Sarine Technologies Ltd.

Share Issue/Capital Change • Dec 31, 2023

Issuer & Securities

Issuer/ Manager

SARINE TECHNOLOGIES LTD.

Security

SARINE TECHNOLOGIES LTD - IL0010927254 - U77

Announcement Details

Date &Time of Broadcast

Announcement Title

Repurchase Offer/ Issuer Bid/ Reverse Rights

28-Dec-2023 23:40:00 REPURCHASE OFFER/ISSUER BID/ REVERSE RIGHTS::VOLUNTARY

Status

New

Corporate Action Reference

SG231228BIDS5GEV

Submitted By (Co./ Ind. Name)

Amir J. Zolty

Designation

Company Secretary

Percentage Sought (%)

1.15

Financial Year End

31/12/2023

Event Dates

Record Date 19/01/2024

Ex Date 18/01/2024

Disbursement Details

Election Period 28/12/2023 TO 19/01/2024

Existing Security Details
Cash Payment Details
Offer Price
SGD 0.34
Pay Date
29/01/2024
Attachments
FAA Form.pdf
Letter of Offer Circular.pdf
Off Market Equal Access Offer - Despatch of an Offer Letter and Acceptance Form 28Dec23 Final.pdf
Total size =506K MB

SARINE TECHNOLOGIES LTD.

(Company Registration No. 511332207) (Incorporated In Israel)

OFF-MARKET EQUAL ACCESS OFFER – DESPATCH OF OFFER LETTER AND ACCEPTANCE FORM

1. Introduction

The Board of Directors (the "Board") of Sarine Technologies Limited (the "Company") refers to the off-market equal access offer announcements dated 19 November 2023 and 15 December 2023 ("Off-Market Equal Access Offer Announcement") in relation to the off-market equal access offer for the purchase of the issued ordinary shares in the capital of the Company (the "Equal Access Offer"), which shares, after being purchased by the Company subject to the Equal Access Offer, will be held as dormant treasury shares. Terms defined in the Off-Market Equal Access Offer Announcement shall have the same meanings when used in this announcement.

2. Despatch of the Offer Letter

• 2.1 The offer letter dated 28 December 2023 (the "Offer Letter") containing the terms and conditions of the Equal Access Offer and enclosing the accompanying Form of Acceptance and Authorisation for Shares (the "FAA") have been despatched to shareholders of the Company (the "Shareholders") today.
• 2.2 An electronic copy of the Offer Letter is available for download on the website of the Singapore Exchange Securities Trading Limited (the "SGX-ST") at http://www.sgx.com.
• 2.3 If you are a Shareholder and do not receive the Offer Letter and the FAA within a week from the date of this announcement, or if you have any enquiries relating to the Offer Letter and/or to the FAA you may contact the Company's share registrar (by contacting M & C Services Private Limited at +65 6227 6660 or emailing them at gpb@mncsingapore.com) or CDP (through the CDP's Customer Service Hotline at +65 6535 7511 or emailing CDP at asksgx@sgx.com), during normal business hours up to and including the Closing Date.

3. Responsibility Statement

The Directors collectively and individually accept full responsibility for the accuracy of the information given in this announcement and in the Offer Letter and confirm after making all reasonable enquiries that, to the best of their knowledge and belief, the Offer Letter constitutes full and true disclosure of all material facts about the Equal Access Offer, the Company and its subsidiaries, and the Directors are not aware of any facts the omission of which would make any statement in this announcement and/or in the Offer Letter misleading. Where information in the Offer Letter has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in the Offer Letter in its proper form and context.

4. Cautionary Statement

• 4.1 Shareholders are advised to read this announcement and any further announcements by the Company carefully. Shareholders and potential investors should consult their stockbrokers, banker managers, solicitors, accountants, or other professional advisers if they have any doubt about the actions they should take.
• 4.2 Shareholders are further advised that this announcement serves as only an update to Shareholders and does not constitute an offer.

By Order of the Board

Amir Jacob Zolty Company Secretary

28 December 2023

OFFER LETTER DATED 28 DECEMBER 2023

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY.

If you are in any doubt about the Equal Access Offer (as defined herein) or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional advisor immediately.

Shareholders should note that they will receive this Offer Letter together with the Form of Acceptance and Authorisation for Shares ("FAA"), in respect of the Equal Access Offer.

If you have sold or transferred all your ordinary shares in the capital of the Company ("Shares") which are held through The Central Depository (Pte) Limited ("CDP"), you need not forward this Offer Letter and the accompanying FAA to the purchaser or transferee, as CDP will arrange for a separate Offer Letter and FAA to be sent to the purchaser or transferee.

The Singapore Exchange Securities Trading Limited ("SGX-ST") assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Offer Letter.

SARINE TECHNOLOGIES LTD. (Company Registration Number: 51 1332207) (Incorporated in Israel)

OFFER LETTER IN RELATION TO THE EQUAL ACCESS OFFER

ACCEPTANCES SHOULD BE RECEIVED BY THE CLOSE OF THE EQUAL ACCESS OFFER AT 5:30 P.M. ON 19 JANUARY 2024 (OR SUCH OTHER DATE AS MAY BE ANNOUNCED BY THE COMPANY).

The procedures for acceptance of the Equal Access Offer are set out in the Appendix to this Offer Letter and in the accompanying FAA.

	DEFINITIONS2
	INDICATIVE TIMETABLE5
	OFFER LETTER6
1.	INTRODUCTION6
2.	TERMS AND CONDITIONS OF THE EQUAL ACCESS OFFER6
3.	PROCEDURES FOR ACCEPTANCE8
4.	OPTIONS AVAILABLE TO SHAREHOLDERS8
5.	STATUS OF PURCHASED SHARES UNDER THE EQUAL ACCESS OFFER10
6.	RATIONALE FOR THE EQUAL ACCESS OFFER10
7.	PREMIUM TO TRADING PRICES OF THE SHARES10
8.	SHARES PURCHASED OR ACQUIRED DURING THE PREVIOUS 12 MONTHS10
9.	PAYMENT OF THE OFFER PRICE11
10.	OVERSEAS SHAREHOLDERS11
11.	APPLICATION OF THE CODE12
12.	LISTING STATUS OF THE SHARES12
13.	GENERAL12
14.	DIRECTORS' RESPONSIBILITY STATEMENT13
APPENDIX – ADMINISTRATIVE PROCEDURES FOR ACCEPTANCE14

DEFINITIONS

The following definitions apply throughout in this Offer Letter except where the context otherwise requires:

