OFFER DOCUMENT

3 Aug 2004

MANDATORY CONDITIONAL CASH OFFER

By

Goldman Sachs (Singapore) Pte.

for and on behalf of

Lentor Investments Pte. Ltd.
(Incorporated in the Republic of Singapore)

a wholly-owned subsidiary of

Temasek Holdings (Private) Limited
(Incorporated in the Republic of Singapore)

1. Introduction

Goldman Sachs (Singapore) Pte. (“Goldman Sachs”) wishes to announce, for and on behalf of Lentor Investments Pte. Ltd. (the “Offeror”), that the Offeror intends to make a mandatory conditional cash offer (the “Offer”) for all the ordinary shares of S$1.00 each (“Shares”) in the capital of Neptune Orient Lines Limited (“NOL”) in issue and to be issued pursuant to the NOL Share Option Scheme (the “NOL Scheme”).

Upon completion of purchases of 20,297,000 Shares from the market on 3 August 2004, the Offeror, together with Temasek Holdings (Private) Limited (“Temasek”) and Startree Investments Pte. Ltd. (“Startree”), a wholly owned subsidiary of Temasek, owned or controlled 433,746,362 Shares, representing approximately 30.14 per cent. of the existing issued and paid-up share capital of NOL¹

In accordance with Rule 14 of the Singapore Code on Take-overs and Mergers as revised with effect from 1 January 2002 (the “Code”), the Offeror is required to make a mandatory conditional take-over offer for all the Shares not already owned by the Offeror, Temasek or Startree.

Based on the information received by the Offeror as at 3 August 2004, none of the parties acting or deemed to be acting in concert with the Offeror own or control any Shares. Accordingly, as at the date of this Announcement, the Offeror, Temasek and parties acting or deemed to be acting in concert with the Offeror in connection with the Offer (including Startree) owned or controlled 433,746,362 Shares, representing approximately 30.14 per cent. of the existing issued and paid-up share capital of NOL.

2. The Offer

(a) The Offeror will make the Offer for all the Shares not already owned by the Offeror, Temasek or Startree as at the date of the Offer (the “Offer Shares”), in accordance with Section 139 of the Securities and Futures Act, Chapter 289 and the Code.

(b) The Offer will be extended to (i) all the issued Shares owned, controlled, or agreed to be acquired by parties acting or deemed to be acting in concert with the Offeror in connection with the Offer (other than Temasek and Startree) and (ii) all new Shares unconditionally issued or to be issued pursuant to the valid exercise prior to the close of the Offer of any options (each, an “Option”) to subscribe for new Shares granted under the NOL Scheme. For the purpose of the Offer, the expression “Offer Shares” shall include such Shares.

(c) The Offer, when made, will be on the following basis:

For each Offer Share: S$2.80 in cash (the “Offer Price”).

Shareholders accepting the Offer will be entitled to retain the Interim Dividend referred to paragraph 2(e) below.

(d) Premium Over Past Trading Prices²

The Offer Price represents:

(e) Premium Over Theoretical Ex-Dividend Trading Prices³

On 27 July 2004, NOL announced an interim dividend of S$0.0875 per Share gross (S$0.07 per Share net) payable on 30 August 2004 (the “Interim Dividend”).

Based on the gross Interim Dividend, the Offer Price represents:

(f) The Offer Shares will be acquired (i) fully paid; (ii) free from all liens, equities, charges, encumbrances, rights of pre-emption and any other third party rights or interests of any nature whatsoever; and (iii) together with all rights, benefits and entitlements attached thereto as at the date of this Announcement and hereafter attaching thereto, including the right to receive and retain all dividends, rights and other distributions (if any) declared, paid or made by NOL on or after the date of this Announcement, save for the Interim Dividend.

3. Condition

(a) The Offer shall be subject to the Offeror having received, by the close of the Offer, valid acceptances in respect of such number of Offer Shares which will result in the Offeror and parties acting or deemed to be acting in concert with it holding such number of Shares carrying more than 50 per cent. of the voting rights attributable to the issued share capital of NOL as at the close of the Offer (including any voting rights attributable to Shares issued or to be issued pursuant to the valid exercise of the Options prior to the close of the Offer).

(b) Accordingly, the Offer will not become or be capable of being declared unconditional as to acceptances until the close of the Offer, unless at any time prior to the close of the Offer, the Offeror has received valid acceptances in respect of such number of Offer Shares which will result in the Offeror and parties acting or deemed to be acting in concert with it holding such number of Shares carrying more than 50 per cent. of the maximum potential issued share capital of NOL. For this purpose, the “maximum potential issued share capital of NOL” means the total number of Shares which would be in issue had all the Options been validly exercised as at the date of such declaration.

4. Options

Under the rules of the NOL Scheme, the Options are not transferable by the holders thereof. In view of this restriction, the Offeror will not make an offer to acquire the Options (although, for the avoidance of doubt, the Offer will be extended to all new Shares issued or to be issued pursuant to the valid exercise of the Options on or prior to the close of the Offer).

