) (Redemption for Excess Proceeds). On the Excess Proceeds Put Date, the Issuer shall (i) accept for payment on a pro rata basis (or by any other method the Trustee considers reasonable, and in the case of a Global Note or a Global Note Certificate deposited with The Central Depository (Pte) Limited, in accordance with the applicable procedures of the Central Depository (Pte) Limited) Notes or portions thereof (in the principal amount set forth in and as allocated pursuant to Condition 5(j) (Limitation on Asset Sales)) tendered pursuant to this paragraph (g); (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted; and (iii) deliver, or cause to be delivered, to the Trustee all Notes or portions thereof so accepted together with an Officer’s Certificate specifying the Notes or portions thereof accepted for payment by the Issuer. The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to the purchase price, and the Trustee or an authenticating agent shall promptly authenticate and mail to such Holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered; provided that each Note purchased and each new Note issued shall be in denominations as set forth in these Conditions and the Trust Deed. The Issuer will publicly announce the results of Redemption for Excess Proceeds as soon as practicable after the Excess Proceeds Put Date.

-80- (h) Equity Clawback Option: If the Equity Clawback Option is specified in the relevant Pricing Supplement as being applicable, the Notes may be redeemed at the option of the Issuer on any Optional Redemption Date (Call) falling on or prior to the Equity Clawback Option Date, in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Notes originally issued at the Early Redemption Amount (Equity Clawback), on the Issuer’s giving not less than 30 nor more than 60 days’ (or such other period as may be specified in the relevant Pricing Supplement) notice to the Noteholders, the Trustee, the Registrar and the Principal Paying Agent (which notice shall be irrevocable and shall oblige the Issuer to redeem the Notes or, as the case may be, the Notes specified in such notice on the relevant Optional Redemption Date (Call) at the Optional Redemption Amount (Call) plus accrued but unpaid interest (if any) to such date), with the Net Cash Proceeds from one or more Equity Offerings, provided that: (i) at least 65% of the aggregate principal amount of the Notes remains outstanding immediately after the occurrence of each such redemption; and (ii) each such redemption occurs within 60 days after the closing date of the related Equity Offering. (i) No other redemption: The Issuer shall not be entitled to redeem the Notes otherwise than as provided in paragraphs 10(a) to 10(h) above. (j) Early redemption of Zero Coupon Notes: Unless otherwise specified in the relevant Pricing Supplement, the Redemption Amount payable on redemption of a Zero Coupon Note at any time before the Maturity Date shall be an amount equal to the sum of: (i) the Reference Price; and (ii) the product of the Accrual Yield (compounded annually) being applied to the Reference Price from (and including) the Issue Date to (but excluding) the date fixed for redemption or (as the case may be) the date upon which the Note becomes due and payable. Where such calculation is to be made for a period which is not a whole number of years, the calculation in respect of the period of less than a full year shall be made on the basis of such Day Count Fraction as may be specified in the Pricing Supplement for the purposes of this Condition 10(j) or, if none is so specified, a Day Count Fraction of 30/360. (k) Purchase: The Issuer or any of its Subsidiaries may at any time purchase Notes in the open market or otherwise and at any price, provided that all unmatured Coupons are purchased therewith. The Notes so purchased, while held by or on behalf of the Issuer or any such Subsidiary, shall not entitle the holder to vote at any meetings of the Noteholders and shall not be deemed to be outstanding for the purposes of calculating quorums at meetings of the Noteholders or for the purposes of Condition 18 (Meetings of Noteholders). (l) Cancellation: All Notes so redeemed or purchased by the Issuer or any of its Subsidiaries and any unmatured Coupons attached to or surrendered with them may either (i) subject to compliance with applicable law and regulation, be held by the Issuer or such Subsidiary and subsequently reissued or resold or (ii) be cancelled, in which case they may not be reissued or resold. (m) Calculations: Neither the Trustee nor any of the Agents shall be responsible for calculating or verifying the calculations of any amount payable under any notice of redemption and shall not be liable to the Noteholders or any other person for not doing so. (n) No duty to monitor: The Trustee shall not be obliged to take any steps to ascertain whether a Change of Control, Potential Event of Default or Event of Default has occurred or to monitor the occurrence of any Change of Control, Potential Event of Default or Event of Default, and shall not be liable to the Noteholders or any other person for not doing so.

11. Payments—Bearer Notes This Condition 11 is only applicable to Bearer Notes. (a) Principal: Payments of principal shall be made only against presentation and (provided that payment is made in full) surrender of Bearer Notes at the Specified Office of any Paying Agent outside the United States (i) in the case of a currency other than Renminbi, by transfer to an account denominated in the currency in which payment is due (or, if that currency is euro, any other account to which euro may be credited or transferred) and maintained by the payee with, a bank in the Principal Financial Centre of that currency, and (ii) in the case of Renminbi, by transfer to an account denominated in that currency and maintained by the payee with a bank in the Principal Financial Centre of that currency.

-81- (b) Interest: Payments of interest shall, subject to paragraph (h) below, be made only against presentation and (provided that payment is made in full) surrender of the appropriate Coupons at the Specified Office of any Paying Agent outside the United States in the manner described in paragraph (a) above. (c) Payments in New York City: Payments of principal or interest may be made at the Specified Office of a Paying Agent in New York City if (i) the Issuer has appointed Paying Agents outside the United States with the reasonable expectation that such Paying Agents will be able to make payment of the full amount of the interest on the Notes in the currency in which the payment is due when due, (ii) payment of the full amount of such interest at the offices of all such Paying Agents is illegal or effectively precluded by exchange controls or other similar restrictions and (iii) payment is permitted by applicable United States law. (d) Payments subject to fiscal laws: All payments in respect of the Bearer Notes are subject in all cases to (i) any fiscal or other laws and regulations applicable thereto in the place of payment, but without prejudice to the provisions of Condition 13 (Taxation) and (ii) any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or (without prejudice to the provisions of Condition 13 (Taxation)) any law implementing an intergovernmental approach thereto. No commissions or expenses shall be charged to the Noteholders or Couponholders in respect of such payments. (e) Deductions for unmatured Coupons: If the relevant Pricing Supplement specifies that the Fixed Rate Note Provisions are applicable and a Bearer Note is presented without all unmatured Coupons relating thereto: (i) if the aggregate amount of the missing Coupons is less than or equal to the amount of principal due for payment, a sum equal to the aggregate amount of the missing Coupons will be deducted from the amount of principal due for payment; provided, however, that if the gross amount available for payment is less than the amount of principal due for payment, the sum deducted will be that proportion of the aggregate amount of such missing Coupons which the gross amount actually available for payment bears to the amount of principal due for payment; (ii) if the aggregate amount of the missing Coupons is greater than the amount of principal due for payment: (A) so many of such missing Coupons shall become void (in inverse order of maturity) as will result in the aggregate amount of the remainder of such missing Coupons (the “Relevant Coupons”) being equal to the amount of principal due for payment; provided, however, that where this sub-paragraph would otherwise require a fraction of a missing Coupon to become void, such missing Coupon shall become void in its entirety; and (B) a sum equal to the aggregate amount of the Relevant Coupons (or, if less, the amount of principal due for payment) will be deducted from the amount of principal due for payment; provided, however, that, if the gross amount available for payment is less than the amount of principal due for payment, the sum deducted will be that proportion of the aggregate amount of the Relevant Coupons (or, as the case may be, the amount of principal due for payment) which the gross amount actually available for payment bears to the amount of principal due for payment. Each sum of principal so deducted shall be paid in the manner provided in paragraph (a) above against presentation and (provided that payment is made in full) surrender of the relevant missing Coupons. (f) Unmatured Coupons void: If the relevant Pricing Supplement specifies that this Condition 11(f) is applicable or that the Floating Rate Note Provisions are applicable, on the due date for final redemption of any Note or early redemption in whole of such Note pursuant to Condition 10(b) (Redemption for tax reasons), Condition 10(e) (Redemption at the option of Noteholders), Condition 10(c) (Redemption at the option of the Issuer), Condition 10(f) (Redemption for Change of Control) or Condition 14 (Events of Default), all unmatured Coupons relating thereto (whether or not still attached) shall become void and no payment will be made in respect thereof. (g) Payments on business days: If the due date for payment of any amount in respect of any Bearer Note or Coupon is not a Payment Business Day in the place of presentation, the Holder shall not be entitled to payment in such place of the amount due until the next succeeding Payment Business Day in such place and shall not be entitled to any further interest or other payment in respect of any such delay. (h) Payments other than in respect of matured Coupons: Payments of interest other than in respect of matured Coupons shall be made only against presentation of the relevant Bearer Notes at the Specified Office of any Paying Agent outside the United States (or in New York City if permitted by paragraph (c) above).

-82- (i) Partial payments: If a Paying Agent makes a partial payment in respect of any Bearer Note or Coupon presented to it for payment, such Paying Agent will endorse thereon a statement indicating the amount and date of such payment. (j) Exchange of Talons: On or after the maturity date of the final Coupon which is (or was at the time of issue) part of a Coupon Sheet relating to the Bearer Notes, the Talon forming part of such Coupon Sheet may be exchanged at the Specified Office of the Principal Paying Agent for a further Coupon Sheet (including, if appropriate, a further Talon but excluding any Coupons in respect of which claims have already become void pursuant to Condition 15 (Prescription). Upon the due date for redemption of any Bearer Note, any unexchanged Talon relating to such Note shall become void and no Coupon will be delivered in respect of such Talon.

12. Payments—Registered Notes This Condition 12 is only applicable to Registered Notes. (a) Principal: Payments of principal shall be made (i) by transfer to an account denominated in the currency in which payment is due (or, if that currency is euro, any other account to which euro may be credited or transferred) and maintained by the payee with, a bank in the Principal Financial Centre of that currency and (ii) in the case of Renminbi, by transfer to an account denominated in that currency and maintained by the payee with a bank in the Principal Financial Centre of that currency, and (in the case of redemption) upon surrender or (in the case of part payment only) endorsement of the relevant Note Certificates at the Specified Office of any Paying Agent. (b) Interest: Payments of interest shall (i) in the case of a currency other than Renminbi, be made by transfer to an account denominated in the currency in which payment is due (or, if that currency is euro, any other account to which euro may be credited or transferred) and maintained by the payee with, a bank in the Principal Financial Centre of that currency and (ii) in the case of Renminbi, by transfer to an account denominated in that currency and maintained by the payee with a bank in the Principal Financial Centre of that currency, and (in the case of interest payable on redemption) upon surrender or (in the case of part payment only) endorsement of the relevant Note Certificates at the Specified Office of any Paying Agent. (c) Payments subject to fiscal laws: All payments in respect of the Registered Notes are subject in all cases to (i) any fiscal or other laws and regulations applicable thereto in the place of payment, but without prejudice to the provisions of Condition 13 (Taxation) and (ii) any withholding or deduction required pursuant to an agreement described in Section 1471(b) of Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or (without prejudice to the provisions of Condition 13 (Taxation)) any law implementing an intergovernmental approach thereto. No commissions or expenses shall be charged to the Noteholders or Couponholders in respect of such payments. (d) Payments on business days: Where payment is to be made by transfer to an account, payment instructions (for value the due date, or, if the due date is not Payment Business Day, for value the next succeeding Payment Business Day) will be initiated (i) (in the case of payments of principal and interest payable on redemption) on the later of the due date for payment and the day on which the relevant Note Certificate is surrendered (or, in the case of part payment only, endorsed) at the Specified Office of a Paying Agent and (ii) (in the case of payments of interest payable other than on redemption) on the due date for payment. A Holder of a Registered Note shall not be entitled to any interest or other payment in respect of any delay in payment resulting from the due date for a payment not being a Payment Business Day. (e) Partial payments: If a Paying Agent makes a partial payment in respect of any Registered Note, the Issuer shall procure that the amount and date of such payment are noted on the Register and, in the case of partial payment upon presentation of a Note Certificate, that a statement indicating the amount and the date of such payment is endorsed on the relevant Note Certificate. (f) Record date: Each payment in respect of a Registered Note will be made to the person shown as the Holder in the Register at the close of business in the place of the Registrar’s Specified Office on the fifteenth day before the due date for such payment (the “Record Date”). So long as the Global Certificate is held on behalf of Euroclear, Clearstream or any other clearing system, each payment in respect of the Global Certificate will be made to the person shown as the holder in the Register at the opening of business of the relevant clearing system on the Clearing System Business Day before the due date for such payments, where “Clearing System Business Day” means a weekday (Monday to Friday, inclusive) except 25 December and 1 January.

-83- 13. Taxation (a) Gross up: All payments of principal and interest in respect of the Notes and the Coupons by or on behalf of the Issuer or any of the Subsidiary Guarantors shall be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of Singapore or any political subdivision therein or any authority therein or thereof having power to tax, unless the withholding or deduction of such taxes, duties, assessments, or governmental charges is required by law. In that event, the Issuer or (as the case may be) such Subsidiary Guarantor(s) shall pay such additional amounts (the “Additional Amounts”) as will result in receipt by the Noteholders and the Couponholders after such withholding or deduction of such amounts as would have been received by them had no such withholding or deduction been required, except that no such Additional Amounts shall be payable in respect of any Note or Coupon: (i) held by or on behalf of a Holder which is liable to such taxes, duties, assessments or governmental charges in respect of such Note or Coupon by reason of its having some connection with the jurisdiction by which such taxes, duties, assessments or charges have been imposed, levied, collected, withheld or assessed other than the mere holding of the Note or Coupon or where the withholding or deduction could be avoided by the Holder making a declaration of non-residence or other similar claim for exemption to the appropriate authority which such Holder is legally capable and competent of making but fails to do so; or (ii) where the relevant Note or Coupon or Note Certificate is presented or surrendered for payment more than 30 days after the Relevant Date except to the extent that the Holder of such Note or Coupon would have been entitled to such additional amounts on presenting or surrendering such Note or Coupon or Note Certificate for payment on the last day of such period of 30 days. (b) Taxing jurisdiction: If the Issuer or any of the Subsidiary Guarantors becomes subject at any time to any taxing jurisdiction other than Singapore, references in these Conditions to Singapore shall be construed as references to Singapore and/or such other jurisdiction. (c) Trustee and Agents: Neither the Trustee nor any Agent shall be responsible for paying any tax, duty, charges, withholding or other payment referred to in this Condition 13 or for determining whether such amounts are payable or the amount thereof, and none of them shall be responsible or liable for any failure by the Issuer, any Subsidiary Guarantor, any Noteholder or any third party to pay such tax, duty, charges, withholding or other payment in any jurisdiction or to provide any notice or information to the Trustee or any Agent that would permit, enable or facilitate the payment of any principal, premium (if any), interest or other amount under or in respect of the Notes without deduction or withholding for or on account of any tax, duty, charge, withholding or other payment imposed by or in any jurisdiction.

14. Events of Default If any of the following events (each, an “Event of Default”) occurs and is continuing, then the Trustee at its discretion may and, if so requested in writing by Holders of at least 25 per cent. of the aggregate principal amount of the then outstanding Notes or if so directed by an Extraordinary Resolution, shall (subject to the Trustee having been indemnified and/or provided with security and/or pre-funded to its satisfaction) give written notice to the Issuer declaring the Notes to be immediately due and payable, whereupon they shall become immediately due and payable at their principal amount together with accrued but unpaid interest (if any) without further action or formality: (a) Non-payment: the Issuer fails to pay any amount of principal in respect of the Notes no later than one Business Day following the due date for payment thereof or fails to pay any amount of interest in respect of the Notes within three Business Days of the due date for payment thereof; or (b) Breach of other obligations: the Issuer or any of the Subsidiary Guarantors defaults in the performance or observance of any of their respective other obligations under or in respect of these Conditions, the Trust Deed and the Notes and such default (i) is incapable of remedy or (ii) being a default which is capable of remedy, remains unremedied for 30 days; or (c) Cross-default of Issuer or Subsidiary: (i) any Indebtedness of the Issuer or any of its Subsidiaries is not paid when due or (as the case may be) within any originally applicable grace period; or (ii) any such Indebtedness becomes (or becomes capable of being declared) due and payable prior to its stated maturity otherwise than at the option of the Issuer or (as the case may be) the relevant Subsidiary

-84- or (provided that no event of default, howsoever described, has occurred) any person entitled to such Indebtedness; or (iii) the Issuer, any of the Subsidiary Guarantors or any of their respective Subsidiaries fails to pay when due any amount payable by it under any Guarantee of any Indebtedness, provided that the amount of Indebtedness referred to in sub-paragraph (i) and/or sub-paragraph (ii) above, individually or in the aggregate, exceeds S$5.0 million (or the Singapore Dollar equivalent thereof); or (d) Unsatisfied judgment: one or more judgment(s) or order(s) for the payment of any amount is rendered against any material part of the undertaking, assets or revenues of the Issuer or any of its Subsidiaries and continue(s) unsatisfied and unstayed for a period of 30 days after the date(s) thereof or, if later, the date therein specified for payment; or (e) Security enforced: a secured party takes possession, or a receiver, manager or other similar officer is appointed, of the whole or any part of the undertaking, assets and revenues of the Issuer or any of its Restricted Subsidiaries; or (f) Insolvency, etc: (i) the Issuer or any of its Subsidiaries becomes insolvent or is unable to pay its debts as they fall due, (ii) an administrator or liquidator of the Issuer or any of its Subsidiaries or the whole or any part of the undertaking, assets and revenues of the Issuer or any of its Subsidiaries is appointed (or application for any such appointment is made), (iii) the Issuer or any of its Subsidiaries takes any action for a readjustment or deferment of any of its obligations or makes a general assignment or an arrangement or composition with or for the benefit of its creditors or declares a moratorium in respect of any part of its Indebtedness or (iv) the Issuer or any of its Subsidiaries ceases or threatens to cease to carry on all or any substantial part of its business (otherwise than, in the case of a Subsidiary of the Issuer only, for the purposes of or pursuant to an amalgamation, reorganisation or restructuring whilst solvent provided that all or substantially all of the assets subsisting immediately prior to such amalgamation, reorganisation or restructuring are transferred to or otherwise vested in the Issuer or one or more of its other Subsidiaries or as a result of a disposal on arm’s length terms or for the purpose of pursuant to an amalgamation, reorganisation or restructuring on terms approved by an Extraordinary Resolution of Noteholders); or (g) Winding up, etc: an order is made or an effective resolution is passed for the winding up, liquidation or dissolution of the Issuer or any of its Restricted Subsidiaries (otherwise than, in the case of a Restricted Subsidiary of the Issuer, for the purposes of or pursuant to an amalgamation, reorganisation or restructuring whilst solvent); or (h) Analogous event: any event occurs which under the laws of Singapore has an analogous effect to any of the events referred to in paragraphs (d) (Unsatisfied judgment) to (g) (Winding up etc.) above; or (i) Failure to take action, etc: any action, condition or thing at any time required to be taken, fulfilled or done in order (i) to enable the Issuer and/or the Subsidiary Guarantors lawfully to enter into, exercise its rights and perform and comply with its obligations under and in respect of the Notes, the Coupons or the Trust Deed, (ii) to ensure that those obligations are legal, valid, binding and enforceable and (iii) to make the Notes, the Coupons and the Trust Deed admissible in evidence in the courts of Singapore is not taken, fulfilled or done (in the case of any condition or action required to be taken, fulfilled or done by law, within the time period prescribed by the relevant law); or (j) Unlawfulness: it is or will become unlawful for the Issuer and/or the Subsidiary Guarantors to perform or comply with any of their respective obligations under or in respect of the Notes or the Trust Deed; or (k) Government intervention: (i) all or any material part of the undertaking, assets and revenues of the Issuer is condemned, seized or otherwise appropriated by any Person acting under the authority of any national, regional or local government or (ii) the Issuer is prevented by any such Person from exercising normal control over all or a material part of its undertaking, assets and revenues; or (l) Cessation of business: the Issuer, any of the Subsidiary Guarantors or any of their respective Subsidiaries ceases or threatens to cease to carry on all or any material part of its business (other than as a result of an Asset Sale permitted by Condition 5(j) (Limitation on Asset Sales); or (m) Guarantees of the Notes not in force: any of the Guarantees of the Notes is not (or is claimed by any of the Subsidiary Guarantors not to be) in full force and effect; or (n) Declared company: the Issuer or any of the Subsidiary Guarantors or any of their respective Subsidiaries is declared by the Minister of Finance to be a declared company under the provisions of Part IX of the Companies Act, Chapter 50 of Singapore.

-85- In this Condition 14 (Events of Default): “Business Day” means any day (other than a Sunday or a Saturday) on which commercial banks and foreign exchange markets are open for business in Singapore.

15. Prescription Claims for principal in respect of Bearer Notes shall become void unless the relevant Bearer Notes are presented for payment within ten years of the appropriate Relevant Date. Claims for interest in respect of Bearer Notes shall become void unless the relevant Coupons are presented for payment within five years of the appropriate Relevant Date. Claims for principal and interest on redemption in respect of Registered Notes shall become void unless the relevant Note Certificates are surrendered for payment within ten years of the appropriate Relevant Date.

16. Replacement of Notes and Coupons If any Note, Note Certificate or Coupon is lost, stolen, mutilated, defaced or destroyed, it may be replaced at the Specified Office of the Principal Paying Agent, in the case of Bearer Notes, or the Registrar, in the case of Registered Notes (and, if the Notes are then admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system which requires the appointment of a Paying Agent or Transfer Agent in any particular place, the Paying Agent or Transfer Agent having its Specified Office in the place required by such competent authority, stock exchange and/or quotation system), subject to all applicable laws and competent authority, stock exchange and/or quotation system requirements, upon payment by the claimant of the expenses incurred in connection with such replacement and on such terms as to evidence, security, indemnity and otherwise as the Issuer may reasonably require. Mutilated or defaced Notes, Note Certificates or Coupons must be surrendered before replacements will be issued.

17. Trustee and Agents Under the Trust Deed, the Trustee is entitled to be indemnified and/or secured and/or pre-funded to its satisfaction and relieved from responsibility in certain circumstances and to be paid its fees, costs and expenses in priority to the claims of the Noteholders. In addition, the Trustee is entitled to enter into business transactions with the Issuer and any entity relating to the Issuer without accounting for any profit. Each Noteholder shall be solely responsible for making and continuing to make its own independent appraisal and investigation into the financial condition, creditworthiness, condition, affairs, status and nature of the Issuer, the Subsidiary Guarantors and the Trustee shall not at any time have any responsibility for the same and each Noteholder shall not rely on the Trustee in respect thereof. In the exercise of its powers and discretions under these Conditions and the Trust Deed, the Trustee will have regard to the interests of the Noteholders as a class and will not be responsible for any consequence for individual holders of Notes or Coupons as a result of such holders being connected in any way with a particular territory or taxing jurisdiction. In acting under the Agency Agreement and in connection with the Notes and the Coupons, the Agents act solely as agents of the Issuer and (to the extent provided therein) the Trustee and do not assume any obligations towards or relationship of agency or trust for or with any of the Noteholders or Couponholders. The initial Agents and their initial Specified Offices are listed below. The initial Calculation Agent (if any) is specified in the relevant Pricing Supplement. The Issuer reserves the right (with the prior approval of the Trustee) at any time to vary or terminate the appointment of any Agent and to appoint a successor principal paying agent or registrar or Calculation Agent and additional or successor paying agents; provided, however, that: (i) the Issuer shall at all times maintain a Principal Paying Agent and a Registrar; and (ii) if a Calculation Agent is specified in the relevant Pricing Supplement, the Issuer shall at all times maintain a Calculation Agent; and (iii) if and for so long as the Notes are admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system which requires the appointment of a Paying Agent and/or a Transfer Agent in any particular place, the Issuer shall maintain a Paying Agent and/or a Transfer Agent having its Specified Office in the place required by such competent authority, stock exchange and/or quotation system. Notice of any change in any of the Agents or in their Specified Offices shall promptly be given by the Issuer to the Noteholders.

-86- 18. Meetings of Noteholders; Modification and Waiver (a) Meetings of Noteholders: The Trust Deed contains provisions for convening meetings of Noteholders to consider matters relating to the Notes, including the modification of any provision of these Conditions or the Trust Deed. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer or by the Trustee and shall be convened by the Trustee upon the request in writing of Noteholders holding not less than one tenth of the aggregate principal amount of the outstanding Notes. The quorum at any meeting convened to vote on an Extraordinary Resolution will be two or more Persons holding or representing one more than half of the aggregate principal amount of the outstanding Notes or, at any adjourned meeting, two or more Persons being or representing Noteholders whatever the principal amount of the Notes held or represented; provided, however, that Reserved Matters may only be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two or more Persons holding or representing not less than 75 per cent. or, at any adjourned meeting, 25 per cent. of the aggregate principal amount of the outstanding Notes form a quorum. Any Extraordinary Resolution duly passed at any such meeting shall be binding on all the Noteholders and Couponholders, whether present or not. In addition, a resolution in writing signed by or on behalf of Noteholders holding not less than 90 per cent. of the aggregate principal amount of the then outstanding Notes who for the time being are entitled to receive notice of a meeting of Noteholders under the Trust Deed will take effect as if it were an Extraordinary Resolution. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Noteholders. (b) Modification and waiver: The Trustee may, without the consent of the Noteholders, agree to any modification of these Conditions or the Trust Deed (other than in respect of a Reserved Matter) which is, in the opinion of the Trustee, proper to make if, in the opinion of the Trustee, such modification will not be materially prejudicial to the interests of Noteholders and to any modification of the Notes or the Trust Deed which is of a formal, minor or technical nature or is to correct a manifest error. In addition, the Trustee may without the consent of the Noteholders or Couponholders authorise or waive any proposed breach or breach of the Notes or the Trust Deed (other than a proposed breach or breach relating to the subject of a Reserved Matter) if, in the opinion of the Trustee, the interests of the Noteholders will not be materially prejudiced thereby. Unless the Trustee agrees otherwise, any such authorisation, waiver or modification shall be binding on the Noteholders and shall be notified to the Noteholders by the Issuer as soon as practicable thereafter. (c) Directions from Noteholders: Notwithstanding anything to the contrary, the Notes, the Trust Deed and/or the Agency Agreement, whenever the Trustee is required or entitled by the terms or the conditions of the Notes, the Trust Deed and/or the Agency Agreement to exercise any discretion or power, take any action, make any decision or give any direction or certification, the Trustee is entitled, prior to exercising any such discretion or power, taking any such action, making any such decision, or giving any such direction or certification, to seek directions from the Noteholders by way of an Extraordinary Resolution and shall have been indemnified and/or provided with security and/or pre-funded to its satisfaction against all action, proceedings, claims and demands to which it may be or become liable and all costs, charges, damages expenses (including but not limited to legal expenses) and liabilities which may be incurred by it in connection therewith, and the Trustee is not responsible for any loss or liability incurred by any person as a result of any delay in it exercising such discretion or power, taking such action, making such decision, or giving such direction or certification where the Trustee is seeking such directions. (d) Certificates and reports: The Trustee may rely, without liability to Noteholders, on a report, confirmation, opinion or certificate or any advice of any lawyers, accountants, financial advisers, financial institution or any other expert, whether or not addressed to it and whether their liability in relation thereto is limited (by its terms or by any engagement letter relating thereto or in any other manner) by reference to a monetary cap, methodology or otherwise. The Trustee may accept and shall be entitled to rely (without further investigation or enquiry) on any such report, confirmation, opinion or certificate or advice and such report, confirmation or certificate or advice shall be binding on the Issuer, the Subsidiary Guarantors, the Trustee and the Noteholders.

