Offering Circular Temasek Financial (I) Limited (Incorporated with limited liability under the laws of Singapore) (Company Registration Number: 200408713K) US$20,000,000,000 Guaranteed Global Medium Term Note Programme unconditionally and irrevocably guaranteed by Temasek Holdings (Private) Limited (Incorporated with limited liability under the laws of Singapore) (Company Registration Number: 197401143C) On 14 September 2005, Temasek Financial (I) Limited (the “Issuer”) and Temasek Holdings (Private) Limited (the “Guarantor”) established a Guaranteed Global Medium Term Note Programme (as amended and supplemented from time to time, the “Programme”) and issued an offering circular describing the Programme. The maximum aggregate principal amount of Notes (as defined below) outstanding from time to time under the Programme (the “Programme Limit”) was initially set at US$5,000,000,000. The Issuer and the Guarantor increased the Programme Limit to US$10,000,000,000 on 3 February 2010, and this was further increased to US$15,000,000,000 on 12 July 2013 and to US$20,000,000,000 on 16 July 2018. This Offering Circular supersedes all previous offering circulars and any supplements thereto. Any Notes issued under the Programme on or after the date of this Offering Circular are issued subject to the provisions described herein. This does not affect any Notes already issued. Under this Programme, the Issuer may from time to time issue notes (the “Notes”) unconditionally and irrevocably guaranteed (the “Guarantee”) by the Guarantor. The aggregate principal amount of Notes outstanding will not at any time exceed US$20,000,000,000 (or the equivalent in other currencies), unless such amount is otherwise increased pursuant to the terms of the Programme. Application has been made to the Singapore Exchange Securities Trading Limited (the “SGX-ST”) for permission to deal in and quotation of any Notes which are agreed at the time of issue thereof to be so listed on the SGX-ST. Such permission will be granted when such Notes have been admitted to the Official List of the SGX-ST. There is no assurance that the application to the SGX-ST for the listing of the Notes will be approved. Admission to the Official List of the SGX-ST and quotation of any Notes which are agreed at the time of issue thereof to be so listed on the SGX-ST are not to be taken as an indication of the merits of the Issuer, the Guarantor, their respective subsidiaries (if any), their respective associates (if any), the Programme or such Notes. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained in this Offering Circular. Unlisted series of Notes may also be issued pursuant to the Programme. The relevant Pricing Supplement (as defined herein) in respect of any series of Notes will specify whether or not such Notes will be listed on the SGX-ST or any other stock exchange. See “Risk factors” beginning on page 18 for a discussion of certain risks in connection with an investment in the Notes. Neither the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority has approved or disapproved of the Notes and the Guarantee or passed upon the accuracy or adequacy of this Offering Circular. Any representation to the contrary is a criminal offence in the United States. The Guarantor has been assigned an overall corporate credit rating of “Aaa” by Moody’s Investors Service, Inc. (“Moody’s”) and “AAA” by S&P Global Ratings, a division of The McGraw-Hill Companies, Inc. (“S&P”). Each series of Notes issued under the Programme may be rated or unrated. Where a series of Notes is rated, such credit rating will not necessarily be the same as the credit ratings assigned to the Guarantor. A credit rating is a statement of opinion and is not a recommendation to buy, sell or hold the Notes and may be subject to suspension, revision or withdrawal at any time by the assigning credit rating agency. Investors should consult their own financial or other professional adviser before making any decisions based on credit ratings. Moody’s and S&P have not provided their consent to the inclusion of such information in this Offering Circular and therefore are not liable for information regarding credit ratings contained herein. The Notes and the Guarantee have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws in the United States or any other jurisdiction, and the Notes may include notes issued in bearer form (“Bearer Notes” comprising a “Bearer Series”), which are subject to certain U.S. tax law requirements. The Notes may be offered and sold (i) in the United States only to “qualified institutional buyers” (“QIBs”) as defined in Rule 144A under the Securities Act (“Rule 144A”) or to Institutional Accredited Investors (as defined herein), in each case in transactions exempt from registration under the Securities Act and/or (ii) outside