5. Offeror

The Offeror was incorporated in the Republic of Singapore on 28 May 2004. The Offeror is an investment holding company and has an authorised share capital of S$1,000,000,000 divided into 990,000,000 ordinary shares of S$1.00 each and 10,000,000 Series A redeemable preference shares of S$1.00 each (“RPS”), of which two ordinary shares of S$1.00 have been issued and paid up at par and ten RPS have been issued and paid up at S$100,000 per RPS. The Directors of the Offeror are Margaret Lui-Chan Ann Soo, Phua Kok Kim and Ong Kian Ngee. The Offeror is a wholly-owned subsidiary of Temasek.

6. NOL

NOL is a Singapore-based global transportation and logistics company. It was incorporated in the Republic of Singapore on 30 December 1968 and was publicly listed in 1981 on Singapore Exchange Securities Trading Limited (“SGX-ST”). Its container transportation arm, American President Lines Ltd (“APL”), is a top-10 container transportation company that provides services to more than 140 countries through a network combining high quality inter-modal operations with state-of-the-art information technology. Its supply chain services arm, APL Logistics, provides international, end-to-end logistics services for global customers, employing the latest information technology and data connectivity for maximum supply chain visibility and control.

7. Rationale for the Offer

In the equity private placement conducted by NOL in November 2003, Temasek’s shareholding was diluted to below 30 per cent. Temasek, through the Offeror, has increased its investment in NOL to beyond 30 per cent., thereby requiring a mandatory offer to be made under the provisions of the Code.
The Offer Price exceeds the highest closing price of the Shares since 4 January 1994.

8. Continuation of Existing Activities

It is the intention of the Offeror that NOL continues with its existing activities.

9. Disclosures

(a) As at the date of this Announcement, the Offeror owns 20,297,000 Shares.

(b) As at the date of this Announcement, (i) the Offeror and its Directors and (ii) Temasek, its Directors and certain of its wholly-owned subsidiaries which are deemed to be acting in concert with it (each, a “Relevant Person”) own, control or have agreed to acquire an aggregate of 433,746,362 Shares, representing approximately 30.14 per cent. of the issued share capital of NOL (based on the latest information available to the Offeror as at the date of this Announcement). Details of the Shares held by the Relevant Persons and their dealings in the Shares during the six-month period immediately preceding the date of this Announcement are set out in the Appendix to this Announcement.

(c) None of the Relevant Persons hold Options or has dealt in any Options during the six-month period immediately preceding the date of this Announcement.

(d) Save as disclosed in this Announcement, none of the Offeror and the Relevant Persons (i) owns, controls or has agreed to acquire any Shares or Options as at the date of this Announcement, (ii) has dealt for value in any Shares or Options during the six-month period immediately preceding the date of this Announcement or (iii) has received any irrevocable undertaking from any party to accept or reject the Offer as of the date at this Announcement.

(e) In the interests of confidentiality, the Offeror has not made enquiries in respect of certain other parties who are or may be deemed to be acting in concert with the Offeror in connection with the Offer. Further enquiries will be made of such persons and the relevant disclosures will be made in due course and in the Offer Document (as defined below).

10. Financing

Goldman Sachs, as financial adviser to the Offeror, confirms that sufficient financial resources are available to the Offeror to satisfy full acceptance of the Offer by the holders of the Offer Shares.

11. Offer Document

The formal document, setting out the terms and conditions of the Offer and enclosing the appropriate form(s) of acceptance of the Offer (the “Offer Document”), will be dispatched to holders of Offer Shares not earlier than 14 days and not later than 21 days from the date of this Announcement.

12. Responsibility Statement

The Directors of the Offeror and Temasek (including any who may have delegated detailed supervision of this Announcement) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this Announcement are fair and accurate and that no material facts have been omitted from this Announcement, and they jointly and severally accept responsibility accordingly. Where any information has been extracted from published or publicly available sources (including, without limitation, in relation to NOL and its subsidiaries and associated companies), the sole responsibility of the Directors of the Offeror and Temasek has been to ensure through reasonable enquiries that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this Announcement.

Issued by
Goldman Sachs (Singapore) Pte.

For and on behalf of
Lentor Investments Pte. Ltd.
3 August 2004
Singapore

Any inquiries relating to this Announcement or the Offer should be directed to the following individuals:

Eva Ho
Director of Corporate Communications
Temasek Holdings (Private) Limited
Telephone: 6828 6828 / 6828 6763
Fax: 6828 6263

Tim Leissner
Managing Director
Goldman Sachs (Singapore) Pte.
Telephone: 6889 2682
Fax: 6889 2308

Appendix

¹In this Announcement, the issued and paid-up share capital of NOL used is S$1,439,115,986, comprising 1,439,115,986 Shares.
²Information on the historical transacted prices of the Shares was obtained from Bloomberg.
³The theoretical ex-dividend price of the Shares has been calculated by deducting the gross interim dividend of S$0.0875 per Share from the transacted prices of the Shares for the whole of the relevant period