-87- 19. Enforcement The Trustee may at any time, at its discretion and without notice, institute such actions, steps or proceedings as it thinks fit to enforce its rights under the Trust Deed in respect of the Notes, but it shall not be bound to do so unless: (a) it has been so requested in writing by the Holders of at least one quarter of the aggregate principal amount of the outstanding Notes or has been so directed by an Extraordinary Resolution; and (b) it has been indemnified and/or secured and/or pre-funded or provided with security to its satisfaction. No Noteholder may proceed directly against the Issuer unless the Trustee, having become bound to do so, fails to do so within a reasonable time and such failure is continuing.

20. Further Issues The Issuer may from time to time, without the consent of the Noteholders or the Couponholders and in accordance with the Trust Deed, create and issue further notes (“Further Notes”) having the same terms and conditions as the Notes in all respects (or in all respects except for the first payment of interest) so as to form a single series with the Notes. The Issuer may from time to time create and issue other series of notes having the benefit of the Trust Deed.

21. Notices (a) Bearer Notes: Notices to the Holders of Bearer Notes shall be valid if published in a leading English language daily newspaper for general circulation in Singapore (which is expected to be The Business Times). Any such notice shall be deemed to have been given on the date of first publication (or if required to be published in more than one newspaper, on the first date on which publication shall have been made in all the required newspapers). Couponholders shall be deemed for all purposes to have notice of the contents of any notice given to the Holders of Bearer Notes. (b) Registered Notes: Notices to the Holders of Registered Notes shall be valid if published in a leading English language for general circulation in Singapore (which is expected to be The Business Times). Any such notice shall be deemed to have been given on the date of first publication (or if required to be published in more than one newspaper, on the first date on which publication shall have been made in all the required newspapers). So long as the Notes are represented by a Global Note or a Global Certificate and such Global Note or Global Certificate is held on behalf of (i) Euroclear or Clearstream or any other clearing system (except as provided in (ii) below), notices to the holders of Notes of that Series may be given by delivery of the relevant notice to that clearing system for communication by it to entitled accountholders in substitution for publication as required by the Conditions, or (ii) CDP, notices to the holders of Notes of that Series may be given by delivery of the relevant notice to the persons shown in the list of Noteholders provided by CDP. Any such notice shall be deemed to have been given to the holders of the Notes on the second day after the day on which the said notice was given to Euroclear, Clearstream, the CDP and/or the alternative clearing system, as the case may be.

22. Currency Indemnity If any sum due from the Issuer in respect of the Notes or the Coupons or any order or judgment given or made in relation thereto has to be converted from the currency (the “first currency”) in which the same is payable under these Conditions or such order or judgment into another currency (the “second currency”) for the purpose of (a) making or filing a claim or proof against the Issuer, (b) obtaining an order or judgment in any court or other tribunal or (c) enforcing any order or judgment given or made in relation to the Notes, the Issuer shall indemnify each Noteholder, on the written demand of such Noteholder addressed to the Issuer and delivered to the Issuer or to the Specified Office of the Principal Paying Agent, against any loss suffered as a result of any discrepancy between (i) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (ii) the rate or rates of exchange at which such Noteholder may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgment, claim or proof. This indemnity constitutes a separate and independent obligation of the Issuer and shall give rise to a separate and independent cause of action.

-88- 23. Rounding For the purposes of any calculations referred to in these Conditions (unless otherwise specified in these Conditions or the relevant Pricing Supplement), (a) all percentages resulting from such calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with 0.000005 per cent. being rounded up to 0.00001 per cent.), (b) all United States dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one half cent being rounded up), (c) all Japanese Yen amounts used in or resulting from such calculations will be rounded downwards to the next lower whole Japanese Yen amount, and (d) all amounts denominated in any other currency used in or resulting from such calculations will be rounded to the nearest two decimal places in such currency, with 0.005 being rounded upwards.

24. Governing Law and Jurisdiction (a) Governing law: The Notes and the Trust Deed are governed by Singapore law. (b) Jurisdiction: The Issuer has in the Trust Deed (i) agreed for the benefit of the Trustee and the Noteholders that the courts of Singapore shall have exclusive jurisdiction to settle any dispute (a “Dispute”) arising out of or in connection with the Notes (including any non-contractual obligation arising out of or in connection with the Notes) and (ii) agreed that those courts are the most appropriate and convenient courts to settle any Dispute and, accordingly, that it will not argue that any other courts are more appropriate or convenient. The Trust Deed also states that nothing contained in the Trust Deed prevents the Trustee or any of the Noteholders from taking proceedings relating to a Dispute (“Proceedings”) in any other courts with jurisdiction and that, to the extent allowed by law, the Trustee or any of the Noteholders may take concurrent Proceedings in any number of jurisdictions.

-89- FORM OF PRICING SUPPLEMENT The Pricing Supplement in respect of each Tranche of Notes will be substantially in the following form, duly supplemented (if necessary), amended (if necessary) and completed to reflect the particular terms of the relevant Notes and their issue. [MIFID II product governance / target market [appropriate target market legend to be included]] [PRIIPS REGULATION/PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a 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, “MiFID II”); (ii) a customer within the meaning of Directive 2002/92/EC, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC as amended. Consequently no key information document required by Regulation (EU) No 1286/2014 (the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.] Pricing Supplement dated [Š] mm2 Asia Ltd. Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes] under the U.S.$300,000,000 Guaranteed Multicurrency Medium Term Note Programme This document constitutes the Pricing Supplement relating to the issue of Notes described herein. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes set forth in the Offering Circular dated 10 March 2018 [and the supplemental Offering Circular dated [Š] (the “Supplemental Offering Circular”)]. This Pricing Supplement contains the final terms of the Notes and must be read in conjunction with such Offering Circular [as so supplemented]. Full information on the Issuer, the Subsidiary Guarantors and the offer of the Notes is only available on the basis of the combination of this Pricing Supplement and the Offering Circular [and Supplemental Offering Circular]. The following alternative language applies if the first tranche of an issue which is being increased was issued under an Offering Circular with an earlier date. [Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the “Conditions”) set forth in the Offering Circular dated 10 March 2018. This Pricing Supplement contains the final terms of the Notes and must be read in conjunction with the Offering Circular dated [current date] [and the supplemental Offering Circular dated [[Š]], save in respect of the Conditions which are extracted from the Offering Circular dated [Š] and are attached hereto.] The following language applies if any tranche of the Notes is intended to be “qualifying debt securities” (as defined in the Income Tax Act, Chapter 134 of Singapore). Where interest, discount income, prepayment fee, redemption premium or break cost is derived from any Notes by any person who is not resident in Singapore and who carries on any operations in Singapore through a permanent establishment in Singapore, the tax exemption available for qualifying debt securities (subject to certain conditions) under the Income Tax Act, Chapter 134 of Singapore (the “Income Tax Act”), shall not apply if such person acquires such Notes using the funds and profits of such person’s operations through a permanent establishment in Singapore. Any person whose interest, discount income, prepayment fee, redemption premium or break cost derived from the Notes is not exempt from tax (including for the reasons described above) shall include such income in a return of income made under the Income Tax Act. The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States. The Notes may not be offered, sold or delivered within the United States [or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act (“Regulation S”))] except in certain transactions exempt from the registration requirements of the Securities Act.

-90- [Include whichever of the following apply or specify as “Not Applicable” (N/A). Note that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or subparagraphs. Italics denote directions for completing the Pricing Supplement.] [If the Notes have a maturity of less than one year from the date of their issue, the minimum denomination may need to be £100,000 or its equivalent in any other currency.] 1. Issuer: mm2 Asia Ltd. [(the Legal Entity Identifier of the Issuer is [Š])] 2. Subsidiary Guarantors: [Cathay Cineplexes Pte Ltd mm Connect Pte. Ltd. mm2 Entertainment Pte. Ltd. mm Plus Pte. Ltd. 2mm Pte. Ltd.] (Include Restricted Subsidiaries who become Subsidiary Guarantors pursuant to Condition 4(b)(ii) and Condition 5(f) (Limitation on Issuances of Guarantees by Restricted Subsidiaries)). 3. [(i)] Series Number: [Š] [(ii) Tranche Number: [Š] (If fungible with an existing Series, details of that Series, including the date on which the Notes become fungible) 4. Specified Currency or Currencies: [Š] 5. Aggregate Nominal Amount [(i)] Series: [Š] [(ii)]Tranche: [Š] 6. [(i)] Issue Price: [Š] per cent. of the Aggregate Nominal Amount [plus accrued interest from [insert date](in the case of fungible issues only, if applicable)] [(ii) [Net Proceeds]: [Š] (required only for listed issues) 7. (i) Specified Denominations: [Š] (ii) Calculation Amount: [Š] (Note – where multiple denominations above [€100,000] or equivalent are being used the following sample wording should be followed: “[€100,000] and integral multiples of [€1,000] in excess thereof up to and including [€199,000]. No Notes in definitive form will be issued with a denomination above [€199,000].”) (N.B. If an issue of Notes is (i) NOT admitted to trading on a European Economic Area exchange; and (ii) only offered in the European Economic Area in circumstances where a prospectus is not required to be published under the Prospectus Directive the minimum denomination is not required.) (N.B. Notes issued after the implementation of the 2010 PD Amending Directive in a Member State must have a minimum denomination of €100,000 (or equivalent) in order to benefit from the wholesale exemption set out in Article 3.2(d) of the Prospectus Directive in that Member State.)

-91- 8. (i) Issue Date: [Š] (ii) Interest Commencement Date: [Specify/Issue Date/Not Applicable] 9. Maturity Date: [Fixed rate – specify date/(for Floating Rate Notes) Interest Payment Date falling in or nearest to the relevant month and year]1 10. Interest Basis: [[Š] per cent. Fixed Rate] [[specify reference rate] +/- Š per cent. Floating Rate] [Zero Coupon] [Dual Currency Interest] [Other (specify)] (further particulars specified below) 11. Redemption/Payment Basis: [Redemption at par] [Dual Currency Redemption] [Other (specify)] 12. Change of Interest or Redemption/Payment Basis: [Specify details of any provision for convertibility of Notes into another interest redemption/ payment basis] 13. Put/Call Options: [Put Option] [Call Option] [Redemption for Change of Control] [Redemption for Excess Proceeds] [Equity Clawback Option] [(further particulars specified below)] 14. Date of [Board] approval for the issuance of Notes [[Š] [and [Š], respectively]] and Guarantee obtained: (Only relevant where Board (or similar) authorisation is required for the particular tranche of Notes or related Guarantee) 15. Status of the Notes: [Senior] 16. Listing: [Singapore/(specify)/None] (For Notes to be listed on the SGX-ST, insert the expected effective listing date of the Notes) 17. Method of distribution: [Syndicated/Non-syndicated] 18. Financial Covenants: [Applicable (specify)/Not Applicable] PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 19. Fixed Rate Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) i. Rate[(s)] of Interest: [Š] per cent. per annum [payable [annually/semi- annually/ quarterly/monthly] in arrear]

1 Note that for Renminbi and Hong Kong dollar denominated Fixed Rate Notes where the Interest Payment Dates are subject to modification it will be necessary to use the second option here.

-92- ii. Interest Payment Date(s): [Š] in each year [adjusted in accordance with [specify Business Day Convention and any applicable Business Centre(s) for the definition of “Business Day”]/not adjusted]2 [to insert each of the Interest Payment Dates for the Interest Period] iii. Fixed Coupon Amount(s): [Š] per Calculation Amount3 iv. Broken Amount(s): [Š] per Calculation Amount, payable on the Interest Payment Date falling [in/on] [Š] v. Day Count Fraction: [30/360 / Actual/Actual (ICMA/ISDA) / Actual/ 365(Fixed)4 / other] vi. [Determination Date(s): [Š] in each year] (Insert regular interest payment dates, ignoring issue date or maturity date in the case of a long or short first or last coupon. (N.B.: This will need to be amended in the case of regular interest payment dates which are not of equal duration) N.B. only relevant where Day Count Fraction is Actual/Actual (ICMA))] vii. Other terms relating to the method of [Not Applicable/Give details] calculating interest for Fixed Rate Notes: 20. Floating Rate Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (i) Specified Period(s): [Š] (ii) Specified Interest Payment Dates: [Š] [to insert each of the Interest Payment Dates for the Interest Period] (iii) First Interest Period Date: [Š] (iv) Business Day Convention: [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/Preceding Business Day Convention/ other (give details)] (v) Additional Business Centre(s): [Š] (vi) Manner in which the Rate(s) of Interest and [Screen Rate Determination / ISDA Determination / Interest Amount is/are to be determined: other (give details)] (vii) Party responsible for calculating the Rate(s) [Š] of Interest and Interest Amount(s) (if not the Calculation Agent):

2 Note that for certain Hong Kong dollar and Renminbi denominated Fixed Rate Notes, the Interest Payment Dates are subject to modification and the following words should be added: “provided that if any Interest Payment Date falls on a day which is not a Business Day, the Interest Payment Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment Date shall be brought forward to the immediately preceding Business Day. For these purposes, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks and foreign exchange markets settle payments [in Hong Kong dollars/Renminbi] and are open for general business (including dealing in foreign exchange and foreign currency deposits) in [Hong Kong/the PRC]”. 3 For Hong Kong dollar and Renminbi denominated Fixed Rate Notes where the Interest Payment Dates are subject to modification the following alternative wording may be appropriate: “Each Fixed Coupon Amount shall be calculated by applying the Rate of Interest to each Calculation Amount, multiplying such sum by the actual number of days in the Interest Accrual Period divided by 365 and rounding the resultant figure to the nearest [HK$/CNY]0.01, [HK$/CNY]0.005 being rounded upwards.”

4 Applicable to Hong Kong dollar, Singapore dollar and Renminbi denominated Fixed Rate Notes.

-93- (viii) Screen Rate Determination: [Š] • Reference Rate: • Interest Determination Date(s): [Š] • Relevant Screen Page: [Š] (ix) ISDA Determination: • Floating Rate Option: [Š] • Designed Maturity: [Š] • Reset Date: [Š] (x) Margin(s): [+/-][Š] per cent. per annum (xi) Minimum Rate of Interest: [Š] per cent. per annum (xii) Maximum Rate of Interest: [Š] per cent. per annum (xiii) Day Count Fraction: [Š] (xiv) Fallback provisions, rounding provisions, [Š] denominator and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the Conditions: 21. Zero Coupon Note Provisions: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Accrual Yield: [Š] per cent. per annum (b) Reference Price: [Š] (c) Any other formula/basis of determining [Š] amount payable: (d) Day Count Fraction in relation to Early [Š] (Consider applicable day count fraction if not Redemption Amounts and late payment: U.S. dollar denominated) 22. Dual Currency Interest Note Provisions: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Rate of Exchange/method of calculating Rate [give details] of Exchange: (b) Party, if any, responsible for calculating the [Š] Rate(s) of Interest and Interest Amount(s) (if not the Calculation Agent): (c) Provisions applicable where calculation by [Š] reference to Rate of Exchange impossible or [need to include a description of market disruption impracticable: or settlement disruption events and adjustment provisions] (d) Person at whose option Specified [Š] Currency(ies) is/are payable: PROVISIONS RELATING TO REDEMPTION 23. Call Option: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Optional Redemption Date(s) (Call): [Š]

-94- (b) Optional Redemption Amount(s) (Call) per [Š] Calculation Amount of each Note and method, if any, of calculation of such amount(s): (c) If redeemable in part: i. Minimum Redemption Amount: [Š] per Calculation Amount ii. Maximum Redemption Amount: [Š] per Calculation Amount (d) Notice Period (if other than as set out in the [Š] Conditions): (N.B. If setting notice periods which are different to those provided in the Conditions, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Issuing and Paying Agent.) 24. Put Option: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Optional Redemption Date(s) (Put): [Š] (b) Optional Redemption Amount(s) (Put) per [[Š] per Calculation Amount/specify other/see Calculation Amount of each Note and method, Appendix] if any, of calculation of such amount(s): (c) Notice Period (if other than as set out in the [Š](N.B. If setting notice periods which are different Conditions): to those provided in the Conditions, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Issuing and Paying Agent.) 25. Redemption for Change of Control: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Change of Control Put Date: [Š] (b) Early Redemption Amount(s) (Change of [Š] per Calculation Amount Control) per Calculation Amount of each Note and method, if any, of calculation of such amount(s): (c) Notice Period (if other than as set out in the [Š](N.B. If setting notice periods which are different Conditions): to those provided in the Conditions, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Issuing and Paying Agent.) 26. Redemption for Excess Proceeds: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Exceeds Proceeds Put Date(s): [Š]

-95- (b) Early Redemption Amount(s) (Excess [Š] per Calculation Amount Proceeds) per Calculation Amount of each Note and method, if any, of calculation of such amount(s): (c) Notice Period (if other than as set out in the [Š](N.B. If setting notice periods which are different Conditions): to those provided in the Conditions, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Issuing and Paying Agent.) 27. Equity Clawback Option: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Optional Redemption Date(s) (Call): [Š] (b) Early Redemption Amount(s) (Equity [Š] per Calculation Amount Clawback) per Calculation Amount of each Note and method, if any, of calculation of such amount(s): (c) Notice Period (if other than as set out in the [Š](N.B. If setting notice periods which are different Conditions): to those provided in the Conditions, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Issuing and Paying Agent.) 28. Final Redemption Amount of each Note: [Š] per Calculation Amount 29. Early Redemption Amount(s) per Calculation [Š] Amount payable on redemption for taxation reasons or on event of default and/or the method of calculating the same (if required or if different from that set out in the Conditions): GENERAL PROVISIONS APPLICABLE TO THE NOTES 30. Form of Notes: Bearer Notes: [temporary Global Note exchangeable for a permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances specified in the permanent Global Note] [temporary Global Note exchangeable for Definitive Notes on and after the Exchange Date] [permanent Global Note exchangeable for Definitive Notes in the limited circumstances specified in the permanent Global Note] [Registered Notes] (N.B. The Specified Denomination of the Notes in paragraph 7 with language substantially to the following effect: “[€100,000] and integral multiples of [€1,000] in excess thereof up to and including [€199,000]” is not permitted in relation to any issue of Notes which is to be represented on issue by a temporary Global Note exchangeable for Definitive Notes.)

-96- 31. Additional Financial Centre(s) or other special [Not Applicable/give details] provisions relating to Payment Days: (Note that this paragraph relates to the date and place of payment, and not interest period end dates, to which sub-paragraphs 18 (ii), 19(iv) and 21(vii) relate) 32. Talons for future Coupons or Receipts to be [Yes/No. If yes, give details] attached to Definitive Notes (and dates on which such Talons mature): 33. Redenomination applicable: Redenomination [not] applicable [(If Redenomination is applicable, specify the applicable Day Count Fraction and any provisions necessary to deal with floating rate interest calculation (including alternative reference rates)] 34. Other terms or special conditions: [Not Applicable/give details] 35. Rating[s]: The Notes to be issued have [not] been rated: [Moody’s: [Š]] [Fitch: [Š]]; [S&P: [Š]] (The above disclosure should reflect the rating allocated to Notes of the type being issued under the Programme generally or, where the issue has been specifically rated, that rating.) DISTRIBUTION 36. (i) If syndicated, names of Managers: [Not Applicable/give details] (ii) Stabilisation Manager(s) (if any): [Not Applicable/give details] 37. If non-syndicated, name of relevant Dealer: [Not Applicable/give details] 38. U.S. Selling Restrictions [Reg. S Category 1/Category 2; TEFRA D/TEFRA C/TEFRA not applicable] 39. Prohibition of Sales to EEA Retail Investors. [Applicable/Not Applicable] (If the offer of the Notes clearly do not constitute “packaged” products, “Not Applicable” should be specified. If the offer of the Notes may constitute “packaged” products and no KID will be prepared, “Applicable” should be specified.) 40. Additional selling restrictions: [Not Applicable/give details] OPERATIONAL INFORMATION 41. ISIN Code: [Š] 42. Common Code: [Š] 43. Any clearing system(s) other than Euroclear Bank [CDP/Not Applicable/give name(s) and number(s)] S.A./N.V. and Clearstream Banking S.A. and the relevant identification number(s): 44. Delivery: Delivery [against/free of] payment 45. Additional Paying Agent(s) (if any): [Š] 46. Private Bank Rebate: [Yes/No] 47. The aggregate principal amount of the Notes issued [Not Applicable/U.S.$] has been translated into United States dollars at the rate of [Š], producing a sum of (for Notes not denominated in United States dollars)

-97- USE OF PROCEEDS Give details if different from the “Use of Proceeds” section in the Offering Circular/Supplemental Offering Circular]

[STABILISATION In connection with the issue of any Tranche, the Relevant Dealer(s) (if any) designated as stabilisation manager(s) (the “Stabilisation Manager(s)”) (or persons acting on behalf of any Stabilisation Manager(s)) in the applicable Pricing Supplement may over-allot the relevant Tranche of Notes or effect transactions with a view to supporting the price of the relevant Tranche of Notes at a level higher than that which might otherwise prevail for a limited period after the relevant Issue Date. However, there is no obligation on such Stabilisation Manager(s) to do this. Such stabilisation, if commenced, may be discontinued at any time, and must be brought to an end after a limited period. Such stabilisation shall be in compliance with all applicable laws, regulations and rules.]

[PURPOSE OF PRICING SUPPLEMENT This Pricing Supplement comprises the final terms required for issue and admission to trading on the [specify relevant stock exchange/market] of the Notes described herein pursuant to the U.S.$300,000,000 Guaranteed Multicurrency Medium Term Note Programme of mm2 Asia Ltd.]

RESPONSIBILITY The Issuer and the Subsidiary Guarantors accepts responsibility for the information contained in this Pricing Supplement.

Signed on behalf of mm2 Asia Ltd.

By: Duly authorised

Signed on behalf of Cathay Cineplexes Pte Ltd

By: Duly authorised

Signed on behalf of mm Connect Pte. Ltd.

By: Duly authorised

Signed on behalf of mm2 Entertainment Pte. Ltd.

By: Duly authorised

Signed on behalf of mm Plus Pte. Ltd.

By: Duly authorised

Signed on behalf of 2mm Pte. Ltd.

By: Duly authorised

-98- CAPITALISATION AND INDEBTEDNESS The following table sets forth the Group’s consolidated capitalisation and indebtedness as at 31 March 2017. The following should be read in conjunction with the Group’s consolidated financial statements and related notes included in this Offering Circular. Except as otherwise disclosed in the section titled “Corporate and Financing Structure”, there has been no material change in the Group’s consolidated capitalisation and indebtedness since 31 March 2017.

31 March 2017 (Audited) S$’000 LIABILITIES Current Liabilities Trade and other payables ...... 46,636 Current income tax liabilities ...... 5,603 Deferred income ...... 2,922 Progress billing in excess of work-in-progress ...... 749 Borrowings ...... 6,223 62,133 Non-current liabilities Borrowings ...... 5,464 Deferred tax liabilities ...... 498 5,962 Total liabilities ...... 68,095 EQUITY Capital and reserves attributable to equity holders of the Company Share Capital(2) ...... 88,212 Reserves ...... (37,298) Retained profits ...... 35,618 86,532 Non-controlling interests ...... 7,943 Total equity ...... 94,475 Total Capitalisation(1) ...... 106,162

Notes:

(1) Total capitalisation represents the sum of total current and non-current borrowings and total equity. (2) As at the date of this Offering Circular, the share capital of the Issuer is S$154,592,797.56 comprising 1,162,804,610 ordinary shares. The difference in the share capital of the Issuer between 31 March 2017 and the date of this Offering Circular is substantially due to the placement of 87,748,000 new ordinary shares in the capital of the Company which was completed on 5 July 2017, the issue of 959,400 new ordinary shares under the mm2 Performance Share Plan on 31 May 2017 and the placement of 26,315,790 ordinary shares which was completed on 21 July 2017. Except as otherwise disclosed in the section titled “Corporate and Financing Structure”, there has been no material change in the Group’s capitalisation and indebtedness since 31 March 2017.

-99- DESCRIPTION OF THE GROUP Overview Headquartered in Singapore, mm2 Asia Ltd. (“mm2 Asia” or the “Issuer”, and, together with its subsidiaries, the “Group”) was originally incorporated as mm2 Asia on 20 August 2014 as a private limited company. It was subsequently converted into a public company on 12 November 2014, and listed on the Catalist Board of the Singapore Exchange Securities Trading Limited (the “SGX-ST”) on 9 December 2014. Its listing was transferred from Catalist to Mainboard of the SGX-ST on 7 August 2017. The Issuer is an entertainment group with a host of offerings. The Group’s business is divided into the following key business units: (a) content production, distribution and sponsorship (the “Core Business”); (b) post- production; (c) cinema operations; (d) event production and concert promotion activities (see “Principal Business Activities of the Group”, below); and (e) online content production and distribution. At inception, the Group commenced business operations in both Malaysia (in 2008 as mm2 Entertainment Sdn Bhd), and Singapore (in 2009 as mm2 Entertainment Pte. Ltd.) as a media and content producer for film and television, and as a distribution and sponsorship startup. Since 2014, the Group has grown rapidly through organic growth, strategic acquisitions and investments in Singapore, Malaysia, Hong Kong, Taiwan, the People’s Republic of China (“PRC”) and the U.S. The Group seeks to align its growth to anticipate and meet evolving consumer preferences in the market for the consumption of media content and entertainment options. A key element of its growth strategy is its emphasis on selective strategic acquisitions of entertainment-related assets in order to: (a) broaden its network; (b) acquire new competencies; (c) expand its geographic coverage; and (d) extend the Group’s client base. Since 2015, the Group has acquired (i) controlling equity interests in Vividthree Productions Pte. Ltd., Millinillion Pte. Ltd. (now known as mm2view Pte. Ltd.), UnUsUaL Limited, Cathay Cineplexes Pte Ltd and Dick Lee Asia Pte. Ltd,; (ii) interests in associated companies namely RINGS.TV Pte Ltd, Cinema Pro Limited, River Front Mega Cineplex Sdn Bhd and Dreamteam Studio Sdn Bhd; and (iii) business assets from Cathay Cineplexes Sdn Bhd, Mega Cinemas Management Sdn Bhd and Lotus Fivestar Cinemas (M) Sdn. Bhd. See “Strategies—Expansion of the Group’s business through acquisitions, joint ventures and/or strategic alliances” below for more details of the Group’s acquisition strategy and “Key Milestones” below for the milestones in the Group’s growth and development. As at the date of the Offering Circular, the Issuer’s Executive Chairman and controlling shareholder, Melvin Ang, has a 8.75% direct interest and 29.36% deemed interest in the Issuer. Starhub Ltd (“Starhub”) has a 9.83% direct interest in the Issuer, and Yeo Khee Seng Benny has a 0.09% direct interest and a 8.11% deemed interest in the Issuer. The following table sets forth the Group’s revenue, net profit, EBITDA and total debt for each of the financial years ended 31 March 2017, 2016 and 2015 and for each of the nine month periods ended 31 December 2017 and 2016:

For the financial year For the nine months ended ended 31 March 31 December 2017 2016 2015 2017 2016 (Audited) (Audited) (Audited) (Unaudited) (Unaudited) S$’000 Revenue ...... 95,721 38,338 24,287 108,413 53,073 Net profit ...... 21,990 8,895 5,084 22,502 12,718 EBITDA(1) ...... 41,793 19,360 9,891 36,058 22,896 Total debt ...... 11,687 3,049 306 29,486 11,804

(1) EBITDA is defined as earnings before interest, tax, depreciation and amortisation.

