Temasek US$5 billion ECP Programme

On 16 February 2011, Temasek Financial (II) Private Limited (“TFin-II”) established a US$5 billion Euro-commercial Paper (“Temasek ECP”) programme, fully and unconditionally guaranteed by Temasek Holdings (Private) Limited (“Temasek”).

The Temasek ECP programme adds flexibility to Temasek’s short-term funding options. It complements Temasek’s existing long-term US$15 billion Guaranteed Global Medium Term Note (“MTN”) programme. The MTN programme was first launched in 2005 as a public marker of Temasek’s credit quality, and further broadens Temasek’s stakeholder base.

The Temasek ECP programme has been assigned short-term ratings of A-1+ by Standard & Poor’s (“S&”) and Prime-1 (“P-1”) by Moody’s Investors Service ("Moody’s"). Temasek has had corporate credit ratings of AAA by S&P and Aaa by Moody’s since 2004. Temasek’s MTN programme and all outstanding bond issues have been assigned long-term ratings of AAA by S&P and Aaa by Moody’s.

The current Temasek ECP programme dealers are Bank of America Merrill Lynch, Barclays, Citibank, Goldman Sachs, ING, and UBS.

NOTICE

U.S. Persons

A. “U.S. persons” include:

  1. Any natural person resident in the U.S., regardless of citizenship of such person (for e.g., a French citizen resident in the U.S. is a U.S. person);
  2. Any partnership or corporation organized under U.S. law;
  3. Any non-U.S. partnership or corporation formed by a U.S. person principally for the purpose of investing in U.S. unregistered securities;
  4. Any estate or trust of which any executor, administrator or trustee, as applicable, is a U.S. person;
  5. Any agency or branch of a foreign entity located in the U.S.; and
  6. Any non-discretionary account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person.

B. The following are not “U.S. persons”:

  1. Any discretionary account (other than an estate or trust) held by a U.S. dealer or other professional fiduciary for the benefit or account of a non-U.S. person;
  2. Any estate or trust with a U.S. professional fiduciary acting as executor, administrator or trustee, as applicable, if (i) an executor, administrator or trustee, as applicable, who is not a U.S. person has sole or shared investment discretion with respect to the estate or trust assets and (ii) in the case of estates, the estate is governed by non-U.S. law, or in the case of trusts, no beneficiary (and no settler if the trust is revocable) is a U.S. person;
  3. An employee benefit plan established and administered in accordance with non-U.S. law and local customary practices and documentation;
  4. Any agency or branch of a U.S. bank or insurance company located outside the U.S. if it operates for valid business reasons, is engaged in the banking or insurance business and is subject to substantive local banking or insurance regulation; and
  5. The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans, wherever located.

Institutional investors

“Institutional investors” are:

  1. banks licensed under the Banking Act, Chapter 19 of Singapore;
  2. merchant banks approved as financial institutions under Section 28 of the Monetary Authority of Singapore Act, Chapter 186 of Singapore;
  3. finance companies licensed under the Finance Companies Act, Chapter 108 of Singapore;
  4. companies or societies registered under the Insurance Act, Chapter 142 of Singapore as an insurer;
  5. trust companies licensed under the Trust Companies Act, Chapter 336 of Singapore;
  6. the Singapore government or statutory bodies established under any Act of Parliament of Singapore;
  7. holders of capital markets services licences under the SFA for:
    • dealing in securities;
    • fund management;
    • providing custodial services for securities;
    • real estate investment trust management;
    • securities financing; or
    • trading in futures contracts;
  8. persons (other than individuals) who carry on the business of dealing in bonds with:
    • accredited investors; or
    • persons whose business involves the acquisition and the disposal or holding of capital markets products (whether as principal or agent), the trustee of such trust as the Monetary Authority of Singapore (“MAS”) may prescribe (when acting in that capacity) or such other person as the MAS may prescribe;
  9. pension funds or collective investment schemes;
  10. trustees of such trust as the MAS may prescribe, when acting in that capacity; or
  11. persons who have been prescribed by the MAS as institutional investors.

Relevant Persons

A “relevant person” is:

  1. an accredited investor;
  2. a corporation 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;
  3. a trustee of a trust the sole purpose of which is to hold investments and each beneficiary of which is an individual who is an accredited investor; or
  4. an officer or equivalent person of Temasek Financial (II) Private Limited (the ”Issuer“), as issuer (including any director or secretary of the Issuer, a person employed in an executive capacity by the Issuer, a receiver and manager of any part of the Issuer's undertakings or any liquidator appointed in a voluntary winding up of the Issuer); or a spouse, parent, brother, sister, son or daughter of that officer or equivalent person.

Accredited Investors

A “accredited investor” is:

  1. an individual (i) whose net personal assets exceed S$2 million, or its equivalent in value in any foreign currency or (ii) whose income in the preceding 12 months is not less than S$300,000, or its equivalent in value in any foreign currency;
  2. a corporation with net assets exceeding S$10 million in value or its equivalent in value in any foreign currency, as determined by its most recent audited balance sheet or, in the case of a corporation which is not required to prepare audited accounts regularly, a balance sheet of the corporation certified by it to give a true and fair view of the state of affairs of the corporation as of the date of the balance sheet, which date shall be within the preceding 12 months;
  3. a trustee of a trust of which all property and rights of any kind whatsoever held on trust for the beneficiaries of the trust exceed S$10 million in value (or its equivalent in foreign currency);
  4. an entity (other than a corporation) with net assets exceeding S$10 million in value (or its equivalent in a foreign currency);
  5. a partnership (other than a limited liability partnership within the meaning of the Limited Liability Partnerships Act, Chapter 163A of Singapore) in which each partner is an accredited investor; or
  6. a corporation, the sole business of which is to hold investments and the entire share capital of which is owned by one or more persons, each of whom is an accredited investor; or
  7. a person who has been prescribed by the MAS as an accredited investor.

The securities are offered:

  1. only outside the United States to non-U.S. persons (within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended (“U.S. Reg S”)); and
  2. in the case of Singapore, only to persons permitted by the Securities and Futures Act of Singapore (“SFA”) as follows:

The materials available on this microsite do not constitute an offer to sell, or a solicitation of an offer to buy, any securities by any person in any jurisdiction in which it is unlawful to make such an offer, solicitation or sale.

In particular, the materials available on this microsite do not constitute an offer of securities for sale in the United States. The securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. No portion of the proposed offering is intended to be registered in the United States, and no public offering is intended to be conducted in the United States or Singapore.

DECLARATION

I/We represent, warrant and agree that: