TUAS LIMITED — Capital/Financing Update 2020

Jun 28, 2020

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INFORMATION MEMORANDUM RELATING TO THE PROPOSED DEMERGER OF THE TUAS GROUP BY WAY OF AN IN-SPECIE DIVIDEND OF TUAS SHARES

This document is important and requires your immediate attention. It should be read in its entirety. If you do not understand its contents, or are in doubt as to the course that you should follow, you should consult your professional adviser.

FINANCIAL ADVISER

LEGAL ADVISER

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T E L E C O M

Important notices

Demerger of the Tuas Group

This Information Memorandum is issued by Tuas Limited ACN 639 685 975 ( Tuas ), a company registered in Australia, for the purposes of its application for admission to the Official List of ASX and for Tuas Shares to be granted Official Quotation on the securities exchange conducted by ASX.

TPG Australia Shareholders are encouraged to read this Information Memorandum in its entirety. If you are in doubt about any of the matters detailed in this Information Memorandum, you should obtain independent professional advice.

Purpose of this Information Memorandum

The purpose of this Information Memorandum is to explain the terms of the Demerger and the manner in which the Demerger will be implemented and to provide certain information required by law.

This Information Memorandum does not contain detailed information on the TPG Australia Scheme. The TPG Australia Scheme is a separate transaction and detailed information about the TPG Australia Scheme is contained in the TPG Australia Scheme Booklet which was sent to TPG Australia Shareholders at the same time as this Information Memorandum. TPG Australia Shareholders should read the TPG Australia Scheme Booklet in its entirety.

This Information Memorandum:

• is not a prospectus or disclosure document lodged with ASIC under the Corporations Act; and

• does not constitute or contain any offer of Tuas Shares for subscription or purchase or any invitation to subscribe for or buy Tuas Shares.

ASX listing

This Information Memorandum is dated 19 May 2020 and was lodged with ASX on or about that date. This Information Memorandum contains all the information that would be required under section 710 of the Corporations Act if the Information Memorandum were a prospectus offering for subscription the same number of Tuas Shares as will be transferred pursuant to the Demerger and for which quotation on ASX will be sought.

Tuas has applied for admission to the Official List and for Official Quotation of all Tuas Shares on ASX.

Neither ASIC nor ASX, nor any of their respective officers, takes any responsibility for the contents of, or

any statement in, this Information Memorandum. The fact that ASX may admit Tuas to the Official List should not be taken in any way as an indication of the merits of an investment in Tuas.

Capital raisings

Tuas has not raised any capital for the three months before the date of this Information Memorandum, and will not need to raise any capital for three months after the date of this Information Memorandum.[1]

Note to Shareholders

The information contained in this Information Memorandum is not investment or financial product advice and has been prepared as general information only, without consideration of your particular investment objectives, financial situation or needs.

It is important that you read this Information Memorandum carefully and in full.

In particular, you should consider the Financial Information presented in Section 5 and the risk factors that could affect the business, financial condition and future financial performance of TPG Singapore. You should carefully consider these risks in light of your particular investment objectives, financial situation and needs (including financial and taxation issues) and seek professional advice from your accountant, financial adviser, stockbroker, lawyer or other professional adviser if you do not understand the contents of this Information Memorandum. Some of the key risk factors that should be considered by holders of Tuas Shares are set out in Section 7 of this Information Memorandum. There may be risk factors in addition to these that should be considered in light of your personal circumstances.

Except as required by law (in which case, only to the extent required), no person named in this Information Memorandum, nor any other person, warrants or guarantees the performance of Tuas, the repayment of capital by Tuas or any return on investment in Tuas Shares made pursuant to this Information Memorandum.

No person is authorised to give any information or to make any representation in connection with the Demerger which is not contained in this Information Memorandum. Any information or representation not contained in this Information Memorandum may not be relied on as having been authorised by Tuas, the

Tuas Directors, TPG Singapore, the TPG Singapore Directors, TPG Australia, the TPG Australia Directors or any other person in connection with the Demerger. You should rely only on information in this Information Memorandum.

Responsibility for information

The information contained in this Information Memorandum has been prepared by Tuas and is the responsibility of Tuas.

KPMG Transaction Services has prepared the Investigating Accountant’s Report set out in Section 8 and takes responsibility for that report.

Obtaining a copy of this Information Memorandum

An electronic version of this Information Memorandum will be available at www.tuas.com.au to Eligible TPG Australia Shareholders. This Information Memorandum is not available to Ineligible TPG Australia Shareholders.

If you access the electronic version of this Information Memorandum, you should ensure that you download and read this Information Memorandum in its entirety.

You may obtain a paper copy of this Information Memorandum (free of charge) by telephoning the Shareholder Information Line on 1300 855 080 (within Australia) between 8:30am and 5:00pm (Sydney time), Monday to Friday. If you are an Eligible TPG Australia Shareholder and are calling from outside Australia, you should call +61 3 9415 4000 between 8:30am and 5:00pm (Sydney time), Monday to Friday.

Statement of past performance

This Information Memorandum includes information regarding the past performance of TPG Singapore. You should be aware that past performance should not be relied upon as being indicative of future performance.

Financial Information

Section 5 sets out in detail the Financial Information referred to in this Information Memorandum and the basis of preparation of that Financial Information.

Investigating Accountant’s Report on the Tuas Group Pro Forma Historical Statement of Financial Position and financial services guide

The provider of the Investigating Accountant’s Report on the Tuas Group Pro Forma Historical Statement of Financial Position is required to provide Australian retail clients with a financial services guide in relation to the

1. As part of preparing for the implementation of the Demerger, Tuas may issue Tuas Shares to TPG Australia as part of the pre-Demerger restructure steps summarised in Section 2.3.2.

ii | TUAS LIMITED Information Memorandum

review under the Corporations Act. The Investigating Accountant’s Report and accompanying financial services guide are provided in Section 8.

Forward looking statements

This Information Memorandum contains forward looking statements, which may be identified by words such as “anticipates”, “may”, “should”, “could”, “likely”, “believes”, “estimates”, “expects”, “targets”, “predicts”, “projects”, “forecasts”, “intends”, “guidance”, “plan” and other similar words that involve risks and uncertainties.

These forward looking statements are based on an assessment of current economic and operating conditions, and on a number of assumptions regarding future events and actions that, at the date of this Information Memorandum, are expected to take place. Tuas does not undertake to, and does not intend to, update or revise any forward looking statements, or publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Information Memorandum, except where required by law.

Any forward looking statements are subject to various risks that could cause Tuas’s actual results to differ materially from the results expressed or anticipated in these statements. Forward looking statements should be read in conjunction with, and are qualified by reference to, the risk factors as set out in Section 7, the general and specific assumptions contained in the Financial Information as set out in Section 5, and other information in this Information Memorandum. Such forward looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the control of Tuas and its directors and management and TPG Singapore and its directors and management. Tuas and its directors and management and TPG Singapore and its directors and management cannot and do not give any assurance that the results, performance or achievements expressed or implied by the forward looking statements contained in this Information Memorandum will actually occur and investors are cautioned not to place undue reliance on these forward looking statements.

Industry and market data

This Information Memorandum, including the Industry Overview in Section 3 and the Overview of the Tuas Group in Section 4, contains statistics, data and other information (including forecasts and projections) relating to

markets, market sizes, market shares, market segments, market positions and other industry data pertaining to TPG Singapore’s business and markets. Tuas has obtained significant portions of this information from market research prepared by third parties.

You should note that market data and statistics are inherently predictive and subject to uncertainty and not necessarily reflective of actual market conditions. There is no assurance that any of the forecasts or projections in the surveys and reports of any third party that are referred to in this Information Memorandum will be achieved. Tuas has not independently verified, and cannot give any assurances to the accuracy or completeness of, this market and industry data or the underlying assumptions used in generating this market and industry data.

Estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed in the risk factors set out in Section 7.

Foreign jurisdictions

Ineligible TPG Australia Shareholders will not receive Tuas Shares under the Demerger. The Tuas Shares to which those shareholders would otherwise be entitled under the Demerger will be transferred to the Sale Agent to be sold on the ASX. The Sale Agent will sell those Tuas Shares as soon as reasonably practicable after the Implementation Date and the Sale Agent will remit the Sale Facility Proceeds for the Tuas Shares to TPG Australia. TPG Australia will then remit to each Ineligible TPG Australia Shareholder their individual entitlement to the Sale Facility Proceeds (excluding any interest and after deducting any applicable withholding tax). Refer to Section 2.7 for further information.

This Information Memorandum does not constitute an offer of Tuas Shares in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. In particular, this Information Memorandum may not be distributed to any person, and the Tuas Shares may not be offered or sold, in any country outside Australia and New Zealand. No action has been taken to register or qualify the Tuas Shares, this Information Memorandum, or any aspect of the Demerger, or to otherwise permit the Tuas Shares to be offered or sold, in any jurisdiction outside Australia or New Zealand.

The distribution of this Information Memorandum outside Australia or New Zealand (including electronically) may be restricted by law and persons who come into possession of this Information Memorandum outside Australia or New Zealand should seek advice on

and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. Tuas disclaims all liabilities to such persons.

TPG Australia Shareholders who are nominees, trustees or custodians are encouraged to seek independent advice as to how they should proceed.

This Information Memorandum may not be distributed to, or relied upon by, persons in the United States. Tuas Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended ( US Securities Act ) or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, pledged or transferred directly or indirectly, in the United States unless the Tuas Shares have been registered under the US Securities Act or an exemption from the registration requirements of the US Securities Act and any other applicable US state securities laws is available. See Section 2.4.4 for more detail on restrictions that apply to the Demerger in jurisdictions outside Australia or New Zealand.

Important notice to New Zealand investors

This Information Memorandum has been prepared to comply with the requirements of the laws of Australia. The Tuas Shares to be distributed in New Zealand are to be distributed to Eligible TPG Australia Shareholders with registered addresses in New Zealand in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 (New Zealand).

This Information Memorandum is not a product disclosure statement under New Zealand law and has not been registered, filed with, or approved by, the Financial Markets Authority of New Zealand or any other New Zealand regulatory authority or under or in accordance with the New Zealand Financial Markets Conduct Act 2013 or any other relevant law in New Zealand. It may not contain all the information that a product disclosure statement is required to contain under New Zealand law.

Defined terms and time

Defined terms and abbreviations used in this Information Memorandum have the meanings defined in the Glossary (set out in Section 11) or are defined in the context in which they appear.

Unless otherwise stated or implied, references to times in this Information Memorandum are to Sydney time. Unless otherwise stated or implied, references to dates or years are calendar year references.

TUAS LIMITED Information Memorandum | 1

Important notices

Privacy

TPG Australia and Tuas and their respective share registries may collect personal information in the process of implementing the Demerger and administering the shareholdings arising from the Demerger. The collection of some of this personal information is required or authorised by the Corporations Act. The primary purpose of collecting this personal information is to enable the Demerger to be implemented in the manner described in this Information Memorandum and to administer the shareholdings arising from the Demerger.

By acquiring and retaining Tuas Shares, you are taken to consent to the collection, use, processing and disclosure of your personal information by TPG Australia and Tuas and their respective share registries and all other professional and other advisers of Tuas on behalf of Tuas for:

• servicing your needs as a Tuas Shareholder, providing facilities and services that you request and carrying out appropriate administration;

• implementation and administration of any service provided by Tuas to its members to receive notices of general meetings, annual reports and other shareholder communications and/or for proxy appointment, whether by electronic means or otherwise;

• processing, administration and analysis by Tuas of proxies and representatives appointed for any general meeting (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to any general meeting (including any adjournment thereof);

• facilitating communications with you, including responding to your queries and requests, and sending notices of general meetings, annual reports and shareholder circulars to you;

• compliance with any applicable laws, listing rules, takeover rules regulations and/or guidelines; and

You are further taken to warrant that where you disclose the personal data of another person, such disclosure is in compliance with applicable law.

Your personal information may also be provided for purposes related to your shareholding to Tuas’s other members or its agents and service providers. The types of organisations that may be provided with your personal information and the circumstances in which your personal information may be shared are:

• the Tuas Share Registry for ongoing administration of the Tuas Register;

• printers and other companies for the purposes of preparation and distribution of statements and for handling mail;

• agents, legal and accounting firms, banks, auditors, contractors, company secretaries, consultants and other advisers for the purposes of administering, and advising on, the Demerger, the Tuas Shares and for associated actions; and

• relevant government regulators, statutory boards or authorities, or law enforcement agencies (including without limitation, the IMDA, Monetary Authority of Singapore, and Accounting and Corporate Regulatory Authority of Singapore) to comply with any applicable laws, rules, guidelines and regulations.

If you:

• have any questions or feedback relating to your personal data;

• would like to withdraw your consent to any use of your personal data (subject to applicable laws); or

• request access to or make corrections to your personal data records held by or on behalf of Tuas,

you may make such request by writing to or telephoning the Tuas Share Registry as follows:

Web:

www.investorcentre.com/au/contact;

Post:

GPO Box 2975, Melbourne VIC 3001; or

Telephone:

1300 855 080 (within Australia) or +61 3 9415 4000 (outside Australia) between 8:30am and 5:00pm (Sydney time), Monday to Friday.

You may be required to pay a reasonable charge to Tuas and its service providers in order to access your personal information.

If you withdraw or refuse your consent to use any or all of your personal data as required, depending on the nature of your request, Tuas and the Tuas Share Registry may not be able to administer your shareholding in Tuas.

Photographs and diagrams

Photographs and diagrams used in this Information Memorandum that do not have descriptions are for illustration only and should not be interpreted to mean that any person shown in them endorses this Information Memorandum or its contents or that the assets shown in them are owned by the Tuas Group. Diagrams and maps used in this Information Memorandum are illustrative only and may not be drawn to scale. Unless otherwise stated, all data contained in charts, graphs and tables is based on information available as at the date of this Information Memorandum.

Company website

Any references to documents included on Tuas’s website at www.tuas.com.au are for convenience only, and none of the documents or other information available on Tuas’s website is incorporated into this Information Memorandum by reference.

Questions

If you have any questions about the Demerger, call the Shareholder Information Line on 1300 855 080 (within Australia) or +61 3 9415 4000 (outside Australia) between 8:30am and 5:00pm (Sydney time), Monday to Friday.

This document is important and should be read in its entirety.

• purposes which are reasonably related to any of the above purpose.