- 100 - REVENUE (SGD million) 95.7

CAGR: 98.53%

38.3

24.3

FY2015 FY2016 FY2017

See “Unaudited Consolidated Pro Forma Financial Information of the Group” for information regarding the pro forma revenue, net profit, EBITDA and total debt for the financial year ended 31 March 2017 and for the nine month period ended 31 December 2017.

Recent Developments and Strategic Acquisitions The Cathay Acquisition On 24 November 2017, the Issuer completed the purchase of the entire issued and paid-up share capital of Cathay Cineplexes Pte Ltd (“Cathay Cineplexes”) from Cathay Organisation Pte. Ltd. (“Cathay Organisation”) pursuant to an option agreement dated 2 November 2017 (the “Cathay Option Agreement”).

Background Cathay Cineplexes was founded in 1935 in Singapore by Mrs Loke Yew and her son, Dato Loke Wan Tho, and as at the date of this Offering Circular, it operates cinemas across eight locations in Singapore with a total of 64 screens and 11,569 seats. The locations are in both central and heartland areas, namely, Cineleisure Orchard, The Cathay, Causeway Point, AMK Hub, Downtown East, West Mall, JEM, and Parkway Parade. Its current business operations lie primarily in the entertainment industry in film exhibition and cinema management. In 1945, Cathay Cineplexes became the first cinema in Singapore to screen American and British films.

Cathay Option Agreement and Cathay Purchase Consideration The Cathay Acquisition involved the purchase of (a) 100% of the issued and paid-up shares, comprising 5,000,000 ordinary shares of Cathay Cineplexes (the “Cathay Sale Shares”); and (b) the “Cathay” brand and marks, along with all its associated intellectual property rights related to the business of Cathay Cineplexes. The total consideration payable for the acquisition is S$230,000,000 (the “Cathay Purchase Consideration”) payable in cash, comprising (a) a deposit of S$15,000,000 which was paid upon the execution of the option agreement on 2 November 2017, and (b) the balance of S$215,000,000 to be paid to the Cathay Organisation on or before 2 May 2018, secured by a first ranking share charge over the Sale Shares. The Cathay Purchase Consideration was determined by taking into account: (a) the adjusted earnings before interest depreciation and amortisation expense of Cathay Cineplexes, which amounted to S$11,900,000 for the financial year ended 31 December 2016 (“2016 Cathay EBITDA”); (b) the present and future revenue from the new operations of Cathay Cineplexes at Parkway Parade which comprise seven movie screens, which operations only commenced in September 2017 (and as such were not included in the 2016 Cathay EBITDA), estimated at approximately S$21,000,000; and (c) the intrinsic brand value associated with ownership of the “Cathay Cineplexes” brand for the business of cinema operations including cinema exhibition, consultation, design and management, and for movie and content distribution and production for Singapore and Asia, and the value of the longstanding working relationships with studios globally, which in total was estimated (as at 2 November 2017) to be in the range of S$24,000,000 to S$30,000,000. The Cathay Option Agreement provides that mm2 Asia will retain the employees of Cathay Organisation related to the Cathay Cineplexes business. The parties also entered into a management agreement on 24 November 2017 for the Cathay Organisation to provide management services to mm2 Asia and/or Cathay Cineplexes for a period

- 101 - of six months from the date of completion (or such other duration as mutually agreed) to ensure a smooth transition.

Rationale for the Cathay Acquisition The Group began undertaking certain cinema business acquisitions in 2015 in Southeast Asia as part of its strategy to provide an additional source of recurring income and growth for the Group. See “Strategy—Expansion of the Group’s business through acquisitions, joint ventures and/or strategic alliances and—Risk Factors—The Group may not be successful in the implementation of its growth strategy or the effective management of its growth, which may cause its business to suffer.” In July 2017, mm2 Asia obtained a mandate from its shareholders in a general meeting for the diversification of its core business to include the cinema management and operations business. To date, the Group has completed the acquisition of certain cinema-related businesses in Singapore, Malaysia and Hong Kong. The Cathay Acquisition was a strategic investment by the Group in line with the Group’s overarching strategy to diversify into the downstream value chain of film production. mm2 Asia believes that the acquisition of Cathay Cineplexes, which is a strong signal of the Group’s commitment to the business in Singapore, will also complement its other cinema operations.

The Lotus Acquisition On 15 September 2017, the Group completed the acquisition of 13 Lotus Fivestar cinemas located outside the Klang Valley city centre in Malaysia from Lotus Fivestar Cinemas (M) Sdn Bhd (“Lotus Five Star Cinemas”). A number of these cinemas have monopolistic characteristics as there are no other cinemas in their respective areas. The cinemas’ strategic locations enable the Group to capitalise on the growing number of suburban consumers. Following the acquisition, the Group, through its Malaysian cinema business mm2 Screen Management Sdn. Bhd. (“mm2 Screen Management”) and under the name “mmCineplexes”, became the fourth largest cinema operator in Malaysia, with 18 wholly-owned cinemas and an interest in one additional cinema location with a total of 133 screens, representing a market share of approximately 14% in terms of the number of screens.

Background Lotus Fivestar Cinemas was co-founded by Datuk R. Doraisingam Pillai, the founder of a successful food business, and K. Garuna Murthee, a movie distributor, in the 1980s. This collaboration led to the development of the “Lotus Five Star” brand which grew from a small distribution business to a chain of cinemas.

Lotus Fivestar Sale of Business Agreement The acquisition involves the purchase of the cinema business and assets of Lotus Five Star Cinemas. The total consideration is RM118 million, payable in cash, comprising (a) a first tranche payment of RM98 million made within 30 business days of completion of the acquisition, (b) a second tranche payment of RM10 million (subject to certain EBITDA targets of the cinema business between the period of 1 April 2017 and 31 March 2018 being met), and (c) a third tranche payment of up to RM10 million (subject to certain EBITDA targets of the cinema business between the period of 1 April 2018 and 31 March 2019 being met). The acquisition also provides for an option to purchase two newer cinemas owned by Lotus Fivestar Cinemas located in Sandakan and Terengganu.

Competitive Strengths The Issuer believes that the Group benefits from the following competitive strengths:

Ability to provide full spectrum of services in the entire production and distribution process The steps required to complete a media project (such as a movie) generally include financing, production and distribution. The Issuer believes that the Group’s capability and experience in generating revenue from all relevant stages of the entire production process through its various business units provides it with a key competitive advantage. By offering a full spectrum of services—ranging from production, marketing, sponsorship, distribution, to exhibition—the Issuer believes that it is in prime position to be the partner of choice for content creators, producers and directors. This flexibility enables the Group to capitalise on a wide range of opportunities in the industry. The Group’s control over the entire production process allows it to consistently deliver projects on budget and on time.

- 102 - Aside from the Group’s Core Business (which comprises project-based income), the Group’s diversification into post production, cinema operations and event production has provided greater financial stability through recurring cashflows and synergies across the various businesses: • Post Production: the Group’s post production content arm (Vividthree Productions) exists as a standalone entity, but its award winning visual effects, 3D animation and computer generated imagery are complementary to the Group’s content production efforts; • Cinema Operations: the Group has increased its exposure to the downstream cinema operation business, with the recent acquisition of 13 screens in Malaysia elevating the Group to the fourth largest cinema operator in Malaysia with 133 cinema screens in total. More recently, the Group made its fourth cinema acquisition in Singapore via the Cathay Acquisition. As the second largest cinema exhibitor in Singapore with an approximate market share of approximately 25% (based on number of screens), Cathay currently operates 64 screens and 11,569 seats across eight locations in Singapore, including the newly opened Parkway Parade theatre. The Group is now the only cinema operator present in both Singapore and Malaysia. See “Recent Developments and Strategic Acquisitions”, above. Through its enlarged distribution platform, the Group not only stands to gain from an increased source of recurring income but from cost efficiencies as well. Through economies of scale derived from its enlarged regional presence, the Issuer believes it will have increased bargaining power with its food and beverage suppliers as well with international production studios for film screening and rentals; and • Event Production: UnUsUaL specialises in the production and promotion of large-scale live events and concerts. It is able to provide the full suite of solutions for clients with its ability to offer consultancy and technical production services and facilitate venue arrangements and bookings. UnUsUaL also captures a different target audience for the content produced by the Group. This includes the potential for collaboration on advertisement opportunities and talent growth. In addition, the international artistes brought in by UnUsUaL which cater to both Mandarin-speaking and English-speaking audiences (for example, Jacky Cheung’s “Classic” tour and the Foo Fighters’ “Gold” tour) is a potential avenue for the Group to generate personal and engaging behind-the-scenes online content, which in turn grows the social media reach of the Group. The Group has also expanded into new media content via digital and social platforms, which has strengthened the Company’s content creation capabilities. Its partnership with RINGS.TV and Singapore Press Holdings to develop live and on-demand video applications is an example of how the Group will be able to extend its outreach to a larger group of audience both locally and in the region. Overall, the business model is highly synergistic, allowing for easy monetisation and reinvestment of film rights, diversifying revenue streams to self- finance productions and projects, eliminating middle-man costs for distribution and exhibition, and choosing which activities to be involved with. For the financial year ended 31 March 2017, the Group’s total revenue by business segment was S$56.61 million for its Core Business, S$3.52 million for post-production, S$22.96 million for event production and concert promotion and S$35,000 for others.

Strong network of business relationships with key industry players, which supports the Group’s cost-efficient business model The Group’s track record of successful projects, reputation and experience enables it to forge and maintain a strong network of business relationships with a network of key industry players in Singapore, Malaysia, Hong Kong, Taiwan and the PRC, including investors, major exhibitors, production studios, actors/actresses, directors, crew and post-production companies. In Singapore, the Group has partnered with one of Singapore’s leading media groups, Starhub, which as at the date of the Offering Circular holds a direct and deemed interest of 9.83% in the Group. Starhub’s strong credentials allows the Group to attract sponsorships, advertisers and investors for its productions. In March 2015, Starhub and the Group entered into a MOU to cooperate and collaborate on the production and distribution of original local productions. The Group has also partnered with InfocommMedia Development Authority (the “IMDA”) to develop and train local Mandarin scriptwriters, providing the Group with a first-look at content produced. The Group has also successfully forged partnerships and collaborations outside of Singapore. Some examples include Mandarin Vision Co Ltd in Taiwan, and Golden Scene Company Limited in Hong Kong. In particular, the Group’s business relationships with Turner Asia Pacific (“Turner”) and Fox International Channels (“Fox”) have reaped mutual gains, such as investments in and screening of the Group’s movies, increased access to distribution channels, international cast members for the Group’s productions, and the opportunity to produce original content for Fox.

- 103 - In addition to the aforementioned business relationships, the Group typically partners with external creatives, and outsources production crew and production assets. This way, it is able to maintain a cost-efficient business model by only incurring related costs as and when necessary on a projects basis. This allows the Group to maintain its competitive edge by having the flexibility to pick and choose the best people for each project. For example, in the movie “We Not Naughty”( ), the Group collaborated with J Team Productions and the acclaimed film director, Jack Neo. Developing such collaborations also encourages more synergies and fresh ideas. This is in contrast with content producers who employ creatives and production crew, or own production assets, which typically execute one or two projects in a financial year. As such, the Group is able to execute a larger pipeline of projects within a financial year by devoting resources to focus on the commercial aspects of projects, such as financing and marketing, in addition to the actual movie production. As a result of this commercial focus, its projects tend to be better financed, marketed and distributed. In addition, the Issuer believes that these partnerships enable the Group to produce commercially viable movies across various genres. By strategically identifying partners and adapting to changing consumer preferences, the revenue potential of each movie is maximised. For example, the Group often works closely with Jack Neo whose wealth of industry knowledge and experience in the Singapore and Malaysian markets makes him adept at tailoring movies according to local consumer preferences. The “Ah Boys To Men” franchise is one such example where the talent and storyline were specifically crafted with the Singaporean and Malaysian markets in mind, as the National Service experience is applicable to people from most walks of society in Singapore and Malaysia.

An established multi-market presence With subsidiaries in Singapore, Malaysia, Hong Kong and the U.S. as well as business partners in Taiwan and the PRC, the Group is able to access various business opportunities in these markets. Furthermore, the Group engages talented individuals from different countries so that their diverse talents allow the Group to produce movies for more diverse audiences in more than one territory. For example, the Group’s 2017 Malaysian production “Shuttle Life”( ), was a truly international collaboration which was directed by the Malaysian director, Tan Seng Kiat and featured the Taiwanese actress, Sylvia Chang. The production’s international and multi-market reach was furthered by our collaboration with distribution partners in other markets such as Taiwan and Hong Kong. By having access to various markets in the region and the flexibility to produce movies that cater to the preferences of audiences in these markets, the Issuer believes that the Group is able to increase the commercial potential of each movie. By integrating its sponsorship business unit with its content production and distribution business units, the Group allows its advertisers to benefit from exposure to various markets and audiences in multiple geographic markets to promote their products and services. The Group is also able to broker new synergies for positive outcomes. For example, in 2017, StarHub and Astro AEC (“Astro”) collaborated to produce the popular reality television show “The Voice Singapore / Malaysia” which was screened in Singapore and Malaysia through StarHub and Astro’s cable platform and hosted by the popular household names Siow Hui Mei and Huang Wenhong. In addition, the Group’s multi-market presence allows the Group to optimise content production costs. This stems from the Group’s flexibility to develop and produce movies catering to a larger consumer base across various markets, and its ability to take advantage of its reach across multiple markets to select more economic filming locations, obtain cheaper resources and contract film crews in countries which have lower costs for these services. The Group is also able to use the weaker exchange rates across the various markets to its advantage. For the financial year ended 31 March 2017, the Group’s total revenue breakdown by geographical location amounted to S$39.22 million for Singapore, S$24.90 million for Malaysia, S$18.79 million for the PRC, S$6.09 million for Taiwan, S$5.52 million for Hong Kong, and S$1.21 million for other countries.

Established production track record in various movie genres with strong production pipeline The Group has also demonstrated a solid track record of in-house production titles. Noteworthy film production titles include “Ah Boys to Men 2” (which, as at the date of this Offering Circular, is the highest grossing local film of all time in Singapore, generating S$7.89 million in ticket sales), “Ah Boys to Men 3” (which, as at the date of this Offering Circular, is the highest opening weekend Asian film of all time in Singapore, generating S$2.83 million in ticket sales in four days) and “The Tenant Downstairs” (which, as at the date of this Offering Circular, is the highest grossing film in the week of its release in Taiwan, generating NT$20 million in ticket sales). In addition to its in-house production titles, mm2 Asia has also successfully demonstrated its leadership in distribution of third party titles, such as “The Journey” (which, as at the date of this Offering Circular, is the highest grossing local film in 2014 in Malaysia) and “Café Waiting Love” (which, as at the date of this Offering Circular, is the highest grossing Taiwanese film of 2014 in Malaysia).

- 104 - The Group has also produced and distributed movies across various genres including comedies such as the “Ah Boys to Men” franchise, dramas such as “Take Me to the Moon”( ) and “We Not Naughty”( ) and horror movies such as “Spinning into Darkness”( ) and “Vampire Cleanup Department” ( ). Given the Group’s long and established track record within the industry, it has gathered a strong understanding of consumers’ preferences its team, comprising experienced media industry personnel, are able to quickly identify and react to changes in the consumer market. The Company’s future production pipeline remains strong. As at the date of this Offering Circular, mm2 Asia has a strong pipeline of 27 movie productions across Singapore, Malaysia, China, Hong Kong and Taiwan (including 1 TV drama production in China), which the Company plans to release within 2018.

Effective development of movie marketing strategies In most cases, the Group retains responsibility for the marketing efforts of its own movies. It places significant emphasis on the importance of a coherent and detailed marketing strategy for movies and, to that end, has developed an in-house marketing team. It seeks to innovatively promote movies produced or co-produced by it to the target audiences by the strategic integration of a broad spectrum of advertising media, including TV, promotional events, print and the internet. In particular, the Group hosts gala movie premieres and facilitates strong interaction between talents and fans. This is done through interactive meet-and-greet sessions, radio interviews, cast appearances which sponsors may choose to utilise during events and social media marketing such as Facebook/Instagram live streaming. In 2017, the Group produced the film “Take Me to the Moon”( ). The title of the film is a tribute to music of acclaimed Taiwanese singer, songwriter and music producer, Chang Yu-Sheng. As part of the Group’s marketing strategy, a special tribute concert featuring six groups of singers singing classics by Chang Yu-Sheng was held before the film’s premiere. The Group adopted similar creative marketing strategies for “Vampire Cleaning Department”( ) (“VCD”). As the film was targeted at a younger audience, the Group collaborated with social media influencers and fashion brands to release bespoke promotional videos. Activities such as a VCD-themed street concert, game truck and escape game also contributed to the project’s success. The Group’s innovative marketing strategies were rewarded by VCD’s performance in the Hong Kong box office. In the first half of 2017, VCD ranked as one of the top 10 Hong Kong box office hits.

Committed and experienced management team with extensive relevant expertise The Issuer’s Executive Chairman and controlling shareholder, Melvin Ang, and executive officers, including Chang Long Jong and Ng Say Yong, have collectively been involved in the movie, TV and entertainment industries for more than 50 years. In their years of experience, they have established a wide network of personal relationships with talent, crew, staff, distribution companies, stakeholders and other key players in the movie industries in Singapore, Malaysia, Hong Kong, Taiwan and the PRC. Other core management team members have extensive experience in finance, accounting and investments, which enhance the ability of the team to engage in high revenue generating projects with a sound acquisition strategy. The Issuer believes that this balance of expertise and experience equips the Group with a combination of financial discipline and knowledge in its approach to filmmaking, as well as in its operating and investment activities. See “Directors and Management” for more details on the Issuer’s management team. In addition, the Group’s recent investments in the post-production business through its acquisition of a 51.0% stake in Vividthree Productions Pte. Ltd. (“Vividthree Productions”) in April 2015, and in the event production and concert promotion businesses through its acquisition of a 51.0% stake in UnUsUaL Limited (“UnUsUaL”) in 2016, has given it access to additional talent in these fields, thereby enhancing its human resource capital. Melvin Ang was the Founder and CEO of the Group. From April 2017, he became Executive Chairman of the Group. He joined the Television Corporation of Singapore in 1996 as a VP of Business Development. He later joined SPH Mediaworks as Chief Operating Officer of its Media Business Group, and then Managing Director of Mediacorp Studios. He was Media Prima Berhad’s Executive Advisor before setting up mm2 Malaysia and mm2 Singapore. Mr Chang was the Deputy CEO and Chief Customer Officer of Mediacorp Pte Ltd. He oversaw all of Mediacorp’s major media assets including TV, Radio, Newspaper, Magazines and Over-the-Top (OTT) service Toggle. In his 30-year career since joining Singapore Broadcasting Corporation in 1985, Mr Chang gathered experience in channel management, content development and production, content licencing and distribution, media business development and talent management. He led Mediacorp’s events business, Vizpro and Mediacorp’s media training business, Singapore Media Academy. mm2 Asia is able to leverage on Mr Chang’s

- 105 - networks and relationships to source for high quality content production opportunities and other new media trends required to bring the Group to their next phase of growth.

Strategy The Group’s vision is to become the leading entertainment company with original content and platform ownership in Asia. Its business growth strategy has multiple elements and is focused on the pursuit of business opportunities in order to expand and strengthen its capabilities and competencies, and align itself with evolving consumer preferences in the market. To achieve its goal, the Group intends to leverage its existing strengths and investments to focus on and execute the following strategies:

Expansion of the Group’s business through acquisitions, joint ventures and/or strategic alliances Expansion through value-creating acquisitions, joint ventures or strategic alliances plays a key role in the Group’s growth strategy. Compared to greenfield projects, the Issuer believes that acquisitions, joint ventures or strategic alliances allow the Group to establish an immediate presence in new markets, expand service offerings and acquire new clients more rapidly, thereby placing it in a better position to distribute and exhibit content to a wider audience. Expansion of the Group’s business through acquisitions, joint ventures or strategic alliances also allows the Group to derive benefits from economies of scale. For example, as the number of cinemas which the Group operates increases, the Group has more leverage when engaging with movie studios and vendors. For more information on the Group’s acquisition activities, see “Recent Developments and Strategic Acquisitions” above. The Group adopts a disciplined approach to the execution of its growth strategy and focuses on identifying complementary businesses and assets which emphasise quality over quantity. The Group’s commitment is to grow its brand and portfolio based on the value added by each individual project, and not simply based on the total number of projects undertaken in a year. The Group leverages its business development teams and on-the-ground expertise to evaluate market dynamics and risks, and assess potential target companies and business partners. In addition, it works with existing clients who have relationships with the incumbent players in both local and overseas markets to provide it with referrals to potential acquisition targets and opportunities to enhance its business development strategies.

Regional and international expansion of the Group’s presence The Group plans to continue its expansion into markets in North Asia and beyond by actively engaging in co-production ventures with producers in Hong Kong, Taiwan and the PRC. As production values for Chinese movies increase, such movies may increase in appeal to non-Mandarin speaking countries and audiences. The Group’s multi-market presence also allows it to tap into a strong network of contacts and talents, which its clients appreciate. This was highlighted in 2017 through the Group’s collaboration with Turner and Fox. It is the Group’s intention to continue looking for collaborations within its networks which will allow it to cater to audiences beyond the Mandarin-speaking markets. The following diagram reflects the revenue breakdown by geography of the Group for each of the financial years ended 31 March 2015, 2016 and 2017, and the increasing diversification of revenues generated from each national market in which the Group has a presence:

REVENUE BY GEOGRAPHICAL BREAKDOWN

2.5% 14.9% 19.6% 0.1% 1.2% 6.4% 6.2% 5.6% 4.4% 72.0% 58.4% 41.0% 13.7% 3.0%

19.2% 5.8%

26.0%

FY2015 FY2016 FY2017

Singapore Malaysia Hong Kong Taiwan China Others

- 106 - Production of more movies and/or investment in movies with a higher production budget The Group derives most of its revenue from productions in the form of production fees. Apart from increasing the number of movies it produces, the Group plans to focus on producing movies with larger production budgets as production budgets affect the amount of producer fees it receives. Typically, movies produced for audiences in larger markets such as Hong Kong, Taiwan and the PRC have larger budgets. The Group has therefore expanded its operations in these regions by, for example, entering into co-production agreements with filmmakers based in the PRC and working closely with its overseas offices. The Group also aims to further extend its reach in these regions by engaging a regional cast which would have an influence in the wider region, and identifying such emerging talents through competitions such as the mm2 Movie Makers Awards. Increasing the size of the Group’s catalogue of movies and exploiting the Group’s existing intellectual property The Group is continuously working to increase the size of its catalogue of movies and to further exploit its existing intellectual property. Currently, it has a catalogue of movies which it owns (either wholly or in part), script rights and sequel rights. It plans to increase the size of its catalogue of movies to gain more leverage in negotiating licencing opportunities, as well as provide opportunities for future revenue streams, such as developing sequels and spin-offs. Overall revenue for the projects which the Group has produced, co-produced and distributed has increased year-on-year, from S$27.73 million in the financial year ended 31 March 2016 to S$55.81 million in the financial year ended 31 March 2017. This has been achieved through the Group’s consistent effort in seeking to enhance its ability to create new content through the acquisitions of majority stakes in Vividthree Productions, UnUsUaL and the set-up of a joint venture company, Dick Lee Asia Pte. Ltd. with Singapore musician Dick Lee. In 2016, it secured the licencing rights from Talpa Global B.V. to produce “The Voice Singapore / Malaysia”. As a result of these efforts, the Group now has integrated capabilities spanning, among other things, 3D animation, visual effects, computer-generated imagery, events production and concerts promotion. Principal Business Activities of the Group The Group’s business is divided into the following key business units, namely its core business (comprising content production, distribution, sponsorship, and cinema operations (including exhibition, confectionery), post- production, event production and concert promotion (comprising production, promotion and other event production and concert promotion activities). The following table sets forth the breakdown of the revenue generated from each of the Group’s business units for each of the financial years ended 31 March 2017, 2016 and 2015 and for the nine month periods ended 31 December 2017 and the year ended 31 March 2017: Unaudited Pro Forma For the financial year ended 31 March Figures Contribution Contribution Contribution 12M Ended to total to total to total 31 Mar 9M Ended 2017 revenue % 2016 revenue % 2015 revenue % 2017 31 Dec 2017 (Audited) (Audited) (Audited) (Unaudited) (Unaudited) (S$’000) Core Business ...... 56,612 59% 29,840 78% 24,287 100% 56,612 54,903 —Production ...... 46,487 49% 21,700 57% 14,955 62% 46,487 47,182 —Distribution ...... 9,326 10% 6,027 16% 8,272 34% 9,326 4,766 —Sponsorship ...... 799 1% 2,113 6% 1,060 4% 799 2,955 Post-production ...... 3,515 4% 3,617 9% — 0% 3,515 1,491 Cinema operations ...... 12,597 13% 4,881 13% — 0% 91,043 65,254 —Exhibition ...... 8,582 9% 3,734 10% — 0% 67,014 46,529 —Confectionery ...... 2,368 2% 905 2% — 0% 14,572 11,654 —Other cinema operations ...... 1,647 2% 242 1% — 0% 9,457 7,071 Event production and concert promotion ..... 22,962 24% — 0% — 0% 22,962 30,119 —Production ...... 7,422 8% — 0% — 0% 7,422 9,830 —Promotion ...... 14,910 16% — 0% — 0% 14,910 18,086 —Other event production and concert promotion(1) ...... 630 1% — 0% — 0% 630 2,203 Others(2) ...... 35 0% — 0% — 0% 35 392 Total ...... 95,721 100% 38,338 100% 24,287 100% 174,167 152,159

(1) Comprises revenue from the co-management of exhibition/concert hall and renting exhibition/convert halls related equipment. (2) Comprises revenue from cafe´ operations, social media advertising activities and development of software for interactive digital media.