the United States to non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Any series of Notes may be subject to additional selling restrictions, including restricting offers or sales in the United States or to U.S. persons, or restricting purchasers of such Notes in the United States or that are U.S. persons (as defined in Regulation S) to QIBs that are also “qualified purchasers” (“QPs”) as defined in the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”). The relevant Pricing Supplement in respect of such series of Notes will specify any such restrictions. Subject to certain exceptions, the Notes may not be offered, sold or, in the case of Bearer Notes, delivered within the United States or to, or for the account or benefit of, U.S. persons. See “Notice to purchasers and holders of Registered Notes and transfer restrictions” and the relevant Pricing Supplement. Arrangers Deutsche Bank Goldman Sachs (Singapore) Pte. HSBC Morgan Stanley Dealers Barclays BNP PARIBAS BofA Merrill Lynch Citigroup Credit Suisse DBS Bank Ltd. Deutsche Bank Goldman Sachs (Singapore) Pte. HSBC J.P. Morgan Morgan Stanley Standard Chartered Bank Standard Chartered Bank (Singapore) Limited 15 July 2019 PLEASE READ THIS GATEFOLD TOGETHER WITH THE REST OF THIS OFFERING CIRCULAR BEFORE MAKING THE DECISION TO INVEST WHAT SHOULD I KNOW BEFORE INVESTING IN BONDS? WHAT ARE MY RISKS IF I INVEST IN BONDS? All investments carry risks. This includes investments in bonds. When you invest in a bond, you are essentially lending money to a bond issuer. Bond investors face key risks1 such as market, business, legal, regulatory, interest rate, default, liquidity and inflation risks. MARKET & BUSINESS RISKS As an investment company, Temasek’s cash flows and ability to make debt repayments are dependent on the dividends and distributions from our2 portfolio, our divestments and our ability to borrow. Macroeconomic, market and geopolitical conditions in major economies may impact global monetary conditions, investors’ confidence and risk appetite, as well as underlying growth prospects and global asset prices.3 These could potentially have a significant impact on the value of our portfolio as well as the profitability of Temasek and our portfolio companies. In turn, these may potentially affect Temasek’s ability to meet payment obligations. LEGAL & REGULATORY RISKS Temasek has investments in many countries around the world. This means Temasek and our portfolio companies could potentially face complex legal and regulatory requirements as well as regulatory or litigation action by regulators or private parties. If any such requirements or actions result in significant costs or losses to Temasek or our portfolio companies, this could potentially impact Temasek’s financial condition and operational results. INTEREST RATE RISK Market prices of a bond may rise or fall. If interest rates rise, the market price of your bond may fall, and vice versa. IF INTEREST RATES RISE Bond Prices Fall Why does this happen? If interest rates rise, bond buyers have the option of investing in new bonds Rates Rise issued at higher interest rates. You may have difficulty finding a buyer, unless you reduce your asking price to make it attractive to a prospective bond buyer. IF INTEREST RATES FALL Hence, the market price of your bond may fall when interest rates rise. Rates Fall If you wish to sell your bond before it matures, you may suffer a partial loss of your principal amount, if the market price at the time you sell is below Bond Prices Rise your purchase price. 1 Please see the section “Risk Factors” of this Offering Circular for a description of other key risks. 2 References to “we” and “our” refer to Temasek, namely Temasek Holdings (Private) Limited and its Investment Holding Companies (IHCs). Please see footnote 15 on page 6 for details of our IHCs. 3 Please see the section “Risk Factors” of this Offering Circular for Temasek’s market outlook. 1 DEFAULT RISK A default may happen when a bond issuer fails to pay the Average Annual Corporate Default Rates4: Average Annual Corporate Default Rates1: interest due, or repay the principal amount at maturity. 1999–2018 (%) 1999 - 2018 (%) The default risk of each issuer is different, depending on 11.74 its financial position, its debts and other obligations. It is important to know more about the credit quality of an issuer before buying its bond. Please see “How Can I 2.41 Understand Temasek’s Credit Quality?” on pages 5 and 6. 0 0.03 0.07 0.22 0.63 Aaa Aa A Baa Ba B Caa-C Some issuers, or their bonds, are rated by credit rating agencies, based on their respective assessments of the Derived from data published by Moody’s Investors Service quality of assets, cash flows, liquidity positions and other Annual default study: Defaults will rise modestly in 2019 factors.