2 | TUAS LIMITED Information Memorandum

This Information Memorandum relates to the demerger of the Tuas Group by TPG Australia. The purpose of this Information Memorandum is to provide TPG Australia Shareholders with information in relation to the Tuas Group as a standalone business and in relation to the listing of Tuas Shares.

Chairman’s letter

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Dear Shareholder,

On behalf of the Tuas Board, it gives me great pleasure to welcome you as a shareholder of Tuas, the parent company of the Tuas Group. Tuas is an Australian incorporated company whose shares are proposed to be listed on ASX and will own TPG Singapore.

On 30 August 2018, TPG Australia announced the proposed merger of equals between TPG Australia and Vodafone Hutchison Australia Pty Limited (VHA) (Merger).

In connection with the Merger and in recognition of the support and investment TPG Australia Shareholders have provided to TPG Singapore since 2016, TPG Australia announced the Demerger by the In-Specie Dividend of the Tuas Group. The Demerger allows TPG Australia’s pre-Merger shareholders to retain the full value of the Tuas Group and to directly benefit from the growth potential of the Tuas Group.

As a shareholder of TPG Australia (and conditional on the Merger becoming Effective), you will receive one share in Tuas via an In-Specie Dividend of Tuas Shares for every two TPG Australia Shares you hold as at the In-Specie Dividend Record Date, provided you are an Eligible TPG Australia Shareholder. These Tuas Shares will be distributed to you and you will not need to pay any amount in return for these shares.

Overview of TPG Singapore

TPG Singapore is the newest mobile network operator to enter the Singapore telecommunications market having acquired a portfolio of wireless spectrum at the New Entrant Spectrum Auction in December 2016. TPG Singapore owns and operates a modern national 4G mobile network in Singapore and, as at the date of this Information Memorandum, has achieved nationwide outdoor mobile network coverage of greater than 99.7%.

Unencumbered by the need to maintain legacy mobile networks, TPG Singapore’s modern network infrastructure and automated business support systems provide a cost advantage relative to its peers, which it will use to deliver what it considers to be a competitive mobile service offering to consumers. TPG Singapore launched a free trial service in December 2018 onto which it had onboarded approximately 412,000 users by 31 March 2020. The free trial offering to new users ceased to be available on 31 March 2020. TPG Singapore’s first paid plan was launched on 31 March 2020, and the number of new customers who had subscribed to that plan as at 30 April 2020 was approximately 7,000. Also on 31 March 2020, the first batch of approximately 186,000 free trial users

were given 60 days’ notice that their free trial period was ending and similar notices will be given to the remaining free trial users over 2020. TPG Singapore expects that many free trial users will sign up to Tuas’s paid plan as their free trial periods progressively expire over the remainder of 2020.

It is important to note that TPG Singapore is yet to generate significant revenue and should be viewed as an early stage business and a speculative investment. Its future success will depend on (among other things) successfully transitioning from its free trial customers to paying customers, and acquiring new paying customers, which is required to build a sustainable and recurring revenue base, and the evolution to 5G. It is important to read and consider the risks relating to the Tuas Group set out in Section 7 of this Information Memorandum.

Following the Demerger, the Tuas Group will be a standalone group operating outside and independent of the TPG Australia Group, with its own board of directors, management team and ownership. TPG Australia considers that this will allow the Tuas Group to pursue its agenda of growth and delivery of value for both consumers and shareholders. For a period of time, the Tuas Group will continue to receive some corporate services and operational support from TPG Australia under a transitional services agreement as described in Section 4.7.2.

If you have any questions relating to the Demerger, you should contact the Shareholder Information Line on 1300 855 080 (within Australia) or +61 3 9415 4000 (outside Australia) between 8:30am and 5:00pm (Sydney time), Monday to Friday.

On behalf of the Tuas Board, I look forward to welcoming you as a Tuas Shareholder and welcome your continued involvement in TPG Singapore.

Yours sincerely,

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David Teoh Executive Chairman Tuas Limited

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Timetable and key dates

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Event Indicative Date
Lodgement of this Information Memorandum with ASX Tuesday, 19 May 2020
Effective date for the Merger and Demerger Monday, 29 June 2020
Tuas Shares commence trading on a conditional and deferred Tuesday, 30 June 2020
settlement basis
Record Date for In-Specie Dividend to distribute Tuas Shares Wednesday, 1 July 2020
to TPG Australia Shareholders
Tuas Shares are distributed pursuant to the Monday, 13 July 2020
In-Specie Dividend
Dispatch of holding statements for Tuas Shares Monday, 13 July 2020
Tuas Shares commence trading on a normal Tuesday, 14 July 2020
settlement basis
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All dates and times are indicative only and TPG Australia and Tuas reserve the right to vary these dates and times. Any changes to the above dates and times will be announced on ASX.

TUAS LIMITED Information Memorandum | 5

SECTION

6 | TUAS LIMITED Information Memorandum

1 Overview

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Topic Summary See further
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1.1 Overview of	the Demerger and In-Specie Dividend
What is the	The Demerger is the demerger of the Tuas Group to TPG Australia	Section 2.1
Demerger?	Shareholders, by means of the In-Specie Dividend, to be implemented
	prior to the implementation of the Merger (subject to the TPG Australia
	Scheme becoming Effective).
What is the	The In-Specie Dividend is the distribution by way of an in-specie	Section 2.2
In-Specie	dividend of Tuas Shares by TPG Australia to Eligible TPG Australia
Dividend?	Shareholders as at the In-Specie Dividend Record Date (subject to the
	TPG Australia Scheme becoming Effective).
What is the	The In-Specie Dividend and Demerger allow for the separation of the	Section 2.1
purpose of	Tuas Group from the TPG Australia Group, subject to the TPG Australia
the Demerger	Scheme becoming Effective.
and In-Specie Dividend, and for Tuas seeking a listing on ASX?	The merger of TPG Australia and VHA will be implemented via the TPG Australia Scheme, under which it is proposed that all TPG Australia Shares held by TPG Australia Shareholders will be transferred to VHA (which will become the listed parent company of the merged VHA /
	TPG group), and each TPG Australia Shareholder will receive scrip
	consideration of one VHA share for each TPG Australia Share held.
	It is intended that the separation of the Tuas Group from the TPG
	Australia Group occurs prior to implementation of the TPG Australia
	Scheme, so that the underlying economic ownership of the Tuas Group
	remains with TPG Australia’s pre-Merger shareholders (who are Eligible
	TPG Australia Shareholders).
	Tuas is seeking to be admitted to the Offcial List and for Tuas Shares
	to receive Offcial Quotation to provide it with access to listed capital
	markets to support its future growth, and to provide Tuas Shareholders
	with an opportunity to realise value for all or part of their Tuas Shares
	by trading them on ASX. The Tuas Shares will trade under the ASX
	code “TUA”.
Am I required to	The In-Specie Dividend does not require the approval of TPG Australia	Section 2.3.1
vote to approve	Shareholders.
the Demerger and
payment of the
In-Specie Dividend?
Who is entitled	Any person who appears in the TPG Australia Register at the In-Specie	Section 2.2
to the In-Specie	Dividend Record Date is entitled to the In-Specie Dividend, provided that
Dividend?	person is not an Ineligible TPG Australia Shareholder.
What will I	If you are an Eligible TPG Australia Shareholder, you will receive one	Section 2.2
receive under	Tuas Share for every two TPG Australia Shares you hold at the In-Specie
the In-Specie	Dividend Record Date.
Dividend?
What is the value	The value of the In-Specie Dividend for Australian tax reporting purposes	Section 2.2.2
of the In-Specie	is the market value of the Tuas Shares received calculated by reference
Dividend?	to the VWAP of Tuas Shares for the frst fve trading days starting from
	the date of the commencement of trading of Tuas Shares on ASX
	(including on a conditional and deferred settlement basis).

TUAS LIMITED Information Memorandum | 7

1 Overview

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Topic Summary See further
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Is the In-Specie	Yes, the In-Specie Dividend is conditional on the merger of TPG Australia	Section 2.5
Dividend subject	and VHA by means of the TPG Australia Scheme becoming Effective.
to conditions?
What do I need to	You do not need to do anything, nor do you need to pay any amount, for	Sections 2.2 and
do with respect	the Tuas Shares that you will receive pursuant to the In-Specie Dividend.	2.6.1
to the In-Specie
Dividend?
Will TPG Australia	TPG Australia Shareholders whose address shown in the TPG Australia	Sections 2.6.2
Shareholders	Register on the In-Specie Dividend Record Date is a place outside	and 2.7
outside Australia	Australia and its external territories or New Zealand will be Ineligible TPG
or New Zealand	Australia Shareholders, unless TPG Australia determines (in its absolute
be entitled to	discretion) that it is lawful and not unduly onerous or impracticable to
the In-Specie	issue that TPG Australia Shareholder with Tuas Shares on the In-Specie
Dividend?	Dividend Record Date.
	If you are an Ineligible TPG Australia Shareholder, the Tuas Shares that
	you would otherwise have been entitled to receive under the In-Specie
	Dividend will be transferred to the Sale Agent and sold on the ASX,
	with the Sale Facility Proceeds being remitted to TPG Australia which
	will then remit your individual entitlement to the Sale Facility Proceeds
	to you (excluding any interest and after deducting any applicable
	withholding tax).
	Ineligible TPG Australia Shareholders will receive a cash amount
	which refects their individual entitlement to the Sale Facility
	Proceeds (excluding any interest and after deducting any applicable
	withholding tax).
What if I do not	There is no ability for Eligible TPG Australia Shareholders to opt out of	Section 2.3.1
want the In-Specie	receiving the In-Specie Dividend.
Dividend?	Once Tuas Shares have commenced trading on ASX, you may seek to
	sell some or all of your Tuas Shares on ASX.
Can I choose	There is no option to elect to receive cash instead of Tuas Shares.	Section 2.7
to receive cash instead of Tuas Shares?	Once Tuas Shares have commenced trading on ASX, you may seek to sell some or all of your Tuas Shares on ASX. Ineligible TPG Australia Shareholders will automatically have the Tuas
	Shares to which they would otherwise have been entitled sold through
	the Sale Facility, and receive a cash amount which refects their individual
	entitlement to the Sale Facility Proceeds (excluding any interest and after
	deducting any applicable withholding tax).
How is the	A summary of the general Australian income tax consequences for	Section 9
In-Specie Dividend	Eligible TPG Australia Shareholders who receive the In-Specie Dividend
treated for tax	is set out in Section 9.
purposes?	Each Eligible TPG Australia Shareholder’s tax position will depend on
	their particular circumstances. Eligible TPG Australia Shareholders are
	urged to consult their own professional tax advisers as to the specifc tax
	consequences to them of receiving the In-Specie Dividend, including the
	applicability and effect of income tax and other tax laws in their particular
	circumstances.

8 | TUAS LIMITED Information Memorandum

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Topic Summary See further
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When can I trade	When can I trade	Tuas Shares are currently expected to commence trading on a conditional	Section 2.4
my Tuas Shares?		and deferred settlement basis on or about Tuesday, 30 June 2020, and
		on a normal settlement basis on or about Tuesday, 14 July 2020.
When will I receive		Tuas Shares will be distributed (and holding statements sent) to Eligible	Section 2.3.1
my Tuas Shares?		TPG Australia Shareholders on the Demerger Implementation Date.
What	happens if I	Where the calculation of the aggregate number of Tuas Shares to be	Section 2.3.1
have a fractional		transferred to a particular Eligible TPG Australia Shareholder would result
entitlement to		in the transfer of a fraction of a Tuas Share, the aggregate number will be
Tuas Shares?		rounded up to the nearest whole number of Tuas Shares.
		However, if TPG Australia is of the opinion that an Eligible TPG
		Australia Shareholder has been party to shareholding splitting or
		division in an attempt to obtain unfair advantage by reference to any
		rounding provided for in the calculation of each Eligible TPG Australia
		Shareholder’s entitlement to Tuas Shares, then TPG Australia reserves
		the right to round the entitlement of such holdings so as to provide only
		the number of Tuas Shares that would have been received but for the
		splitting or division.
1.2	Overview of	the Tuas Group
What	is the	The Tuas Group will be comprised of Tuas, TPG Singapore and	Section 4.1
Tuas Group?		Tuas Solutions. TPG Singapore owns and operates a national 4G mobile
		network in Singapore.
		TPG Singapore holds an FBO Licence and successfully acquired
		spectrum available at the New Entrant Spectrum Auction in December
		2016 (and further spectrum in April 2017), and since then has made
		signifcant progress towards the full rollout of its modern mobile network.
		As at the date of this Information Memorandum, TPG Singapore:
		• has achieved nationwide outdoor mobile network coverage of
		over 99.7%;
		• has achieved the standard of indoor coverage required under the
		NESA requirements, which continues to steadily expand; and
		• is working towards achieving road tunnel and MRT system coverage.
		On 21 December 2018, TPG Singapore launched a free service
		trial allowing users to trial the 4G mobile network for free while TPG
		Singapore continued to enhance its network coverage and quality ahead
		of full commercial launch. The free trial offering to new users ceased to
		be available on 31 March 2020. TPG Singapore’s frst paid plan was
		launched on 31 March 2020.
		TPG Singapore currently has one SIM-only 4G postpaid mobile plan in
		the market offering, among other things, 50 GB of mobile data and 1 GB
		of roaming data in selected countries for S$10 per 30 days.
		As at 30 April 2020, TPG Singapore has approximately 7,000 paying
		subscribers and approximately 412,000 free trial users.
		The IMDA announced on 29 April 2020 that TPG Singapore was not
		allocated a spectrum licence in the 3.5 GHz band.
		Tuas Solutions will employ a small number of skilled engineering and IT
		development staff who provide services to TPG Singapore.