- 107 - Core Business

The Group’s Core Business is carried out primarily by the Issuer, mm2 Entertainment Pte. Ltd. (“mm2 Singapore”), mm2 Entertainment Sdn Bhd (“mm2 Malaysia”), mm2 Film Distribution Sdn Bhd (“mm2 Film Distribution”), mm2 Entertainment Hong Kong Limited, mm2 Entertainment USA, mm2 International Pte Ltd and Dick Lee Asia Pte. Ltd.. mm2 Singapore is a Subsidiary Guarantor. See “Corporate and Financing Structure” for further details. This business unit accounted for 59.14%, 77.83% and 100% of the Group’s total revenue and 81.07%, 89.62% and 100% of the Group’s EBITDA for each of the financial years ended 31 March 2017, 2016 and 2015 respectively.

Content Production The Group’s core business is the creation and distribution of motion pictures, video and television programmes and sponsorship. As a producer, the Group provides services across the entire content value chain. This includes securing production financing, script development, appointment of cast and crew, carrying out principal photography and managing the post-production process, and allows the Group to generate revenue from all stages of the process. The Group differentiates its business from other content producers on the basis that it does not, as a matter of practice, itself invest in any movies or retain equity ownership in its productions. The Group may, however, in limited circumstances, retain a small ownership stake in the content it produces (typically around 10.0-15.0%). Its business model focuses on project management, which consists primarily of sourcing and brokering business relationships for investors and production crew in each production it undertakes. Another distinguishing feature of the Group is its creative commercial production division, Double M, which was formed on 18 September 2017. Double M targets clients who are interested in producing television commercials and corporate videos. This is distinct from the Group’s main film production business. Double M’s noteworthy projects include the production of a 13 minute feature film directed by Randy Ang for United Overseas Bank’s 80th Anniversary. Revenue from the content production business is generated from: • producer and consultancy fees; • producer’s bonuses; • government subsidies; • script development; • licencing of copyrights; and • pre-production processes and principal photography. The Issuer believes that this approach allows the Group to reduce the financial risks inherent in the business of content production as the success or failure of any movie it produces will not materially impact the income it derives from a particular project, thereby minimising the Group’s exposure to the volatility of box office collections. The content production process typically involves the following stages:

Concept development In addition to conceiving and developing its own movie productions, the Group receives proposals from various scriptwriters and movie directors for the production of movies. Such proposals typically set out the synopsis, breakdown of various scenes and the proposed scale of the relevant movie. A creative team assesses the plot and further develops the concept by preparing a synopsis and breakdown of various scenes in any proposed movie.

Review feasibility of projects based on synopsis received When deciding whether to produce a movie, the production team typically reviews the first synopsis to assess the likely reception of the movie based on the latest market trends and perceived popularity of the proposed genre. The Group’s ability to work and distribute across multiple markets allows it to efficiently manage the costs associated with production by considering the production locations holistically together with the intended release timetable. The senior management across our regional offices supervises the production process, and the sales and distribution teams are primarily responsible for this assessment process.

- 108 - Shortlist director and principal cast members After reviewing the synopsis of a movie, the director and principal cast members of the movie are shortlisted. The senior management is primarily responsible for this process.

Raise financing Once the director and principal cast members for a movie have been shortlisted, their names as well as the synopsis will be presented to potential stakeholders, such as Turner and Fox, who are invited to acquire a stake in the project. The Group will also source for suitable sponsorships (whether in the form of product placements or branded content).

Appoint director and commence pre-production After sponsorship opportunities are assessed or secured and sufficient funds for the production of a movie have been obtained or committed, the Group proceeds to appoint the director and commence pre-production activities, including script development. Where necessary, the Group will obtain clearance from the relevant authorities. For example, where filming takes place on public roads in Singapore, clearance to film would be sought from the Land Transport Authority. Scriptwriters are employed on a project basis to develop scripts for movies. The script will also be subject to review by the director to meet production, sponsorship and stakeholders’ requirements. The Group will also consider suitable locations, props, and other resources which may be sponsored.

Appoint principal cast and crew When the Group decides to produce a movie, a production budget will be formulated and the director and executive producer will coordinate the engagement of the production crew. The process of engaging the production crew typically takes approximately two to eight weeks, depending on various factors such as the scale of the production. The Group enters into agreements with external parties involved in the production process, mainly artistes, directors, production executives and scriptwriters on a project basis. The services to be provided by such contractors are legislated for in the respective agreements and fees are generally paid in instalments corresponding to the completion of various stages of the production. Certain directors, production executives and scriptwriters may be entitled to share a certain percentage of the profit generated by the movie in which they participated within a certain period of time following its release.

Commence principal photography The principal photography stage of a production is led by the director(s), who is/are supported by production personnel. Production personnel will be divided into production teams specialising in areas such as artistic direction, costumes, production props, make-up or lighting. A production manager is responsible for, among other things, monitoring the production progress and ensuring that it is in accordance with the script and budget, controlling production cash flow and maintaining expense records so as to prevent any cost overrun. The production manager reports to a member of the Issuer’s management team who is usually appointed as executive producer for each production.

Commence post-production Post-production involves movie editing, sound-mixing, voice-dubbing, sound-tracking and, if required, processing of computer-generated special effects. Movie editing is usually performed by the movie director(s). Sound-mixing, voice-dubbing, sound-tracking and processing of special effects, if required, are usually outsourced to third-party service providers. An internal review team comprising the Group CEO and production manager, as well as marketing and sales representatives, will preview the director’s first cut of the movie to provide any feedback. If necessary, a focus group with the stakeholders’ participation will also be formed to watch and respond to the movie before confirming the final cut of the movie for release in cinemas.

Develop marketing strategies for movies Promotion of movies produced or co-produced by the Issuer may commence in the pre-production stage and continue throughout the production process. The Issuer’s staff will prepare marketing and promotional materials such as movie posters and other collaterals. Pre-release promotion may take place up to approximately three months before the release of a movie. Pre-release promotion activities are most intensively conducted one month before the release. The Group may organise press visits to the filming sites during filming to garner media attention. During the pre-release period, the Group may organise promotional events including entertainment

- 109 - shows, movie premieres and advertisements through a number of channels such as displaying posters and advertisements in mass media. The Group may also receive sponsorship for a particular movie from corporate partners as a part of a promotional campaign. The Group delivers advertising and marketing materials, including advertisements and posters, to exhibitors prior to the theatrical release of a movie produced or co-produced by the Group. After obtaining relevant consents, the exhibitors will allocate show times and the number of cinemas for the screening of the movies. The sales and distribution department monitors the release schedules through regular contact with the exhibitors and receives reports on box office receipts from the exhibitors regularly.

Distribution The Group distributes both third-party movies and movies that it produces as part of the content production segment of its core business unit. The Group ventured into the movie distribution business in 2010 when, through mm2 Malaysia, it partnered with Primeworks Studio Sdn Bhd (“Primeworks”) to distribute the Chinese production “Where Got Ghost”( ). The channels and platforms by which the Group distributes movies depend on the movie, and include cinemas, Pay TV, Free TV, online, DVD and in-flight entertainment systems provided by airlines, among others. For films in which the Group owns a stake, the Group is able to license the rights to produce spin-offs or remakes of these movies, or separately retains rights to a percentage of net receipts from the films distributed across these platforms. After the theatrical run of a movie has ended, the Group may also license the script rights, adaptation and sequel rights of movies in its library of movies through third-party licencing arrangements. In the financial years ended 31 March 2017 and 2016, the Group distributed 26 and 24 titles respectively. It was also announced in 2016 that, together with Clover Films Pte. Ltd., the Group further acquired shared distribution rights for 19 movies in Singapore and Malaysia, representing a 111.0% year-on-year increase from the nine distribution titles in the financial year ended 31 March 2015. These 19 titles include, among others, major productions starring Jackie Chan (in “Railroad Tigers”( ) and Zhao Wei and Louis Koo (in “Three”). Having established a stable distribution network in Singapore and Malaysia, the Group continues to explore distribution opportunities in other parts of Asia, such as Taiwan and the PRC.

Portfolio of Projects As at the financial year ended 31 March 2017, the Group has produced, co-produced and/or distributed 160 movies since the beginning of the financial year ended 31 March 2012. Some of the highlights are as follows:

Year of No. Release Title Director 1. 2012 Ah Boys to Men ( ) Jack Neo 2. 2012 We Not Naughty ( ) Jack Neo 3. 2013 Ah Boys to Men 2 ( ) Jack Neo 4. 2013 That Girl in Pinafore ( ) Chai Yee Wei 5. 2014 The Lion Men ( ) Jack Neo 6. 2014 The Lion Men 2: Ultimate Showdown Jack Neo ( ) 7. 2014 The Journey ( ) Chiu Keng Guan 8. 2015 Ah Boys to Men 3: Frogmen ( ) Jack Neo 9. 2015 Mr. Unbelievable (Unbelievable ) Ong Kuo Sin 10. 2015 7 Letters ( ) Royston Tan 11. 2016 Long Long Time Ago ( ) Jack Neo 12. 2016 Long Long Time Ago 2 ( ) Jack Neo 13. 2016 My Love Sinema ( ) Tan Ai Leng 14. 2017 Take 2 ( ) Ivan Ho 15. 2017 The Fortune Handbook ( ) Kelvin Sng 16. 2017 Vampire Cleanup Department ( ) Yan Pak-wing 17. 2017 Lucky Boy ( ) Boris Boo 18. 2017 Turn Around ( ) Chen Ta-pu 19. 2017 Wonder Boy ( ) Dick Lee, Daniel Yam 20. 2017 Ah Boys to Men 4 ( ) Jack Neo 21. 2017 Take Me to the Moon ( ) Chun Yi-Hsieh 22. 2017 Shuttle Life ( ) Tan Seng Kiat

- 110 - Sponsorship The Group derives sponsorship income through offering advertisers content and platform solutions to promote their products and services through the movies and content which the Group produces. Prior to its listing in 2014, the sponsorship business was largely focused in Singapore and Malaysia. Since then, the Group has made plans to enter into, among others, the Hong Kong and Taiwan markets. Other than regional markets, the Group also sought to develop its business across platforms. In 2017, the Group expanded its sponsorship business to capitalise on new markets for online digital content. In collaboration with its digital content producer Butterworks, the Group released a mini web-movie titled “Hooped On You” (“ ”) on Youtube which was sponsored by Etude House and Gong Cha. These sponsorship arrangements are typically originated through cold-calling potential sponsors to pitch to them how their products can be marketed through the Group’s films. In a typical sponsorship arrangement, 50% of the sponsorship fee is payable upon the signing of the contract and the remaining 50% payable one month before the movie is released. Sponsorship revenue is also derived by offering clients ancillary services, such as (i) creating commercials that market both the film and the sponsor’s product; (ii) providing sponsors with movie gala premier tickets for their sponsored films; and (iii) offering cast appearances for sponsors to use at their corporate events. Sponsorship revenue is derived primarily from films and in 2017, Ah Boys to Men 4 contributed the largest proportion of the Group’s sponsorship revenue through agreements with 17 sponsors. From the sponsorship revenue perspective, other significant films include “Fortune Handbook”( ) and “Wonderboy”( ) with six sponsors each, and “Take 2”( ) with five sponsors.

Post-Production The Group’s post-production business refers to services in 3D stereoscopic animation, 3D animation and visual effects for feature films and commercials. They are mainly related to motion picture, video and TV programme post-production activities. The post-production business is carried out primarily by Vividthree Productions. Revenue from post-productions and advertisement services are recognised in the period in which the relevant services are rendered. This business unit accounted for 3.67% and 9.43% of the Group’s total revenue and 0.85% and 7.42% of the Group’s EBITDA for each of the financial years ended 31 March 2017 and 2016 respectively. In April 2015, the Group completed a 51% stake acquisition in Vividthree Productions, a leading multi-award- winning 3D animation, visual effects, computer generated imagery and post-production studio in Singapore. Vividthree Productions caters to commercial, film and TV content and has a global clientele of renowned directors including Jack Neo, Kelvin Sng and Kelvin Tong and clients across commercial, corporate and government sectors including SingTel, Starhub, Mediacorp, Health Promotion Board, Facebook and United Overseas Bank. Highlights of the work done by Vividthree Productions include: (i) The Future of Us Vividthree Productions collaborated closely with the Ministry of National Development, PICO Art International and mm2 Singapore to create Singapore’s first large scale 360 degree dome projection. This immersive and multi-sensory exhibition, offering a glimpse into the future of how Singaporeans will live, work, play, care and learn was located in Gardens by the Bay from 1 December 2015 to 8 March 2016; and

(ii) Ion Sky Vividthree Productions collaborated with ION Orchard to conceptualise and execute evergreen content which highlighted the historical and heritage elements of Singapore’s iconic Orchard Road and ION Orchard. As part of ION Orchard’s campaigns for the year-end festive season, Vividthree Productions also conceptualised and produced seasonal content to be used in their observatory deck which was launched in November 2017. Vividthree Productions’ award-winning post-productions business has received numerous accolades including two gold award in animation and art direction at the 2016 New York Film Festival and two gold awards in art direction and design at the 2016 PromaxBDA Global Excellence Awards.

- 111 - Cinema Operations Since 2015, the Group has made strategic moves into acquiring cinema management and operations businesses in Malaysia, Singapore and Hong Kong as part of its overarching plan to diversify into the downstream value chain of film distribution. These strategic moves bring synergy to the Group’s core business by complementing the upstream film making process with downstream cinema operations. The Group’s cinema operations business is carried out primarily by mm Connect Pte. Ltd., mm Plus Pte. Ltd., Cathay Cineplexes, mm2 Screen Management and mm2 Star Screen Sdn. Bhd.. This business unit accounted for 13.16% and 12.73% of the Group’s total revenue and 3.36% and 2.96% of the Group’s EBITDA for each of the financial years ended 31 March 2017 and 2016 respectively.

Malaysia As at the date of this Offering Circular, the Group’s cinema brand in Malaysia, mmCineplexes, is present in 18 locations throughout Malaysia and operates 133 screens with over 24,022 seats. Through mmCineplexes, the Group is the fourth largest cinema operator in Malaysia and has a market share of about 14% (based on number of screens). The Group has aggressively expanded its Malaysian cinema operations by acquiring Cathay Cineplexes Sdn Bhd’s business operations and assets on 1 November 2015, Mega Cinemas Management Sdn Bhd’s business operations and assets on 1 July 2016 and 13 Lotus Fivestar Cinemas on 15 September 2017. These strategic acquisitions have resulted in mmCineplexes’ extensive footprint across East and West Malaysia, enabling the Group to reach a wider audience, particularly in areas with a growing number of suburban consumers. The movies which are screened range from Tamil to 3D movies. To add to the movie-goers’ experience, mmCineplexes creates hype for the high-profile blockbuster movies, such as Spiderman and Pirates of the Caribbean, by marketing special food and beverage bundles with exclusive movie memorabilia. mmCineplexes also offers themed promotions based on festive events, for example, the Chinese New Year In-Cinema Contest which offers a cash prize to the winners of the Chinese New Year themed contest. To cater to different segments of consumers, mmCineplexes offers additional services, such as offering the various cinema locations for corporate events, alongside its Platinum Movie Suites which offers a lush lounge area and bar that enhances the movie-goers’ overall experience.

Singapore On 24 November 2017, the Group completed its acquisition of 100% of the issued and paid-up shares of Cathay Cineplexes including the “Cathay” brand and its entire cinema operations and assets in Singapore. This was a purchase of a piece of Singapore’s entertainment history, as the “Cathay” name is a household name in Singapore. The acquisition is another strategic investment by the Group in line with the Group’s overarching strategy to diversify into the downstream value chain of film distribution, and complements its other cinema operations in Malaysia. The Group is now the only cinema operator present in both Singapore and Malaysia. Cathay Cineplexes has a market share of approximately 25% (based on number of screens) in Singapore. Cathay Cineplexes operates in both heartland and central areas across eight locations in Singapore with 64 screens, the newest of which, Parkway Parade, opened on 28 September 2017. Cathay Cineplexes’ primary sources of revenue are its box office ticket sales and the related food and beverage business, which in aggregate accounted for 28.75% of total revenue based on the unaudited proforma consolidated financial information of the Group for the 9 months ended 31 December 2017. Cathay Cineplexes provides consumers with various tiers of ticket classes to cater to a variety of consumer preferences, including private movie screenings and the Elite Club which offers consumers ergonomically designed luxurious leather seats for the ultimate movie going experience. Moving forward, the Group has plans to make Cathay Cineplexes one of the major film exhibitors in the Asian market.

Hong Kong On 3 May 2017, the Group expanded its reach into Hong Kong by entering into a binding memorandum of understanding with Cinema Pro Limited and Kbro Media Co. Limited for the purchase of 3,200,000 new shares (totalling 19.68% of the enlarged share capital) in Cinema Pro Limited. This collaboration leverages on the Group’s expertise in movie production, the experience that cinema veteran Chan Chi Leung (CEO of Cinema Pro Limited) has and the strong support of Kbro Media Co. Ltd.

- 112 - Cinema Pro Limited provides an all-in-one cinema management service and allows the Group to increase its presence in new cinema project opportunities across Asia.

Event Production and Concert Promotion On 11 August 2016, the Group successfully completed the acquisition of a 51.0% stake in UnUsUaL, a recognised player in the live entertainment industry, for an initial investment consideration of S$26,000,000. UnUsUaL specialises predominantly in the organisation, production and promotion of large-scale live events and concerts for international artistes, and has expertise in collaborating with venue owners and managers and providing technical solutions and creative input in the execution of such events and concerts in Singapore and the region. The Group’s event production and concert promotion business is carried out primarily by UnUsUaL Limited and its subsidiaries, namely UnUsUaL Management Pte. Ltd., UnUsUaL Productions Pte Ltd, UnUsUaL Entertainment Pte. Ltd., UnUsUaL Productions (M) Sdn Bhd and UnUsUaL Entertainment International Limited.

This business unit accounted for 23.99% of the Group’s total revenue and 15.54% of the Group’s EBITDA for the financial year ended 31 March 2017. UnUsUaL was listed on the Catalist Board of the SGX-ST on 10 April 2017 and, as at the date of this Offering Circular, has a market capitalisation of S$483.71 million. Production Segment As a producer of large-scale live events and concerts, UnUsUaL:

• conceptualises and develops creative input; • provides consultancy services in relation to the management and organisation of concerts and events; • provides design solutions in terms of set creation and stage design; • provides technical solutions in terms of stage and stage lighting and video production requirements; and • manages and oversees the entire production set-up. Under its production business segment, UnUsUaL provides overall support to the artiste’s team or the event organiser in their set-up and installation, with the aim of supporting the artiste to deliver the best possible performance, supported and enhanced by high quality technical services. It also works closely with the artiste’s tour team’s technical engineers to design and configure the stage lighting and video production systems, taking into consideration, among other things, the stage to be used, the artiste’s requirements and the capacity of the concert venue. UnUsUaL may also sub-contract certain parts of its projects and services to third-party contractors. UnUsUaL’s production business segment also provides creative input for the production of an event, typically for large-scale event organisers. This involves working closely with its clients to conceptualise, design and execute ideas to suit the theme of any event. In 2015, it provided technical solutions for the Sing50 event at the Singapore National Stadium and provided creative input (which included choreographing a special laser and light show) for the 28th SEA Games Carnival held in conjunction with the 28th SEA Games which were hosted by Singapore.

Promotion Segment As a promoter of concerts and events, UnUsUaL: • works with artiste managers to assess the suitability of different venues and to coordinate artistes’ availabilities; • handles ticketing matters for concerts and events; • markets and promotes concerts and events; and • coordinates with and/or assists artiste management companies with the appointment of relevant third-party service providers (such as venue owners or managers) and suppliers in all matters pertaining to concerts and events. Its track record is supported by its good working relationships with various artistes, artiste managers, artiste management companies and artiste agents, as fostering such relationships enables it to secure top artistes and the best concerts and events from around the world. UnUsUaL also maintains close ties with venue managers and owners, as the venue is one of the most crucial factors and a major cost component for a concert or event. Returning artistes who continue to engage UnUsUaL for their concerts include Air Supply for its 2009, 2010 and 2015 concerts and JJ Lin ( ) for his 2009, 2011, 2013 and 2015 concerts.

- 113 - With its extensive network and contacts in the entertainment industry, UnUsUaL has also been successful in securing rights to promote the concerts of popular artistes. This includes award-winning mandopop and cantopop artistes such as Jacky Cheung ( ) and Wakin Chau ( ), top-selling western artistes such as Lionel Richie and the Pet Shop Boys, and Korean acts such as iKON and Wondergirls. In addition to music events, it has also been involved in the promotion of events by popular dog behaviourist Cesar Milan, and well-known magicians such as Joaquin Ayala and Tanya and Kevin James for the “Masters of Illusion—Live!” performance in 2012, one of the world’s largest touring magic and illusion show. Attendance for the concerts and events organised by UnUsUaL range from 5,000 at venues such as The Star Performing Arts Centre to up to 20,000 for concerts held at the Singapore National Stadium. To complement its production and promotion business units, UnUsUaL has entered into collaboration agreements with the SingEx Venues Group for the use of The Max Pavilion @ Singapore Expo and the promotion of Singapore Expo as the alternative venue for concerts and events. In December 2016, it renewed the agreements with the SingEx Venues Group for such collaboration until 31 December 2017. Under its collaborations with the SingEx Venues Group, UnUsUaL provides and installs SLV equipment and related services for all concerts and events held at The Max Pavilion @ Singapore Expo. The SingEx Venues Group correspondingly handles all bookings at The Max Pavilion @ Singapore Expo. Under this arrangement, UnUsUaL shares a portion of the revenue generated from the usage of The Max Pavilion @ Singapore Expo.

Online Content Production and Distribution In addition, the Group is in the midst of developing its online content production and distribution capabilities. Recognising the internet as a potential avenue for business growth, the Group completed an acquisition in 2015 for a 70% stake in Millinillion Pte Ltd (now known as mm2view Pte. Ltd. (“mm2view”)), a tech start-up developing interactive solutions for digital users globally. This enhances the Group’s capabilities and sharpens the Group’s competitive edge by allowing it to bypass mainstream media providers, such as cable broadcasters, and sell content directly to consumers through the internet and the over-the-top platform (“OTT Platform”). As part of the OTT Platform launch, the first 3 titles of the Ah Boys to Men franchise will be available for free. Subsequently, all mm2 productions will be available exclusively on the OTT Platform. Apart from showcasing mm2 productions, the OTT Platform will also provide viewers with a curated selection of short films. To further enhance its online content production and distribution capabilities, mm2 Asia acquired a 15% stake in RINGS.TV Pte. Ltd. (“RINGS.TV”) in 2017. RINGS.TV is Singapore’s first interactive broadcasting platform to stream and broadcast live concerts, performances, conferences and other events. This allows the Group to extend its reach by tapping into online live broadcasting commercial opportunities and enhances its ability to provide entertainment content to further corners of the market. As part of its online digital strategy, the Group’s creative production arm, Double M, collaborates with several digital content producers including the YouTube content producers Cheokboardstudios and Ridhwan Azman to produce its online content and expand its business into the online digital space. Through such collaborations, the Group is able to tap into the subscriber base of the respective digital content producers and increase awareness of its activity in the online digital space.

Key Milestones

Date Description January 2009 mm2 Malaysia entered into a contract with mmStudios Sdn Bhd, a wholly owned subsidiary of Media Prima Berhad, to produce 80 hours of television dramas per year over a period of three years, for broadcast on Malaysian TV Channels, 8TV and NTV7. In conjunction with this, mm2 Malaysia also entered into and executed a contract on 10 February 2010 to acquire the assets and personnel of mmStudios. 2009 mm2 Malaysia ventured into the production of its first two movies which were produced back-to-back, namely “Aku Tak Bodoh” (an original adaptation of Jack Neo’s movie, “I Not Stupid”) and “Phua Chu Kang the Movie”, a spin-off of a popular TV sitcom in Singapore and Malaysia. March 2010 The Group, through mm2 Malaysia, ventured into the movie distribution business when it entered into a co-distribution agreement with Primeworks to distribute the movie, ‘Where Got Ghost” ( ) in March 2010.

- 114 - Date Description 2011 mm2 Malaysia commenced production of its first two movies, “We Not Naughty” with Jack Neo, and a horror movie “23:59” together with Singaporean producer Eric Khoo. “We Not Naughty”( ) attracted reputable stakeholders, such as Starhub Ltd. and Media Prima Berhad. November 2012 Theatrical release of “Ah Boys to Men”, which generated S$6.21 million at the Singapore box office, which became the highest-grossing local film at the time of its release. 2013 Commencement of the production of the Issuer’s first Taiwan-filmed movie, “ ”, as well as PRC-filmed movies, “Spinning into Darkness”, by Singapore director Samm Chan, and “ ”, co-produced with Can Xing Cultural and Broadcasting Company. Owned by Star China Media, Can Xing Cultural and Broadcasting Company has produced numerous popular TV programmes in China, including “The Voice of China” and “China’s Got Talent”. 2013 Premiere of “That Girl in Pinafore”, a movie produced and distributed by the Issuer, at the 16th Shanghai Film Festival. February 2013 Theatrical release of “Ah Boys to Men 2”( ), which generated S$7.90 million at the Singapore box office, which became the highest-grossing local firm at the time of its release. December 2013 Melvin Ang named as one of the top five individuals on the Straits Times’ annual Power List, a list of leading individuals in Singapore’s arts, entertainment and lifestyle sectors. 2014 mm2 Singapore. joined the list of co-sponsoring companies for the Infocomm Media Development Authority’s (“IMDA”) (then known as the Media Development Authority) Media Education Scheme (“MES”). MES is a scholarship programme launched by IMDA in 2003 with the aim of grooming future leaders in the media industry through the provision of sponsorship, career opportunities and training. The Group recognises the importance of nurturing and training media professionals and sees its participation as playing a part in the grooming of future industry talents. 30 January 2014 Theatrical release of “The Journey”( ), a movie produced by Astro Shaw Sdn. Bhd. and distributed by mm2 Malaysia which collected RM17.16 million at Malaysian box offices and became the highest-grossing Malaysian movie at the time of its release. April 2014 The “Ah Boys to Men” series of movies was subsequently adapted into a stage musical, which enjoyed a successful run in April 2014. June 2014 Commenced production of “ATM”, the Group’s first movie co-produced in Hong Kong. December 2014 mm2 Asia listed on the SGX-ST Catalist Board. January 2015 Rolled out mm2 Red Carpet Club exclusively for shareholders. mm2 Singapore. signed a co-production agreement with Fox International Channels, for the latter’s flagship 24-hour Cantonese and Mandarin movie channel, Star Chinese Movies ( ). The collaboration was for four Singaporean films, “Ah Boys to Men 3: Frogmen”( ), “Long Long Time Ago” ( ), “3688” (directed by Royston Tan) and “1965” co-produced by Daniel Yun and directed by Randy Ang). February 2015 Theatrical release of “Ah Boys to Men 3: Frogmen”( ), which generated S$7.62 million at the Singapore box office, and became the highest- grossing opening weekend local film at the time of its release. April 2015 Completion of 51.0% stake acquisition in Vividthree Productions June 2015 Issuance of S$2.875 million convertible bonds to Phillip Asia Pacific Opportunity Fund Ltd.