"Accepting Shareholders"	:	Shareholders who tender Shares in acceptance of the Equal Access Offer
"Announcement"	:	The announcement by the Company dated 19 November 2023 in relation to the Equal Access Offer
"Board"	:	The board of Directors of the Company as at the Latest Practicable Date
"CDP"	:	The Central Depository (Pte) Limited
"Closing Date"	:	19 January 2024, being the date on which the Equal Access Offer closes, or such other date as may be announced by the Company
"Code"	:	The Singapore Code on Take-overs and Mergers, as amended, modified or supplemented from time to time
"Companies Act"	:	The Companies Act 1967 of Singapore, as amended, modified or supplemented from time to time
"Company"	:	Sarine Technologies Ltd.
"Date of Receipt"	:	Date of receipt of the FAA by the CDP
"DCS"	:	CDP's Direct Crediting Service
"Despatch Date"	:	28 December 2023, being the date of despatch of this Offer Letter
"Director(s)"	:	The director(s) of the Company as at the Latest Practicable Date
"dormant shares"	:	Shares which were purchased or acquired and held as dormant shares by the Company in accordance with the Israeli Companies Law
"Entitled Shares"	:	In respect of each Participating Shareholder, the Relevant Percentage of that Participating Shareholder's Shares as at the Record Date, fractional entitlements to be disregarded
"Entitlement Notification Letter"	:	The letter to be despatched to Shareholders after the Record Date to notify them, inter alia, of their Entitled Shares
"Equal Access Offer"	:	The off-market equal access offer to be made by the Company for 4,000,000 Shares representing approximately 1.15% of total number of Shares in issue (excluding 8,937,700 dormant shares) as at the Latest Practicable Date, on the terms and subject to the conditions set out in this formal Offer Letter and the FAA
"Excess Shares"	:	Has the meaning given in Section 2(c)(ii) of this Offer Letter
"FAA"	:	Form of Acceptance and Authorisation for Shares
"Group"	:	The Company and its subsidiaries
"Indication"	:	For the purposes of the FAA, a tick, cross or such other forms or annotation to be determined by CDP and/or the Company in their absolute discretion for the purpose of ascertaining a Shareholder's intention to accept
"Israeli Companies Law"	:	The Companies Law, 5759-1999, and the Companies Ordinance (New version) 1983 of Israel, or any statutory modification, amendment or re-enactment thereof for the time being in force, and any reference to any provision of the said law is to that provision as so modified, amended or re-enacted or contained in any such subsequent act or acts
"Latest Practicable Date"	:	8 December 2023, being the latest practicable date prior to the printing of this Offer Letter
"Listing Manual"	:	The listing manual of the SGX-ST
"Market Day"	:	A day on which the SGX-ST is open for trading in securities
"Market Purchases"	:	Purchases or acquisitions of Shares made by way of on-market purchases transacted through the SGX-ST's trading system, through one or more duly licensed stockbrokers appointed by the Company for such purpose

DEFINITIONS

"Maximum Share Purchase Amount"	:	The maximum number of Shares the Company may buy back under the Equal Access Offer, being 4,000,000 Shares representing approximately 1.15% of the total number of Shares in issue (excluding 8,937,700 dormant shares) as at the Latest Practicable Date
"Non-Participating Shareholder"	:	Has the meaning given in Section 2(g) of this Offer Letter
"Offer Letter"	:	This formal offer letter dated 28 December 2023 in relation to the Equal Access Offer
"Offer Price"	:	S\$0.34 for each Share
"Off-Market Purchases"	:	Purchases or acquisitions of Shares made by way of off-market purchases effected pursuant to an equal access scheme as defined in Section 76C of the Companies Act
"Overseas Shareholders"	:	Shareholders whose addresses are outside Singapore as shown in the Register of Members or, as the case may be, in the records of CDP
"Participating Shareholders"	:	Shareholders other than the Non-Participating Shareholder
"Record Date"	:	5:30 p.m. on 19 January 2024, on which the Company will determine the entitlements of the Participating Shareholders to the Equal Access Offer
"Register of Members"	:	The register of members of the Company
"Relevant Percentage"	:	The percentage of Shares that a Participating Shareholder will be entitled to accept the Equal Access Offer, being approximately 1.31% of his/her/its Shares as at the Record Date
"Securities Account"	:	A securities account maintained by a Depositor with the CDP but does not include a securities sub-account
"SFA"	:	The Securities and Futures Act 2001 of Singapore, as amended, modified or supplemented from time to time
"SGX-ST"	:	Singapore Exchange Securities Trading Limited
"Share Purchase Mandate"	:	The share purchase mandate approved by the Shareholders at the Annual General Meeting of the Company held on 24 April 2023
"Shareholders"	:	Persons (not being Depositors) who are registered as holders of the Shares in the Register of Members and Depositors, who have Shares entered against their names in the Depository Register, except that where the registered holder is CDP, the term "Shareholders" shall, where the context admits, mean the Depositors whose Securities Accounts are credited with Shares
"Shares"	:	Ordinary shares in the capital of the Company
"Total Tendered Shares"	:	The total number of Shared tendered under the Equal Access Offer
"VWAP"	:	Volume-weighted average price
"S\$" and "cents"	:	Dollars and cents of the lawful currency of Singapore
"%" or "per cent"	:	Per centum or percentage

DEFINITIONS

The terms "Depositor", "Depository Agent" and "Depository Register" shall have the meanings ascribed to them, respectively, in Section 81 SF of the SFA.

The term "subsidiary" shall have the meaning ascribed to it in Section 5 of the Companies Act.

Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine shall, where applicable, include the feminine and neuter gender and vice versa. References to persons shall, where applicable, include corporations.

Any reference to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defined under the Companies Act, the SFA or the Listing Manual or any statutory modification thereof and used in this Offer Letter shall, where applicable, have the same meaning assigned to it under the Companies Act, the SFA or the Listing Manual or any modification thereof, as the case may be, unless otherwise provided.

Any reference to a time of day shall be a reference to Singapore time unless otherwise stated.

Any discrepancy in the tables included herein between the listed amounts and totals thereof are due to rounding. Accordingly, figures shown as totals in this Offer Letter may not be an arithmetic aggregation of the figures that precede them.

INDICATIVE TIMETABLE

Event	Date and Time
Announcement of the Equal Access Offer	19 November 2023
Despatch of Offer Letter and FAA	28 December 2023
Record Date & Closing Date	19 January 2024
Final time and date for receipt of the FAA	5:30 p.m. on the Closing Date
Announcement of acceptances in respect of the Equal Access Offer	23 January 2024
Entitlement Notification Letter: Despatch of letter to Depositors notifying, inter alia, (i) the number of Shares held by such Depositor in their Securities Account as at 5.30 p.m. on the Record Date in respect of which they were entitled to accept the Off-Market Equal Access Offer; and (ii) the number of Entitled Shares and Excess Shares tendered by such Depositor as at the Record Date	By 24 January 2024
Payment to Shareholders for Shares tendered pursuant to the Equal Access Offer	By 29 January 2024

Shareholders should note that the timetable above is indicative only and may be subject to change. The Company will announce any changes to the timetable above on SGXNET.

SARINE TECHNOLOGIES LTD.

(Company Registration Number: 51 1332207) (Incorporated in Israel)

Daniel Benjamin Glinert (Executive Director and Chairman of the Board) 4 Haharash Street (Second Floor) Avraham Eshed (Non-Executive Director) Hod Hasharon 4524075 Uzi Levami (Non-Executive Director) Israel Varda Shine (Lead Independent Director) Neta Zruya Hashai (Independent Director) Lim Yong Sheng (Independent Director) Sin Boon Ann (Independent Director

Date: 28 December 2023

To: The Shareholders of SARINE TECHNOLOGIES LTD.

Dear Shareholders,

THE EQUAL ACCESS OFFER

1. INTRODUCTION

At the Annual General Meeting of the Company held on 24 April 2023, the Shareholders approved, inter alia, the existing Share Purchase Mandate of the Company, pursuant to which the Directors have been conferred the authority to exercise all powers of the Company to purchase or otherwise acquire its issued Shares upon and subject to the terms of such mandate as set out in the circular to shareholders dated 31 March 2023 issued by the Company as well as the rules and regulations set forth in the Companies Act, the Israeli Companies Law and the Listing Manual.