TUAS LIMITED Information Memorandum | 9

1 Overview

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What is Tuas	TPG Singapore owns and operates a national 4G mobile network	TPG Singapore owns and operates a national 4G mobile network	Section 4.3
Group’s business	in	Singapore. The primary means by which TPG Singapore plans
model and	to	generate revenue is by using its network infrastructure to provide
strategy?	mobile telecommunication services to the paying subscriber base it is
	developing.
	TPG Singapore’s business strategy is to develop and operate a growing
	and proftable mobile network in Singapore. The key components to this
	strategy are:
	•	Customers:As at 30 April 2020, TPG Singapore had approximately
		7,000 paying subscribers and approximately 412,000 free trial users.
		TPG Singapore’s target subscriber base for its mobile services are
		Singapore residents and non-residents which include dependants,
		international students and foreign workers. TPG Singapore is seeking
		to grow ts subscriber base by offering mobile services that have
		broad appeal to its target subscriber base;
	•	Products:TPG Singapore currently has one mobile service offering
		in the market that it believes provides consumers with good value
		(compared with other offerings in the market) and positions it to
		grow its paying customer market share. TPG Singapore’s SIM-only
		4G postpaid mobile offers, among other things, 50 GB of mobile
		data and 1 GB of roaming data in selected countries for S$10 per
		30 days. TPG Singapore expects to continue to roll out new mobile
		service offerings in the future that seek to deliver a strong value
		proposition to customers;
	•	Modern network infrastructure:As a new entrant, Tuas considers
		that TPG Singapore has an advantage relative to incumbent mobile
		network operators of being able to deploy a national 4G mobile
		network with no legacy networks or systems to support. Combined
		with the use of modern network technologies, TPG Singapore
		intends to leverage this advantage to offer its target subscriber base
		with high quality mobile services at competitive prices; and
	•	5G spectrum:Although TPG Singapore did submit a proposal
		to the IMDA to acquire spectrum in the 3.5 GHz band, the IMDA
		announced on 29 April 2020 that TPG Singapore was not successful
		in securing such spectrum. TPG Singapore can apply for and
		be allocated up to 800 MHz of mmWave spectrum for localised
		5G rollouts as early as the end of 2020. Tuas considers that TPG
		Singapore’s modern 4G network infrastructure is able to be effciently
		upgraded to support 5G technology.
What is the	The Tuas Group will be comprised of Tuas, TPG Singapore and		Section 4.1
structure of the	Tuas Solutions.
Tuas Group?	Tuas is an Australian registered company which is, at the date of this
	Information Memorandum, a wholly-owned subsidiary of TPG Australia.
	TPG Singapore is a Singapore registered company which will be a
	wholly-owned subsidiary of Tuas. TPG Singapore was incorporated
	in	July 2016 in order to bid for a Singapore spectrum licence and to
	develop a fourth mobile network in Singapore.
	Tuas Solutions is a Malaysia registered company which will be a wholly-
	owned subsidiary of TPG Singapore. Tuas Solutions will provide IT
	development and network support services to TPG Singapore.

10 | TUAS LIMITED Information Memorandum

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What is the	Following the Demerger, neither Tuas nor TPG Singapore will be wholly-	Section 4.1
structure of the	owned subsidiaries of TPG Australia. Tuas will be the ultimate holding
Tuas Group?	company of the Tuas Group. It is intended that Tuas Shares will be
continued	listed on the ASX. TPG Singapore and Tuas Solutions will be the only
	operating subsidiaries of Tuas at the time of the Demerger, and will
	conduct the business of the Tuas Group.
Where is TPG	TPG Singapore’s key infrastructure, including its mobile network and	Section 4.2
Singapore based?	spectrum assets, have been built or issued in Singapore. TPG Singapore
	operates from and provides mobile telecommunication services in the
	Singapore market.
How will TPG	As at the Demerger Implementation Date, the Tuas Group is expected to	Section 4.5
Singapore fund its	have cash or cash equivalents of approximately S$130 million.
network rollout?	Tuas believes that it will have suffcient cash reserves to fully meet the
	current obligations of TPG Singapore to the IMDA with respect to the
	remaining milestones for the rollout of TPG Singapore’s 4G network.
	If additional funding is required, Tuas believes that it will be able to raise
	additional equity or external debt fnancing given:
	• the substantial nature of Tuas as a standalone entity (noting that
	as at the Demerger Implementation Date it is expected to have net
	assets of approximately S$500 million);
	• it will be debt-free and will be separate from the existing liabilities of
	TPG Australia;
	• TPG Singapore will be in the initial stages of generating revenue and
	moving towards EBITDA breakeven; and
	• TPG Singapore will have a functioning and substantially complete
	mobile network.
When will TPG	TPG Singapore ceased offering its free trial services to new customers	Section 4.3.1
Singapore be proftable?	on 31 March 2020, and currently does not generate any profts. Prior to the commercialisation of its mobile service offering on 31 March
	2020, TPG Singapore did not generate revenue from its mobile service
	offering (although TPG Singapore’s historical income statements do
	include some revenue which arose predominantly from interconnect
	agreements with other mobile network operators and from a one-off
	system implementation project).
	As TPG Singapore is an early stage business, it is diffcult to estimate
	when (if ever) TPG Singapore will ultimately be proftable. However,
	consistent with TPG Australia’s previous market disclosures, Tuas
	expects that the TPG Singapore business will be EBITDA breakeven
	once it has acquired between 400,000 and 500,000 mobile subscribers
	which is approximately a 5% market share of Singapore’s total mobile
	subscribers. As at 30 April 2020, TPG Singapore has about 7,000
	paying subscribers and approximately 412,000 free trial users.

TUAS LIMITED Information Memorandum | 11

1 Overview

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What other	Following the Demerger, Tuas will incur new governance related	Section 5.6
additional	expenses arising from the establishment of a board of directors. In
corporate and	addition, Tuas will incur costs associated with being a publicly listed
operating costs	company such as ASX listing fees.
will Tuas have as a standalone listed company?	The costs to TPG Singapore of the transitional services as described in Section 4.7.2 are not expected to increase the costs TPG Singapore has already anticipated in its business plan. Accordingly, TPG Singapore
	does not expect to incur incremental costs upon the cessation of the
	Transitional Services Agreement.
	TPG Singapore expects to be operating independently of TPG Australia
	by the end of 2020.
What will be	The Tuas Directors will make a determination as to the level of dividends	Section 5.7
the approach	to be paid each reporting period, taking into account Tuas’s fnancial
to dividends for	performance and funding position and a range of forward looking
Tuas?	factors.
	Subject to market conditions, there is currently no intention to pay any
	dividends while TPG Singapore fnishes its network rollout to satisfy the
	performance obligations imposed on it as part of the NESA auction.
What transitional	TPG Australia, Tuas and TPG Singapore are proposing to enter into a	Sections 4.7.2
commercial	Transitional Services Agreement and IP Deed.	and 4.7.3
arrangements will the Tuas Group and TPG Australia have with each other?	The Transitional Services Agreement will provide for certain services to continue to be provided to the Tuas Group on a transitional basis for a period of up to three years following the Demerger. The Transitional Services Agreement will also provide the Tuas Group with a non- exclusive, royalty-free licence of the TPG brand and logo for up to two
	years, pending the rebranding of the Tuas Group’s business.
	The IP Deed provides for TPG Australia, Tuas and TPG Singapore to
	share software developed prior to the Demerger Implementation Date
	by one party, which is used in the business of the other party, to ensure
	both have continued access to such software. No fees are payable by
	either party under the IP Deed and neither party has material continuing
	obligations under the IP Deed.
1.3 Key benefts
What are the	TPG Singapore is the newest mobile network operator to enter the	Section 4.4
key benefts of	Singapore telecommunications market having acquired a portfolio
TPG Singapore’s	of wireless spectrum at the New Entrant Spectrum Auction in
business model	December 2016.
and strategy?	The key benefts of TPG Singapore’s business model and strategy
	include:
	• A large total addressable market with high penetration rates;
	• A competitive mobile service offering made viable by TPG
	Singapore’s modern 4G mobile network infrastructure with no legacy
	networks or systems to support;
	• Modern network technologies to improve mobile service quality;
	• Effcient pathway for a network upgrade to support 5G network
	technology (if TPG Singapore is able to make use of its existing or
	newly acquired spectrum for 5G); and
	• An experienced Tuas Board and Key Management.

12 | TUAS LIMITED Information Memorandum

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1.4	Risks
What are the risks		TPG Singapore is an early stage mobile network operator that continues	Section 7
associated with		to incur signifcant costs in seeking to develop its network and products,
an investment in		and has a limited operating history.
Tuas?		As a result, Tuas Shares should be seen as a speculative investment
		in an early stage business. The future success of the TPG Singapore
		business will depend on (among other things) successfully transitioning
		its free trial customers to paying customers, and acquiring new paying
		customers, which is required to build a sustainable and recurring
		revenue base.
		There are a number of risks associated with an investment in Tuas,
		which are outlined in Section 6. Some of those risks include:
		• The risk that TPG Singapore does not achieve (or is delayed in
		achieving) its objectives for the mobile network rollout.
		• The risks associated with TPG Singapore being an early stage
		business that does not yet generate substantial income or
		any profts.
		• The risk of a change of law or government policy which applies to
		TPG Singapore, a failure of TPG Singapore to renew its existing
		licences or a cancellation of TPG Singapore’s licences by the
		Singapore government.

• The risk that TPG Singapore does not convert sufficient numbers of customers from its free trials onto products sold at a commercial rate, or acquire new paying customers.

• The risk of competition from other mobile network operators, mobile virtual network operators, and/or alternative digital communications platforms.

• The risk that TPG Singapore is unable to provide competitive 5G services and is not able to obtain any further 5G spectrum in the future.

• The risk of IT security or data protection breaches impacting TPG Singapore’s IT infrastructure or customer data.

• The risk that the cost of completing TPG Singapore’s mobile network rollout or the costs of operating the TPG Singapore business is materially higher than expected, and Tuas is not able to obtain further funding in the event that it requires further funds to complete the planned rollout of its network or fund its ongoing operations.

• The risk that a future rebrand of TPG Singapore to another brand results in a loss of market recognition or reputation.

• The risk that TPG Singapore is unable to retain its existing key personnel or recruit suitable replacements.

• The risk that the COVID-19 global pandemic adversely affects the financial position or performance of TPG Singapore, or impedes TPG Singapore’s ability to achieve the objectives set out in its business plan.

Other risks which are outlined in Section 6 include:

• risks relating to holding Tuas Shares; and

• general risks (including relating to taxation, general economic conditions, and other matters).

TUAS LIMITED Information Memorandum | 13

1 Overview

Topic	Summary	See further
1.5 Directors and Key Management
Who will be on the Tuas Board?	David Teoh, Robert Millner, Jack Teoh, Sarah Kenny and Alan Latimer. Details of these directors and their experience are set out in Section 6.1	Section 6.1.1
Will any Tuas Directors have an interest in Tuas Shares?	When Tuas Shares are distributed pursuant to the In-Specie Dividend, the following Tuas Directors will hold the following number of Tuas Shares: • David Teoh (and his Associates): 159,157,804; and • Robert Millner: 4,150,005.	Section 6.2
Who are the Key Management and other executives of the Tuas Group?	The executive team of the Tuas Group comprises the following: • David Teoh: Executive Chairman; • Richard Tan: Chief Executive Offcer and General Manager; • Harry Wong: Head of Finance; • Benjamin Tan: Head of Technology and Security; and • Ng Chong Teck: Head of Network Operations.	Section 6.1.2
1.6 Other
What if I have	If you have any further questions about the Demerger please call the	Shareholder
further questions	Shareholder Information Line on 1300 855 080 (within Australia) or +61	Information Line
about the	3 9415 4000 (outside Australia) between 8:30am and 5:00pm (Sydney	on 1300 855 080
Demerger?	time), Monday to Friday.	(within Australia) or
	Please note that the Shareholder Information Line cannot provide any fnancial, taxation or investment advice and cannot comment on the merits of the Demerger.	+61 3 9415 4000 (outside Australia) between 8:30am and 5:00pm
		(Sydney time)
		Monday to Friday

14 | TUAS LIMITED Information Memorandum

SECTION

TUAS LIMITED Information Memorandum | 15

2 Transaction overview

2.1 Background

On 30 August 2018, TPG Australia announced that it had entered into the Scheme Implementation Deed with VHA in relation to the Merger. The Merger will be implemented through the acquisition by VHA of all shares in TPG Australia in exchange for the issue of shares in VHA to TPG Australia Shareholders, by way of a scheme of arrangement under Part 5.1 of the Corporations Act.

As at the date of this Information Memorandum, Tuas is an unlisted public limited company which is wholly owned by TPG Australia and will own TPG Singapore as a wholly-owned subsidiary. The TPG Australia Board wished to retain the full value of TPG Singapore for TPG Australia’s pre-Merger shareholders. Accordingly, TPG Australia and VHA agreed that the Tuas Group will not form part of the merged VHA-TPG group and would instead be demerged from TPG Australia and listed on the ASX shortly prior to implementation of the Merger.

Tuas is seeking to be admitted to the Official List and for Tuas Shares to receive Official Quotation to provide it with access to listed capital markets to support its future growth, and to provide Tuas Shareholders with an opportunity to realise value for all or part of their Tuas Shares by trading them on ASX. The Tuas Shares will trade under the ASX code “TUA”.

Subject to the TPG Australia Scheme becoming Effective, the Demerger will be implemented through an In-Specie Dividend by TPG Australia of the Tuas Shares to Eligible TPG Australia Shareholders. This will continue to give Eligible TPG Australia Shareholders indirect ownership of TPG Singapore (which they currently own indirectly through TPG Australia) through their holdings in Tuas Shares.

For further details on TPG Singapore and its business and financial information, see Sections 4 and 5.

2.2 In-Specie Dividend

2.2.1 Share distribution and entitlement ratio

Subject to the TPG Australia Scheme becoming Effective, TPG Australia intends to distribute Tuas Shares to Eligible TPG Australia Shareholders by way of an In-Specie Dividend of Tuas Shares.

Eligible TPG Australia Shareholders recorded in the TPG Australia Register as at the In-Specie Dividend Record Date will be entitled to the In-Specie Dividend and will receive one Tuas Share for every two TPG Australia Shares they hold on the In-Specie Dividend Record Date. Eligible TPG Australia Shareholders do not need to do anything or pay any amount for the Tuas Shares they will receive under the In-Specie Dividend.

2.2.2 Value of the In-Specie Dividend

The value of the In-Specie Dividend for Australian tax reporting purposes will not be known until after the date of the Demerger. It will be an amount equal to the market value of the Tuas Shares received calculated by reference to the VWAP of Tuas Shares for the first five trading days starting from the date of the commencement of trading of Tuas Shares on ASX (including on a conditional and deferred settlement basis).

2.2.3 Tax implications of the In-Specie Dividend

A summary of the general Australian income tax consequences for TPG Australia Shareholders who receive the InSpecie Dividend is set out in Section 9.

Each TPG Australia Shareholder’s tax position will depend on their particular circumstances. TPG Australia Shareholders are urged to consult their own professional tax advisers as to the specific tax consequences to them of receiving the InSpecie Dividend, including the applicability and effect of income tax and other tax laws in their particular circumstances.