- 115 - Date Description July 2015 Issuance of S$2.60 million with S$1.30 million greenshoe option exchangeable convertible bonds to 3VS1 Asia Growth Fund 2 Ltd. November 2015 Completion of acquisition of two cineplexes from Cathay Cineplexes Sdn Bhd. December 2015 Completion of 70.0% stake acquisition in Millinillion Pte Ltd (now known as mm2view Pte. Ltd.). February 2016 Completion of share split of one ordinary share to two ordinary shares. March 2016 Entered into placement agreement with Starhub Ltd to acquire 9.0% in the Issuer for S$18 million. May 2016 Entered into sale and purchase agreement to acquire 51.0% stake in UnUsUaL. mm2 Singapore entered into a film co-production term sheet agreement with BouderLight pictures, a U.S.-based production and international sales company, to co-produce a film called “Good Match”. The production of “Good Match” is the Group’s first film investment into the U.S. market. Signed an agreement to collaborate with a Chinese production company, Shanghai Man Man Er Culture and Broadcast Co., Ltd., on its 35-episode television series in China called “My Love, Farewell”( ). Under the terms of the agreement, the Issuer licensed the original story rights to Shanghai Man Man Er Culture and Broadcast Co., Ltd. To produce the series, with the Issuer acting as the global distributor. mm2 Asia announced that, together with Clover Films Pte. Ltd., the Group has acquired shared distribution rights for 19 movies in Singapore and Malaysia, representing a 111% year on year increase from the nine distribution titles in FY2016. Among the 19 titles were China and Hong Kong big productions starring Jackie Chan in “Railroad Tigers”( ) and Zhao Wei and Louis Koo in “Three”. June 2016 UnUsUaL’s proposed listing on the SGX-ST Catalist Board. Partnered with SCM to co-produce two Taiwanese productions, “Turn Around” ( ) and “Don’t Wanna Say Goodbye”( ). July 2016 Completion of the acquisition of cinema businesses and assets from Mega Cinemas Management Sdn Bhd. August 2016 Recognised by Forbes as one of Asia’s 200 Best under a Billion. Completion of acquisition of 51.0% stake in UnUsUaL. February 2017 Incorporation of mm2 International Pte. Ltd. ( )in Shanghai, the PRC. March 2017 Entered into a share subscription and shareholders’ agreement with SPH Media Fund Pte Ltd, RINGS.TV Pte. Ltd. and its holding company, Mozat Pte Ltd in relation to its subscription for 15.0% of RINGS.TV shares with a further call option to increase stake to 20.0%. May 2017 mm2 Singapore entered into an agreement with Turner Asia Pacific (“Turner”) to co-produce five cinematic films over three years with a multi-million-dollar budget. The collaboration marks the first foray by global media conglomerate Turner into film production in Southeast Asia, and is part of a wider strategic effort to invest in and produce more Asian content. mm2 Singapore entered in a binding memorandum of understanding with Cinema Pro Limited ( ) and Kbro Media Co. Limited to acquire 3,200,000 new shares totalling 19.68% of the enlarged share capital at HKD1.25 each in Cinema Pro Limited ( ), a professional cinema management company based in Hong Kong. June 2017 “Shuttle Life”( ) won Best Film, Best Cinematography and Best Actor in the Asian New Talent Award category at the 20th Shanghai International Film Festival.

- 116 - Date Description July 2017 Entered into subscription agreements with certain subscribers in connection with the Issuer’s issuance of an aggregate of S$93,040,000 convertible securities. August 2017 The Issuer transferred to the SGX-ST Mainboard, becoming the first Singaporean film production company to be listed on the SGX-ST Mainboard. September 2017 Premiere of “The Voice Singapore / Malaysia”, which is co-produced by mm2 Singapore, Starhub Ltd. and Astro Malaysia Holdings Berhad for Singapore and Malaysia. Since its debut, the show has been the highest-rated show year-to-date for the 8.30 p.m. prime time slot, gathering seven million digital views and 15 million people in social media reach. mm2 Singapore signed an MOU with New Culture Media Hong Kong Ltd (a wholly owned subsidiary of Shanghai New Culture Media Group Co., Ltd) and 9i Film & Television Media Co. Ltd. to co-invest and co-produce, over the next three years, a total of U.S.$25 million in five films and multiple online films, a format which is popular on the Chinese internet. Completion of acquisition of a chain of cinemas from Lotus Fivestar Cinemas (M) Sdn Bhd. November 2017 Entered into an option agreement with Cathay Organisation for the purchase of its cinema operations in Singapore for a total consideration of S$230 million. The target company operates cinemas in eight locations across Singapore, with a total of 64 screens and 11,569 seats. Theatrical release of “Ah Boys to Men 4”( ). February 2018 Issue of S$47,850,000 of convertible debt securities by MM Connect Pte Ltd.

Properties and Fixed Assets The following table sets out the properties leased or owned by the Group as at the date of this Offering Circular.

Approximate Land Area Description of Landlord/ Tenant/ Lessee Location (sq ft) Tenure Use Lessor mm2 Singapore 1002, Jalan Bukit 3,364 3 years from Office DBS Trustee Merah, #07-11, 1 November 2015 Limited(1) Singapore 159456 mm2 Singapore 1002, Jalan Bukit 915 3 years from Office DBS Trustee Merah, #07-13, 7 December 2016 Limited Singapore 159456 mm2 Singapore 1002, Jalan Bukit 915 3 years from Office DBS Trustee Merah, #07-18, 19 May 2017 Limited Singapore 159456 mm2 Singapore 8 Enggor Street, 699 2 years from Lodging for Arcadia #47-03, 1 August 2017 overseas Development Singapore 079718 staff and Pte Ltd guests mm2 Singapore 28A Jalan Lempeng 1,044 2 years from Lodging for Hong Ying #29-15, The Trilinq, 11 August 2017 overseas Siew & Foo Singapore 128808 staff and Toon Swee guests 2MM Pte. Ltd. 1 Zubir Said Drive, 2,254 3 years from Bar & Café Singapore Arts #01-01/02, 31 August 2017 Business School Ltd Singapore 227968 Vividthree 1093 Lower Delta 3,363 3 years from Office DBS Trustee Productions Pte. Ltd. Road #05-10 16 November 2016 Limited Singapore 169204

- 117 - Approximate Land Area Description of Landlord/ Tenant/ Lessee Location (sq ft) Tenure Use Lessor Vividthree 1093 Lower Delta 2,894 2 years from VR DBS Trustee Productions Pte. Ltd. Road #05-11/12/13 1 December 2017 Showroom Limited Singapore 169204 Vividthree 67 Ubi Road 1 2,239 2 years from Leased to Vividthree Productions Pte. Ltd. #10-12 Oxley Bizhub 1 August 2017 Herim Productions Pte Singapore 408730 Himer Pte Ltd(3) Ltd Cathay Cineplexes 22 Martin Road, 5,210 3 years from Office Riverine Realty Pte Ltd #03-02, #04-02 1 January 2016 Pte Ltd Singapore 239058 Cathay Cineplexes The Cathay, 59,848 5 years from Cinema Cathay Building Pte Ltd 2 Handy Road, 23 March 2016 Operation & 2002 Pte Ltd #05-01, #06-01, Office #07-01, Singapore 229233 Cathay Cineplexes Cineleisure Orchard, 59,621 5 years from Cinema The Orchard Pte Ltd #01-09, #04-03, 15 June 2013 Operation & Entertainment #04-04-05, Level 5, Office Centre Pte Ltd Level 6, Level 6, 8 Grange Road, Singapore 239695 Cathay Cineplexes NTUC Downtown 23,291.50 5 years from Cinema Resorts Concept Pte Ltd East, 1 Pasir Ris 16 May 2013 Operation & Pte Ltd Close, #04-106-108, Office E!hub, Singapore 519599 Cathay Cineplexes Parkway Parade, 27,082.22 6 years from Cinema Prime Asset Pte Ltd 80 Marine Parade 31 July 2017 Operation & Holdings Road, #07-10-17, Office Limited Singapore 449269 Cathay Cineplexes Causeway Point, 32,497 5 years from Cinema HSBC Pte Ltd 1 Woodlands Square, 6 January 2018 Operation & Institutional #07-01, Office Trust Services Singapore 738099 (Singapore) Limited(2) Cathay Cineplexes Jem, 46,603.32 6 years from Cinema Lend Lease Pte Ltd 50 Jurong Gateway 29 November 2013 Operation & Retail Road, #05-04, Office Investments Singapore 608549 Pte Ltd Cathay Cineplexes AMK Hub, 43,820.25 2 years from Cinema Mercatus Pte Ltd 53 Ang Mo Kio 1 July 2017 Operation & Co-operative Ave 3, #04-01, Office Limited and Singapore 569933 NTUC Club Cathay Cineplexes West Mall, 27,663 6 years from Cinema Alprop Pte Ltd Pte Ltd 1 Bukit Batok Central 22 February 2013 Operation & Link, #05-01, Office Singapore 658713 UnUsUaL Limited 45 Kallang Pudding 1,601 2 years from Office & Axcel Road, #01-01, 1 August 2016 Warehouse Properties Alpha Building, Pte Ltd Singapore 349317

- 118 - Approximate Land Area Description of Landlord/ Tenant/ Lessee Location (sq ft) Tenure Use Lessor Dick Lee Asia 1003 Bukit Merah 125 6 months from Storage L+S Self Pte. Ltd. Central, #02-03, 23 November 2017 Facility Storage Pte Ltd Singapore 159836 mm2 Malaysia B.15.3A, Menara 3,118 3 years from Office Value Merchant Bata, PJ Trade Center 1 March 2018 Sdn Bhd No. 8, Jalan PJU 8/8A, Bandar Damansara Perdana, 47820 Petaling Jaya, Selangor mm2 Malaysia B.09.01 Menara Bata, 2,143 1 year from Office Melvin Ang/ PJ Trade Center, 1 April 2017 Angelin Ong/ No.8, Jalan PJU Kent Chan 8/8A, Bandar Damansara Perdana, 47820 Petaling Jaya, Selangor mm2 Malaysia B.06.03 Menara Bata, 2,852 NA Office mm2 Malaysia PJ Trade Center, No. 8, Jalan PJU 8/8A, Bandar Damansara Perdana, 47820, Petaling Jaya, Selangor mm2 Screen Lot 2-02, 2-03, 77,106 3 years from Cinema Damansara Management 2-03A & 2-06 26 November 2015 Operation & Entertainment (“Cinema Halls B”), Office Centre Sdn Bhd 2-07 (“Cinema Halls A”), Second floor and Lot 2M-01 (“Cinema Halls C”), Second Mezzanine Floor, eCurve, Mutiara Damansara mm2 Screen Lot M5-03 & 04, Lot 63,125 3 years from Cinema Johdaya Karya Management J6-01 & 01A & Lot 20 June 2016 Operation & Sdn Bhd M7-01 & J7-01, Office Level 5,6 & 7, Johor Bahru City Square, 106-108, Jalan Wong Ah Fook, 80000 Johor Bahru, Johor. mm2 Screen No. F-01, 1 Persiaran 33,932 3 years from Cinema Sunshine Management Dagangan, Pusat 17 January 2017 Operation & Supermarket Bandar Bertam Office and Perdana, Departmental 13200 Kepala Batas Store Sdn Bhd Penang Malaysia mm2 Screen Level 10, Langkawi 12,000 3 years from Cinema Teow Soon Management Parade, A14-15, 1 March 2015 Operation & Huat Holdings Pokok Asam, Kuah, Office Sdn Bhd 07000 Langkawi, Kedah.

- 119 - Approximate Land Area Description of Landlord/ Tenant/ Lessee Location (sq ft) Tenure Use Lessor mm2 Screen Lot 4-06, 4-07, 46,404 3 years from Cinema Mega Cineplex Management 4-07A, Level 4, 1 November 2015 Operation & Sdn Bhd Megamall Penang, Office No. 2828, Jalan Baru, Bandar Perai Jaya, 13600 Seberang Perai Tengah, Pulau Pinang. mm2 Star Screen Lot 1, Ground Floor, 18,000 2 years from Cinema Norman Sdn. Bhd. Jalan Medan Niaga 5, 1 January 2017 Operation & Greenshank Kuala Selangor Office Mall Sdn Bhd mm2 Star Screen FF-01-A, 1st Floor 28,977 3 years from Cinema Setia Awan Sdn. Bhd. D’Mall, Seri Iskandar 1 December 2016 Operation & Properties Business Centre, Office Sdn Bhd Bandar Seri Iskandar, Perak mm2 Star Screen Lot F.01A, 32,432 3 years from Cinema Tashima Sdn. Bhd. 1 Segamat Shopping 15 December 2017 Operation & Development Compleks, 1st Floor, Office Sdn Bhd Jalan Kolam Air, Segamat, Johor mm2 Star Screen 33-5-09 Prangin 44,615 3 years from Cinema Jalinan Abad Sdn. Bhd. Mall, No. 33 Jalan 1 January 2016 Operation & Sdn Bhd Lim Chew Leong, Office Georgetown, Penang mm2 Star Screen No. 98, Lot 2-148, 12,000 7 months from Cinema Gading Sdn. Bhd. 2nd Floor, Pusat 1 September 2017, Operation & Sempurna Perniagaan Kiara with an automatic Office Sdn Bhd Square Bahau Negeri extension of 4 years Sembilan mm2 Star Screen No. 98, Lot 3-162A, 9,165 7 months from Cinema Monocrest Sdn. Bhd. 3rd Floor, Pusat 1 September 2017, Operation & Sdn Bhd Perniagaan Kiara with an automatic Office Square Bahau Negeri extension of 4 years Sembilan mm2 Star Screen Lot L4-03, Tingkat 4, 20,696 5 January 2017 to Cinema Shaw & Sons Sdn. Bhd. Kompleks Shaw 30 April 2020 Operation & (KL) Sdn Bhd Centre Point, Jalan Office Raja Hassan, Klang, Selangor mm2 Star Screen 4th Floor, Riverside 13,980 1 June 2015 to Cinema Sejadu Sdn Bhd Sdn. Bhd. Shopping Complex, 31 May 2021 Operation & Jalan Tunku Abdul Office Rahman, Kuching Sarawak mm2 Star Screen Lot L1-12, IOI Mall, 18,812 3 years from Cinema Nice Frontier Sdn. Bhd. No. 1, Lebuh Putra 10 November 2017 Operation & Sdn Bhd Utama, Bandar Putra, Office Kulai Jaya, Johor mm2 Star Screen 2-01, 2nd Floor, 26,281 3 years from Cinema Sentral Retails Sdn. Bhd. Kerian Sentral Mall, 18 December 2017 Operation & Sdn Bhd Lot 23252, Jalan Office Sekolah, Parit Buntar, Perak Darul Ridzuan

- 120 - Approximate Land Area Description of Landlord/ Tenant/ Lessee Location (sq ft) Tenure Use Lessor mm2 Star Screen Parcel S1, 2nd Floor, 38,750 3 years from Cinema The Summer Sdn. Bhd. The Summer 1 May 2017 Operation & Shopping Mall Shopping Mall, Lot Office Sdn Bhd 7455, Block 1, Samarahan Land District, Lalan Dato Mohd Musa, Kota Samarahan, Sarawak mm2 Star Screen Lot S01 & S18, 2nd 43,496 3 years from Cinema MTrustee Sdn. Bhd. Floor, Mahkota 1 September 2015 Operation & Berhad for Parade, No. 1, Jalan Office Hektar REIT Merdeka, Melaka mm2 Star Screen 3A-5-06, Kompleks 25,005 3 years from Cinema Lotus Five Star Sdn. Bhd. Bukit Jambul, Jalan 1 November 2017 Operation & Properties Rumbia, Penang Office (M) Sdn Bhd mm2 Star Screen Lot 554, 555 & 583 31,124 3 years from Cinema Lotus Five Star Sdn. Bhd. Jalan Baru, Taman 1 March 2016 Operation & Properties Tasik Emas, Kampar, Office (M) Sdn Bhd Perak mm2 International Room 1602, No. 150 1,771 3 years from Office Xie Ze Rong Co. Ltd (Shanghai) Pu Hui Tang Road, 1 December 2016 Hui Xin International, Shanghai China 200030 mm2 Entertainment Workshop 14, 5/F & 1,200 1 year fixed from Office Plaudit Hong Kong Limited Flat Roof Kenning 1 January 2017 Company Industrial Building, 1 year optional Limited No.19 Wang Hoi from 1 January 2018 Road, KLN mm2 Entertainment 12 East 49th Street, N.A Monthly Renewal Office WeWork USA, Inc 11th Floor, (Shared (shared New York, co-working co-working NY 10017 space) space)

(1) DBS Trustee acting as the trustee of Mapletree. (2) HSBC Institutional Trust Services acting as the trustee of Frasers Centrepoint Trust. (3) Property owned by Vividthree Productions Pte Ltd.

Major Customers The Group’s customers can be generally categorised into the following groups: (a) its investors; (b) independent distributors, exhibitors and licensees, who mainly include movie distributors, exhibitors, video hosting websites, video on demand operators, DVD distributors, operators of Pay-TV and Free-TV channels, airlines and internet platforms for various devices; and (c) advertisers and sponsors, who are unrelated parties and promote their products or services through product placements in movies produced or co-produced by the Group or as a sponsor to a promotional campaign for movies produced or co-produced by the Group. The Group provides its services as a producer on a project basis and works with different customers depending on the requirements of the project at hand. As a result of this, revenue received from its customers may fluctuate. The Group also does not have any long-term agreements or arrangements with any of its major customers.

- 121 - The following customers, who may variously comprise any of (a), (b) and/or (c) above, individually accounted for 5.0% or more of the Group’s total revenue for the financial years ended 31 March 2017, 2016 and 2015 as illustrated below:

For the financial years ended 31 March 2017 2016 2015 % of total % of total % of total Revenue revenue Revenue revenue Revenue revenue S$ Customer 3VSI Asia Growth Fund 2 Ltd ...... — 0 — 0 3,993,261 16 Blue 3 Pictures Pte Ltd ...... — 0 — 0 1,220,000 5 Clover Films Pte Ltd ...... — 0 2,315,874 6 — 0 Golden Village Pictures Pte Ltd ...... — 0 5,179,603 14 2,960,016 12 Harvest Media Capital Pte Ltd ...... 6,000,000 6 — 0 — 0 J Team Productions Pte Ltd ...... — 0 4,247,144 11 1,319,780 5 Papahan Films Pte Ltd ...... — 0 2,460,000 6 — 0 Shanghai Man Man Er Culture & Broadcast Co., Ltd ...... 10,000,000 10 4,900,000 13 — 0 SportsHub Pte. Ltd...... 11,618,228 12 — 0 — 0 Starhub Cable Vision Ltd ...... — 0 1,890,000 5 — 0 Others ...... 68,103,554 72 17,345,797 45 14,793,467 62 Total ...... 95,721,782 100 38,338,418 100% 24,286,524 100%

Save as disclosed above, none of the Group’s customers accounted for 5.0% or more of the Group’s total revenue for each of the financial years ended 31 March 2017, 2016 and 2015.

Major Suppliers The Group’s major suppliers are service providers who supply the Group with production services. The services that the Group requires vary from project to project and, as such, the major suppliers vary every year. The suppliers accounting for 5.0% or more of the Group’s total purchases for each of the financial years ended 31 March 2017, 2016 and 2015 are as follows:

For the financial years ended 31 March 2017 2016 2015 % of total % of total % of total Purchases purchases Purchases purchases Purchases purchases S$ Supplier Blue 3 Pictures Pte Ltd ...... — 0 2,288,354 11 — 0 Chuan Pictures Pte Ltd ...... — 0 1,302,020 7 — 0 J Team Productions Pte Ltd ...... 4,136,704 8 2,599,522 13 2,580,876 18 Wan Li Entertainment Co., Ltd ...... 4,900,000 10 — 0 — 0 Others ...... 41,430,678 82 13,761,673 69 12,122,732 82 Total ...... 50,467,382 100% 19,951,569 100% 14,703,608 100

Save as disclosed above, none of the Group’s suppliers accounted for 5.0% or more of the Group’s total purchases for each of the financial years ended 31 March 2017, 2016 and 2015. The year-to-year fluctuation in the percentage of total purchases from individual suppliers is dependent on the Group’s procurement decisions and availability of supply. Among other things, the factors considered are the quality, pricing, delivery schedule and the payment terms from the respective suppliers.

Credit Policy Credit Terms Offered to Customers As at the financial year ended 31 March 2017, the Group’s gross trade receivables amounted to approximately S$37.34 million and the Group’s net trade receivables (being gross trade receivables less allowance for impairment) amounted to approximately S$37.16 million.

- 122 - The average trade receivables’ turnover days for each of the financial years ended 31 March 2017, 2016 and 2015 is as indicated below:

For the financial years ended 31 March 2017 2016 2015 Average trade receivables’ turnover days(1) ...... 111 185 199

(1) For each of the financial years ended 31 March 2017, 2016 and 2015, the average trade receivables’ turnover days is calculated on the basis of average trade receivables (net of allowance for doubtful debts, if any) divided by revenue multiplied by 365 days. The Group’s average trade receivable turnover days has decreased owing to (a) the Core Business’ improvements/increased speed in collection of debts, and (b) the addition of the cinema business and UnUsUaL to the Group, which are able to collect debts owed by customers within shorter time periods. The Group’s credit terms to customers range from 30 to 180 days, which are usual for the industry in which the Group operates.

Credit Terms Granted by Suppliers The credit terms generally granted by the Group’s suppliers are between 30 to 60 days. The Group’s average trade payables, turnover days for each of the financial years ended 31 March 2017, 2016 and 2015 are as follows:

For the financial years ended 31 March 2017 2016 2015 Average trade payables turnover days (including production in progress)(1) ...... 98 225 306

(1) For each of the financial years ended 31 March 2017, 2016 and 2015, the average trade payables’ turnover days is calculated on the basis of average trade payables divided by cost of sales multiplied by 365 days The number of the Group’s payables’ turnover days has decreased owing to (a) the Core Business’ diligence in paying off creditors, which in turn speeds up content production activities to cater for the increasing volume of business, and (b) the addition of the cinema business and UnUsUaL to the Group which generally have shorter credit terms in their contracts and activities.

Competition The Group operates in a highly competitive industry and is subject to intense competition from existing players as well as new entrants to the industry. To counter this, the Group focuses on building its track record, reputation, brand recognition, long-standing business relationships and credibility, which play a critical role in succeeding in the industry, making it difficult for new players to enter the market easily. The Group competes with other global movie companies for cinema space and run schedules of movies. During festive periods such as Chinese New Year and Christmas, competition is even tougher among foreign and local movies in terms of movie release schedules and cinema screens. As at the date of this Offering Circular, the Group’s main competitors in Singapore and Malaysia, i.e. in terms of companies which provide a similar range of services, are as follows:

Country Name of competitor Singapore ...... 1. Zhao Wei Films Pte. Ltd. 2. Hot Cider Films Pte. Ltd. 3. Gorylah Pictures Pte. Ltd. 4. Clover Films Pte. Ltd. 5. Zingshot Productions Pte. Ltd. 6. Raintree Pictures Pte. Ltd. 7. SIMF Management Pte. Ltd. 8. Mediacorp Pte. Ltd. Malaysia ...... 1. Primeworks Studios Sdn. Bhd. 2. SKT Studios Sdn. Bhd. 3. JE Pictures Sdn. Bhd. 4. Double Vision Pictures Sdn. Bhd. 5. Asia Tropical Films Sdn. Bhd.