As announced on 19 November 2023, the Company proposes to undertake the Equal Access Offer in accordance with the Share Purchase Mandate and the terms and subject to the conditions set out in this Offer Letter.

Under the Equal Access Offer, the Company will purchase up to 4,000,000 of its own Shares (representing 1.15% of the issued share capital of the Company (excluding 8,937,700 dormant shares) as at the Latest Practicable Date) from Shareholders at the Offer Price. All Shares purchased or acquired by the Company pursuant to the Equal Access Offer shall be cancelled or held by the Company as dormant shares, or partly cancelled and partly kept as dormant shares, as the Board shall deem fit in the best interests of the Company. Under Israeli Companies Law, the Company may at any time sell, transfer or re-issue such dormant shares as the Board shall deem fit.

2. TERMS AND CONDITIONS OF THE EQUAL ACCESS OFFER

The Company hereby makes the Equal Access Offer to Shareholders on the terms and conditions set out in this Offer Letter and the FAA, on the following basis:

(a) Offer Price

The Offer Price for each Share will be S\$0.34 in cash.

(b) Maximum Share Purchase Amount

The Company will offer to purchase up to 4,000,000 Shares (the "Maximum Share Purchase Amount") representing approximately 1.15% of the total number of 347,874,635 Shares in issue (excluding 8,937,700 dormant shares) as at the Latest Practicable Date.

Directors: Registered Office:

If the aggregate number of acceptances under the Equal Access Offer exceeds the Maximum Share Purchase Amount (being the maximum number of Shares the Company may purchase under the Equal Access Offer), the number of Excess Shares tendered by each Accepting Shareholder will be reduced proportionately to ensure the Company purchases no more than the Maximum Share Purchase Amount.

In scaling down the number of Excess Shares tendered by Shareholders, the Company will endeavour to round odd lots to the closest 100 Shares (a full board lot of the Shares) to reduce the number of Shareholders with odd lots to the extent possible.

(c) Determination of Number of Shares to be purchased from each Shareholder

• (i) Under the Equal Access Offer, each Shareholder will be entitled to accept in full or partially the Equal Access Offer in respect of the Relevant Percentage of the Shares he/she/it holds as at the Record Date, fractional entitlements to be disregarded (the "Entitled Shares"). Shareholders may also elect not to accept the Equal Access Offer.
• (ii) In addition to the entitlement to accept the Equal Access Offer in respect of the Entitled Shares, a Shareholder may tender Shares in excess of the Entitled Shares (the "Excess Shares") for acceptance under the Equal Access Offer, if other Shareholders do not accept their full entitlement under the Equal Access Offer.
• (iii) At the close of the Equal Access Offer, the Company will purchase the Shares validly tendered by the Accepting Shareholders, based on the number of Shares indicated or assumed to be indicated in the FAA, in accordance with and subject to the terms and conditions set out in this Offer Letter and the FAA.

The two possible scenarios at the close of the Equal Access Offer are set out below:

(A) Total number of Shares tendered is equal to or less than the Maximum Share Purchase Amount

If, at the close of the Equal Access Offer, the actual total number of Shares (based on the maximum number of Shares as indicated in the FAA) validly tendered by the Accepting Shareholders in acceptance of the Equal Access Offer (in accordance with and subject to the terms and conditions set out in the FAA) is equal to or less than the Maximum Share Purchase Amount, the Company will purchase the Shares tendered by the Accepting Shareholders in the amounts indicated in their respective FAA.

(B) Total number of Shares tendered is more than the Maximum Share Purchase Amount

If, at the close of the Equal Access Offer, the actual total number of Shares (based on the maximum number of Shares as indicated in the FAA) validly tendered by the Accepting Shareholders in acceptance of the Equal Access Offer (in accordance with and subject to the terms and conditions set out in the FAA) exceeds the Maximum Share Purchase Amount, the number of Excess Shares tendered by each Accepting Shareholder will be reduced proportionately to ensure the Company purchases no more than the Maximum Share Purchase Amount.

(d) Offer Period

The Equal Access Offer will be open for acceptance by eligible Shareholders for a period of 23 calendar days from the date of this Offer Letter, or such other period as may be announced by the Company.

Accordingly, the Equal Access Offer will close at 5:30 p.m. on the Closing Date.

(e) Eligibility

The Equal Access Offer will be open to all Shareholders as reflected in the Register of Members, or standing to the credit of the "Free Balance" of such Shareholder's Securities Account maintained with CDP, as the case may be, at 5:30 p.m. on the Record Date.

Participation in the Equal Access Offer is voluntary. An eligible Shareholder may elect not to participate in the Equal Access Offer.

(f) Rights Attaching to Shares Acquired Pursuant to the Equal Access Offer

The Shares which are acquired pursuant to the Equal Access Offer will be acquired fully paid and free from all claims, charges, equities, mortgages, liens, pledges, encumbrances, rights of pre-emption and other third party rights and interests of any nature whatsoever, and together with all rights, benefits, entitlements and advantages attached thereto as at the date of the Announcement, including the right to receive and retain all dividends, rights and other distributions (if any) which may be declared, paid or made thereon, on or after the date of the Announcement. As such, the Offer Price may be adjusted to take into account dividends, rights and other distributions (if any) which may be declared, paid or made thereon, on or after the date of the Announcement. Any such adjustment will be notified to Shareholders via SGXNET announcement(s).

(g) Shareholders not Participating in the Equal Access Offer

To enable Shareholders to better benefit from the Equal Access Offer, the Shareholders listed in the table below, the Directors of the Company who currently hold the Company's Shares and the Chief Executive Officer of the Company, will not be participating in the Equal Access Offer in respect of the Shares held by each of them (the "Non-Participating Shareholders"). As at the Latest Practicable Date, the number of Shares in which these Non-Participating Shareholders have an interest in, amounting to 41,836,640 Shares in aggregate, representing approximately 12.03%, of the total number of 347,874,635 Shares in issue (excluding 8,937,700 dormant shares), is set out below:

Non-Participating Shareholder	No. of Shares (Direct / Deemed Interest)
Avraham Eshed	15,126,922
Daniel Benjamin Glinert	12,734,156
Uzi Lev Ami	12,335,406
Lim Yong Sheng	225,000
Varda Shine	350,000
David Block	1,065,156

In view of the foregoing, the Shareholders other than the Non-Participating Shareholders (the "Participating Shareholders") will therefore be entitled to tender for an additional 481,054 Shares for acceptance under the Equal Access Offer. Accordingly, the Participating Shareholders will be entitled to accept the Equal Access Offer in respect of approximately 1.31% (the "Relevant Percentage") of their Shares as at the Record Date. The Relevant Percentage does not take into account the Excess Shares which Shareholders will also be able to tender for acceptance under the Equal Access Offer in the event other Shareholders do not accept their full entitlement under the Equal Access Offer.

3. PROCEDURES FOR ACCEPTANCE

Please refer to the FAA despatched together with this Offer Letter.

If you are a Depositor, you should receive a FAA with this Offer Letter.

Please read the Appendix to this Offer Letter for further details on the procedures for acceptance and other relevant information.

4. OPTIONS AVAILABLE TO SHAREHOLDERS

YOU MAY CHOOSE FROM THE FOLLOWING TWO OPTIONS:

OPTION 1: Accept the Equal Access Offer in accordance with its terms

If you choose to accept the Equal Access Offer, you should complete, sign and return the FAA which is despatched together with this Offer Letter. Please follow the relevant provisions and instructions stated in this Offer Letter and the FAA.