2.2.4 Risks

There are risks associated with holding Tuas Shares following the In-Specie Dividend. TPG Singapore is yet to generate significant revenue and should be viewed as an early stage business and a speculative investment.

There are a number of risks associated with holding Tuas Shares (and other risks relating to the Demerger and the Tuas Group’s business). An overview of these risks is set out at Section 7.

16 | TUAS LIMITED Information Memorandum

2.3 Implementation of the Demerger

2.3.1 In-Specie Dividend of Tuas Shares

On Monday, 29 June 2020, subject to the TPG Australia Scheme becoming Effective, the TPG Australia Board intends to declare the In-Specie Dividend.

On the Demerger Implementation Date, each TPG Australia Shareholder’s entitlement to the In-Specie Dividend will be satisfied by:

• in the case of Eligible TPG Australia Shareholders, each Eligible TPG Australia Shareholder being transferred one Tuas Share for every two TPG Australia Share that they hold as at the In-Specie Dividend Record Date; and

• in the case of Ineligible TPG Australia Shareholders, the Tuas Shares that would otherwise have been distributed to Ineligible TPG Australia Shareholders being transferred to the Sale Agent. The Sale Agent will sell these Tuas Shares on the ASX and the Sale Facility Proceeds will be remitted to TPG Australia. TPG Australia will then remit to each Ineligible TPG Australia Shareholder their individual entitlement to the Sale Facility Proceeds (excluding any interest and after deducting any applicable withholding tax), as described in further detail in Section 2.7.

Where the calculation of the aggregate number of Tuas Shares to be transferred to a particular Eligible TPG Australia Shareholder would result in the transfer of a fraction of a Tuas Share, the aggregate number will be rounded up to the nearest whole number of Tuas Shares.

However, if TPG Australia is of the opinion that an Eligible TPG Australia Shareholder has been party to shareholding splitting or division in an attempt to obtain unfair advantage by reference to any rounding provided for in the calculation of each Eligible TPG Australia Shareholder’s entitlement to Tuas Shares, then TPG Australia reserves the right to round the entitlement of such holdings so as to provide only the number of Tuas Shares that would have been received but for the splitting or division.

The TPG Australia Constitution provides that each TPG Australia Shareholder appoints TPG Australia or any director of TPG Australia to sign on behalf of each TPG Australia Shareholder any document which is required to effect the distribution of Tuas Shares to that TPG Australia Shareholder. In executing these documents, the director acts as agent for the relevant TPG Australia Shareholder.

The In-Specie Dividend does not require the approval of TPG Australia Shareholders.

Once the Demerger is implemented, the Tuas Group will no longer be part of the TPG Australia Group.

2.3.2 Internal restructure and capitalisation of Tuas and TPG Singapore

As part of preparing Tuas and TPG Singapore for the Demerger, TPG Australia will undertake an internal restructure of Tuas and TPG Singapore by:

• transferring the shares and TPG Australia Convertible Notes it holds in TPG Singapore to Tuas;

• causing Tuas to convert the TPG Australia Convertible Notes into ordinary shares in TPG Singapore;

• providing Tuas with equity capital contributions to provide sufficient funding to the Tuas Group to fund the ongoing network rollout and fully meet the current obligations of TPG Singapore to the IMDA with respect to the remaining milestones for the rollout of TPG Singapore’s 4G network and fund the business plan to reach the expected operating EBITDA breakeven point.

The effect of this internal reorganisation is that, prior to the implementation of the Demerger:

• Tuas will be a wholly-owned subsidiary of TPG Australia;

• TPG Singapore will be a wholly-owned subsidiary of Tuas; and

• the Tuas Group believes it will have sufficient funds to fully meet the current obligations of TPG Singapore to the IMDA with respect to the remaining milestones for the rollout of TPG Singapore’s 4G network and to fund the business plan to reach expected operating EBITDA breakeven point.

Tuas Solutions has been incorporated and it is intended that it will be a subsidiary of TPG Singapore prior to the Demerger Implementation Date. Tuas Solutions will employ a small number of skilled engineering and IT development staff and provide IT development and network support services to TPG Singapore.

TUAS LIMITED Information Memorandum | 17

2 Transaction overview

2.4 ASX listing, registries and holding statements, conditional and deferred settlement trading

2.4.1 ASX listing of Tuas

Tuas has applied to ASX for admission to the Official List and for Official Quotation of all Tuas Shares on ASX.

If the TPG Australia Scheme becomes Effective, the In-Specie Dividend is declared, and ASX grants Tuas admission to the Official List and Official Quotation of Tuas Shares, Tuas Shares will trade under the ASX code “TUA”.

2.4.2 CHESS and issuer sponsored holdings

Tuas has applied to participate in the ASX’s Clearing House Electronic Subregister System (CHESS) and will comply with the ASX Listing Rules and the ASX Settlement Operating Rules. CHESS is an electronic transfer and settlement system for transactions in securities quoted on the ASX under which transfers are effected in an electronic form.

When the Tuas Shares become approved financial products (as defined in the ASX Settlement Operating Rules), holdings will be registered in one of two subregisters, an electronic CHESS subregister or an issuer sponsored subregister. For all Eligible TPG Australia Shareholders, the Tuas Shares of an Eligible TPG Australia Shareholder who is a participant in CHESS or a shareholder sponsored by a participant in CHESS will be registered on the CHESS subregister. All other Tuas Shares will be registered on the issuer sponsored subregister.

If you are an Eligible TPG Australia Shareholder, you will be sent a holding statement that sets out the number of Tuas Shares that have been allocated to you. This statement will also provide details of a your Holder Identification Number (HIN) for CHESS holders or, where applicable, the Shareholder Reference Number (SRN) of issuer sponsored holders.

Tuas Shareholders will subsequently receive statements showing any changes to their shareholding. Share certificates will not be issued.

Tuas Shareholders will receive subsequent statements during the first week of the following month if there has been a change to their holding on the register and as otherwise required under the ASX Listing Rules and the Corporations Act. Additional statements may be requested at any other time either directly through the Tuas Shareholder’s sponsoring broker in the case of a holding on the CHESS subregister or through the Tuas Share Registry in the case of a holding on the issuer sponsored subregister. Tuas and the Tuas Share Registry may charge a fee for these additional issuer sponsored statements.

2.4.3 Conditional and deferred settlement trading

Tuas Shares are currently expected to commence trading on a conditional and deferred settlement basis on or about Tuesday, 30 June 2020, and on a normal settlement basis on or about Tuesday, 14 July 2020.

Trades occurring on ASX before the date on which the Tuas Shares are transferred pursuant to the Demerger will be conditional on:

• the release of security over the Tuas Shares, the shares in TPG Singapore and the respective assets of Tuas and TPG Singapore by TPG Australia’s lenders; and

• the transfer of shares to Eligible TPG Australia Shareholders (or, in the case of Ineligible TPG Australia Shareholders, to the Sale Agent) under the Demerger,

(together, the Conditions).

Conditional and deferred settlement trading will continue until Tuas has advised ASX that the Conditions have been satisfied, which is expected to be on or about the Demerger Implementation Date.

If the Conditions have not been satisfied by the end of the conditional and deferred settlement trading period or TPG Australia does not proceed with the Demerger, the Demerger will not be implemented and all trades conducted during the conditional and deferred settlement trading period will be invalid and will not settle.

Following satisfaction of the Conditions, trading on ASX will be on a normal settlement basis. Holding statements for Tuas Shares are currently expected to be dispatched to you on the Demerger Implementation Date. A holding statement will be sent to you by pre-paid post to your address on the TPG Australia Share Register.

18 | TUAS LIMITED Information Memorandum

If you are an Eligible TPG Australia Shareholder, it is your responsibility to determine your entitlement to Tuas Shares before trading those Tuas Shares, to avoid the risk of selling Tuas Shares that you do not or will not own. If you sell Tuas Shares without receiving confirmation of your entitlement, you do so at your own risk.

2.4.4 Restrictions on distribution

The distribution of this Information Memorandum outside of Australia and New Zealand (including electronically) may be restricted by law and persons who come into possession of it should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may contravene applicable securities law. Tuas disclaims all liabilities to such persons.

TPG Australia Shareholders who are nominees, trustees or custodians are encouraged to seek independent advice as to how they should proceed. No action has been taken to register or qualify the Tuas Shares, this Information Memorandum or any aspect of the Demerger in any jurisdiction outside of Australia and New Zealand.

This Information Memorandum does not constitute an offer of Tuas Shares in any jurisdiction in which it would be unlawful. In particular, this Information Memorandum may not be distributed to any person, and the Tuas Shares may not be offered or sold, in any jurisdiction outside Australia and New Zealand.

2.5 Conditions

The In-Specie Dividend is conditional on the TPG Australia Scheme becoming Effective.

The TPG Australia Scheme remains conditional on a number of matters as set out in the TPG Australia Scheme Booklet, including the approval of TPG Australia Shareholders and the court.

Subject to those conditions being satisfied or waived (as applicable), it is currently anticipated that the TPG Australia Scheme will become Effective on or about Monday, 29 June 2020.

2.6 Entitlement to participate in the Demerger

2.6.1 Eligible TPG Australia Shareholders

Eligible TPG Australia Shareholders as at the In-Specie Dividend Record Date will be entitled to have Tuas Shares distributed to them. For the purposes of determining which TPG Australia Shareholders will be eligible to receive the In-Specie Dividend, dealings in TPG Australia Shares will be recognised only if:

• in the case of dealings of the type to be effected using CHESS, the transferee is registered on the TPG Australia Register as the holder of the relevant TPG Australia Shares as at the In-Specie Dividend Record Date; and

• in all other cases, the registrable transfer or transmission applications in respect of those dealings are received by the TPG Australia Share Registry before the In-Specie Dividend Record Date with sufficient time to allow for registration of the transferee on or before the In-Specie Dividend Record Date (and the transferee remains registered on the In-Specie Dividend Record Date).

TPG Australia will not accept for registration or recognise any transfer or transmission application in respect of TPG Australia Shares received after the In-Specie Dividend Record Date, or received prior to that time but not in registrable form.

Eligible TPG Australia Shareholders will not be able to opt out of receiving the Tuas Shares which they are entitled to receive under the In-Specie Dividend.

TUAS LIMITED Information Memorandum | 19

2 Transaction overview

2.6.2 Ineligible TPG Australia Shareholders

Ineligible TPG Australia Shareholders will not receive Tuas Shares under the In-Specie Dividend.

The Tuas Shares that would otherwise be transferred to Ineligible TPG Australia Shareholders under the In-Specie Dividend, will be transferred to the Sale Agent who will offer them for sale through the Sale Facility. The Sale Agent will remit the Sale Facility Proceeds to TPG Australia. TPG Australia will then remit to Ineligible TPG Australia Shareholders the cash amount which reflects their individual entitlement to the Sale Facility Proceeds (excluding any interest and after deducting any applicable withholding tax).

For further details on the Sale Facility, please see Section 2.7 below.

2.7 Sale Facility

The Sale Facility will be used to sell Tuas Shares that would otherwise have been received by Ineligible TPG Australia Shareholders. Those Tuas Shares will be transferred to the Sale Agent, to be sold under the Sale Facility.

Under the Sale Facility, the Sale Agent will, as soon as reasonably practicable sell the Tuas Shares to which Ineligible TPG Australia Shareholders would otherwise have been entitled on ASX. The Sale Agent will sell those Tuas Shares on the ASX at such price or prices and on such other terms as the Sale Agent reasonably determines.

As the market price of Tuas Shares will be subject to change from time to time and the conversion of the Sale Facility Proceeds may be subject to currency exchange movements, neither the sale price of those Tuas Shares nor the Sale Facility Proceeds can be guaranteed. After the ASX listing, Ineligible TPG Australia Shareholders will be able to obtain information on Tuas Shares on www.tuas.com.au or from Tuas’s ASX announcements platform.

The amount of money received from TPG Australia by each Ineligible TPG Australia Shareholder, being each Ineligible TPG Australia Shareholder’s entitlement to the Sale Facility Proceeds, will be calculated on an averaged basis so that all Ineligible TPG Australia Shareholders receive the same price for each Tuas Share sold on their behalf, subject to rounding down to the nearest whole Australian cent (before any conversion of the Sale Facility Proceeds into any currency other than Australian dollars). Consequently, the amount received by the Ineligible TPG Australia Shareholders for each Tuas Share may be more or less than the actual price that is received by the Sale Agent and remitted to TPG Australia for that particular Tuas Share.

Any interest earned on the Sale Facility Proceeds will be retained by Tuas. Ineligible TPG Australia Shareholders will not receive any interest on the Sale Facility Proceeds relating to the Tuas Shares to which they would have been entitled.

The Sale Facility Proceeds will be remitted to TPG Australia, who will then remit to each Ineligible TPG Australia Shareholder the Sale Facility Proceeds to which they are individually entitled (excluding any interest and after deducting any applicable withholding tax) by:

• direct credit to Ineligible TPG Australia Shareholders who have nominated a bank account noted in the TPG Australia Share Register at the In-Specie Dividend Record Date. The conversion rate for direct credit in any currency other than Australian dollars will be set at the prevailing market rate; or

• by cheque in Australian dollars to Ineligible TPG Australia Shareholders who do not have a nominated bank account noted in the TPG Australia Share Register at the In-Specie Dividend Record Date.

Sale Facility Proceeds will be paid to Ineligible TPG Australia Shareholders in Australian dollars.

It is anticipated that the Sale Facility Proceeds will be dispatched by the end of August 2020.

The payment of the Sale Facility Proceeds from the sale of Tuas Shares will be in full satisfaction of the rights of Ineligible TPG Australia Shareholders under the Demerger.