- 123 - Country Name of competitor China ...... 1. Ciwen Media Co. Ltd. ( ) 2. Chengdu B-Ray media Co. Ltd. ( ) 3. Zhejiang Huamei Holding Co. Ltd. ( ) 4. Zhejiang Huace Film & TV Co. Ltd. ( ) 5. Shanghai New Culture Media Group Co. Ltd. ( ) 6. TVZone Media Co. Ltd. ( ) Taiwan ...... 1. MandarinVision Co. Ltd. ( ) 2. Double Edge Entertainment Corp. Ltd. ( ) 3. Sky Films Entertainment Co. Ltd. ( ) 4. 1 Production Film Co. ( ) 5. Vie Vision Pictures Co. Ltd ( ) Hong Kong ...... 1. Media Asia Group Holdings Limited ( ) 2. Emperor Entertainment Group Limited ( ) 3. Mei Ah Entertainment Group Limited ( ) 4. Pegasus Entertainment Holdings Limited ( ) 5. Bravos Pictures Limited ( )

Competition The Group operates in a highly competitive industry and is subject to intense competition from existing players as well as new entrants to the industry. To counter this, the Group focuses on building its track record, reputation, brand recognition, long-standing business relationships and credibility, which play a critical role in succeeding in the industry, making it difficult for new players to enter the market easily. The Group competes with other global movie companies for cinema space and run schedules of movies. During festive periods such as Chinese New Year and Christmas, competition is even tougher among foreign and local movies in terms of movie release schedules and cinema screens. As at the date of this Offering Circular, the Group’s main competitors in Singapore and Malaysia, i.e. in terms of companies which provide a similar range of services, are as follows:

Country Name of competitor Singapore ...... 1. Zhao Wei Films Pte. Ltd. 2. Hot Cider Films Pte. Ltd. 3. Gorylah Pictures Pte. Ltd. 4. Clover Films Pte. Ltd. 5. Zingshot Productions Pte. Ltd. 6. Raintree Pictures Pte. Ltd. 7. SIMF Management Pte. Ltd. 8. Mediacorp Pte. Ltd. Malaysia ...... 1. Primeworks Studios Sdn. Bhd. 2. SKT Studios Sdn. Bhd. 3. JE Pictures Sdn. Bhd. 4. Double Vision Pictures Sdn. Bhd. 5. Asia Tropical Films Sdn. Bhd. China ...... 1. Ciwen Media Co. Ltd. ( ) 2. Chengdu B-Ray media Co. Ltd. ( ) 3. Zhejiang Huamei Holding Co. Ltd. ( ) 4. Zhejiang Huace Film & TV Co. Ltd. ( ) 5. Shanghai New Culture Media Group Co. Ltd. ( ) 6. TVZone Media Co. Ltd. ( ) Taiwan ...... 1. MandarinVision Co. Ltd. ( ) 2. Double Edge Entertainment Corp. Ltd. ( ) 3. Sky Films Entertainment Co. Ltd. ( ) 4. 1 Production Film Co. ( ) 5. Vie Vision Pictures Co. Ltd ( )

- 124 - Country Name of competitor Hong Kong ...... 1. Media Asia Group Holdings Limited ( ) 2. Emperor Entertainment Group Limited ( ) 3. Mei Ah Entertainment Group Limited ( ) 4. Pegasus Entertainment Holdings Limited ( ) 5. Bravos Pictures Limited ( )

Intellectual Property Copyright and Ancillary Rights The Group is a co-owner of the copyright in the scripts and various ancillary rights for the movies it co-produces. Ancillary rights are rights arising from or supplementary to the primary movie production rights like title, interest in the story, publishing and merchandising of the characters, dialogue and other adaptations to the movie. Some key highlights of the rights the Group co-owns are in the proportions stated below, with the remaining interest in such rights held by other co-owners:

Ownership percentage Movie title (year released) (%) Phua Chu Kang (2010) ...... 20.00 Perfect Rivals (2010) ...... 10.00 Greedy Ghost (2012) ...... 2.50 Ah Boys to Men (2012) ...... 11.75 My Dog Dou Dou (2012) ...... 17.50 Ah Boys To Men 2 (2013) ...... 11.75 Ghost Child (2013) ...... 33.00 Everybody Business (2013) ...... 16.13 The Voice of China Turn You Around (2013) ...... 40.00 That Girl In Pinafore(2013) ...... 22.00 The Lion Men 1 (2014) ...... 50.00 The Lion Men 2 (2014) ...... 50.00 Behind the Scene (2014) ...... 90.00 (2014) ...... 50.00 Wayang Boy (2014) ...... 50.00 Bring Back The Dead (2014) ...... 50.00 Kiasu (2014) ...... 100.00 Seventh (2014) ...... 30.00 The Cage (2014) ...... 70.00 The Transcend (2014) ...... 10.00 ATM (2015) ...... 100.00 Ah Boys To Men 3 (2015) ...... 50.00 3688 (2015) ...... 50.00 1965 (2015) ...... 50.00 Spinning Into The Dark (2015) ...... 10.00 Goodbye Mr Loser (2015) ...... 10.00 Long Long Time Ago (2016) ...... 50.00 Long Long Time Ago 2 (2016) ...... 50.00 4 Love (2016) ...... 100.00 Show Me Your Love (2016) ...... 100.00 My Love Sinema (2016) ...... 50.00 Siew Lup (2017) ...... 100.00 Lucky Boy (2017) ...... 50.00 Buyer Beware (2017) ...... 50.00 Ghost Net (2017) ...... 100.00 Vampire Cleanup Department (2017) ...... 100.00 Shuttle Life (2017) ...... 100.00 Wonder Boy (2017) ...... 100.00 Take 2 (2017) ...... 50.00 Turn Around (2017) ...... 100.00 The Fortune Handbook (2017) ...... 100.00 Take Me To The Moon (2017) ...... 50.00 (2018) ...... 100.00 (2018) ...... 100.00 A Simple Wedding (2018) ...... 50.00

- 125 - Trademarks The Group has the following trademarks across a number of territories, including, the following key marks:

Trademark Class Specification of goods/services Territory Status 41 Entertainment; television entertainment; pay Singapore Trademark is television entertainment; production of motion Hong Kong current and pictures; production of television programmes; valid production of cable television programmes; production of animated films and cartoons; production of audio and/or video recordings; production of webcasts; production of films, other than advertising films; multimedia production; distribution (other than transportation) of films; distribution (other than transportation) of television programmes; distribution (other than transportation) of videos; syndication of television programmes; dissemination of entertainment material; motion picture studio services; television studio services; rental of motion pictures and television programmes; rental of facilities for the production of television programmes; rental of film studios; rental of films, motion pictures and film production equipment; cinematographic film editing; editing of audio tapes, video tapes and cine films; arranging and conducting of exhibitions for entertainment purposes; organisation of entertainment events; entertainment information; management of entertainment services; providing on-line videos, not downloadable; provision of facilities for the production of films; provision of film studio facilities; provision of recording studio facilities. 41 Entertainment; television entertainment; pay Malaysia Trademark is television entertainment; production of motion current and pictures; production of television programmes; valid production of cable television programmes; production of animated films and cartoons; production of audio and/or video recordings; production of webcasts; production of films, other than advertising films; multimedia production; distribution (other than transportation) of films; distribution (other than transportation) of television programmes; distribution (other than transportation) of videos; syndication of television programmes; dissemination of entertainment material; motion picture studio services; television studio services; rental of motion pictures and television programmes; rental of facilities for the production of television programmes; rental of film studios; rental of films, motion pictures and film production equipment; cinematographic film editing; editing of audio tapes, video tapes and cine films; arranging and conducting of exhibitions for entertainment purposes; organisation of entertainment events; entertainment information; management of entertainment services; providing on-line videos, not downloadable; provision of facilities for the production of films; provision of film studio facilities; provision of recording studio facilities.

- 126 - Trademark Class Specification of goods/services Territory Status 9 Cinematographic cameras; apparatus for editing Singapore Trademark is cinematographic films; cinematographic film current and [exposed]; compact discs [audio-video]; editing valid appliances for cinematographic films; cinematographic apparatus for viewing films; cinematographic slides; cinematographic films prepared for exhibition; motion picture films; audio and audio visual programmes in any medium; digital versatile disc (DVD); video compact discs; super video compact discs; laser discs; compact disc read only memories (CD-ROM); all included in Class 9. 41 Booking of seats for shows; cinema facilities Singapore Trademark is (providing-); club services [entertainment or current and education]; videotape editing; entertainment; valid organisation of exhibitions for cultural or educational purposes; live performances (presentation of-); rental of film, motion picture projectors, apparatus for transmitting and reproducing sounds and/or images and accessories; movie theatre facilities (providing-); party planning [entertainment]; production of shows; publication of books; television programmes (production of radio and-); rental of radio and television sets; movie studios; subtitling; television entertainment; videotape film production; videotaping; arranging and conducting of workshops [training]; production, presentation, editing distribution, networking and rental of films, motion pictures, motion picture soundtracks, video and audio recordings in the form of video tapes, compact discs and video discs; cinema theatre booking agency services; arranging and organising sports events; organisation of competitions; arranging and organising educational and play activities for youth and children; all included in Class 41. 9 Cinematographic cameras; apparatus for editing Singapore Trademark is cinematographic films; cinematographic film current and [exposed]; compact discs [audio-video]; editing valid appliances for cinematographic films; cinematographic apparatus for viewing films; cinematographic slides; cinematographic films prepared for exhibition; motion picture films; audio and audio visual programmes in any medium; digital versatile disc (DVD); video compact discs; super video compact discs; laser discs; compact disc read only memories (CD-ROM); all included in Class 9.

- 127 - Trademark Class Specification of goods/services Territory Status 41 Booking of seats for shows; cinema facilities Singapore Trademark is (providing-); club services [entertainment or current and education]; videotape editing; entertainment; valid organisation of exhibitions for cultural or educational purposes; live performances (presentation of-); rental of film, motion picture projectors, apparatus for transmitting and reproducing sounds and/or images and accessories; movie theatre facilities (providing-); party planning [entertainment]; production of shows; publication of books; television programmes (production of radio and-); rental of radio and television sets; movie studios; subtitling; television entertainment; videotape film production; videotaping; arranging and conducting of workshops [training]; production, presentation, editing soundtracks, video and audio recordings in the form of video tapes, compact discs and video discs; cinema theatre booking agency services; arranging and organising sports events; organisation of competitions; arranging and organising educational and play activities for youth and children; all included in Class 41. 35 The bringing together, for the benefit of others, a Singapore Trademark is variety of goods, enabling customers to current and conveniently view and purchase those goods valid from a retail outlet or a shopping centre, or from a general merchandise global communications network website; business operation of shopping centres; business operation and administration of shopping centres; advertising services, dissemination of advertising matter; direct mail advertising; public relations services; publication of publicity material; publicity services; sales promotion services; arranging for and placing advertisements; rental of advertising hoardings or billboards; arranging for the provision of advertising space in newspapers and in other advertising media; display services for merchandise, marketing and promotional services, window dressing; advisory, consultancy and information services relating to the aforesaid services.

- 128 - Trademark Class Specification of goods/services Territory Status 41 Entertainment and leisure services; organisation Singapore Trademark is of entertainment services; cinema exhibition current and services; production, presentation, editing, valid distribution, networking and rental of film, motion pictures, motion picture soundtracks, video and audio recordings in the form of video tapes, compact discs and digital video discs; rental of film, motion picture projectors, apparatus for transmitting and reproducing sounds and/or images; cinema theatre booking agency services; arranging and organising sports events; providing facilities for sports events; organisation of competitions; provision of sporting and recreation facilities; provision of instruction in sport; consultancy and information relating to the aforesaid services; arranging and organising educational and play activities for youth and children; provision of sporting leisure and recreational facilities; information services relating to sport; seminars and training sessions all relating to sport. 43 Preparation and provision of food and drink; bar, Singapore Trademark is cafe, restaurant, coffee bar, snack bar, wine bar current and and catering services including operation thereof. valid 35 Advertising services; dissemination of Singapore Trademark is advertising matter; public relations services; current and publication of publicity material; publicity valid services; sales promotion services; arranging for and placing of advertisements; rental of advertising hoardings or billboards; arranging for the provision of advertising space in newspapers and in other advertising media; advisory, consultancy and information services all relating to the aforesaid services. 36 Real estate affairs; real estate appraisal; real Singapore Trademark is estate brokerage; real estate agencies; real estate current and management; real estate evaluation; capital valid investment; selection, acquisition and letting of houses, apartments, flats, commercial premises, industrial buildings, shops, offices, and land; rent collection; consultancy, research and advisory services, all relating to real estate, lease renewal and to taxation and compensation relating to real estate; drafting and preparation of reports, all relating to the aforesaid services.

- 129 - Trademark Class Specification of goods/services Territory Status 41 Entertainment and leisure services; organisation Singapore Trademark is of entertainment services; cinema exhibition current and services; production, presentation, editing, valid distribution, networking and rental of film, motion pictures, motion picture soundtracks, video and audio recordings in the form of video tapes, compact discs and digital video discs; rental of film, motion picture projectors, apparatus for transmitting and reproducing sounds and/or images; cinema theatre booking agency services; arranging and organising sports events; providing facilities for sports events; organisation of competitions; provision of sporting and recreation facilities; provision of instruction in sport; consultancy and information relating to the aforesaid services; arranging and organising educational and play activities for youth and children; provision of sporting leisure and recreational facilities; information services relating to sport; seminars and training sessions all relating to sport. 42 Preparation and provision of food and drink; bar, Singapore Trademark is cafe, restaurant, coffee bar, snack bar, wine bar current and and catering services including operation thereof. valid

9 Cinemetographic cameras; apparatus for editing Singapore Trademark is cinematographic film [exposed]; compact discs current and [audio-video]; editing appliances for valid cinematographic films; cinematographic apparatus for viewing films; cinematographic slides; cinematographic films prepared for exhibition; motion picture films; audio and audio visual programmes in any medium; digital versatile disc (DVD); video compact discs; super video compact discs; laser discs; compact disc read only memories (CD-ROM); video tapes; video cassettes and video laser disc; audio and audio visual tapes; cassettes and compact discs; apparatus for recording, transmission and reproduction of sound and/or images; magnetic tapes; all included in class 9. 16 Graphic prints; graphic representations; Singapore Trademark is handbooks [manuals]; pictures; porters; printed current and matter; printed publications; calendars; valid advertising circulars; screenplays; banners; bumper stickers; decals; writing note paper; pads and envelopes; notebooks; desk sets and organisers; rubber stamps; playing cards; post cards; brochures; pamphlets; notebooks; diaries; book marks; decorative pencil caps; advertisement boards of paper or cardboard; bags and pouches of paper or plastics for packaging; boxes of cardboard or paper, printed forms; tickets; writing paper; all included in class 16.

- 130 - Trademark Class Specification of goods/services Territory Status 41 Booking of seats for shows; cinema facilities Singapore Trademark is (providing-); club services [entertainment or current and education]; videotape editing; entertainment; valid organisation of exhibitions for cultural or educational purposes; live performances (presentation of-); rental of film, motion picture projectors, apparatus for transmitting and reproducing sounds and/or images and accessories; movie theatre facilities (providing-); party planning [entertainment]; production of shows; publication of books; television programmes (production of radio and-); rental of radio and television sets; movie studios; subtitling; television entertainment; videotape film production; videotaping; arranging and conducting of workshops [training]; production, presentation, editing distribution, networking and rental of films, motion pictures, motion picture soundtracks, video and audio recordings in the form of video tapes, compact discs and video discs; cinema theatre booking agency services; arranging and organising sports events; organisation of competitions; arranging and organising educational and play activities for youth and children; all included in Class 41.

Internet Domain Names The Group owns a number of internet domain names including “mm2.asia”, “mm2entertainment.com”, “mm2asia.com”, “mm2scriptwriter.com”, “mm2scriptwriting.com”, “mm2scriptwriters.com”, “mm2view.com”, “hearmesing.com”, “heremesing.com”, “helpauntylah.com”, “sherious.com”, “realluff.com”, “2mmtalenthub.com”, “2mmtalenthub.org”, “2mmtalenthub.net”, “dickleeasia.com”, “sg-movies.com”, “hk-movies.com”, “msia-movies.com”, “tw-movies.com”, “mm2masterclass.com”, “newasiaonline.com”, “newasiaonline.net”, “newasiaonline.tv”, “millinillion.net”, “mm2view.com”, “mm2view.org”, “mm2view.net” and “mm2view.tv”.

Risk Management The Group continually reviews and improves the business and operational activities to take risk management into account. This includes reviewing management and manpower resources, updating work flows, processes and procedures to meet current and future market conditions. All significant controls, policies and procedures and all significant matters are highlighted to the Audit Committee and the Board.

Insurance Operational Risks The Group has group personal accident insurance and film and video insurance covering the following for each movie which it produces or co-produces: (a) Death, permanent disablement and reimbursement of medical expenses for the main cast and crew; (b) Production equipment; (c) Public liability for any accidents that may happen during production involving third parties; and (d) Interruption, postponement, cancellation of the project through any cause beyond the Group’s control.

Human Resource Risks Employees of the Group receive the following coverage: (a) Work injury compensation insurance for the Group’s employees in accordance with the Work Injury Compensation Act (Chapter 354) of Singapore;

- 131 - (b) Group outpatient and hospitalisation insurance; and (c) Group term life insurance. Fixed Assets Risks All of the Group’s office premises are insured against fire. Where applicable, the above insurance policies are reviewed annually by the Group’s human resource department and finance department in consultation with the insurers to ensure that the Group has sufficient insurance coverage.

Permits, Approvals and Government Regulations The Group is subject to relevant laws and regulations of the countries where the Group’s business operations are located. As at the date of this Offering Circular, except as disclosed herein and in the section entitled “Risk Factors” of this Offering Circular, the Group’s business and operations are in compliance with all legislation, regulatory controls, permits and approvals which have a material impact on its business operations other than those generally applicable to companies and businesses operating in Singapore. Singapore Under the Films Act (Chapter 107) of Singapore, the movie industry in Singapore is regulated by the IMDA. (a) Licencing requirements for production and distribution of movies As at the date of this Offering Circular, given the current scope of the Group’s business, there are no specific material licencing requirements governing the production and distribution of movies in Singapore relevant to the Group given its current scope of business. (b) Censorship and classification With the exception of certain categories of videos, all movies and videos distributed and exhibited in Singapore must be submitted for classification and certification under the Films Act. The Board of Film Censors (“BFC”) is responsible for classifying movies and videos in Singapore into age-appropriate ratings. The classification ratings are set out in the following table:

Classification Abbreviation Remarks General ...... G Suitable for all ages. Parental Guidance ...... PG Suitable for all but parents should guide their young. Parental Guidance 13 ...... PG13 Suitable for persons aged 13 and above but parental guidance is advised for children below 13. No Children under 16 ...... NC16 Suitable for persons aged 16 and above. Mature 18 ...... M18 Suitable for persons aged 18 and above. Restricted 21 ...... R21 Suitable for adults aged 21 and above. In exceptional cases, a movie may not be allowed for any ratings when the content of the movie undermines Singapore’s national interests or erodes the moral fabric of society. In deciding whether to produce a particular movie, the Group considers the potential classification rating for the movie as the aim is to reach out to the largest possible audience. Hence, the Group aims to achieve a PG or PG13 rating for most movies it produces or co-produces. However, the potential rating of a movie is only one factor that affects movie production choices and this does not mean that the Group does not produce movies that may receive NC16, M18 or R21 ratings. The Group is required to submit the director’s cut of movies and trailers to the BFC through its appointed exhibitor around two to three weeks before the movie’s scheduled theatrical release for the BFC to censor the movie if necessary, as well as determine the movie’s rating. The individual platform owners that distribute the Group’s movies through Pay-TV, Free-TV and DVD will also make such submissions to the BFC themselves. While filming permits are not required for TV or movie productions, the Group is usually required to seek clearance for filming in a particular location from the relevant authorities or property owners. IMDA provides facilitation letters to assist in obtaining location clearances in Singapore. If filming is to be conducted on government-owned property, the Group will be required to seek approval from the relevant government authorities.

- 132 - (c) Licencing requirements for cinema operations As at the date of this Offering Circular, the Group holds a number of licences which are material to its cinema operations, including those for:

(i) Exhibition of film A Film Exhibition Licence is required to exhibit films up to the R21 rating.

Description of Approval/ Licence/other regulatory Regulatory requirement Authority Status of Compliance Other remarks Film Exhibition Licence IMDA Licence is current and Licence is subject to an valid application made under s 7 of the Films Act.

(ii) Food and beverage Under the Environmental Public Health Act (Chapter 95) of Singapore, a licence is required to engage in the sale of food and beverages in Singapore, which part of the Group’s cinema operations. Under the Liquor Control (Supply and Consumption) Act 2015, a liquor licence is required to engage in the supply of liquor.

Description of Approval/ Licence/other regulatory Regulatory requirement Authority Status of Compliance Other remarks Food Shop Licence NEA Licences are current and Licence is subject to an valid or pending application made under re-registration for certain s 32 of the Environmental locations Public Health Act. Liquor Licence Singapore Police Licences are current and Licence is subject to an Force valid or pending application under s 8 of the re-registration for certain Liquor Control (Supply locations and Consumption) Act.

Malaysia (a) Licencing requirements for production and distribution of movies Under Malaysian law, the Group is required to hold a licence to engage in the production of films in Malaysia (“FINAS Production Licence”), and a licence to engage in the distribution of films in Malaysia (“FINAS Distribution Licence”), both of which are issued by the National Film Development Corporation Malaysia (“FINAS”). FINAS has in its website published certain guidelines in relation to the licencing requirements and procedures (“Guidelines”). Pursuant to the Guidelines, a holder of just a production licence or both a production and distribution licence must either: (i) have a majority of its shares held by Malaysians (where no Bumiputera equity is required); or (ii) if a majority of its shares are held by a foreign interest, have at least 30.0% of its shares held by Bumiputera, for a period of 5 years, commencing from the date of the registration of company with the Companies Commission of Malaysia. Upon the commencement of the 6th year and onwards, the majority of its shares must be held by Malaysians where 30.0% of its shares are held by Bumiputera. mm2 Film Distribution, formerly known as MJX Studios Sdn Bhd (“MJX”), holds FINAS Distribution Licences and FINAS Production Licences which authorises the Group to undertake film production and distribution activities in Malaysia. The Group owns a 49% shareholding interest in mm2 Film Distribution. Pursuant to an agreement with MJX, MJX has agreed, in return for a collaboration fee, to maintain the necessary FINAS Distribution Licences and FINAS Production Licences to support any projects initiated by mm2 Malaysia which may require such licences.

- 133 - As at the date of this Offering Circular, mm2 Film Distribution holds the following licences, permits and approvals which are material to the Group’s operations:

Description of Approval/ Licence/other regulatory Regulatory requirement Authority Status of Compliance Other remarks Licence to Engage in the FINAS Licences are current and Licence is subject to the Production of Films valid conditions prescribed in the Third Schedule of the National Film Development Corporation Malaysia (Licencing) Regulations 1983 (“Licencing Regulations”) and to such additional conditions as may be prescribed in the licence. Licence to Engage in the FINAS Licences are current and Licence is subject to the Distribution of Films valid conditions prescribed in the Third Schedule of the Licencing Regulations and to such additional conditions as may be prescribed in the licence. The abovementioned licences are subject to annual renewal and mm2 Film Distribution has been renewing these licences annually since 2014. In the event that mm2 Film Distribution is unable to retain the abovementioned licences, the Group will endeavour to source work with other suitable third parties in Malaysia to facilitate its continued production and distribution activities in Malaysia.

(b) Certification for filming Each film to be produced requires a certification for filming and the applicant for this certification, who holds a valid FINAS Production Licence, must submit the application at least seven days before the start of filming. This certification for filming must be brought along to the filming location and the serial number of this certification must be stated at the start of the film.

(c) Censorship requirements Approval from the Film Censorship Board (“Lembaga Penapisan Filem”or“LPF”) must be obtained prior to the distribution or public viewing of all local and foreign films intended for exhibition in Malaysia. Application for such approval must be accompanied by the corresponding certification for filming. The LPF will issue a Censorship Certificate for films once the film has been approved for exhibition without the need for alteration or upon such alteration as it may require. The mark of such approval must be affixed on the film. Under Malaysian law, the Group is also required to obtain approval from the LPF for all local and foreign film publicity materials prior to the distribution or exhibition of such materials in Malaysia, whereby the mark of approval must be affixed to the film publicity materials.

- 134 - (d) Licencing requirements for cinema operations As at the date of this Offering Circular, Cam2 Cinema Sdn Bhd, (“Cam2”), pursuant to an agreement with mm2 Screen Management, holds for mm2 Screen Management a number of licences which are material to its cinema operations including:-

(i) Exhibition of film The Group is required to hold a valid licence to engage in the exhibition of films in Malaysia.

Description of Approval/ Licence/ other regulatory requirement Regulatory Authority Status of Compliance Other remarks Licence to Engage in the FINAS Licence is current Licence is subject to the conditions Exhibition of Films and valid prescribed in the Third Schedule of the Licencing Regulations and to such additional conditions as may be prescribed in the licence. (ii) Licences or permits required by local municipal councils with regards to cinema operations Generally, the operation of a cinema would require licences or permits issued by the relevant local municipal council. The specific names or descriptions of the licence or permit would differ for each state and location. As such, the applicable licence or permit would depend on the location of the cinema. The following is an example of the typical licences or permits required for the operation of cinemas

Description of Approval/ Licence/ other regulatory requirement Regulatory Authority Status of Compliance Other remarks Licence to Engage Cinema Majlis Bandaraya Licence is current Licence is subject to any by-laws Operations Johor Bahru and valid imposed pursuant to Section 102(p) of the Local Government Act 1976 and to such additional conditions as may be prescribed in the licence. Business Premise Licence Relevant Local Licences held are Licence is subject to any by-laws Municipal current and valid imposed pursuant to Section 102(p) Council of the Local Government Act 1976 and to such additional conditions as may be prescribed in the licence. Entertainment Licence / Relevant Local Licences are in Licence is subject to any by-laws Show Licence Municipal Council the process of imposed pursuant to Section 102(p) being renewed of the Local Government Act 1976 and to such additional conditions as may be prescribed in the licence

(iii) Food and beverage

Description of Approval/ Licence/ other regulatory requirement Regulatory Authority Status of Compliance Other remarks Licence to Engage Food and Majlis Bandaraya Licences held are Licence is subject to any by-laws Beverage Johor Bahru current and valid enacted pursuant to Section 73(c)(ii) of the Local Government Act 1976 and to such additional conditions as may be prescribed in the licence.

(iv) Music

Description of Approval/ Licence/ Status of other regulatory requirement Regulatory Authority Compliance Other remarks Music Rights Malaysia Music Rights Licences are in Licence is subject to the compliance (“MRM”) Licence Malaysia Berhad the process of of the Copyright Act 1987 and to being renewed such additional conditions as may be prescribed in the licence.

- 135 - Hong Kong As at the date of this Offering Circular, our operating assets in Hong Kong are not subject to specific material licencing requirements given the current scope of business.