OPTION 2: Take No Action

If you choose not to accept the Equal Access Offer, you do not have to take any action.

ILLUSTRATIONS

The following examples illustrate the various alternatives and positions of a Shareholder who chooses to accept the Equal Access Offer.

SCENARIO 1: Total number of Shares tendered is equal to or is less than the Maximum Share Purchase Amount

If total number of Shares tendered under the Equal Access Offer ("Total Tendered Shares") by Accepting Shareholders is equal to or less than the Maximum Share Purchase Amount, the Company will purchase all of the Entitled Shares and the Excess Shares tendered.

SCENARIO 2: Total Tendered Shares is more than the Maximum Share Purchase Amount

The Company is not permitted to purchase more than the Maximum Share Purchase Amount under the Equal Access Offer. The Company is required to accept all of the Entitled Shares tendered under the Equal Access Offer and it may purchase the Excess Shares tendered up to the Maximum Share Purchase Amount. Where the Total Tendered Shares exceeds the Maximum Share Purchase Amount, the Company will scale down the number of the Excess Shares purchased proportionately.

In this scenario illustrated below, the Total Tendered Shares is 5,000,000 of which 3,000,000 are Entitled Shares. The Total Tendered Shares exceeds the Maximum Share Purchase Amount. Shareholder A holds 10,000 Shares as at the Record Date and tenders all his/her/its Shares. Shareholder A will be deemed to have tendered 131 Entitled Shares and 9,869 Excess Shares.

Total Tendered Shares by all Shareholders	5,000,000
Total Entitled Shares tendered by all Shareholders	3,000,000
Total Excess Shares tendered by all Shareholders	2,000,000
Excess Shares available for purchase under the Equal Access Offer (being the Maximum Share Purchase Amount less the total number of Entitled Shares
tendered)	1,000,000
Total Shares tendered by Shareholder A	10,000
- Entitled Shares, being 1.31% of the Shares held by Shareholder A ("A")	131
- Excess Shares tendered by Shareholder A	9,869
Excess Allocation Ratio, based on the formula set out below:	50.00%

Excess Allocation	(Maximum Share Purchase Amount - Total Entitled Shares tendered) =
Ratio	Total Excess Shares tendered
	(4,000,000 - 3,000,000)
	= 2,000,000

Shareholder A's Excess Shares to be purchased by the Company (being 50.00% of
9,869) ("B")	4,934
Total number of Shares to be purchased by the Company from Shareholder A
(being A + B and after rounding)	5,065

In the illustration above, the Excess Allocation Ratio is 50.00%. As such, Shareholder A's allocation of Excess Shares to be purchased by the Company will be 50.00% of the Excess Shares he/she tendered, being 4,934 Excess Shares. Together with his/her/its Entitled Shares, the number of Shares to be purchased by the Company from Shareholder A is 5,065 Shares, after rounding. The remaining Shares tendered by Shareholder A will be returned.

The Excess Shares tendered will be subject to the Company's procedures to minimise the number of odd lot shareholdings, and any fraction of a Share will be disregarded.

For the avoidance of doubt, a Shareholder may elect to tender up to 100% of his/her/its Shares. In determining the number of Excess Shares to be purchased from each Shareholder, the Company will scale down the acceptances of the Excess Shares based on the Excess Allocation Ratio.

5. STATUS OF PURCHASED SHARES UNDER THE EQUAL ACCESS OFFER

All Shares purchased or acquired by the Company pursuant to the Equal Access Offer shall be cancelled or held by the Company as dormant shares, or partly cancelled and partly kept as dormant shares, as the Board shall deem fit in the best interests of the Company. Under Israeli Companies Law, the Company may at any time sell, transfer or re-issue such dormant shares as the Board shall deem fit.

6. RATIONALE FOR THE EQUAL ACCESS OFFER

The Directors believe that the Equal Access Offer will enhance Shareholders' value, as by reducing the total number of Shares in circulation, it will increase the earnings per Share of the Company. The Equal Access Offer will also provide Shareholders with an opportunity to realise at least a portion of their investments in the Shares at a premium over recent market prices of the Shares without incurring transaction costs.

7. PREMIUM TO TRADING PRICES OF THE SHARES

The Offer Price represents a premium to the recent market prices of the Shares. Specifically, the Offer Price represents the following premia to the benchmark prices of the Shares set out below:

		Benchmark Price(1)(2)
			the Benchmark Price(2)
(i)	Last transacted price as quoted on the SGX-ST on 17 November 2023, being the latest date on which the shares were traded prior to the release of the Announcement	S\$0.285	19.30%
(ii)	Volume-weighted average price ("VWAP") for the one-month period up to 17 November 2023	S\$0.291	16.99%
(iii)	VWAP for the three-month period up to 17 November 2023	S\$0.324	4.96%
(iv)	VWAP for the six-month period up to 17 November 2023	S\$0.364	-6.68%
(v)	VWAP for the twelve-month period up to 17 November 2023	S\$0.395	-13.90%

Notes:

(1) The figures are based on data extracted from Bloomberg L.P.

(2) The figures are rounded to the nearest two (2) decimal places.

8. SHARES PURCHASED OR ACQUIRED DURING THE PREVIOUS 12 MONTHS

As at the Latest Practicable Date, the Company had purchased or acquired an aggregate of 1,371,100 Shares under the Share Purchase Mandate by way of Market Purchases. The lowest and highest price paid was S\$0.265 and S\$0.37 per Share, respectively. The total consideration (including clearing charges etc.) paid was S\$419,410.

As at the Latest Practicable Date, the Company had not purchased or acquired any Shares by way of Off-Market Purchases.

9. PAYMENT OF THE OFFER PRICE

Assuming the Maximum Share Purchase Amount, the Company will commit S\$1,360,000 towards the purchase of the Shares under the Equal Access Offer. Pursuant to Israeli Companies Law, the Company will use Company profits (being its balance of surplus or surplus accumulated over the past two (2) years, whichever is greater) to finance the Equal Access Offer.

The Directors are of the view that the Equal Access Offer will not result in a material adverse effect on the working capital requirements or the gearing levels of the Company and the Group, or result in the Company being delisted from the SGX-ST.

10. OVERSEAS SHAREHOLDERS

10.1 Overseas Shareholders

The availability of the Equal Access Offer to Overseas Shareholders may be affected by the laws of the relevant overseas jurisdictions.

Accordingly, Overseas Shareholders should inform themselves about and observe any applicable legal requirements. For the avoidance of doubt, the Equal Access Offer is made to all Shareholders, including those to whom this Offer Letter and the FAA have not been, or will not be, sent, provided that this Offer Letter does not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful and the Equal Access Offer is not being made into any jurisdiction in which the making or acceptance of the Equal Access Offer would not be in compliance with the laws of such jurisdiction. However, the Company may, in its sole discretion, take such action as it may deem necessary to extend the Equal Access Offer to Shareholders in any such jurisdiction.