20 | TUAS LIMITED Information Memorandum

SECTION

TUAS LIMITED Information Memorandum | 21

3 Industry overview

3.1 Overview of Singapore market

Singapore has undergone rapid development in the decades after achieving independence in August 1965. Today, its strong economic development is evident through having one of the world’s highest gross national income per capita of US$58,770 as of 2018.[1] Singapore’s average annual GDP growth rate since 1990 is 5.9%, while the average in the most recent five years commencing 2014 is 3.3%[2] . Singapore’s total land area is approximately 724 square kilometres[3] which is less than one-third the size of the Australian Capital Territory.[4]

Figure 3.1.1: Singapore annual GDP growth rate (%)[1]

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Annual GDP growth (%)
16%
14%
12%
10%
8%
6%
4%
2%
0%
-2%
-4%
1990 1992 1994 1996 1998 2000 2002 2004 2006 2008 2010 2012 2014 2016 2018
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As of 2019, Singapore had a total population, including both residents and non-residents, of 5.7 million as seen in Figure 3.1.2. Singapore’s total population has grown steadily at 1.3% CAGR from 2010 to 2019 and is forecast by Fitch Solutions to grow at 0.7% CAGR from 2020 to 2025.[5] The age distribution of Singapore’s resident population has shifted to higher age brackets, in line with other developed economies. The proportion of people either 60 years old or over has increased from 14.0% of the resident population in 2010, to 21.4% in 2019.[6]

Figure 3.1.2: Total Singapore population (m)[6]

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7
6.16
5.94
6
5.40 5.47 5.54 5.61 5.61 5.64 5.70
5.31
5.18
5.08
5
4
3
2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020F 2025F
Total population (m)
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1. The World Bank, ‘GNI, Atlas method (current US$)’, https://data.worldbank.org/indicator/NY.GNP.ATLS.CD?locations=SG&most_recent_value_ desc=true.

2. The World Bank, ‘GDP growth (annual %) – Singapore’, https://data.worldbank.org/indicator/NY.GDP.MKTP.KD.ZG?end=2018&locations=SG& start =1961&view=chart.

3. Singapore Land Authority, ‘Total Land Area of Singapore’ (2018), https://data.gov.sg/dataset/total-land-area-of-singapore.

4. Australian Government: Geosciences Australia, ‘Area of Australia – States and Territories’, https://www.ga.gov.au/scientific-topics/national-locationinformation/dimensions/area-of-australia-states-and-territories.

5. Fitch Solutions, ‘Singapore Telecommunications Report: Includes 10-year forecasts to 2028’ (Q1 2020).

6. Singapore Department of Statistics, ‘Population and Population Structure’, https://www.singstat.gov.sg/find-data/search-by-theme/population/ population-and-population-structure/latest-data; Fitch Solutions, ‘Singapore Telecommunications Report: Includes 10-year forecasts to 2028’ (Q1 2020).

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Figure 3.1.3: Age distribution of Singapore’s resident population, 2010 vs. 2019 (%)[7]

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2010 10.9% 13.5% 13.8% 16.4% 16.8% 14.6% 8.0% 4.2% 1.8%
2019 9.5% 10.7% 13.3% 14.8% 15.2% 15.1% 12.4% 6.1% 2.9%
10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
0-9 10-19 20-29 30-39 40-49 50-59 60-69 70-79 80 and over
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Today, Singapore has one of the most advanced telecommunications markets globally where Singaporeans enjoy one of the fastest internet speeds both on fixed line and mobile services and are part of a deep digital economy characterised by extensive mobile penetration rates of around 159% as seen in Figure 3.3.1.

3.2 Singapore’s telecommunications industry history

Singapore’s telecommunications industry was historically regulated by a Singaporean government body known as the Telecommunications Authority of Singapore (TAS) prior to 1992. In 1992, the commercial functions of TAS were split into Singapore Telecommunications (Singtel) and Singapore Post. At the same time, the Singaporean government also announced plans for the telecommunications industry to slowly transition from a monopoly led by Singtel to a more competitive and open market model.

In 1996, the Singaporean government informed Singtel that it would end its monopoly in the telecommunications market with effect from 1 April 2000. Singtel’s licence to be the sole provider in Singapore’s mobile services market was scheduled to end in 1997, while its monopoly position on fixed line and other telecommunications services was to end in 2007. This allowed the introduction of new competitors to enter the Singapore telecommunications market including M1 and StarHub. Singapore’s telecommunications market was fully liberalised in January 2000.

In December 2007, the Info-communications Development Authority (IDA) launched a grant of up to S$750 million to help design, build and operate the passive infrastructure of a Next Generation National Broadband Network (NGNBN) as part of its 10 year Intelligent Nation 2015 (iN2015) masterplan to transform Singapore into a global city powered by infocomm. In April 2008, the IDA launched an additional grant of up to S$250 million to provide wholesale network services over the NGNBN’s active infrastructure comprising of switches and transmission equipment to further its iN2015 vision.[8]

In parallel, Wireless@SG was launched in December 2006 to accelerate the deployment of high-speed wireless broadband. Since its launch, Wireless@SG has been the catalyst for Singapore’s ‘always connected’ culture by providing free wireless broadband access in public areas, both indoors and outdoors.[9]

By October 2019, StarHub had decommissioned its cable infrastructure which meant all broadband connections available at the retail level are now fibre only, except for limited ADSL broadband services for enterprises. The modernisation of fixed broadband technology has allowed Singapore to enjoy the fastest fixed broadband speeds globally as seen in Figure 3.3.6.

1. Singapore Department of Statistics, ‘Population and Population Structure’, https://www.singstat.gov.sg/find-data/search-by-theme/population/ population-and-population-structure/latest-data; Fitch Solutions, ‘Singapore Telecommunications Report: Includes 10-year forecasts to 2028’ (Q1 2020).

2. IDA, ‘Fact sheet: Next Generation Nationwide Broadband Network’ (July 2013), https://www.imda.gov.sg/-/media/imda/files/community/consumer-education/fibre-broadband/nextgennbnfactsheet.pdf?la=en.

3. IMDA, ‘Wireless@SG’ (22 January 2020), https://www.imda.gov.sg/programme-listing/Wireless-At-SG.

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3 Industry overview

Singapore’s telecommunications industry is currently regulated by the Infocomm Media Development Authority (IMDA). The IMDA was officially launched in September 2016 after the previous IDA merged with the Media Development Authority to better regulate the converging infocomm and media sectors. The IMDA, its predecessors and the Government have been important to the development of the telecommunications industry.

3.3 Overview of the Singapore mobile services market

The first form of present mobile communication, 1G, was introduced to Singapore in 1988 and could only make voice calls and not send SMS or access internet services. 1G was discontinued in 1994 and 2G technology was introduced. 2G offered speeds of up to 144 kbps and could support voice calls, SMS and basic internet services. 3G was introduced in 2005 and offered internet speeds of up to 84 Mbps which supported Multimedia Messaging Service and more web-browsing activities and internet-connected mobile applications. In 2011, 4G was introduced with internet speeds of up to 300 Mbps, resulting in the uptake of mobile video streamlining and online mobile gaming.[10]

Today, the Singapore mobile services market is a sophisticated industry characterised by high levels of mobile penetration as a result of users having more than one mobile account, healthy competition and a progressive regulatory body. Over the four years to January 2019, Singapore’s mobile penetration rate remained steady at around 150% as seen in Figure 3.3.1, but increased over the course of 2019 to 159% as at December 2019. Tuas believes the increase in mobile penetration rates was due to a combination of factors including:

• increasing number of consumers that own more than one device;

• increasing adoption of smart watches and Internet of Things devices;

• new competitors with mobile plans that have long expiry dates; and

• overlapping mobile services as consumers sign up to new mobile offers, especially from MVNOs.

Figure 3.3.1: Singapore mobile subscriptions by mobile technology (m) and mobile penetration rate[11]

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4G subscriptions (m) 3G subscriptions (m) 2G subscriptions (m) Mobile penetration rate (%)
159%
148% 149% 150% 150% 150%
9.1
8.1 8.2 8.4 8.4 8.4
0.3 0.2 0.1 1.7
2.3 1.8
2.6
4.5 3.9
5.6 6.2 6.6 7.4
3.3 4.1
Jan 2015 Jan 2016 Jan 2017 Jan 2018 Jan 2019 Dec 2019
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Note: Mobile penetration rate (%) refers to mobile subscriptions over total population in Singapore.
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1. IDA, Annex B: ‘Evolution of Mobile Services in Singapore’ (15 June 2015), https://www.imda.gov.sg/-/media/Imda/Files/Inner/About-Us/ Newsroom/Media-Releases/2015/0615_MNOs/Annex-B---Evolution-of-Mobile-Services-in-Singapore.pdf.

2. IMDA, ‘Statistics on Telecom Services for 2015 – 2019’, https://www.imda.gov.sg/infocomm-media-landscape/research-and-statistics/ telecommunications/statistics-on-telecom-services/statistic-on-telecom-service-for-2019-jul.

24 | TUAS LIMITED Information Memorandum

In June 2015, the IDA approved the request of the MNOs – at the time comprising Singtel, StarHub and M1 – to decommission their 2G networks with effect from 1 April 2017.[12] As at June 2015, 2G mobile subscriptions in Singapore had declined to 3% of total mobile subscriptions in Singapore or equivalent to approximately 250,000 subscribers.[13] This enabled this spectrum to be repurposed to offer 3G and 4G services to customers.

As shown in Figure 3.3.1, there has been rapid adoption of 4G technology since its introduction in 2010 particularly as consumer expectations for network performance continue to rise in tandem with new applications and services. As of November 2019, 4G mobile subscriptions comprised 82% of all mobile subscriptions in Singapore. Mobile service providers are encouraging users to transition, firstly from 3G to 4G mobile subscriptions, and secondly from pre-paid to postpaid mobile plans to improve customer lifetime value, by offering mobile plan discounts and handset subsidies. Projections from Fitch Solutions suggest the number of 3G subscriptions will decline to approximately 280,000 by 2024, a similar level to when 2G was repurposed.[14]

Figure 3.3.2: Forecast Singapore mobile subscriptions by technology[14]

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4G subscriptions 3G subscriptions
8.74 8.88 8.980.64 9.070.44 9.160.28 9.26 0.18 9.35 0.11 9.44 0.05 9.54 0.02
0.84
1.06
7.68 8.04 8.34 8.63 8.88 9.08 9.24 9.39 9.51
2020F 2021F 2022F 2023F 2024F 2025F 2026F 2027F 2028F
Singapore mobile subscriptions (m)
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Note: Fitch Solutions has not included 5G subscriptions as part of its forecasts as it awaits further clarity on each individual mobile network operator’s 5G strategy.

Given the high mobile penetration rates in the Singapore mobile services market, mobile service providers have sought to acquire new customers and improve existing customer loyalty in new and different ways. Providers have sought to offer converged services such as quad-play (fixed line telephony, broadband, paid TV and mobile services) packages. Providers have also sought to partner with over-the-top (OTT) services to offer innovative mobile packages such as social data plans that allow for unlimited data usage on social media platforms including WhatsApp, Facebook, Line, WeChat etc. Mobile service providers have also curated mobile plans that target video and music streaming specifically in a variety of ways from unlimited data to data caps and time caps.

As the usage of OTT services has increased significantly, so has Singapore’s mobile data consumption as illustrated in Figure 3.3.3. The monthly average mobile data usage in Singapore increased 31% from 27.6 to 36.1 Petabytes per month from 2Q19 to 3Q19, where one Petabyte is equal to one million Gigabytes. The proliferation of mobile data created new opportunities where some mobile service providers have profited from users exceeding their data caps while others have sought to differentiate themselves by introducing unlimited data plans.

1. IDA, ‘MNOs to close 2G networks from 1 April 2017’ (15 June 2015), https://www.imda.gov.sg/news-and-events/Media-Room/archived/ida/ Media-Releases/2015/mnos-to-close-2g-networks-from-1-april-2017.

2. IDA, Annex A: ‘Chart on 2G versus 3G and 4G pre- and postpaid subscriptions from June 2011 to March 2015’, https://www.imda.gov.sg/-/ media/Imda/Files/Inner/About-Us/Newsroom/Media-Releases/2015/0615_MNOs/AnnexA.pdf.

3. Fitch Solutions, ‘Singapore Telecommunications Report: Includes 10-year forecasts to 2028’ (Q1 2020).

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3 Industry overview

Figure 3.3.3: Exponential increase in Singapore mobile data usage (Pb, monthly average)[15]

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40
36.1
35
30
27.6
25
20.5
20
16.5
15 13.3
11.0
9.7
10
7.7
5.8
4.7
5 3.5
2.3
1.1
0.2
0
1Q08 1Q09 1Q10 1Q11 1Q12 1Q13 1Q14 1Q15 1Q16 1Q17 1Q18 1Q19 2Q19 3Q19
Mobile data usage (Pb)
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The wide availability of mobile plans has also helped to increase mobile penetration across all age groups as highlighted in Figure 3.3.4. The IMDA periodically conducts a Consumer Awareness and Satisfaction Survey (CASS) which aims to measure and track changes in the perception of select telecommunication services in Singapore including mobile data, mobile voice and message, fixed broadband and more. The most recent survey in 2018 interviewed 1,502 individuals from households all across Singapore to create a sample representative of the Singapore population. As at 2018, only 58.1% of persons aged 60 years had a subscription to mobile data services, significantly trailing other age brackets.

Figure 3.3.4: CASS Survey: Singapore mobile data services subscription by age[16]

CASS 2014 CASS 2018

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18-19 20-24 25-29 30-34 35-39 40-44 45-49 50-54 55-59 60 years
years years years years years years years years years and over
84.4%
92.0% 95.7% 94.4% 92.5% 91.2% 97.5% 90.2%
87.0% 86.5% 86.4%
82.6% 83.4% 83.7%
77.6% 75.4%
60.1% 58.1%
49.8%
% of mobile data subscribers
25.0%
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Note: A direct comparison cannot be made as the question was phrased differently (CASS 2014: Mobile Broadband; CASS 2018: Mobile Data). Survey sample may or may not be reflective of actual subscription rates.

Today, Singapore has one of the most advanced telecommunications markets in the world as it enjoys the fastest fixed broadband download speeds with very high levels of fibre penetration, and one of the fastest mobile broadband download speeds globally as shown in Figure 3.3.5 and Figure 3.3.6 respectively.

1. Singapore Government ‘Mobile data usage’ (8 August 2019), https://data.gov.sg/dataset/mobile-data-usage; IMDA, ‘Mobile data usage’ (6 January 2020), https://www.imda.gov.sg/infocomm-media-landscape/research-and-statistics/telecommunications. 16. IMDA, ‘Consumer Awareness and Satisfaction Survey’ (December 2018), https://www.imda.gov.sg/-/media/Imda/Files/About/MediaReleases/2018/IMDA-CASS-2018-Written-Report_final.pdf.

26 | TUAS LIMITED Information Memorandum

Notwithstanding, consumers have shown a growing propensity to replace fixed broadband with mobile data services to varying levels (see Figure 3.3.7), particularly given the significant overlap of activities users undertake while on fixed broadband versus mobile phones as seen in Figure 3.3.8 and Figure 3.3.9.