- 136 - DIRECTORS AND MANAGEMENT

Management Reporting Structure The Issuer’s management reporting structure as at the date of this Offering Circular is set out as follows:

Board of Directors

Executive Chairman Melvin Ang

Chief Executive Officer Chang Long Jong

General Manager General Manager Chief Corporate Chief Financial Chief Content (Country Head - (Country Head - Development Officer Officer Singapore) Malaysia) Officer Ng Say Yong Toong Soo Wei Angelin Ong Chong How Kiat Ong Hock Seng

Board of Directors The Board of Directors (the “Board”) is entrusted with the responsibility for the overall management of the Group. As at the date of this Offering Circular, the particulars of each of the Issuer’s Directors are as follows:

Country of Principal Name Age Address Principal Residence Designation Occupation Tan Liang Pheng . . 69 c/o 1002, Jalan Bukit Merah, Singapore Lead Nil #07-11, Singapore 159456 Independent Director Melvin Ang ...... 54 c/o1002, Jalan Bukit Merah, Singapore Executive Executive #07-11, Singapore 159456 Chairman and Chairman Executive Director Jack Chia ...... 56 c/o1002, Jalan Bukit Merah, Singapore Independent Consultant #07-11, Singapore 159456 Director Thomas Lei ...... 54 c/o1002, Jalan Bukit Merah, Singapore Independent Lawyer #07-11, Singapore 159456 Director Terry Mak ...... 59 c/o4/F, Block G, Wong King Hong Kong Non-Executive Senior Media Ind Bldg, 2-4 Tai Yau Street, Director Consultant San Po Kong, Kln, Hong Kong Dennis Chia ...... 48 c/o67UbiAvenue 1 Singapore Non-Executive Chief StarHub Green Director Financial #05-01 Officer S(408942)

- 137 - As at the date of this Offering Circular, there are six Directors on the Board, comprising one Executive Director, two Non-Executive Directors and three Independent Directors. The Independent Directors do not have any existing or prior business or professional relationship of a material nature with the Group, the other Directors, the CEO and/or any substantial shareholders. None of the Directors are appointed for any fixed term. Each Director will retire from office at least once every three years, although Directors who retire are eligible to stand for re-election. The Directors meet, at a minimum, on a half-yearly basis. The business and working experience and areas of responsibility of the Directors are set out below: Tan Liang Pheng was re-designated as the Lead Independent Director of the Issuer from 9 January 2017. From 1967 to 1969, he worked as a clerical officer at the Housing Development Board of Singapore. In 1970, he worked as a Financial Analyst at Development & Construction Co. Pte. Ltd. Mr Tan worked as an accounts supervisor at 3M Singapore Pte. Ltd. from 1973 to 1978. In 1978, he joined Tetra Pak South East Asia Pte Ltd as a Finance Manager. Mr Tan was subsequently appointed as Finance Director of Tetra Pak Jurong Pte Ltd in 1982, and was promoted to Executive Director in 1997. In 1998, he qualified as an Associate of the Association of Chartered Certified Accountants (“ACCA”) and was awarded fellowship status by the ACCA in 2003. From 1999 to 2008, Mr Tan served as the Finance and Executive Director of Tetra Pak Asia Pte Ltd. He was appointed as General Manager of Iviria Pte. Ltd. in 2009 and was subsequently promoted to Executive Director in 2010. Mr Tan served as Executive Director of Iviria Pte. Ltd. until November 2012. Melvin Ang was re-designated as Executive Chairman of the Issuer on 9 January 2017. He is responsible for overseeing and managing productions, as well as sourcing new business opportunities for the Group. Mr Ang began his career in 1984 as a Sales and Operations Manager at Masters Systems Management. In 1987, he joined Minolta Singapore Pte Ltd as a Regional Marketing Manager, where he was responsible for managing its operations and business development activities. In 1995, he was employed by Motorola Inc as its Business Strategy Manager. In August 1997, he was employed by the Television Corporation of Singapore as Vice President, Business Development. Between March 2000 and October 2000, he was Chief Business Development & Marketing Officer and Group Executive Vice President of novaSPRINT Pte Ltd. Mr Ang was subsequently employed by SPH MediaWorks Ltd as its Chief Operating Officer of its Media Business Group between November 2000 and April 2003. Between July 2003 and March 2007, he was employed as Managing Director of MediaCorp Studios. Before setting up mm2 Malaysia in 2008 and mm2 Singapore in 2009, he served as Media Prima’s Executive Adviser between July 2007 and December 2008. Mr Ang graduated from Macquarie University with an MBA in 1996. Jack Chia was appointed as Independent Director and Audit Committee Chairman of the Issuer and was appointed to the Board on 4 November 2014. Mr Chia currently runs his own investment advisory firm, Jack Capital Solutions Pte Ltd, which he set up in June 2005, after spending 20 years in both the private and public sectors, substantially in Japan and China. Mr Chia was Senior Director, International Enterprise Singapore (the former Trade Development Board) covering China operations from Shanghai. He was also with Singapore Technologies, Government of Singapore Investment Corporation as well as Arthur Andersen in marketing, asset management and consulting capacities respectively. Mr Chia graduated from the National University of Singapore with a degree in Accountancy and from the International University of Japan with a Master of Arts in International Relations. He is qualified as a Certified Public Accountant. He also completed the General Manager Programme at Harvard Business School. Thomas Lei was appointed as an Independent Director of the Issuer on 4 November 2014. He was admitted to the Singapore Bar in 1989 and has been in active practice ever since, primarily advising on commercial law and litigation matters. Mr Lei is currently a partner of Lawrence Chua & Partners, a law firm based in Singapore, which he joined in 2001. Mr Lei started his career at Chor Pee & Co (later Chor Pee and Partners) and subsequently joined Engelin Teh & Partners in April 2000. Mr Lei read law at the National University of Singapore where he obtained a LL.B. Mr Lei is a member of the Law Society of Singapore. Terry Mak was appointed as a Non-Executive Director of the Issuer on 4 November 2014. Mr Mak is the founder and senior consultant of Media Station Ltd, which provides consultancy services to broadcasting and satellite television clients. He worked at Magna Industrial Company for five years before joining American Express International Inc as a Director of Marketing in 1985 to develop the credit card market in Hong Kong. In 1991 he joined TVB International Ltd (“TVB”) as Divisional Manager (Southeast Asia) and, in 2001, was promoted to Assistant General Manager to develop its worldwide content distribution network. After working at TVB for 14 years, he left TVB in 2005 to work for Celestial Pictures Ltd as its Executive Vice President, where he was responsible for managing Celestial’s overseas movie distribution and movie channel business. Mr Mak held the position of Chief Operating Officer at MCC between 1 June 2012 and 31 July 2014. He graduated from Hong Kong Baptist University with a Bachelors of Science in Chemistry in 1979 and from the University of Connecticut in 1981 with an MBA.

- 138 - Dennis Chia was appointed as Non-Executive Director of the Issuer on 31 August 2017. Mr Chia is the Chief Financial Officer of StarHub Ltd (“StarHub”), an entity which offers a full range of information, communications and entertainment services for both consumer and corporate markets in Singapore. Mr Chia overseas StarHub’s financial health, develops key business strategies together with the core leadership team, ensures that business decisions are financially sound, and executes strategies through financial management. Prior to his role at StarHub, Mr Chia was the Senior Vice President and Chief Financial Officer of STATS ChipPAC (Worldwide), a leading provider of advanced semiconductor packaging and test services. Prior to that, he was with Lear Corporation for over seven years as its Vice President of Finance, Asia Pacific Operations, where he oversaw 400 regional finance staff in 30 manufacturing and administrative locations across Asia. From 1999 to 2006, he also served as the Chief Financial Officer of Behringer Corporation and Frontline Technologies Corporation, leading their successful listings on the SGX-ST. Mr Chia, a Chartered Accountant, has a Bachelor’s (Honours) degree in Accountancy from the Nanyang Technological University and also holds a Master’s degree in Business Administration from University of Hull, United Kingdom.

Board Committees

Board of Directors

Audit Remuneration Nominating Committee Committee Committee

Chairman Chairman Chairman Jack Chia Tan Liang Pheng Thomas Lei

Members Members Members Tan Liang Pheng Terry Mak Melvin Ang Thomas Lei Thomas Lei Tan Liang Pheng

Audit Committee As at the date of this Offering Circular, the Audit Committee comprises Jack Chia, Tan Liang Pheng and Thomas Lei. The Chairman of the Audit Committee is Jack Chia. The Issuer’s business and operations are presently under the management and close supervision of Melvin Ang, the Executive Chairman and Executive Director and Chang Long Jong, the Chief Executive Officer of the Group, who are assisted by the senior management team. The Audit Committee plays a critical role in ensuring the integrity of the financial statements through its oversight of the Issuer’s financial reporting process, internal control system and audit function. The Audit Committee is responsible for ensuring that the Issuer’s risk management and internal control system are both adequate and effective to provide reasonable assurance for the managing of the company’s risks, the safeguarding of its assets, the reliability of financial information, and the compliance with laws and regulations. The Audit Committee meets periodically to discuss and review the following non-exhaustive list of functions where applicable: (a) review with the external auditors the audit plan, their audit report, their management letter the senior management’s response; (b) review with the internal auditors the internal audit plan and their evaluation of the adequacy of the Issuer’s internal control and accounting system before submission of the results of such review to the Board for approval prior to the incorporation of such results in the Issuer’s annual report; (c) review the financial statements before submission to the Board for approval, focusing in particular on changes in accounting policies and practices, major risk areas, significant adjustments resulting from the audit, the going-concern statement, compliance with accounting standards as well as compliance with any stock exchange and statutory/regulatory requirements; (d) review internal control and procedures and ensure coordination between the external auditors and senior management, reviewing the assistance given by senior management to the auditors, and discuss problems and concerns, if any, arising from the interim and final audits, and any matters which the auditors may wish to discuss (in the absence of the senior management where necessary);

- 139 - (e) review and discuss with the external auditors any suspected fraud or irregularity, or suspected infringement of any relevant laws, rules or regulations, which has or is likely to have a material impact on the Group’s operating results or financial position, and senior management’s response; (f) review, where applicable, the scope and results of the internal audit procedures; (g) review and approve interested-person transactions and review procedures thereof; (h) review arrangements by which the Issuer’s staff may, in confidence, raise concerns about possible improprieties in matters of financial reporting and to ensure that arrangements are in place for independent investigations of such matters and for appropriate follow-up; (i) review potential conflicts of interest (if any) and to set out a framework to resolve or mitigate any potential conflicts of interests; (j) conduct periodic review of foreign exchange transactions and hedging policies (if any) undertaken by the Group; (k) consider the appointment or re-appointment of the external auditors and matters relating to resignation or dismissal of the auditors; (l) review the Group’s compliance with such functions and duties as may be required under the relevant statutes or the Mainboard Rules, including such amendments made thereto from time to time; (m) undertake such other reviews and projects as may be requested by the Board and report to the Board its findings from time to time on matters arising and requiring the attention of the Audit Committee; (n) review at least annually the Group’s key financial risk areas, with a view to providing independent oversight of the Group’s financial reporting, the outcome of such review to be disclosed in the annual reports of the Issuer or, where the findings are material, to announce such material findings immediately via SGXNET; and (o) generally to undertake such other functions and duties as may be required by statute or the Mainboard Rules, and by such amendments made thereto from time to time.

Nominating Committee As at the date of this Offering Circular, the Nominating Committee comprises Thomas Lei, Melvin Ang and Tan Liang Pheng. The Chairman of the Nominating Committee is Thomas Lei. The Nominating Committee is responsible for: (a) making recommendations to the Board on all board appointments, including re-nominations, having regard to each Director’s contribution and performance (for example, attendance, preparedness, participation and candour) including, if applicable, as an Independent Director; (b) determining annually whether or not a Director is independent; (c) in respect of a Director who has multiple board representations in various companies, deciding whether or not such Director is able to and has been adequately carrying out his/her duties as Director, having regard to the competing time commitments that are faced when serving on multiple boards; (d) reviewing and approving any new employment of related persons and the proposed terms of their employment; and (e) deciding how the Board’s performance is to be evaluated and proposing objective performance criteria, subject to the approval by the Board. Each member of the Nominating Committee shall abstain from voting on any resolution and making any recommendations and/or participating in any deliberations of the Nominating Committee in respect of the assessment of his performance or re-nomination as Director. In the event that any member of the Nominating Committee has an interest in a matter being deliberated upon by the Nominating Committee, he will abstain from participating in the review and approval process relating to that matter.

Remuneration Committee As at the date of this Offering Circular, the Remuneration Committee comprises Tan Liang Pheng, Terry Mak and Thomas Lei. The Chairman of the Remuneration Committee is Tan Liang Pheng.

- 140 - The Remuneration Committee is responsible for the following: (a) recommending to the Board a framework of remuneration for the Directors and senior management, and to determine specific remuneration packages for each senior management executive and any CEO (or executive of equivalent rank), if a CEO is not an Executive Director, such recommendations to be submitted for endorsement by the entire Board and should cover all aspects of remuneration, including but not limited to Director’s fees, salaries, allowances, bonuses, options and benefits in kind; (b) in the case of service contracts (if any) for any Director or senior management executive, to consider what compensation commitments the Director’s or senior management executive’s contract of service, if any, would entail in the event of early termination with a view to be fair and avoid rewarding poor performance; and (c) in respect of any long-term incentive schemes including share schemes as may be implemented, to consider whether any Director should be eligible for benefits under such long-term incentive schemes. Each member of the Remuneration Committee abstains from voting on any resolution and making any recommendations and/or participating in any deliberations of the Remuneration Committee in respect of matters in which he is interested. Recommendations of the Remuneration Committee on the remuneration of Directors and the Non-Executive Chairman and CEO are submitted for endorsement by the entire Board. All aspects of remuneration, including but not limited to Directors’ fees, salaries, allowances, bonuses and benefits in kind are covered by the Remuneration Committee.

Senior Management The Group’s Executive Chairman and controlling shareholder, Melvin Ang, has oversight of day-to-day operations. He is assisted by an experienced and qualified senior management team. The particulars of the individuals forming the Issuer’s senior management team as follows:

Country of Name Age Address Principal Residence Principal Occupation Chang Long Jong ...... 58 c/o1002, Singapore Chief Executive Officer Jalan Bukit Merah, #07-11, Singapore 159456 Ng Say Yong ...... 54 c/o1002, Singapore Chief Content Officer Jalan Bukit Merah, #07-11, Singapore 159456 Ong Hock Seng ...... 49 c/o1002, Singapore Chief Corporate Jalan Bukit Merah, Development Officer #07-11, Singapore 159456 Chong How Kiat ...... 44 c/o1002, Singapore Chief Financial Officer Jalan Bukit Merah, #07-11, Singapore 159456 Angelin Ong ...... 38 c/o1002, Malaysia General Manager Jalan Bukit Merah, (Country Head-Malaysia) #07-11, Singapore 159456 Toong Soo Wei ...... 39 c/o1002, Singapore General Manager Jalan Bukit Merah, (Country Head-Singapore) #07-11, Singapore 159456

- 141 - The business and working experience and areas of responsibility of the Issuer’s senior management team are as follows: Chang Long Jong is the Chief Executive Officer of the Group and is responsible for overseeing and managing the Group’s business operations, especially the production division, as well as sourcing new business opportunities for the Group. Prior to joining the Group in April 2017, Mr Chang was Deputy Chief Executive Officer and Chief Customer Officer of MediaCorp Pte Ltd (“MediaCorp”), overseeing all of MediaCorp’s major media assets including TV, Radio, Newspaper, Magazines and OTT Platform Toggle. He has a 30-year career in the industry with invaluable experience in channel management, content development and production, content licencing and distribution, media business development and talent management. Ng Say Yong is the Chief Content Officer of the Group and is in overall charge of the creative content development of the Group’s productions. He is a media industry veteran who has produced and directed some of the most successful TV dramas in Singapore such as “Growing Up”, “Triple Nine” and “Shiver”. He joined the Singapore Broadcasting Corporation, which subsequently became the Television Corporation of Singapore, in 1994 as a producer and director of current affairs and entertainment programmes. In 1996 he left the Television Corporation of Singapore to teach media production at Ngee Ann Polytechnic. Two years later he joined MediaCorp Studios as an Assistant Vice President and was subsequently promoted to Senior Vice President. After leaving MediaCorp Studios in 2007, Say Yong stayed in Australia for three years before joining mm2 Singapore in 2010 as a Creative Director. Say Yong graduated from the National University of Singapore in 1988 with a Bachelor of Arts (Honours). Ong Hock Seng is the Chief Corporate Development Officer of the Group and is responsible for overseeing the development of the Group’s business operations. Hock Seng has a wealth of experience in international investment banking and finance, having built a career in the sector for over 25 years. From 1992 to 1995, he worked at Lehman Brothers before joining Jardine Fleming, which later merged with JP Morgan, in 1996. He left JP Morgan in 2002. He has been heavily involved in the Chinese market, having previously provided financial consultancy services to companies in China through Carnegie International Associates Limited and Huashan Capital. Between 2005 and 2009, Hock Seng was the Chief Financial Officer of Shine Media, a U.S. listed special purpose acquisition corporation, which he was also a founding member of. From 2010 to 2014, he was a partner to a Chinese private equity fund. Hock Seng graduated in 1992 with cum laude with a Bachelor of Science in Economics from the Wharton School of the University of Pennsylvania. Chong How Kiat is the Chief Financial Officer of the Group and is responsible for all finance-related matters of the Group. He has close to 20 years of financial experience in the property management, development, construction and media industries. In 2000, How Kiat entered Mines Shopping Fair Sdn Bhd as an accountant before being promoted to financial controller of its East Vision Leisure Group in 2004. He has held finance managerial positions in a wide range of companies including Oriental Eminance Development Sdn Bhd from 2008 to 2010, Kencana Pinewell Sdn Bhd from 2010 to 2011, and ITD Vertex Consortium Sdn Bhd from 2011 to 2012. How Kiat is a member of Association of Chartered Certified Accountants. Angelin Ong is the General Manager of mm2 Malaysia and is responsible for the overall operations of mm2 Malaysia. From 2001 to 2003 she worked at Publicis CGS Sdn Bhd, an advertising agency, as an account executive and was responsible for brand visibility planning and product packaging. In 2003, she joined Think Reka Sdn Bhd, an industrial design agency, as a Client Service Manager. As a Client Service Manager, she was involved in business development and product strategy formulation. In 2004, Angelin left that company and joined Stormfbi Sdn Bhd, an advertising agency, as an Account Manager in charge of client servicing and providing brand consultancy services. In 2005 she was appointed as Manager of Sistem Televisyen Malaysia Berhad (“STMB”), a free-to-air television station in Malaysia. As Manager of STMB’s creative group, she was required to customise station content for advertisers. In 2007, Angelin joined AltMedia Sdn Bhd, a subsidiary of Media Prima Berhad, to initiate new business ideas and revenue before joining mm2 Malaysia in 2009. Angelin’s experience in both traditional and new media is invaluable in a rapidly evolving media industry. Angelin graduated from the Curtin University of Technology in 2000 with a Bachelor of Commerce majoring in advertising and marketing. Toong Soo Wei is the General Manager of mm2 Singapore and is responsible for the overall operations of mm2 Singapore. He began his career as an Assistant Producer in the Chinese drama department of MediaCorp Studios in 2000. In November 2003, he joined Image Marcom & Productions Pte Ltd as a writer and producer. For two months in 2004 he worked as a freelance assistant director to assist Jack Neo in the production of “Best Bet”. Between 2004 and 2008 he worked at J Team Productions Pte Ltd as an Assistant Creative Manager and as General Manager and Head of Production. He subsequently left to join Homerun Asia Pte Ltd in 2011 until he left, in October 2012, to work as General Manager for mm2 Singapore. Toong Soo Wei obtained an Advanced Diploma in Mass Communications awarded by the Management Development Institute of Singapore in 2008.

- 142 - The particulars of the individuals forming the subsidiaries’ senior management team are as follows:

Country of Name Age Address Principal Residence Principal Occupation Jay Hong ...... 39 Blk1093 Lower Delta Singapore Chief Technology Officer Road #05-10 of Vividthree Productions Singapore 169204 Lai Cheah Yee ...... 40 c/o1002, Malaysia General Manager of mm2 Jalan Bukit Merah, Malaysia #07-11, Singapore 159456 HaYu...... 75 c/o1002, Hong Kong Executive Director of Jalan Bukit Merah, mm2 Entertainment Hong #07-11, Kong Limited Singapore 159456 Charles Yeo ...... 39 Blk1093 Lower Delta Singapore Chief Executive Officer of Road #05-10 Vividthree Productions Singapore 169204 SkyLi...... 40 Blk1093 Lower Delta Singapore Chief Operating Officer of Road #05-10 Vividthree Productions Singapore 169204 Chua Teck Hiong ...... 38 c/o1002, Singapore Chief Executive Officer of Jalan Bukit Merah, mm2 view #07-11, Singapore 159456

The business and working experience and areas of responsibility of the subsidiaries’ senior management team are as follows: Lai Cheah Yee is the General Manager of mm2 Malaysia and is responsible for the overall operations of mm2 Malaysia. Cheah Yee is experienced in brand management, having held various management positions at Media Prima, a leading fully-integrated media company in Malaysia with a complete repertoire of media-related businesses including television, print, radio, out-of-home, as well as content and digital media. Charles Yeo is the Chief Executive Officer of Vividthree Productions. As Chief Executive Officer of Vividthree Productions, Charles Yeo is responsible for Vividthree Productions’ overall business strategy and is experienced in identifying new businesses and investments. Charles has been in the business for 14 years and has an Associate Diploma with major in 3D animation from Nanyang Academy of Fine Arts. Charles obtained an MBA from Murdoch University in 2017. Jay Hong is the Chief Technology Officer of Vividthree Productions. As Chief Technology Officer of Vividthree Productions, Jay Hong is responsible for all aspects of technology development at Vividthree Productions. As an award-winning visual effects and computer-generated imagery director with a portfolio of works across local and overseas commercial and film projects, Jay Hong is experienced in using and developing technology for the entertainment industry. Ha Yu is an Executive Director of mm2 Entertainment Hong Kong Limited (“mm2 Hong Kong”) and a veteran actor with over 50 years of experience in acting, directing and producing films. Ha Yu is responsible for the overall strategy of mm2 Hong Kong. Sky Li is the Chief Operating Officer of Vividthree Productions and is responsible for the overall operations of Vividthree Productions. Sky has been in the industry for approximately 14 years since starting at Vividthree Productions in 2003. Sky was the producer for the first ever 3D animation feature film produced in Singapore, “Zodiac, The Race Begins...”, paving the way for Vividthree Productions’ venture into the Singapore movie industry. He also has experience in computer graphics producing for Singapore films including as “Men in White” in 2007 and “The Wedding Game” in 2009. Sky graduated from the Nanyang Academy of Fine Arts with an Associate Diploma in Multimedia, obtaining a Distinction. Chua Teck Hiong is the Chief Executive Officer of mm2view. As Chief Executive Officer of mm2view, Chua Teck Hiong is responsible for the overall development of digital platforms and software for interactive digital media at mm2view. Chua Teck Hiong has over 10 years of experience managing digital media companies and digital solutions for both government and private clients.

- 143 - Employees and Staff Training As at 31 December 2017, the Group has 568 employees. The functional distribution of the Group’s full-time employees as at the end of each of the financial years ended 31 March 2017, 2016 and 2015 and the date of this Offering Circular is as follows:

As at For the financial years ended 31 March 31 December Function 2017 2016 2015 2017 Management ...... 30 16 9 43 Sales & Marketing ...... 37 20 15 63 Project Management ...... 163 65 8 396 Finance and Administration ...... 38 21 6 66 Total ...... 268 122 38 568

The number of full-time staff that the Group employs is not subject to any significant seasonal fluctuation and it does not employ a significant number of temporary employees. The Group’s employees are not covered by any collective bargaining agreements and are not unionised. As at the date of this Offering Circular, the relationship and co-operation between the management and staff have been good and there have not been any incidents of work stoppages or labour disputes which have affected the Group’s operations. Other than amounts set aside or accrued in respect of mandatory employee funds, the Group has not set aside or accrued any amount of money to provide for pension, retirement or similar benefits to its employees. In general, the Group’s new employees and junior staff undergo on-the-job training under a senior employee who is responsible for training and equipping new employees with the necessary knowledge and practical skills required. The Group also sends its employees to industry conferences, seminars and trade shows in Singapore and abroad, which allows the employees to gain industry-specific know-how and insights, and form new business relationships from meeting and interacting with other industry players. As part of continuous training, the Group may also find part-time courses for some of its employees on a case-by-case basis. Aside from full-time employees, the Group hires contract artistes and staff to assist in its productions, on a project basis, as part of its production budget.

- 144 - TAXATION The following is a general description of certain tax considerations relating to the Notes and is based on law and relevant interpretation thereof in effect as at the date of this Offering Circular all of which are subject to changes and does not constitute legal or taxation advice. It does not purport to be a complete analysis of all tax considerations relating to the Notes, whether in those countries or elsewhere. Prospective purchasers of Notes should consult their own tax advisers as to which countries’ tax laws could be relevant to acquiring, holding and disposing of Notes and receiving payments of interest, principal and/or other amounts under the Notes and the consequences of such actions under the tax laws of those countries. It is emphasised that neither the Issuer, the Subsidiary Guarantors nor any other persons involved in the Programme accepts responsibility for any tax effects or liabilities resulting from the subscription for purchase, holding or disposal of the Notes.

Singapore The statements below are general in nature and are based on certain aspects of current tax laws in Singapore and administrative guidelines and circulars issued by the Inland Revenue Authority of Singapore (“IRAS”), the MAS and other relevant authorities in force as at the date of this Offering Circular and are subject to any changes in such laws, administrative guidelines or circulars, or the interpretation of those laws, administrative guidelines or circulars occurring after such date, which changes could be made on a retroactive basis. These laws, administrative guidelines and circulars are also subject to various interpretations and the relevant tax authorities or the courts could later disagree with the explanations or conclusions set out below. Neither these statements nor any other statements in this Offering Circular are intended or are to be regarded as advice on the tax position of any holder of the Notes or of any person acquiring, selling or otherwise dealing with the Notes or on any tax implications arising from the acquisition, sale or other dealings in respect of the Notes. The statements made herein do not purport to be a comprehensive or exhaustive description of all the tax considerations that may be relevant to a decision to subscribe for, purchase, own or dispose of the Notes and do not purport to deal with the tax consequences applicable to all categories of investors, some of which (such as dealers in securities or financial institutions in Singapore which have been granted the relevant Financial Sector Incentive(s)) may be subject to special rules or tax rates. The statements should not be regarded as advice on the tax position of any person and should be treated with appropriate caution. Prospective holders and holders of the Notes are advised to consult their own professional tax advisers as to the Singapore or other tax consequences of the acquisition, ownership of or disposal of the Notes, including, in particular, the effect of any foreign, state or local tax laws to which they are subject. It is emphasised that none of the Issuer, Arrangers, Dealers and any other persons involved in the Programme accepts responsibility for any tax effects or liabilities resulting from the subscription for, purchase, holding or disposal of the Notes.