It is the responsibility of Overseas Shareholders who wish to accept the Equal Access Offer to satisfy themselves as to the full observance of the laws of the relevant jurisdiction, including the obtaining of any governmental or other consent which may be required, or compliance with other necessary formalities or legal requirements and the payment of any taxes, imposts, duties or other requisite payments due in such jurisdiction. Such Overseas Shareholders shall be liable for any such taxes, imposts, duties or other requisite payments payable and the Company and any person acting on the Company's behalf shall be fully indemnified and held harmless by such Overseas Shareholders for any such taxes, imposts, duties or other requisite payments as the Company and/or any person acting on the Company's behalf may be required to pay. In accepting the Equal Access Offer, each Overseas Shareholder represents and warrants to the Company that he/she is in full observance of the laws of the relevant jurisdiction in that connection and that he/she is in full compliance with all necessary formalities or legal requirements.

If you are in doubt about your position, you should consult your professional adviser in the relevant jurisdiction.

10.2 Copies of this Offer Letter and the FAA

Where there are potential restrictions on sending the Offer Letter and the FAA to any overseas jurisdictions, the Company reserves the right not to send the Offer Letter and the FAA to such overseas jurisdictions. Subject to compliance with applicable laws, any affected Overseas Shareholder may, nonetheless, attend in person and obtain copies of the Offer Letter and the FAA during normal business hours from the office of the Company's share registrar, M & C Services Private Limited at 112 Robinson Road, #05-01, Singapore 068902.

Alternatively, an affected Overseas Shareholder may, subject to compliance with applicable laws, write to the Company's share registrar at the above-stated address to request the Offer Letter and the FAA to be sent to an address in Singapore by ordinary post at his/her/its own risk, up to five (5) Market Days prior to the Closing Date.

Any enquiries relating to this Offer Letter or the Equal Access Offer should be directed during office hours to the Company's share registrar (by contacting M & C Services Private Limited at +65 6227 6660 or emailing them at gpb@mncsingapore.com or CDP (by contacting CDP at +65 6535 7511 or emailing CDP at asksgx@sgx.com).

10.3 Notice

The Company reserves the right to notify any matter, including the fact that the Equal Access Offer has been made, to any or all Shareholders (including Overseas Shareholders) by announcement on the SGXNET, in which case such notice shall be deemed to have been sufficiently given notwithstanding any failure by any Shareholder to receive or see such announcement.

11. APPLICATION OF THE CODE

Based on the interests of the Directors and the substantial shareholders of the Company as at the Latest Practicable Date, the Directors are not aware of any persons who would become obliged to make a mandatory general offer under the Code.

As at the Latest Practicable Date, the Directors are not aware of any facts or factors which suggest or imply that any particular person(s) and/or Shareholder(s) are, or may be regarded as, parties acting in concert such that their respective interests in voting shares in the capital of the Company should or ought to be consolidated, and consequences under the Code would ensue as a result of the Equal Access Offer.

12. LISTING STATUS OF THE SHARES

The relevant Listing Rules require a listed company to ensure that at least 10% of its shares is at all times held by public shareholders. The "public" are persons other than the directors, chief executive officer, substantial shareholders or controlling shareholders of the Company and its subsidiaries, as well as associates of such persons.

Based on the information available to the Company as at the Latest Practicable Date, approximately 67.55% of the issued share capital of the Company are held in the hands of the public. Assuming that the Company repurchased the Maximum Share Purchase Amount as at the Latest Practicable Date pursuant to the Equal Access Offer, the percentage of Shares held by the public would be approximately 67.17%.

There is therefore an adequate number of Shares in public hands for the Company to undertake the Equal Access Offer.

13. GENERAL

13.1 Governing Law and Jurisdiction

This Offer Letter and the FAA, all acceptances of the Equal Access Offer, all contracts made pursuant thereto and all actions taken or deemed to be taken or made in connection with any of the foregoing shall be governed by, and construed in accordance with, the laws of Singapore and all Accepting Shareholders agree by accepting the Equal Access Offer to submit to the non-exclusive jurisdiction of the courts of Singapore.

13.2 No Third Party Rights

A person who is not a party to any contracts made pursuant to the Equal Access Offer, this Offer Letter and the FAA has no rights under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any term of such contracts.

13.3 Accidental Omission

Accidental omission to despatch this Offer Letter, the FAA and/or any notice or announcement required to be given under the terms of the Equal Access Offer to, or any failure to receive the same by, any person to whom the Equal Access Offer is made or should be made, shall not invalidate the Equal Access Offer in any way.

14. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors collectively and individually accept full responsibility for the accuracy of the information given in this Offer Letter and confirm after making all reasonable enquiries, that to the best of their knowledge and belief, this Offer Letter constitutes full and true disclosure of all material facts about the Equal Access Offer and the Company and its subsidiaries, and the Directors are not aware of any facts the omission of which would make any statement in this Offer Letter misleading.

Where information in this Offer Letter has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in this Offer Letter in its proper form and context.

Yours faithfully For and on behalf of the Board of Directors of SARINE TECHNOLOGIES LTD.

Daniel Benjamin Glinert Executive Director and Chairman of the Board

APPENDIX - ADMINISTRATIVE PROCEDURES FOR ACCEPTANCE

1. INSTRUCTIONS FOR ACCEPTANCES

1.1 Entitlement Notification Letter

A letter (the "Entitlement Notification Letter") will be despatched to Shareholders after the Record Date to notify them of, inter alia, (i) the number of Shares held by such Depositors in their Securities Account of which they are entitled to accept the Equal Access Offer and (ii) the number of Entitled Shares and Excess Shares tendered by such Depositors as at the Record Date.

1.2 Acceptance by Shareholders

• (a) A Shareholder who is a Depositor and wishes to accept the Equal Access Offer must ensure that there are Shares held in his/her/its Securities Account as at the Record Date. A Shareholder who is not a Depositor and wishes to accept the Equal Access Offer must ensure that there are Shares registered in his name and on the Register as at the Record Date.
• (b) A Shareholder is entitled to accept (in full or in part) or not accept the Equal Access Offer in respect of his/her/its Shares. A Shareholder is entitled to (i) accept the Equal Access Offer for up to the number of Entitled Shares stated in the Entitlement Notification Letter and (ii) may tender his/her/its Excess Shares for acceptance under the Equal Access Offer. Where the total number of Shares tendered by Accepting Shareholders is more than the Maximum Share Purchase Amount, acceptances in excess of the Entitled Shares will be scaled down proportionately, but in a manner which minimises the number of new odd lot shareholdings as the Directors of the Company may in their absolute discretion deem fit in the interest of the Company.
• (c) A Shareholder who has submitted a FAA in respect of Shares accepted and tendered for acceptance under the Equal Access Offer, and who wishes to tender additional Shares for acceptance thereafter may obtain and submit another FAA in respect of such additional Shares to be tendered and the procedures below on acceptances shall apply mutatis mutandis to such further acceptances.
• (d) In all instances, the aggregate number of Shares accepted and tendered for acceptance under the Equal Access Offer shall not be more than the lower of (i) the number of Shares (in the case of Depositors) standing to the credit of the "Free Balance" of an Shareholder's Securities Account as at 5.00 p.m. (Singapore time) on the Date of Receipt or 5.30 p.m. (Singapore time) if the Date of Receipt is the Closing Date and/or (ii) the number of Shares held in an Shareholder's Securities Account as at the Record Date.

2. PROCEDURES FOR ACCEPTANCE OF THE EQUAL ACCESS OFFER

If you have Shares standing to the credit of the "Free Balance" of your Securities Account, you should receive this Offer Letter together with the FAA. You will also receive the Entitlement Notification Letter (for your information only) after the Record Date, notifying you of the number of Shares held as at the Record Date including your Entitled Shares. If you are a Depositor whose Securities Account is or will be credited with Shares on the Record Date but you do not receive the FAA, you may obtain such FAA upon production of satisfactory evidence that you are a Shareholder from CDP by contacting CDP's Customer Service Hotline at +65 6535 7511 during their operating hours or emailing CDP at asksgx@sgx.com for instructions on how to obtain a copy of such documents.