Figure 3.3.5: Fixed broadband download speed (Mbps) by country[17]

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Singapore (1) 196
Hong Kong (2) 174
South Korea (3) 145
Romania (4) 129
Andorra (5) 128
Monaco (6) 123
United States (7) 119
Switzerland (8) 117
Liechtenstein (9) 113
Hungary (10) 112
Canada (13) 110
China (28) 85
United Kingdom (41) 61
Australia (57) 39
0 50 100 150 200
Fixed broadband download speed (Mbps)
Figure 3.3.6: Mobile broadband download speed (Mbps) by country [[17]]
South Korea (1) 90
Norway (2) 65
Canada (3) 64
Australia (4) 63
Netherlands (5) 60
Qatar (6) 60
UAE (7) 57
Switzerland (8) 52
Croatia (9) 52
Singapore (10) 51
New Zealand (19) 45
United States (37) 35
China (44) 33
United Kingdom (51) 31
0 20 40 60 80 100
Mobile broadband download speed (Mbps)
Country (Rank)
Country (Rank)
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Figure 3.3.6: Mobile broadband download speed (Mbps) by country[[17]]

1. Australian Government (Infrastructure Australia), ‘An Assessment of Australia’s Future Infrastructure Needs: The Australian Infrastructure Audit 2019’ (June 2019), https://www.infrastructureaustralia.gov.au/sites/default/files/2019-08/Australian%20Infrastructure%20Audit%202019%20-%20 8.%20Telecommunications.pdf.

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3 Industry overview

Figure 3.3.7: Ability to replace fixed broadband with mobile data services[18]

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Yes, completely Yes, to a great extent Yes, slightly
60% 56.3%
50%
25.8%
39.2%
40%
17.3%
30%
20% 19.0%
11.6%
10%
10.3% 11.5%
0%
CASS 2014 CASS 2018
% of mobile data subscribers
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Figure 3.3.8: Top internet activities using fixed broadband[18]

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% of fixed broadband subscribers
79.1%
75.7%
53.9%
46.6%
16.2% 15.0% 13.6%
Watching online video Social Work Online Gaming Voice / video Others
/ video streaming networking purposes transactions calling
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Figure 3.3.9: Top activities on mobile phones[18]

==> picture [454 x 173] intentionally omitted <==

----- Start of picture text -----

% of mobile phone subscribers
77.8%
62.4%
49.5%
43.2%
29.5%
13.5% 12.5% 11.5%
Social Traditional call / Work Watching online video / Online Voice / Others Gaming
networking messaging purposes video streaming transactions video calling
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1. IMDA, ‘Consumer Awareness and Satisfaction Survey’ (December 2018), https://www.imda.gov.sg/-/media/Imda/Files/About/MediaReleases/2018/IMDA-CASS-2018-Written-Report_final.pdf.

28 | TUAS LIMITED Information Memorandum

3.4 Key Singapore mobile services market participants

Up until 2016, the Singaporean mobile services market was characterised by the presence of three mobile network operators (MNOs) – Singtel, StarHub and M1. As seen in Figure 3.4.1, the market share of mobile subscribers among the three operators has remained relatively constant over the last decade with Singtel maintaining approximately 50% market share.

Figure 3.4.1: Singapore mobile subscribers (m) and market share (%) by MNO[19]

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----- Start of picture text -----

Singtel StarHub M1
1.8m 1.9m 2.0m 2.1m 2.1m 1.9m 1.9m 1.9m 2.0m 2.0m 2.0m
26% 26% 26% 26% 25% 23% 23% 24% 24% 24% 23%
1.9m 2.1m 2.2m 2.2m 2.4m 2.3m 2.1m 2.2m 2.3m 2.3m 2.3m
28% 29% 28% 27% 28% 29% 26% 27% 27% 27% 27%
3.2m 3.2m 3.6m 3.8m 4.0m 4.1m 4.1m 4.1m 4.1m 4.1m 4.2m
46% 44% 46% 47% 47% 49% 50% 50% 49% 49% 50%
2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
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Note: The analysis above is prepared by BuddeComm on a March year end basis. It does not include TPG Singapore as it had not commercialised its free trial mobile service offerings at the time.

In December 2016, the IMDA announced that TPG Singapore made the winning bid in the New Entrant Spectrum Auction (NESA), beating the only other pre-qualified competitor MyRepublic.[20] The structure of the NESA meant the three incumbent MNOs were unable to participate so that Singapore could introduce a fourth MNO into the mobile market. TPG Singapore bid S$105 million and was allocated two lots of 2x5 MHz in the 900 MHz spectrum band and eight lots of 5 MHz in the 2.3 GHz spectrum band to provide International Mobile Telecommunications (IMT) and International Mobile Telecommunications-Advanced (IMT-Advanced) services (e.g. 4G services). As part of the new spectrum rights, TPG Singapore was required to utilise the allocated spectrum to provide nationwide street level coverage for 4G within 18 months from the start of the new spectrum rights; road tunnels and in-building service coverage within 30 months; and coverage for underground Mass Rapid Transport (MRT) stations/lines within 54 months.[21]

In addition to the four MNOs, there have been a number of mobile virtual network operators (MVNOs) that have entered the market in recent years.

1. BuddeComm, ‘Singapore: Mobile infrastructure, broadband, operators - statistics and analyses’ (6 August 2019).

2. IMDA, ‘IMDA pre-qualifies two companies for New Entrant Spectrum Auction’ (16 November 2016), https://www.imda.gov.sg/news-and-events/ Media-Room/Media-Releases/2016/imda-pre-qualifies-two-companies-for-new-entrant-spectrum-auction.

3. IMDA, ‘TPG Telecom Pte Ltd makes winning bid in New Entrant Spectrum Auction’ (14 December 2016), https://www.imda.gov.sg/news-andevents/Media-Room/Media-Releases/2016/tpg-telecom-pte-ltd-makes-winning-bid-in-new-entrant-spectrum-auction.

TUAS LIMITED Information Memorandum | 29

3 Industry overview

A brief overview of each major MNO and MVNO competitor in Singapore is provided below.

3.4.1 MNOs

Figure 3.4.1.1: MNOs

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MNO Description
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Singtel	Singtel is a leading communications group established in 1879 and headquartered in Singapore.22
	Singtel provides a diverse range of services including fxed, mobile, data, internet, TV, information
	and communications technology and digital solutions. Its operations expand across Asia through
	its subsidiary, Optus (Australia), and strategic investments including Bharti Airtel (India, South Asia
	and Africa), Telkomsel (Indonesia), Globe Telecom (the Philippines) and Advanced Info Service
	(Thailand).23Singtel is listed on the Singapore Exchange Limited (SGX) under the ticker ‘Z74’ and
	as at 12 May 2020 it had a market capitalisation of approximately S$44.7 billion.
	In March 2019, Singtel launched its all-digital mobile sub-brand, GOMO (Get Out More Often),
	targeting digital natives and millennials.24
StarHub	Established in 2000,25StarHub is a Singapore-based fully integrated telecommunications company
	offering communications, entertainment and digital solutions including mobile, pay television,
	broadband, and fxed network services. It also services corporate and government clients with
	solutions incorporating artifcial intelligence, cyber security, data analytics and robotics. StarHub is
	listed on the SGX under the ticker ‘CC3’ and as at 12 May 2020 it had a market capitalisation of
	approximately S$2.4 billion.
	In May 2019, StarHub launched its all-digital mobile sub-brand, giga, to target the market space
	that MVNOs operate in.26
M1	M1 is a Singapore based telecommunications company that frst launched commercial services
	in 1997. It offers mobile, fxed line telephone, high-speed fxed broadband and Internet Protocol
	television services. Additionally, M1 also offers corporate solutions including managed services,
	cloud solutions, cybersecurity solutions and data centre services.
	In March 2019, M1 was acquired for S$1.9 billion equity value on a 100% basis by Konnectivity
	Pte. Ltd., an entity owned by majority shareholder Keppel Corporation and minority shareholder
	Singapore Press Holdings (SPH). Prior to the acquisition, Keppel Corporation owned 19.32% of
	M1’s share capital through Keppel Telecommunications & Transportation Ltd, while SPH owned
	13.45% through SPH Multimedia Private Limited.27Following the acquisition, Keppel Corporation
	holds an 84% effective interest while SPH owns the remainder.28
TPG Singapore	TPG Singapore was incorporated in July 2016 in order to participate in the New Entrant Spectrum
	Auction. In December 2016, TPG Singapore won the right to become the fourth MNO and on
	April 2017, TPG Singapore announced that it had been successful in bidding for an additional
	one lot of 2x5 MHz of spectrum in the 2.5 GHz band at the General Spectrum Auction (GSA).
	On 21 December 2018, a service trial was launched allowing users to trial the network for free
	while work continued to enhance network coverage and quality ahead of full commercial launch.
	TPG Singapore ended its free trial and commercialised its 4G mobile services on 31 March 2020.
	As at 30 April 2020, TPG Singapore has approximately 7,000 paying subscribers.
	See Section 4 for further information about TPG Singapore.

1. Singapore Infopedia (a Singapore Government Agency website), ‘Singapore Telecommunications’, https://eresources.nlb.gov.sg/infopedia/articles/ SIP_1610_2011-03-21.html.

2. Singtel, Company website: ‘Company profile’, https://www.singtel.com/about-us/company/company-profile.

3. Singtel, ‘Singtel launches all-digital mobile experience with GOMO’ (25 March 2019), https://www.singtel.com/about-Us/news-releases/singtellaunches-al-digital-mobile-experience-with-gomo.

4. StarHub, Company website: ‘Investor Factsheet’, http://ir.starhub.com/investors/?page=Investor-Factsheet.

5. StarHub, Company website: ‘2019 Achievements’, https://www.starhub.com/about-us/company-information/achievements.html.

6. Konnectivity Pte. Ltd., ‘Voluntary Conditional General Offer for M1 Limited’ (7 January 2019), https://links.sgx.com/FileOpen/M1%20Offer%20 Document.ashx?App=Announcement&FileID=539632.

7. Keppel Corporation Limited, ‘Information Memorandum’ (8 February 2020), https://links.sgx.com/FileOpen/KCL%20-%20Information%20 Memorandum%20(08.02.20).ashx?App=Prospectus&FileID=42020.

30 | TUAS LIMITED Information Memorandum

3.4.2 MVNOs

In addition to MNOs competing for mobile subscribers, there are multiple MVNOs present in Singapore. MVNOs do not own the underlying wireless network infrastructure. They generally operate by entering into wholesale agreements with MNOs for infrastructure access, and then set retail prices to be sold to the end user.

The table below outlines a number of MVNOs operating in the Singapore market as at the date of this Information Memorandum:

Figure 3.4.2.1: MVNOs

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----- Start of picture text -----

Network
MVNO owner Description
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Circles.Life	M1	Launched in June 2016,29the Singapore-based MVNO has operations in Singapore,
		Taiwan and Australia. Circles.Life states that it has over 5% market share in Singapore.
		It has previously raised funds from investors including Sequoia, EDBI, Founders Fund
		and, most recently in February 2020, Warburg Pincus.30
Grid Mobile	Singtel	Grid Mobile is a joint venture between Singtel and ST Telemedia that launched in
		June 2019. As part of its referral and loyalty rewards program, customers can redeem
		gridPoints for bill rebates, cashbacks, or offers from partnering merchants such as
		Spotify.31
MyRepublic	StarHub	MyRepublic is a telecommunication services operator offering fxed broadband and
		other plans in Singapore, Indonesia, New Zealand and Australia. After TPG Singapore
		beat MyRepublic to become the fourth MNO in Singapore, MyRepublic launched its
		mobile services as an MVNO in May 2018.32
redONE	StarHub	Established in Malaysia in 2012, redONE launched in Singapore in May 2019 and
		will be launching in other regional markets with the vision of creating a single ASEAN
		service.33
Vivif	Singtel	Launched in July 2019, Vivif targets families by offering shareable mobile plans where
		additional users can add on more mobile lines and share the total pool of data, talk
		time and SMS.34
VivoBee	StarHub	VivoBee is a product owned by VivoHub Mobile Pte Ltd which is a subsidiary of Kuala
		Lumpur Stock Exchange-listed Green Packet Berhad. Launched in December 2018,
		VivoBee targets the needs of Singapore’s one million blue-collar migrant workers.35
Zero Mobile	Singtel	Headquartered in Australia, Zero Mobile launched in Singapore in December 2017
		before suspending its mobile service offering in December 2019. It announced it will
		make a comeback with new and modular pricing plans.36
Zero1	Singtel	Launched in February 2018, Zero1 offers unlimited mobile data by setting caps on
		speed once a threshold level of data has been used.

1. Circles.Life, Company website: ‘About us’, https://pages.circles.life/about-us/.

2. Warbug Pincus and Circles.Life, ‘Leading digital telco Circles.Life receives substantial investment from Warburg Pincus to fuel its growth and expansion’ (11 February 2020), https://www.warburgpincus.com/content/uploads/2020/02/Press-Release_Warburg-Pincus-AnnouncesSubstantial-Investment-in-Circles.Life_11-February-2020.pdf.

3. Grid Mobile, ‘New telco Grid Mobile entices consumers with more than just additional data pays customers to live larger’ (27 June 2019), https:// gridmobile.com.sg/tnc/PressRelease.pdf; https://vulcanpost.com/667099/grid-mobile-singapore-launch/.

4. StarHub, ‘MyRepublic and StarHub form MVNO partnership’ (3 May 2018), https://www.starhub.com/about-us/newsroom/2018/may/myrepublicand-starhub-form-mvno-partnership.html.

5. redONE, ‘Leading budget mobile service provider redONE officially launches in Singapore; reveals new launch packages and go-to-market strategy’ (1 July 2019), https://www.redone.com.my/about_us/media/4611.

6. https://www.hardwarezone.com.sg/tech-news-new-mvno-vivifi-outs-singular-mobile-plan-modern-family-varying-needs.

7. VivoBee, Company website: ‘About VivoBee’, https://www.vivobee.com/sg/about.php; Tata Communications, ‘Tata Communications MOVE™ platform will help VivoHub to offer data, calling and messaging services to its users at an economical rate’ (13 December 2018), https://www. tatacommunications.com/press-release/vivohub-teams-with-tata-communications-to-launch-a-one-stop-suite-of-mobile-services-tailored-forsingapores-migrant-workers/.

1. https://vulcanpost.com/684054/zero-mobile-discontinue-plans-singapore/.