Interest and Other Payments Subject to the following paragraphs, under Section 12(6) of the Income Tax Act, Chapter 134 of Singapore (the “ITA”), the following payments are deemed to be derived from Singapore: (a) any interest, commission, fee or any other payment in connection with any loan or indebtedness or with any arrangement, management, guarantee, or service relating to any loan or indebtedness which is (i) borne, directly or indirectly, by a person resident in Singapore or a permanent establishment in Singapore (except in respect of any business carried on outside Singapore through a permanent establishment outside Singapore or any immovable property situated outside Singapore) or (ii) deductible against any income accruing in or derived from Singapore; or (b) any income derived from loans where the funds provided by such loans are brought into or used in Singapore. Such payments, where made to a person not known to the paying party to be a resident in Singapore for tax purposes, are generally subject to withholding tax in Singapore. The rate at which tax is to be withheld for such payments (other than those subject to the 15 per cent. final withholding tax described below) to non-resident persons (other than non-resident individuals) is currently 17 per cent. The applicable rate for non-resident individuals is currently 22 per cent. However, if the payment is derived by a person not resident in Singapore otherwise than from any trade, business, profession or vocation carried on or exercised by such person in Singapore and is not effectively connected with any permanent establishment in Singapore of that person, the payment is subject to a final withholding tax of 15 per cent. The rate of 15 per cent. may be reduced by applicable tax treaties. Certain Singapore-sourced investment income derived by individuals from financial instruments is exempt from tax, including: (a) interest from debt securities derived on or after 1 January 2004;

- 145 - (b) discount income (not including discount income arising from secondary trading) from debt securities derived on or after 17 February 2006; and (c) prepayment fee, redemption premium or break cost from debt securities derived on or after 15 February 2007, except where such income is derived through a partnership in Singapore or is derived from the carrying on of a trade, business or profession.

Qualifying Debt Securities In addition, as the Programme as a whole is arranged by The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch and Standard Chartered Bank (Singapore Branch), each of which is a Financial Sector Incentive (Capital Market) Company (as defined in the ITA), Financial Sector Incentive (Standard Tier) Company (as defined in the ITA) or Financial Sector Incentive (Bond Market) Company (as defined in the ITA) —at such time, any tranche of the Notes (the “Relevant Notes”) issued as debt securities under the Programme during the period from the date of this Offering Circular to 31 December 2018 would be, “qualifying debt securities” (“QDS”) for the purposes of the ITA, to which the following treatments shall apply: (a) subject to certain prescribed conditions having been fulfilled (including the furnishing by the Issuer, or such other person as the relevant authorities may direct, of a return on debt securities for the Relevant Notes in the prescribed format within such period as the relevant authorities may specify and such other particulars in connection with the Relevant Notes as the relevant authorities may require to MAS and such other relevant authorities as may be prescribed and the inclusion by the Issuer in all offering documents relating to the Relevant Notes of a statement to the effect that where interest, discount income, prepayment fee, redemption premium or break cost from the Relevant Notes is derived by a person who is not resident in Singapore and who carries on any operation in Singapore through a permanent establishment in Singapore, the tax exemption for qualifying debt securities shall not apply if the non-resident person acquires the Relevant Notes using funds and profits from that person’s operations through the Singapore permanent establishment), interest, discount income (not including discount income arising from secondary trading), prepayment fee, redemption premium and break cost (collectively, the “Specified Income”) from the Relevant Notes, paid by the Issuer and derived by a holder who is not resident in Singapore and (aa) who does not have any permanent establishment in Singapore or (bb) who carries on any operation in Singapore through a permanent establishment in Singapore but the funds used by that person to acquire the Relevant Notes are not obtained from such person’s operation through a permanent establishment in Singapore, are exempt from Singapore tax; (b) subject to certain conditions having been fulfilled (including the furnishing by the Issuer, or such other person as the relevant authorities may direct, of a return on debt securities for the Relevant Notes in the prescribed format within such period as the relevant authorities may specify and such other particulars in connection with the Relevant Notes as the relevant authorities may require to MAS and such other relevant authorities as may be prescribed), Specified Income from the Relevant Notes paid by the Issuer and derived by any company or body of persons (as defined in the ITA) in Singapore is subject to tax at a concessionary rate of 10 per cent. (except for holders of the relevant Financial Sector Incentive(s) who may be taxed at different rates); and (c) subject to: (i) the Issuer including in all offering documents relating to the Relevant Notes a statement to the effect that any person whose interest, discount income, prepayment fee, redemption premium or break cost (i.e. the Specified Income) derived from the Relevant Notes is not exempt from tax shall include such income in a return of income made under the ITA; and (ii) the Issuer, or such other person as the relevant authorities may direct, furnishing to the MAS and such other relevant authorities as may be prescribed of a return on debt securities for the Relevant Notes in the prescribed format within such period as the relevant authorities may specify and such other particulars in connection with the Relevant Notes as the relevant authorities may require, payments of Specified Income derived from the Relevant Notes are not subject to withholding of tax by the Issuer. However, notwithstanding the foregoing: (A) if during the primary launch of the Relevant Notes, the Relevant Notes are issued to fewer than four (4) persons and 50 per cent. or more of the issue of the Relevant Notes is beneficially held or funded,

- 146 - directly or indirectly, by related parties of the Issuer, such Relevant Notes would not qualify as “qualifying debt securities”; and (B) even though the Relevant Notes are “qualifying debt securities”, if, 50 per cent. or more of the issue of the Relevant Notes which are outstanding at any time during the life of the issue is beneficially held or funded, directly or indirectly, by any related party(ies) of the Issuer, Specified Income derived from such Relevant Notes held by: (aa) any related party of the Issuer; or (bb) any other person where the funds used by such person to acquire such Relevant Notes are obtained, directly or indirectly, from any related party of the Issuer, shall not be eligible for the tax exemption or concessionary rate of tax as described above. The term “related party”, in relation to a person, means any other person who, directly or indirectly, controls that person, or is controlled, directly or indirectly, by that person, or where he and that other person, directly or indirectly, are under the control of a common person. The terms “prepayment fee”, “redemption premium” and “break cost” are defined in the ITA as follows: “prepayment fee”, in relation to debt securities and qualifying debt securities, means any fee payable by the issuer of the securities on the early redemption of the securities, the amount of which is determined by the terms of the issuance of the securities; “redemption premium”, in relation to debt securities and qualifying debt securities, means any premium payable by the issuer of the securities on the redemption of the securities upon their maturity; and “break cost”, in relation to debt securities and qualifying debt securities, means any fee payable by the issuer of the securities on the early redemption of the securities, the amount of which is determined by any loss or liability incurred by the holder of the securities in connection with such redemption. References to “prepayment fee”, “redemption premium” and “break cost” in this Singapore tax disclosure have the same meaning as defined in the ITA. All foreign-sourced income received in Singapore on or after 1 January 2004 by Singapore tax-resident individuals will be exempt from income tax, provided such foreign-sourced income is not received through a partnership in Singapore. Where interest, discount income, prepayment fee, redemption premium or break cost (i.e. the Specified Income) is derived from the Relevant Notes by any person who is not resident in Singapore and who carries on any operations in Singapore through a permanent establishment in Singapore, the tax exemption available for QDS under the ITA shall not apply if such person acquires such Relevant Notes using the funds and profits of such person’s operations through a permanent establishment in Singapore. Any person whose interest, discount income, prepayment fee, redemption premium or break cost (i.e. the Specified Income) derived from the Relevant Notes is not exempt from tax is required to include such income in a return of income made under the ITA. Pursuant to the Singapore Budget 2018, it was announced that the Qualifying Debt Securities Scheme is to be extended to debt securities issued from 1 January 2019 to 31 December 2023, subject to certain amendments to be announced by the MAS.

Capital Gains Any gains considered to be in the nature of capital made from the sale of the Notes will not be taxable in Singapore. However, any gains derived by any person from the sale of the Notes which are gains from any trade, business, profession or vocation carried on by that person, if accruing in or derived from Singapore, may be taxable as such gains are considered revenue in nature. Holders of the Notes who adopt or are adopting Singapore Financial Reporting Standard 39—Financial Instruments: Recognition and Measurement (“FRS 39”) or Singapore Financial Reporting Standard 109 – Financial Instruments (“FRS 109”), may for Singapore income tax purposes be required to recognise gains or losses (not being gains or losses in the nature of capital) on the Notes, irrespective of disposal, in accordance with FRS 39 or FRS 109. Please see the section below on “Adoption of FRS 39 and FRS 109 Treatment for Singapore Income Tax Purposes”.

- 147 - Adoption of FRS 39 and FRS 109 Treatment for Singapore Income Tax Purposes Section 34A of the ITA provides for the tax treatment for financial instruments in accordance with FRS 39 (subject to certain exceptions and “opt-out” provisions) to taxpayers who are required to comply with FRS 39 for financial reporting purposes. The IRAS has issued a circular entitled “Income Tax Implications Arising from the Adoption of FRS 39—Financial Instruments: Recognition & Measurement”. FRS 109 is mandatorily effective for annual periods beginning on or after 1 January 2018, replacing FRS 39. Section 34AA of the ITA requires taxpayers who comply or who are required to comply with FRS 109 for financial reporting purposes to calculate their profit, loss or expense for Singapore income tax purposes in respect of financial instruments in accordance with FRS 109, subject to certain exceptions. The IRAS has also issued a circular entitled “Income Tax: Income Tax Treatment Arising from Adoption of FRS 109—Financial Instruments”. Holders of the Notes who may be subject to the tax treatment under Sections 34A or 34AA of the ITA should consult their own accounting and tax advisers regarding the Singapore income tax consequences of their acquisition, holding or disposal of the Notes.

Estate Duty Singapore estate duty has been abolished with respect to all deaths occurring on or after 15 February 2008.

The proposed financial transactions tax (“FTT”) On 14 February 2013, the European Commission published a proposal (the “Commission’s Proposal”) for a Directive for a common FTT in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (each, other than Estonia, a “participating Member State”). However, Estonia has since stated that it will not participate. The Commission’s Proposal has very broad scope and could, if introduced, apply to certain dealings in Notes (including secondary market transactions) in certain circumstances. The issuance and subscription of Notes should, however, be exempt. Under the Commission’s Proposal the FTT could apply in certain circumstances to persons both within and outside of the participating Member States. Generally, it would apply to certain dealings in Notes where at least one party is a financial institution, and at least one party is established in a participating Member State. A financial institution may be, or be deemed to be, “established” in a participating Member State in a broad range of circumstances, including (a) by transacting with a person established in a participating Member State or (b) where the financial instrument which is subject to the dealings is issued in a participating Member State. However, the FTT proposal remains subject to negotiation between the participating Member States. It may therefore be altered prior to any implementation, the timing of which remains unclear. Additional EU Member States may decide to participate. Prospective holders of Notes are advised to seek their own professional advice in relation to the FTT.

FATCA Pursuant to certain provisions of the U.S. Internal Revenue Code of 1986, commonly known as “FATCA”, a “foreign financial institution” may be required to withhold on certain payments it makes (“foreign passthru payments”) to persons that fail to meet certain certification, reporting, or related requirements. The Issuer may be a foreign financial institution for these purposes. A number of jurisdictions (including Singapore) have entered into, or have agreed in substance to, intergovernmental agreements with the United States to implement FATCA (“IGAs”), which modify the way in which FATCA applies in their jurisdictions. Certain aspects of the application of the FATCA provisions and IGAs to instruments such as the Notes, including whether withholding would ever be required pursuant to FATCA or an IGA with respect to payments on instruments such as the Notes, are uncertain and may be subject to change. Even if withholding would be require pursuant to FATCA or an IGA with respect to payments on instruments such as the Notes, such withholding would not apply prior to 1 January 2019. Holders should consult their own tax advisors regarding how these rules may apply to their investment in the Notes.

- 148 - SUBSCRIPTION AND SALE Summary of Dealer Agreement The Arrangers and Dealers have, in the dealer agreement dated 10 March 2018 (the “Dealer Agreement”), agreed with the Issuer and the Subsidiary Guarantors a basis upon which it may from time to time agree to purchase Notes. Any such agreement will extend to those matters stated under “Forms of the Notes” and “Terms and Conditions of the Notes”. The Issuer failing which the Subsidiary Guarantors as a joint and several basis, will pay each relevant Dealer a commission as agreed between them in respect of Notes subscribed by it. Where the Issuer agrees to sell to the Dealer(s), who agree to subscribe and pay for, or to procure subscribers to subscribe and pay for, Notes at an issue price (the “Issue Price”), any subsequent offering of those Notes to investors may be at a price different from such Issue Price. The Issuer failing which the Subsidiary Guarantors as a joint and several basis, has agreed to reimburse the Arrangers for certain of their expenses incurred in connection with the establishment, and any future update, of the Programme and the Dealers for certain of their activities in connection with the Programme. The Notes may also be sold by the Issuer through the Dealers, acting as the Issuer’s agents. The Dealers may also offer and sell Notes through certain of their affiliates. The commissions in respect of an issue of Notes on a syndicated basis may be stated in the relevant Pricing Supplement. The Issuer may also, in connection with each Tranche of Notes issued under the Programme, agree with the relevant Dealers that private banks or other selling agents be paid a rebate in connection with the purchase of such Tranche of Notes by their private bank clients. The Dealers and certain of their affiliates may have performed certain investment banking and advisory services for the Issuer and/or its affiliates from time to time for which they have received customary fees and expenses and may, from time to time, engage in transactions with and perform services for the Issuer, and/or its affiliates in the ordinary course of their business. Each of the Issuer and the Subsidiary Guarantors have jointly and severally agreed to indemnify the Dealers against certain liabilities in connection with the offer and sale of the Notes. The Dealer Agreement entitles the Dealers to terminate any agreement that they make to subscribe Notes in certain circumstances prior to payment for such Notes being made to the Issuer. In order to facilitate the offering of any Tranche of the Notes, certain persons participating in the offering of the Tranche may engage in transactions that stabilise, maintain or otherwise affect the market price of the relevant Notes during and after the offering of the Tranche. Specifically, such persons may over-allot or create a short position in the Notes for their own account by selling more Notes than have been sold to them by the Issuer. Such persons may also elect to cover any such short position by purchasing Notes in the open market. In addition, such persons may stabilise or maintain the price of the Notes by bidding for or purchasing Notes in the open market and may impose penalty bids, under which selling concessions allowed to syndicate members or other broker- dealers participating in the offering of the Notes are reclaimed if Notes previously distributed in the offering are repurchased in connection with stabilisation transactions or otherwise. The effect of these transactions may be to stabilise or maintain the market price of the Notes at a level above that which might otherwise prevail in the open market. The imposition of a penalty bid may also affect the price of the Notes to the extent that it discourages resales thereof. No representation is made as to the magnitude or effect of any such stabilisation or other transactions. Such transactions, if commenced, may be discontinued at any time. Stabilisation activities may only be carried on by the Stabilisation Manager(s) named in the applicable Pricing Supplement (or persons acting on behalf of any Stabilisation Manager(s)) and only for a limited period following the Issue Date of the relevant Tranche of Notes. The Dealers and their affiliates are full service financial institutions engaged in various activities which may include securities trading, commercial and investment banking, financial advice, investment management, principal investment, hedging, financing and brokerage activities. Each of the Dealers may have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Issuer or its subsidiaries, the Subsidiary Guarantors, jointly controlled entities or associated companies from time to time. In the ordinary course of their various business activities, the Dealers and their affiliates may make or hold (on their own account, on behalf of clients or in their capacity of investment advisers) a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments and enter into other transactions, including credit derivatives (such as asset swaps, repackaging and credit default swaps) in relation thereto. Such transactions, investments and securities activities may involve securities and instruments of the Issuer or its subsidiaries, the Subsidiary Guarantors, jointly controlled entities or associated companies, including Notes issued under the Programme, may be entered into at the same time or proximate to offers and sales of Notes or at other times in the secondary market and be carried out with counterparties that are also purchasers, holders or sellers of Notes. Notes issued under the Programme may be purchased by or be allocated

- 149 - to any Dealer or an affiliate for asset management and/ or proprietary purposes but not with a view to distribution. If a jurisdiction requires that an offering be made by a licenced broker or dealer, and any underwriter or any affiliate of any underwriter is a licenced broker or dealer in that jurisdiction, any such offering shall be deemed to be made by any underwriter or such affiliate on behalf of the Issuer (as defined in this Offering Circular) in such jurisdiction.

Selling Restrictions United States of America The Notes 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, and Bearer Notes are subject to U.S. tax law requirements. Notes may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. In addition, until 40 days after the commencement of any offering, an offer or sale of Notes from that offering within the United States by any dealer whether or not participating in the offering may violate the registration requirements of the Securities Act.

Prohibition of Sales to EEA Retail Investors Unless the Pricing Supplement in respect of any Notes specifies the “Prohibition of Sales to EEA Retail Investors” as “Not Applicable”, each Dealer has represented, warranted and agreed, and each further Dealer appointed under the Programme will be required to represent, warrant and agree, that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Notes which are the subject of the offering contemplated by the Offering Circular as completed by the Pricing Supplement in relation thereto to any retail investor in the European Economic Area. For the purposes of this provision: (a) the expression “retail investor” means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the “Insurance Mediation Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive (as defined below); and (b) the expression an “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes. Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not made and will not make an offer of Notes which are the subject of the offering contemplated by this Offering Circular as completed by the Pricing Supplement in relation thereto to the public in a Member State of the European Economic Area (each. a “Relevant Member State”) except that it may make an offer of such Notes to the public in that Relevant Member State: (a) Approved Prospectus: if the Pricing Supplement in relation to the Notes specifies that an offer of those Notes may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State (a “Non-exempt Offer”), following the date of publication of a prospectus in relation to such Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, provided that any such prospectus has subsequently been completed by the Pricing Supplement contemplating such Non-exempt Offer, in accordance with the Prospectus Directive, in the period beginning and ending on the dates specified in such prospectus or Pricing Supplement, as applicable and the Issuer has consented in writing to its use for the purpose of that Non-exempt Offer; (b) Qualified investors: at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive; (c) Fewer than 150 offerees: at any time to fewer than 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issuer for any such offer; or

- 150 - (d) Other exempt offers: at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Notes referred to in (b) to (d) above shall require the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive, or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Notes to the public” in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (as amended by 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.

Selling Restriction Addressing Additional United Kingdom Securities Laws Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent, warrant and agree, that: (a) in relation to any Notes which have a maturity of less than one year, (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (ii) it has not offered or sold and will not offer or sell any Notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Notes would otherwise constitute a contravention of Section 19 of the Financial Services and Markets Act 2000 (the “FSMA”) by the Issuer; (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and (c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.

Hong Kong In relation to each Tranche of Notes to be issued by the Issuer under the Programme, the Arrangers have represented, warranted and agreed, and each further Dealer appointed under the Programme will be required to represent, warrant and agree, that: (a) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Notes (except for Notes which are a “structured product” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “SFO”)) other than (a) to “professional investors” as defined in the SFO and any rules made under the SFO; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong (the “C(WUMP)O”) or which do not constitute an offer to the public within the meaning of C(WUMP)O; and (b) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Notes, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made under the SFO.

Singapore Each Dealer has acknowledged, and each further Dealer will be required to represent and agree, that this Offering Circular has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, each Dealer has represented, warranted and agreed, and each further Dealer appointed under the Programme will be required to represent, warrant and agree that it has not offered or sold any Notes or caused the Notes to be made the subject of an invitation for subscription or purchase and will not offer or sell any Notes or cause the Notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it

- 151 - circulate or distribute, this Offering Circular or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Notes, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1A), 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 provision of the SFA. Where Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is: a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Notes pursuant to an offer made under Section 275 of the SFA except: (i) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA; (ii) where no consideration is or will be given for the transfer; (iii) where the transfer is by operation of law; (iv) as specified in Section 276(7) of the SFA; or (v) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

General None of the Issuer, the Subsidiary Guarantors, the Arrangers or the Dealers represent that Notes may at any time lawfully be sold in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to any exemption available thereunder, or assumes any responsibility for facilitating such sale. These selling restrictions may be modified by the agreement of the Issuer, the Subsidiary Guarantors and the relevant Dealers following a change in a relevant law, regulation or directive. Any such modification will be set out in the Pricing Supplement issued in respect of the issue of Notes to which it relates or in a supplement to this Offering Circular. No representation is made that any action has been taken in any jurisdiction that would permit a public offering of any of the Notes, or possession or distribution of this Offering Circular or any other offering material or any Pricing Supplement, in any country or jurisdiction where action for that purpose is required.

- 152 - GENERAL INFORMATION

1. Listing Application has been made to the SGX-ST for permission to deal in, and for quotation of, any Notes that may be issued pursuant to the Programme and which are agreed at or prior to the time of issue thereof to be so listed on the Official List of the SGX-ST. In addition, at the relevant time of issue of any Notes which are agreed at the time of issue to be listed on the Official List of the SGX-ST, a separate application will be made to the SGX-ST for the permission to deal in, and for quotation of, such Notes on the Official List of 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 permission to deal in, and for quotation of such Notes will be approved. Admission to the Official List of the SGX-ST and quotation of the Programme or any Notes on the SGX-ST is not to be taken as an indication of the merits of the Issuer, the Group, the Programme or such Notes. The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained herein. The Notes will trade on the SGX-ST in a minimum board lot size of S$200,000 or its equivalent in other currencies so long as any of the Notes remain listed on the SGX-ST.

2. Authorisation (a) The establishment of the Programme and the issue of the Notes thereunder were authorised by a resolution of the board of directors of the Issuer passed on 9 March 2018. (b) The establishment of the Programme and the giving of the Guarantees of the Notes by each of Cathay Cineplexes Pte Ltd, mm Connect Pte. Ltd., mm2 Entertainment Pte. Ltd., mm Plus Pte. Ltd. and 2mm Pte. Ltd. were authorised by a resolution of each of their board of directors passed on 9 March 2018. (c) The Issuer and each Subsidiary Guarantor has obtained or will obtain from time to time all necessary consents, approvals and authorisations in connection with the issue and performance of the Notes and the Guarantees of the Notes.

3. Legal and Arbitration Proceedings Save as disclosed in this Offering Circular, neither the Issuer, the Subsidiary Guarantors nor any other member of the Group is or has been involved in any governmental, legal or arbitration proceedings, (including any such proceedings which are pending or threatened, of which the Issuer or any Subsidiary Guarantor is aware), which may have, or have had during the 12 months prior to the date of this Offering Circular, a significant adverse effect on the financial position or profitability of the Issuer, the Subsidiary Guarantors or the Group.

4. Significant/Material Change Since 31 March 2017, there has been no material adverse change in the financial position or prospects nor any significant change in the financial or trading position of the Issuer, the Subsidiary Guarantors and the Group or the date of the Issuer’s latest audited consolidated financial statements, whichever is the later.

5. Auditors The Issuer’s audited consolidated financial statements as of and for the years ended 31 March 2016 and 2017, which are included elsewhere in this Offering Circular, have been audited by Nexia TS Public Accounting Corporation, as stated in its report appearing herein. The Issuer’s interim unaudited consolidated financial statements as of and for the nine months ended 31 December 2017, which are included elsewhere in this Offering Circular, have not been audited or subject to any review by Nexia TS Public Accounting Corporation.

6. Documents available for Inspection Copies of the following documents may be inspected during normal business hours on any weekday (Saturdays and public holidays excepted) at the registered office of the Issuer at 1002 Jalan Bukit Merah #07-11 Redhill Industrial Estate Singapore 159456 and the specified office of the Trustee at 21 Collyer Quay, HSBC Building, #03-01, Singapore 049320 for so long as the Notes are capable of being issued under the Programme: (i) the Constitution of the Issuer; (ii) the audited consolidated financial statements of the Issuer as at and for the financial years ended 31 March 2016 and 31 March 2017 and the interim unaudited consolidated financial statements of the Issuer as at and for the nine months ended 31 December 2017; - 153 - (iii) copies of the latest annual report and audited annual consolidated financial statements, and any consolidated interim financial statements (whether audited or unaudited) published subsequently to such audited annual financial statements, of the Issuer; (iv) each Pricing Supplement (save that a Pricing Supplement related to an unlisted Series of Notes will only be available for inspection by a holder of any such Notes and such holder must produce evidence satisfactory to the Issuer or the Trustee as to its holding of such Notes and identity); (v) a copy of this Offering Circular together with any supplement to this Offering Circular; (vi) the Trust Deed; (vii) the Deed of Covenant; (viii) the Agency Agreement; and (ix) the Programme Manual.

7. Clearing of the Notes Notes will be cleared through the Euroclear and Clearstream systems (which are the entities in charge of keeping the records) and/or CDP. The Common Code, the International Securities Identification Number (ISIN) and (where applicable) the identification number for any other relevant clearing system for each Series of Notes will be set out in the relevant Pricing Supplement. If the Notes are to be cleared through an additional or alternative clearing system, the appropriate information will be set out in the relevant Pricing Supplement. The address of Euroclear is 1 Boulevard du Roi Albert II, B-1210 Brussels, Belgium and the address of Clearstream is 42 Avenue JF Kennedy, L-1855 Luxembourg. The address of CDP is 11 North Buona Vista Drive, #06-07 The Metropolis Tower 2, Singapore 138589. The address of any alternative clearing system will be specified in the applicable Pricing Supplement.

- 154 - INDEX OF FINANCIAL STATEMENTS Audited Consolidated Financial Statements of the Issuer as at and for the year ended 31 March 2017 Auditor’s Report ...... F-9 Company’s Consolidated Statement of Comprehensive Income ...... F-15 Company’s Balance Sheets ...... F-16 Company’s Consolidated Statement of Changes in Equity ...... F-17 Company’s Consolidated Statement of Cash Flows ...... F-19 Notes to the Financial Statements ...... F-21 Audited Consolidated Financial Statements of the Issuer as at and for the year ended 31 March 2016 Auditor’s Report ...... F-108 Company’s Consolidated Statement of Comprehensive Income ...... F-110 Company’s Balance Sheets ...... F-111 Company’s Consolidated Statement of Changes in Equity ...... F-112 Company’s Consolidated Statement of Cash Flows ...... F-114 Notes to the Financial Statements ...... F-116 Interim Unaudited Financial Statements Announcement of the Issuer as at and for the nine months ended 31 December 2017 ...... F-187 Unaudited Pro Forma Consolidated Financial Statements of the Issuer as at and for the year ended 31 March 2017 Auditor’s Report ...... F-211 Company’s Consolidated Statement of Comprehensive Income ...... F-214 Company’s Balance Sheets ...... F-215 Company’s Consolidated Statement of Changes in Equity ...... F-216 Company’s Consolidated Statement of Cash Flows ...... F-217 Notes to the Financial Statements ...... F-219 Unaudited Pro Forma Consolidated Financial Statements of the Issuer as at and for the nine months ended 31 December 2017 Auditor’s Report ...... F-318 Company’s Consolidated Statement of Comprehensive Income ...... F-321 Company’s Balance Sheets ...... F-322 Company’s Consolidated Statement of Changes in Equity ...... F-323 Company’s Consolidated Statement of Cash Flows ...... F-324 Notes to the Financial Statements ...... F-326

-F-1- F-2 F-3 F-4 F-5 F-6 F-7 F-8 F-9 F-10 F-11 F-12 F-13 F-14 F-15 F-16 F-17 F-18 F-19 F-20 F-21 F-22 F-23 F-24 F-25 F-26 F-27 F-28 F-29 F-30 F-31 F-32 F-33 F-34 F-35