If you wish to accept the Equal Access Partial Offer, you should:

• (a) complete Section C of the FAA in accordance with this Offer Letter and the instructions printed on the FAA. In particular:
  • (i) if you insert the number of Shares in Section C of the FAA (not exceeding the number of your Entitled Shares), you will be deemed to have accepted the Equal Access Offer in respect of such number of Shares so inserted in Section C of the FAA;

APPENDIX - ADMINISTRATIVE PROCEDURES FOR ACCEPTANCE

• (ii) if the number of Shares inserted in Section C of the FAA exceeds the number of the Entitled Shares, you will be deemed to have (A) accepted the Equal Access Offer in respect of all your Entitled Shares and (B) (if applicable) subject to the provisions of sub-paragraph (3) below, tendered your Excess Shares (up to such number of Shares so inserted in Section C of the FAA) for acceptance under the Equal Access Offer;
• (iii) if you want to accept the Equal Access Offer only in respect of part or all of your Entitled Shares under Section C of the FAA and do not want to tender any Excess Shares for acceptance, please ensure that you insert such number of Shares up to the Entitled Shares in Section C of the FAA;
• (iv) if you insert an Indication in Section C of the FAA, you will be deemed to have (A) accepted the Equal Access in respect of all your Entitled Shares and (B) (if applicable) subject to the provisions of subparagraph (3) below, tendered your Excess Shares for acceptance under the Equal Access Offer; and
• (v) if Section C of the FAA has been left blank, you will be deemed NOT to have accepted the Partial Offer and your acceptance will be rejected,

Provided always that:

• (1) in all instances, the number of Shares you will be deemed to have tendered for acceptance under the Equal Access Offer shall not be more than the lower of (A) the number of Shares standing to the credit of the "Free Balance" of your Securities Account as at 5.00 p.m. (Singapore time) on the Date of Receipt or as at 5.30 p.m. (Singapore time) if the Date of Receipt is the Closing Date or (B) the number of Shares held in your Securities Account as at the Record Date;
• (2) you must ensure that you have not less than the relevant number of Shares (in respect of which you have accepted the Equal Access Offer or tendered for acceptance under the Equal Access Offer) standing to the credit of the "Free Balance" of your Securities Account on the Date of Receipt, failing which you will be deemed to have accepted the Equal Access Offer in respect of all the Shares (if any) which are standing to the credit of the "Free Balance" of your Securities Account on the Date of Receipt, provided always that the Date of Receipt is on or before the Closing Date; and
• (3) Acceptances will be met by the Company in full to the extent necessary to enable the Company to acquire the Entitled Shares. Acceptances in excess of the Entitled Shares will be scaled down proportionately but in a manner which minimises the number of new odd-lot shareholdings as the directors of the Company may in their absolute discretion deem fit in the interest of the Company. CDP takes no responsibility for any decisions that the Company may have made;
• (b) sign the FAA in accordance with this Offer Letter and the instructions printed on the FAA; and
• (c) submit the original completed and signed FAA either:
  • (i) by post, in the enclosed pre-addressed envelope at your own risk, to SARINE TECHNOLOGIES LTD., c/o The Central Depository (Pte) Limited, Robinson Road Post Office, P.O. Box 1984, Singapore 903934,
  • (ii) in electronic form, via SGX's Investor Portal at investors.sgx.com,

in each case so as to arrive not later than 5.30 p.m. (Singapore time) on the Closing Date. Proof of posting is not proof of receipt by the Company at the above addresses.

APPENDIX - ADMINISTRATIVE PROCEDURES FOR ACCEPTANCE

3. General

No acknowledgement will be given for submissions made. All communications, notices, documents and remittances to be delivered or sent to you will be sent by ordinary post at your risk to your address as it appears in the records of CDP. For reasons of confidentiality, CDP will not entertain telephone enquiries relating to the number of Shares credited to your Securities Account. You can verify such number in your Securities Account: (a) through CDP Online if you have registered for the CDP Internet Access Service; or (b) through the CDP Phone Service using SMS OTP, under the option "To check your securities balance".

4. Blocked Balance

Upon receipt by CDP, for and on behalf of the Company, of the duly completed and signed original of the FAA, CDP will take such measures as it may consider necessary or expedient to prevent any trading of the Shares in respect of which you have accepted the Equal Access Offer during the period commencing on the Date of Receipt and ending on the date of settlement of the consideration for the Entitled Shares (including, without limitation, earmarking, blocking, and/or transferring the relevant number of such Shares from the "Free Balance" of your Securities Account into a "Blocked Balance").

5. Notification

If you accepted the Equal Access Offer in accordance with the provisions contained in this Appendix and the FAA, CDP will send you a notification letter stating the number of Shares debited from your Securities Account together with payment of the Offer Price which will be credited directly into your designated bank account for Singapore Dollars via CDP's Direct Crediting Service ("DCS") on the payment date as soon as practicable.

In the event you are not subscribed to CDP's DCS, any monies to be paid shall be credited to your Cash Ledger and subject to the same terms and conditions as Cash Distributions under the CDP Operation of Securities Account with the Depository Terms and Conditions (Cash Ledger and Cash Distribution are as defined therein).

6. No Securities Account

If you do not have any existing Securities Account in your own name at the time of acceptance of the Equal Access Offer, your acceptance as contained in the FAA will be rejected.

7. FAAs received on Saturday, Sunday and public holidays.

For the avoidance of doubt, FAAs received by CDP on a Saturday, Sunday or public holiday in Singapore will only be processed and validated on the next Business Day.

This Form of Acceptance and Authorisation for Shares ("FAA") is for the sole use of the Depositor(s) whose name(s) appear below. It is an important document and requires your immediate attention. If you are in any doubt about the action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant, tax adviser or other professional advisor immediately.

This FAA relates to the Offer Letter dated 28 December 2023 (the "Offer Letter") in relation to the Equal Access Offer (as defined below). Unless otherwise defined or the context requires otherwise, capitalised terms used in this FAA bear the same meanings ascribed to them in the Offer Letter.

The availability of the Equal Access Offer to shareholders whose addresses are outside Singapore ("Overseas Shareholders") as shown in the records of The Central Depository (Pte) Limited ("CDP") may be affected by the laws of the relevant overseas jurisdictions. Such Overseas Shareholders are advised to read the section entitled "Overseas Shareholders" in the Offer Letter.

EQUAL ACCESS OFFER BY SARINE TECHNOLOGIES LTD. (THE "EQUAL ACCESS OFFER") FORM OF ACCEPTANCE AND AUTHORISATION FOR SHARES

(DO NOT SUBMIT THIS FAA TO CDP IF YOU DO NOT WISH TO ACCEPT THE EQUAL ACCESS OFFER.)