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3 Industry overview

3.5 Background on 5G and its developments in Singapore

With the introduction of 5G technology, there is an opportunity to increase the speed of existing mobile services by 20-fold, improve reliability, reduce latency, and introduce new use cases that will drive further subscriptions and growth in mobile data consumption globally. GSMA Intelligence forecasts 5G subscriptions to reach 1.1 billion globally by 2020, representing 12% of total mobile subscriptions.[37]

Figure 3.5.1: Comparison of 5G to predecessor mobile technology[38]

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----- Start of picture text -----

3G 3.5G 4G 4.5G 5G
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Period	2003-04	2005-06	2008-09	2010	2013	2020
Peak speed
(downlink)	384 kbps	14 Mbps	84 Mbps	300 Mbps	+1 Gbps	20 Gbps
Peak speed (uplink)	128 kbps	6 Mbps	22 Mbps	75 Mbps	500 Mbps	10 Gbps
Latency	150 ms	100 ms	50 ms	10 ms	5 ms	1 ms

Mobile data traffic in the South East Asia and Oceania region is expected to grow at a compound annual growth rate (CAGR) of 34% to 20 Exabytes per month from 2019 to 2025, where one Exabyte is equal to one billion Gigabytes[39] . In a survey conducted by Ericsson in 2019, consumers were willing to pay an average of 20% more than they were paying for their current mobile service for the technological advancements 5G is expected to deliver.[39]

Figure 3.5.2: Projected total mobile data traffic (Eb / month)[39]

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----- Start of picture text -----

2018 2019 2025F
2019-25 +34% CAGR +21% CAGR +31% CAGR
CAGR 47
20
17
15
10.5
2.3 3.5 2.3 3.5
South East Asia and Oceania North East Asia North America
(Eb / month)
Total mobile data traffic
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To support the take-up of 5G services once rolled out, the IMDA waived 5G frequency fees since May 2017 to encourage industry participants to take part in 5G trials to better understand how 5G will work in a real world environment and the potential benefits for different sectors. The period of waiver was originally until 31 December 2019 but was extended until the commencement of the spectrum rights in the relevant spectrum bands.[40] The 3.5 GHz spectrum rights will commence from 2021, after completion of the migration exercise of sub-6 GHz Fixed Satellite Service users. The mmWave spectrum rights will commence in 2020 after the conclusion of the 5G spectrum allocation (see Section 3.6).

1. GSMA Intelligence, ‘The 5G era: Age of boundless connectivity and intelligent automation’ (2017), https://www.gsmaintelligence.com/ research/?file=0efdd9e7b6eb1c4ad9aa5d4c0c971e62&download.

2. ATKearney, ‘5G in ASEAN: Reigniting growth in enterprise and consumer markets’ (2019), https://atkearney.de/ documents/1781738/3697768/5G+in+ASEAN+Reigniting+Growth+in+Enterprise+and+Consumer+Markets.pdf/ccf1a9c7-1082-3bd3-b1efcfd2a39c2436?t=1568104453227.

3. Ericsson, ‘Ericsson Mobility Report’ (November 2019), https://www.ericsson.com/4acd7e/assets/local/mobility-report/documents/2019/emrnovember-2019.pdf.

4. IMDA, ‘Fifth Generational Mobiles Networks (“5G”)’ (29 January 2020), https://www.imda.gov.sg/regulations-and-licensing-listing/spectrummanagement-and-coordination/spectrum-planning/5g-technology.

32 | TUAS LIMITED Information Memorandum

International 5G deployments have been focused on delivering higher speed connectivity, with limited demonstration of new industrial and enterprise applications. To further empower Singapore to become a leader in 5G mobile technology adoption and innovation, the IMDA and National Research Foundation set aside S$40 million for a 5G Grant to support research into 5G use cases.[41] Successful proposals may be eligible for grants of up to 70% of the qualifying costs. The 5G Grant will initially target strategic clusters with high growth potential and significant global interest such as: (1) Maritime Operations; (2) Urban Mobility; (3) Smart Estates; (4) Industry 4.0; (5) Consumer Applications; and (6) Government Applications.[42] It is intended that more strategic clusters will be targeted in the future.

TPG Singapore was awarded a 5G Grant in October 2019 to build a 5G trial network providing >99.5% coverage in Singapore Science Parks 1 and 2 in partnership with CapitaLand and Navinfo Datatech to tap 5G for smart mobility trials. As of 30 April 2020, TPG Singapore has successfully commissioned the 5G trial network.

Other 5G initiatives by the Singapore Government include the development of the ‘Smart Estates’ ecosystem which will enable Singaporean developers, technology companies and built environment service providers to innovate and seize greater market opportunities in the region.[41]

3.6 Singapore 5G spectrum allocation

The IMDA first launched a 5G consultation paper in May 2017 seeking views from the industry and public on various aspects of 5G technology development and spectrum requirements in a data centric environment.[43] Two years later, the IMDA launched a second public consultation in May 2019 to address the responses received and to consult on the appropriate regulatory frameworks and policies for 5G.

Following the second consultation, in October 2019, the IMDA launched a Call for Proposal (CFP) for 5G spectrum allocation to facilitate the rollout of 5G mobile networks by 2020. The IMDA has set the goal to achieve full-fledged 5G standalone capability covering at least half of Singapore’s outdoor areas by the end of 2022, and full nationwide outdoor coverage by the end of 2025.[44]

Under the CFP, two equal 100 MHz lots of spectrum in the 3.5 GHz band are to be made available.

The two successful applicants will be required to use the spectrum to roll out a nationwide, standalone 5G network and be required to provide wholesale services to other MNOs and MVNOs. The structure put in place by the IMDA will encourage network sharing which will facilitate the efficient allocation of capital.

In addition, the IMDA will assign one 800 MHz lot of mmWave spectrum to each of the two successful applicants as well as to the unsuccessful applications if there is interest. The MNOs will have the flexibility to deploy mmWave spectrum initially on a non-standalone basis by leveraging their existing 4G infrastructure to deliver localised 5G services focusing mainly on higher bandwidth requirements.

The duration of the spectrum rights will be set at 15 years for the 3.5 GHz band and approximately 16 years for mmWave band to provide operators with sufficient certainty for their investment. The length of the spectrum rights has been set such that both 3.5 GHz and mmWave bands will expire at the same time.

On 17 February 2020, the IMDA announced that it had received three submissions – one each from TPG Singapore and Singtel, and a joint submission from StarHub and M1. On 29 April 2020, the IMDA announced that TPG Singapore was not allocated a licence for spectrum in the 3.5 GHz band. TPG Singapore can apply for one of the two remaining mmWave spectrum lots for localised 5G deployment. It is expected that the allocation of the spectrum will occur by the end of 2020.

1. IMDA, ‘Singapore’s Digital Economy forges ahead: 5G Innovation, Smart Estates and progressive legislation’ (27 June 2019), https://www.imda. gov.sg/news-and-events/Media-Room/Media-Releases/2019/Singapore-Digital-Economy-forges-ahead-5G-innovation-Smart-Estates-andprogressive-legislation.

2. IMDA, ‘Ahead of the curve: Singapore’s approach to 5G’ (17 October 2019), https://www.imda.gov.sg/-/media/Imda/Files/About/MediaReleases/2019/Annex-A---5G-Policy-and-Use-Cases.pdf.

3. IMDA, ‘5G Mobile Services and Networks’ (23 May 2017), https://www.imda.gov.sg/-/media/Imda/Files/Inner/PCDG/Consultations/consultationpaper/Public-Consultation-on-5G-Mobile-Services-and-Networks/5G-Public-Consultation.pdf.

4. IMDA, ‘Singapore continues to invest in infrastructure, partnerships and innovation to boost our digital economy’ (17 October 2019), https://www. imda.gov.sg/news-and-events/Media-Room/Media-Releases/2019/Singapore-Continues-to-Invest-in-Infrastructure-Partnerships-and-Innovationto-Boost-Our-Digital-Economy.

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3 Industry overview

3.7 Telecommunications regulatory environment

This Section 3.7 summarises Singapore’s laws and regulations governing the provision of telecommunication services. It is not an exhaustive or comprehensive description of those laws and regulations.

3.7.1 Overview

The Singapore Telecommunications Act regulates the provision of telecommunications services and systems in Singapore. The IMDA is the regulatory authority responsible for administering the Singapore Telecommunications Act and the provision of telecommunication services and systems in Singapore.

The Singapore Telecommunications Act empowers the IMDA, with the approval of the Minister of Communications and Information, to enact regulations for carrying out the purposes and provisions of the Singapore Telecommunications Act. Existing regulations include the T elecommunications (Radio-Communication) Regulations and the Telecommunications (Class Licences) Regulations. The Singapore Telecommunications Act also empowers the IMDA to issue codes of practice and standards of performance for the operation of telecommunication systems and equipment, the provision of telecommunication services and the conduct of telecommunication licensees in providing telecommunication services. These codes and standards include the Telecom Competition Code and the Code of Practice for Info-communications Facilities in Buildings.

3.7.2 Telecommunications licensing framework

The Singapore Telecommunications Act requires all persons who establish, install, maintain, provide or operate a telecommunication system or service within Singapore to be licensed. The Singapore Telecommunications Act empowers the IMDA to grant licences to persons who provide telecommunication systems and services. The IMDA has broad powers to regulate and monitor licensees and to set standards, codes and regulations to be observed by operators of telecommunication systems and services. If a licensee breaches any condition of its licence, or any code of practice or standard of performance or any regulation, or any IMDA directive, the IMDA may issue a written order for compliance, impose a financial penalty, cancel the licence, suspend the licence for a specified period or reduce the term of the licence. The IMDA also has the power to modify the terms of a licence. The exercise of the IMDA’s powers is subject to appeal to the Minister, whose decision is final.

The IMDA issues two broad categories of licence for operators of telecommunications services: facilities-based operator (FBO) licences and services-based operator (SBO) licences. The IMDA allows free market entry and exit and does not pre-determine the number of licences awarded unless there are resource constraints. Resource and other physical constraints, such as frequency spectrum and land for satellite and cable landing stations, may limit the number of licences issued. If these constraints arise, the IMDA will award licences under a comparative or auction-based selection exercise.

A telecommunication licensee may be designated as a “public telecommunications licensee”, who enjoys additional rights under the Singapore Telecommunications Act to facilitate the installation, maintenance and protection of its systems but may be subject to basic service obligations.

3.7.2.1 FBO Licences

In December 2016, TPG Singapore won the bid to provide 4G and IMT-Advanced services in Singapore, and the IMDA granted TPG Singapore an FBO licence on 1 April 2017 (FBO Licence).

FBOs are operators who deploy telecommunication networks, systems or facilities to offer telecommunication switching capacity or services to other licensed telecommunication operators, businesses or consumers. Examples of telecommunications systems include mobile communications systems, such as base stations and mobile switching centres, for mobile phone, paging, trunked radio and mobile data services, and fixed telecommunications systems, such as exchanges, fibre, submarine cables, frontier stations and international gateways, for local and international voice and data services, and leased circuit services.

All FBOs are individually licensed. FBO licensees must comply with interconnection and access obligations and minimum quality of service (QoS) standards set by the IMDA and must also provide the IMDA with a performance bond to secure the commitments of the licensee as stated in the licence application.

34 | TUAS LIMITED Information Memorandum

3.7.2.2 SBO Licences

SBOs are operators who lease telecommunication network elements, such as transmission capacity, switching services, ducts and fibre, from FBOs to provide their own telecommunication services or resell the telecommunication services of FBOs to third parties. Operators who deploy telecommunications networks, systems and facilities within their own property boundaries, but wish to offer telecommunications services to third parties resident within their property boundaries, also need an SBO Licence.

SBOs may be licensed individually or under a class licence depending on the operations and nature of the services. Operators who lease international transmission capacity for the provision of their services will be licensed individually. Separate licences or authorisation may be required from other relevant government agencies for the provision of certain types of SBO services and operations.

Services that require an SBO Licence include international simple resale, leased circuit resale, callback, public Internet access, virtual private network and international calling card services. SBO licensees may also be required to comply with interconnection and access obligations and minimum QoS standards set by the IMDA.

3.7.2.3 Spectrum Rights

TPG Singapore was granted the 4G and IMT-Advanced spectrum right (Spectrum Right).

The IMDA has the power to grant spectrum rights either unconditionally or subject to conditions, and either irrevocably or subject to revocation pursuant to the Singapore Telecommunications Act.

The IMDA allocates the right to use spectrum in Singapore through different methods, including auctions and assignments. The method by which different frequency bands are allocated for use is determined by the demand for the band, the potential uses of the band, and other properties of the band.

The IMDA regulates each MNO’s use of the spectrum allocated to it through the terms and conditions in the spectrum rights grant document.

A breach of the Spectrum Right entitles the IMDA to cancel or suspend the Spectrum Right or any part thereof, and/or impose a financial penalty in accordance with the conditions of the Spectrum Right.

3.7.3 Telecom Competition Code

The Telecom Competition Code sets out the IMDA’s regulatory principles and contains provisions relating to duties of licensees to their end-users, required co-operation among licensees to promote competition, interconnection, infrastructure sharing, sector-specific competition rules and enforcement mechanisms. The IMDA has the authority to review and amend the Telecom Competition Code and to grant exemptions from or suspend the Telecom Competition Code.

3.7.3.1 Classification of Licences

The Telecom Competition Code distinguishes between licensees subject to competitive market forces (non-dominant licensees) and those whose conduct is not constrained adequately by competitive market forces (dominant licensees). The IMDA will classify a licensee as either a dominant licensee or non-dominant licensee. A licensee is classified as dominant if it:

• is licensed to operate facilities used for the provision of telecommunication services in Singapore sufficiently costly or difficult to replicate such that requiring new entrants to do so would create a significant barrier to rapid and successful entry into the telecommunication market in Singapore by an efficient competitor; or

• has the ability to exercise significant market power in any market in which it provides services pursuant to its licence.

A dominant licensee must comply with special requirements set out in the Telecom Competition Code although there are procedures for reclassification to a non-dominant licensee or an exemption from these special requirements.

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3 Industry overview

3.7.3.2 Duties to end-users under the Telecom Competition Code

Licensees must comply with consumer protection provisions, including compliance with:

• minimum quality of service standards;

• duty to disclose service prices, terms and conditions;

• prohibition on disproportionate early termination charges;

• accurate and timely billing;

• fair dispute resolution procedures; and

• service information.