NAME(S) AND ADDRESS OF DEPOSITOR(S)	Securities Account Number
You are entitled to accept the Equal Access Offer in respect of 1.31% of the Shares you hold (the "Entitled Shares") as at 5:00 p.m. (Singapore time) on 19 January 2024 (the "Record Date"). In addition, you may tender Shares that are in excess of your Entitled Shares (the "Excess Shares") for acceptance under the Equal Access Offer	Estimated Number of Entitled Shares Held By You*

B Offer Price

A

The Company would like to acquire the Shares held by you at the Offer Price of S\$0.34 for each Share. Submit your FAA to CDP (a) in electronic form via investors.sgx.com, or (b) in physical form by completing Section C below and sending this FAA to the addresses below, in either case only if you wish to accept the Equal Access Offer.

Acceptance Through FAA

C For individual and joint Please indicate the total Number of Entitled Shares and Excess Shares that you wish to tender in acceptance of the Equal Access Offer.

alternate signatory accounts: Scan QR Code and access event via Corporate Actions Form Submission on investors.sgx.com.

By signing below, I/we agree to the terms and conditions of the Equal Access Offer as set out in the Offer Letter and in this FAA, including the section "Authorisation" on page 2 of this FAA.

Form Submission

Please submit your FAA to Sarine Technologies Ltd. c/o The Central Depository (Pte) Limited by:

D

Online via investors.sgx.com (applicable to Individual and Joint-Alt account holders only)

OR

Robinson Road Post Office P.O. Box 1984 Singapore 903934

Closing date and time: 5:30pm (Singapore time) on 19 January 2024 or such later date(s) as may be announced from time to time by the Company (the "Closing Date").

If you have any queries, please refer to www.sgx/cdp for the list of FAQs or call CDP Customer Service at +65 6535 7511.

INSTRUCTIONS

The FAA is for the use of Depositors who wish to accept the Equal Access Offer in respect of all or part of the total number of Shares standing to the credit of the "Free Balance" of their Securities Account or purchased on the Singapore Exchange Securities Trading Limited (the "SGX ST"). The FAA and the provisions herein constitute an integral part of the Offer Letter. Further provisions relating to acceptance are set out in the Appendix to the Offer Letter.

This FAA has been sent to you on the understanding that all your Shares are held on your behalf by CDP. If, however, you hold share certificates in respect of some or all of the Shares and you wish to accept the Equal Access Offer in respect of those Shares, you should submit at your own risk, the Form of Acceptance and Transfer for Shares (the "FAT") in accordance with the instructions printed thereon. A copy of the FAT may be obtained upon production of satisfactory evidence that you are a Shareholder of Sarine Technologies Ltd., from M & C Services Private Limited at 112 Robinson Road, #05-01, Singapore 068902.

1. Acceptance. If you wish to accept the Equal Access Offer using this FAA, it must be submitted strictly in any of the manners permitted and set out above and in accordance with the provisions and instructions of the Offer Letter, NOT LATER THAN 5.30 P.M. (SINGAPORE TIME) ON 19 JANUARY 2024 or such later date(s) as may be announced from time to time by the Company. Proof of posting is not proof of receipt by the Company at the above addresses.

The Company and CDP will be authorised and entitled, in their absolute discretion, to reject any acceptances of the Equal Access Offer which are not entirely in order or which do not comply with the provisions and instructions contained in the Offer Letter and in this FAA or which are otherwise incomplete, incorrect, unsigned or invalid in any respect. It is your responsibility to ensure that the FAA is properly completed in all respects, and all supporting documents, where applicable, are provided. Any decision to reject the FAA on the grounds that it has been invalidly, incorrectly or incompletely signed, completed or submitted will be final and binding and none of CDP and the Company accepts any responsibility or liability in relation to such a decision, including the consequences thereof. The Company reserves the right to treat acceptances of the Equal Access Offer as valid if received by or on behalf of it at any place or places determined by it otherwise than as stated in the Offer Letter or in the FAA, as the case may be, or if made otherwise than in accordance with the provisions of the Offer Letter and this FAA. CDP takes no responsibility for any decision made by the Company. Acceptances in the form of this FAA received by CDP on a Saturday, Sunday or public holiday will only be processed and validated on the next Business Day. Acceptances of the Equal Access Offer shall be irrevocable.

2. Tendering Shares for acceptance under the Equal Access Offer

• 2.1 Please insert in Section C on page 1 of this FAA or in the relevant section in the electronic form of this FAA, the total number of Entitled Shares and Excess Shares you wish to accept under the Equal Access Offer. A letter will be despatched to the Shareholders of the Company after the Record Date to notify them, inter alia, of (a) the total number of their Entitled Shares and (b) if CDP has received their FAA by the Record Date, the number of Entitled Shares and Excess Shares tendered for acceptance under the Equal Access Offer, as indicated on their FAA and adjusted (if necessary) in accordance with paragraph 2.2 below and with the terms and conditions of the Offer Letter.
• 2.2 Acceptances will be met by the Company in full to the extent necessary to enable the Company to acquire the Entitled Shares. Acceptances in excess of the Entitled Shares will be scaled down proportionately but in a manner which minimises the number of new odd-lot shareholdings as the Directors may, in their absolute discretion, deem fit in the interest of the Company. CDP takes no responsibility for any decisions that the Company may have made.
• 2.3 In determining the number of Entitled Shares for which the Equal Access Offer is made, fractions of a Share will be disregarded.
• 2.4 If no such number of Shares is inserted in Section C on page 1 of this FAA or in the relevant section in the electronic form of the FAA, you will be deemed NOT to have accepted the Equal Access Offer and your acceptance will be rejected. Further provisions relating to acceptance are contained in the Appendix to the Offer Letter, headed "Administrative Procedures for Acceptance".
• 1. Depositor Abroad. If a Depositor is away from home, for example, abroad or on holiday, this FAA should, subject to the terms set out in the section entitled "Overseas Shareholders" in the Offer Letter, be sent by the quickest means (for example, express air mail) to the Depositor for execution, or if he has executed a Power of Attorney, this FAA may be signed by the Attorney but the signature must be accompanied by a statement reading "signed under the Power of Attorney which is still in force, no notice of revocation having been received". In the latter case, the original Power of Attorney or a certified true copy thereof must first be lodged with CDP and should also be lodged with this FAA for noting. No other signatures are acceptable. FAAs made by an attorney or other authorised person cannot be submitted in electronic form.

4. Deceased Holders

(a) If the sole holder is deceased and if:

• (i) the Grant of Probate or Letters of Administration have been registered and lodged with CDP, this FAA must be signed by all the personal representative(s) of the deceased and lodged with Sarine Technologies Ltd., c/o The Central Depository (Pte) Limited, by post at your own risk using the enclosed pre-addressed envelope at Robinson Road Post Office P.O. Box 1984 Singapore 903934; or
• (ii) the Grant of Probate or Letters of Administration have not been registered and lodged with CDP, all the personal representative(s) of the deceased must go to CDP personally together to register and lodge the original Grant of Probate or Letters of Administration with CDP first, before submitting this FAA. Please contact CDP at +65 6535 7511 or via email at asksgx@sgx.com for further details.

(b) If one of the joint securities account holders is deceased and if the account is a:

• (i) Joint alternate-signatory account, this FAA must be signed by ANY surviving joint holder(s). (ii) Joint signatories account, this FAA must be signed by ALL surviving joint holder(s) and lodged with Sarine Technologies Ltd. c/o The Central Depository (Pte) Limited, accompanied by the Death Certificate and all other relevant documentations, in respect of the deceased holder. Please contact CDP at +65 6535 7511 or via email at asksgx@sgx.com for further details.
• (c) FAAs made by personal representative(s) of deceased depositor(s) cannot be submitted in electronic form.
• 1. Broker-Linked Balance. If you hold Shares in a Broker-linked Balance and you wish to accept the Equal Access Offer in respect of such Shares, you must take the relevant steps to transfer such Shares out of the Broker-linked Balance to the "Free Balance" of your Securities Account. This FAA may not be used to accept the Equal Access Offer in respect of Shares in a Broker-linked Balance.
• 1. Corporations. For corporations, please sign this FAA per your signing mandate and where appropriate, the Common Seal to be affixed in accordance with your Constitution or relevant constitutive documents.
• 1. Acceptance via SGX-SFG service (This section is applicable to Depository agents only). Depository Agents may accept the Equal Access Offer via the SGX-SFG service provided by CDP as listed in the Terms and Conditions for User Services for Depository Agents. CDP has been authorised by the Company to receive acceptances on its behalf. Such acceptances will be deemed irrevocable and subject to each of the terms and conditions contained in this FAA and the Offer Letter as if the FAA had been completed and delivered to CDP.
• 1. No existing account. If you do not have any existing Securities Account in your own name at the time of acceptance of the Equal Access Offer, your acceptance as contained in this FAA will be rejected.
• 1. General. No acknowledgement will be given for submissions made. All communications, notices, documents and payments will be sent by ordinary post at the risk of the person(s) entitled thereto to the mailing address appearing in the records of CDP. Settlement of the consideration under the Equal Access Offer will be subject to the receipt of confirmation satisfactory to the Company that the Shares to which the FAA relates are credited to the "Free Balance" of your Securities Account and such settlement cannot be made until all relevant documents have been properly completed and lodged with Sarine Technologies Ltd., c/o The Central Depository (Pte) Limited, by post at your own risk using the enclosed pre-addressed envelope at Robinson Road Post Office P.O Box 1984 Singapore 903934. If you submit the FAA in electronic form, you accept the risk of defects or delays caused by failure or interruption of electronic systems, and you agree to hold the Company and CDP harmless against any losses directly or indirectly caused by such failure or interruption of electronic systems.
• 1. Conclusive Evidence. Lodgement of the FAA with Sarine Technologies Ltd., c/o The Central Depository (Pte) Limited, in any manner permitted and as stated in the Offer Letter and in this FAA form shall be conclusive evidence in favour of the Company and CDP of the right and title of the person submitting it to deal with the same and with the Shares which it relates. Upon receipt of this FAA, CDP will transfer the Shares in respect of which you have accepted the Equal Access Offer from the "Free Balance" of your Securities Account to the "Blocked Balance" of your Securities Account. Such Shares will be held in the "Blocked Balance" until the consideration for such Shares has been despatched to you. The Company and CDP shall be entitled to assume the accuracy of any information and/or documents submitted together with any FAA, and shall not be required to verify or question the validity of the same.
• 1. Liability. You agree that neither the Company nor CDP shall be liable for any action or omission in respect of this FAA, any other FAA and/or any information and/or documents submitted therewith. You agree to indemnify, hold harmless and at their respective request defend, the Company, CDP and their respective affiliates, directors, officers, employees and agents ("Indemnified Parties") against (a) any claim, demand, action or proceeding made or initiated against, and/or (b) all losses, damages, costs and expenses (including all legal costs and expenses) suffered or incurred by, any of the Indemnified Parties as a result of or in relation to this FAA, any other FAA and/ or any information and/or documents submitted therewith. For the avoidance of doubt, none of the Company or CDP shall be liable for any loss in transmission of this FAA.
• 1. Notification. If you have accepted the Equal Access Offer in accordance with the provisions contained herein and in the Offer Letter, CDP will send you a notification letter stating the number of Shares debited from your Securities Account together with payment of the Offer Price which will be credited directly into your designated bank account for Singapore Dollars via CDP's Direct Crediting Service ("DCS") on the payment date. In the event you are not subscribed to CDP's DCS, any monies to be paid shall be credited to your Cash Ledger and subject to the same terms and conditions as Cash Distributions under the CDP Operation of Securities Account with the Depository Terms and Conditions (Cash Ledger and Cash Distribution are as defined therein).
• 1. Governing Law and Third Party Rights. By completing and submitting the FAA, you agree that the agreement arising from the acceptance of the Equal Access Offer by you shall be governed by, and construed in accordance with, the laws of Singapore and that you submit to the non exclusive jurisdiction of the Singapore courts. Unless expressly provided otherwise in this FAA or the Offer Letter, a person who is not a party to any contracts made pursuant to the Equal Access Offer, the Offer Letter and this FAA, has no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any term of such contracts. Notwithstanding any term contained herein, the consent of any third party is not required for any subsequent agreement by the parties hereto to amend or vary (including any release or compromise of any liability) or terminate such contracts. Where third parties are conferred rights under such contracts, those rights are not assignable or transferable.
• 1. Enquiries on number of Shares in your Securities Account. For reasons of confidentiality, CDP will not entertain telephone enquiries relating to the number of Shares in your Securities Account. You can verify the number of Shares in your Securities Account: (a) through CDP Online if you have registered for CDP Internet Access Service; or (b) through CDP Phone Service using SMS OTP, under the option "To check your securities balance".

AUTHORISATION

• 1. Assistance. I/We irrevocably undertake to execute such other documents and to do such acts and things as may be required to give effect to such acceptance and the transfer of the Shares tendered in acceptance of the Equal Access Offer to the Company, and to enable the Company to exercise all rights and receive all benefits accruing to or arising from the above mentioned Shares as specified in the Offer Letter.
• 1. Warranty. I/We unconditionally and irrevocably warrant that the Shares in respect of which the Equal Access Offer is accepted by me/us are, and when transferred to the Company, will be (a) fully paid; (b) free from all claims, charges, equities, mortgages, liens, pledges, encumbrances, rights of pre-emption and any other third party rights or interests of any nature whatsoever; and (c) transferred together with all rights, benefits and entitlements attached thereto as at the date of the Announcement, including the right to receive and retain all dividends, rights and other distributions (if any) which may be declared paid or made thereon, on or after the date of the Announcement.
• 1. CDP Authorisation Suspense Account / Block Balance. I/We irrevocably authorise CDP to take such measures as it may consider necessary or expedient to prevent any trading of the Shares in respect of which I/we have accepted the Equal Access Offer during the period commencing on the date of receipt of this FAA by CDP, for and on behalf of the Company, and ending on the date of settlement of the consideration for such Shares (including, without limitation, transferring the relevant number of such Shares from my/our Securities Account into a suspense account or block balance) pursuant to the Equal Access Offer.
• 1. CDP Authorisation Transfer. I/We irrevocably authorise CDP to debit my/our Securities Account and to credit the Securities Account of the Company with the relevant number of Shares in respect of which I/we have accepted the Equal Access Offer on the date of settlement of the consideration for such Shares pursuant to the Equal Access Offer.
• 1. CDP Authorisation Disclosure. I/We irrevocably authorise CDP to give, provide, divulge, disclose or reveal any information pertaining to my/our Securities Account maintained in CDP's record, including, without limitation, my/our name(s), my/our NRIC or passport number(s), Securities Account number, address(es), the number of Shares standing to the credit of my/our Securities Account, the number of Shares tendered by me/us in acceptance of the Equal Access Offer, information pertaining to the level of acceptance of the Equal Access Offer and any other information to the Company and any other relevant parties as CDP may deem fit for the purposes of the Equal Access Offer and my/our acceptance thereof.