3.7.3.3 Interconnection obligations under the Telecom Competition Code

Minimum interconnection duties : To ensure the deployment of an integrated “network of networks” that provides seamless any-to-any communication throughout Singapore, FBOs and SBOs that use switching or routing equipment to provide telecommunication services to the public must satisfy the minimum interconnection duties set out in the Telecom Competition Code. The IMDA will allow non-dominant licensees to interconnect, without the IMDA’s prior approval, on any terms agreed between the non-dominant licensees, so long as they satisfy the minimum interconnection duties. The Telecom Competition Code specifies obligations that licensees must fulfil even absent an interconnection agreement, such as:

• publicly disclosing information on its network interfaces necessary to allow the deployment of telecommunication services and equipment that can interconnect and interoperate with its network;

• complying with mandatory technical standards;

• facilitating a change of service providers;

• providing integrated directories and a directory enquiry service; and

• rejecting certain discriminatory preferences regarding support facilities.

Interconnection with dominant licensees : The Telecom Competition Code sets out the interconnection obligations of dominant licensees. A licensee seeking to interconnect with a dominant licensee can choose any of these three options to enter into an interconnection agreement:

• it may obtain services from a dominant licensee on the terms specified in a Reference Interconnection Offer (RIO) developed by the dominant licensee and approved by the IMDA;

• it can “opt-in” to and obtain services from a dominant licensee on the same prices, terms and conditions under an existing interconnection agreement between the dominant licensee and any similarly situated licensee; or

• it can negotiate an individualised interconnection agreement with the dominant licensee.

The Telecom Competition Code sets out provisions governing a dominant licensee’s RIO, such as the services that must be offered under the RIO, the terms in the RIO and certain substantive requirements of the RIO. It also sets out the steps and timeline for negotiating an individualised interconnection agreement.

3.7.3.4 Infrastructure sharing under the Telecom Competition Code

Each licensee is expected to build or lease the use of the infrastructure it requires. A licensee is not required to “share” the use of any infrastructure it controls with its competitors. However, if the IMDA determines that that specific infrastructure constitutes Critical Support Infrastructure within the meaning of the Telecom Competition Code, or if the IMDA concludes that it is in the public interest, the IMDA may mandate that a licensee share the use of the infrastructure with other licensees.

The Telecom Competition Code sets out the procedures for a licensee requesting the sharing of infrastructure controlled by another licensee. The Telecom Competition Code also mandates the sharing of the following infrastructure:

• radio distribution systems for mobile coverage in train or road tunnels;

• in-building cabling if the occupant elects to obtain telecommunication services from another service provider;

• lead-in ducts and associated manholes;

• monopoles; and

• radio towers, other than towers used for operating any broadcasting service.

36 | TUAS LIMITED Information Memorandum

3.7.3.5 Competition rules under the Telecom Competition Code

The Telecom Competition Code sets out the criteria for determining anti-competitive behaviour. A licensee must not use its dominant position to unreasonably restrict competition in the telecommunications market. Examples of an abuse of dominant position are pricing abuses, predatory pricing, price squeezes, cross-subsidisation and discrimination against non-affiliated licensees. A licensee must also not engage in unfair methods of competition, such as degrading the availability or quality of another licensee’s services or equipment, providing false or misleading information to a licensee’s competitors, or the improper use of information of a competitor’s customers.

Licensees must not enter into agreements that unreasonably restrict competition. The Telecom Competition Code sets out a framework for the IMDA taking enforcement action against licensees who enter into anti-competitive agreements. Licensees must not enter into certain types of agreements, such as agreements involving price fixing, output restriction, bid rigging, market and customer division and group boycotts. Agreements ancillary to efficiency-enhancing integration of economic activity, such as joint purchasing or production ventures, may be permitted, based on their likely or actual impact on competition.

3.7.3.6 Consultation relating to the amendment of the Telecom Competition Code

Between February 2019 and May 2019, the IMDA conducted public consultation on a proposed converged competition code for the telecommunication and media markets to, among others, streamline requirements to promote competition, encourage market innovation and better protect consumers’ interests and keep pace with the fast changing digital landscape. A second public consultation on the actual drafting of the proposed converged code is expected to be launched in 2020.

3.7.4 Changes in ownership and consolidations involving designated telecommunication licensees

Each designated telecommunication licensee must adopt reasonable procedures for monitoring changes in its shareholding and voting power of its holders, and must notify the IMDA when a person holds or is in control of at least 5% but less than 12% of its shares. Subject to certain exemptions, no person may acquire any business that is conducted pursuant to a telecommunication licence or any part of any of such business as a going concern, or own or control, together with its associates, 12% or more, or 30% or more, of the shares or voting power of a designated telecommunication licensee without the IMDA’s prior approval. For the purposes of such restrictions, two persons are associates if:

• in the case of individuals, they are relatives;

• in the case of corporations, they are related corporations (the holding company and its subsidiary, as well subsidiaries of a common holding corporation are deemed to be related);

• a person or its directors are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions or wishes of the other person, or its directors;

• either person, which alone or together with the other associates of such person, is in a position to control not less than 12% of the voting power in the other person;

• the first person (the associate) is a person with whom other person has an agreement or arrangement, whether oral or in writing and whether express or implied, to act together with respect to the acquisition, holding or disposal of shares, units or other equity interests in, or with respect to the exercise of their voting power in relation to, a designated telecommunication licensee; or

• the parties are related in such other manner as may be prescribed by the relevant regulations.

The IMDA will deny a request if it determines that the change in shareholding or voting power is likely to result in a substantial lessening of competition in any telecommunication market, or it is in the public interest to deny such request. The IMDA has designated TPG Singapore as a designated telecommunication licensee.

In addition, under TPG Singapore’s Spectrum Right, TPG Singapore must obtain the IMDA’s approval for changes in its changes in its ownership, shareholding and management arrangements. Should TPG Singapore seek the IMDA’s approval for any future transaction involving a change of ownership or control of TPG Singapore, or for spectrum trading or spectrum sharing, any approval (if granted) could be subject to a wide range of conditions including (without limitation) the return of spectrum to the IMDA or the IMDA may require a spectrum quantum top-up.

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3 Industry overview

3.7.5 Administrative procedures

Upon the joint request by licensees, the IMDA may assist them in resolving any dispute arising out of negotiations of a voluntary individualised interconnection agreement, implementing an interconnection agreement, or a licensee’s request to share infrastructure.

Upon request, the IMDA will resolve disputes arising from a failure to reach an individualised interconnection agreement with a dominant licensee and a failure to agree on sharing infrastructure. The IMDA may, at its discretion, resolve disputes between licensees arising from implementing an interconnection agreement with a dominant licensee, or a sharing agreement entered into through the IMDA’s dispute resolution procedure. Unless mandated by the Telecom Competition Code, the IMDA will not intervene in other disputes relating to matters under the Telecom Competition Code.

The IMDA may bring enforcement actions against contravention of the Telecom Competition Code either on its own initiative or in response to a request by a licensee. In either case, an action must be brought within two years after the alleged contravention. In enforcing the Telecom Competition Code, the IMDA may issue warnings or cease and desist orders. The IMDA may also impose financial penalties, suspend or terminate a licensee’s licence. The IMDA may consider aggravating or mitigating factors to ensure that financial penalties imposed are proportionate to the contravention.

3.7.6 QoS standards

The IMDA regulates the performance of service operators by setting QoS standards. Service operators must submit quarterly reports on service quality to the IMDA, and report outages on their networks. The IMDA also conducts surveys to monitor customer satisfaction and obtains consumer feedback on service improvements. The IMDA uses these findings to fine-tune its performance quality standards. The IMDA may impose monetary fines for non-compliance with QoS standards.

3.7.7 Discretionary powers of the Minister under the Singapore Telecommunications Act

The Minister has certain discretionary powers under the Singapore Telecommunications Act, such as the power to direct a public telecommunication licensee to undertake and provide such telecommunication services and facilities for aeronautical, maritime, meteorological, governmental, defence or other purposes. The Minister may requisition these services for fair payment on any public emergency, in the public interest, in the interest of public security, for national defence, or for relations with the government of another country. The Minister may, after consultation with the IMDA or any telecommunications licensee, issue directions to the IMDA or any telecommunications licensee that may include provisions for:

• the prohibition or regulation of the use of telecommunications in all cases or in such cases as considered necessary;

• • the taking of, the control of, or the usage for official purposes of, all or any such telecommunication systems and equipment; and

• the stopping, delaying and censoring of messages and the carrying out of any other purposes that the Minister considers necessary.

38 | TUAS LIMITED Information Memorandum

SECTION

TUAS LIMITED Information Memorandum | 39

4 Overview of the Tuas Group

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4.1 History and corporate structure

The Tuas Group will be comprised of Tuas, TPG Singapore and Tuas Solutions. Tuas is an Australian registered company which is, at the date of this Information Memorandum, a wholly-owned subsidiary of TPG Australia. Tuas was incorporated on 11 March 2020 for the purposes of implementing the Demerger. Tuas will be the ultimate holding company of the Tuas Group.

Tuas Solutions will be a Malaysia registered company which is a wholly-owned subsidiary of TPG Singapore. Tuas Solutions will be incorporated prior to the Demerger Implementation Date and will provide IT development and network support services to TPG Singapore.

TPG Singapore is a Singapore registered company which will be a wholly-owned subsidiary of Tuas. TPG Singapore was incorporated in July 2016 in order to participate in the NESA and to develop a fourth mobile network in Singapore. TPG Singapore will be the only operating subsidiary of Tuas at the time of the Demerger, and will conduct the business of the Tuas Group.

The NESA was an initiative of the IMDA to support the entry of a fourth MNO into Singapore.

On 14 December 2016, TPG Singapore was announced as the successful bidder in the NESA and acquired two lots of 2x5 MHz in the 900 MHz spectrum band and eight lots of 5 MHz in the 2.3 GHz spectrum band to provide IMT and IMT-Advanced services (e.g. 4G services) for S$105 million. As part of acquiring spectrum under the NESA, the IMDA set performance obligations which TPG Singapore has either satisfied or is currently on timetable to satisfy (see Figure 4.2.2.2).

On 4 April 2017, TPG Singapore also announced that it had been successful in bidding for additional spectrum at the GSA in Singapore. TPG Singapore acquired one lot of 2x5 MHz of spectrum in the 2.5 GHz band. This further acquisition of spectrum was complementary to the original spectrum acquired in December 2016 as it would allow TPG Singapore to further enhance the services it could offer consumers in Singapore. The total purchase price for this additional spectrum was S$23.8 million.

On 30 August 2018, TPG Australia announced the proposed merger of equals between TPG Australia and VHA. In connection with the Merger and in recognition of the support and investment TPG Australia Shareholders have provided to the venture since 2016, TPG Australia announced the Demerger and In-Specie Dividend of Tuas. This allows TPG Australia’s pre-Merger shareholders to retain the full value of the Tuas Group and to directly benefit from the exciting growth potential of the Tuas Group.

On 21 December 2018, TPG Singapore launched a free trial service allowing users to trial its 4G network for free while TPG Singapore continued to enhance its network coverage and quality ahead of full commercial launch.

On 31 March 2020, TPG Singapore ceased offering its free trial mobile services to new customers and launched a paid mobile service offering. TPG Singapore currently has one SIM-only 4G postpaid mobile plan in the market offering, among other things, 50 GB of mobile data and 1 GB of roaming data to selected countries for S$10 per 30 days. As at 30 April 2020, TPG Singapore currently has approximately 7,000 paying subscribers.

In February 2020, TPG submitted a proposal to IMDA to acquire 5G spectrum in response to an IMDA call for proposal, but was not allocated a licence for that spectrum (see Section 4.3.4 for further details).

40 | TUAS LIMITED Information Memorandum

4.2 Mobile network infrastructure and spectrum assets

4.2.1 Overview

Since TPG Singapore was announced as the successful bidder at the NESA in December 2016, it has made significant progress in establishing its 4G mobile network infrastructure. By using advanced 3D radio planning tools for precise macro sites placement, TPG Singapore achieved over 99.7% overall outdoor mobile network coverage and met IMDA’s indoor QoS requirements as at 31 March 2020.

An overview of TPG Singapore’s mobile network coverage as at 30 April 2020 is provided at Figure 4.2.1.1:

Figure 4.2.1.1: TPG Singapore’s mobile network coverage

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4.2.2 Spectrum assets and network coverage

The spectrum licences acquired by TPG Singapore at the NESA and GSA have a term of 16 years from the date of purchase after which they will need to be renewed (see Figure 4.2.2.1). Tuas considers that the spectrum portfolio offers a combination of coverage and capacity, and that the bands are well supported by all major network vendors and the global device ecosystem.

Figure 4.2.2.1: TPG Singapore’s spectrum holdings

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----- Start of picture text -----

Spectrum holdings Expiration
----- End of picture text -----

Two lots of 2x5 MHz in the 900 MHz spectrum band	30 June 2033
Eight lots of 5 MHz in the 2.3 GHz spectrum band	30 June 2033
One lot of 2x5 MHz in the 2.5 GHz spectrum band	30 June 2033

In connection with the NESA, the IMDA imposed a number of obligations on TPG Singapore with respect to the construction of its network relating to QoS. TPG Singapore’s network rollout has met or is on track to meet those QoS obligations. In particular:

• for in-building areas and all short road tunnels, TPG Singapore has met or exceeded obligations;

• for long road tunnels, TPG Singapore has a waiver that extends the deadline from January 2020 to May 2021. It currently has full coverage of the Kallang-Paya Lebar Expressway and is on track to meeting the May 2021 deadline; and

• for underground MRT tunnels and stations, TPG Singapore currently has full coverage of the new Thomson East Coast Line and is on track to meet the 1 January 2022 deadline.

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4 Overview of the Tuas Group

Figure 4.2.2.2: QoS standards for 4G services[1]

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Performance TPG Singapore’s
indicators QoS standards Effective date for TPG Singapore status
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Performance indicators	QoS standards	Efective date for TPG Singapore TPG Singapore’s status
Nationwide outdoor coverage	>95% coverage with signal strength of -109dBm or better	1 January 2019 Satisfed
	>99% coverage with signal strength of -109dBm or better	1 January 2020 Satisfed
In-building coverage	>85% coverage with signal strength of -109dBm or better in each building	1 January 2020 Satisfed
Tunnels coverage	>99% coverage with signal strength of -109dBm or better in all road and MRT tunnels	1 January 2020 (for short road tunnels) Satisfed
		1 May 2021 (for long road tunnels) On track
		1 January 2022 (for underground MRT stations / lines) On track

4.2.3 Network structure

TPG Singapore’s 4G mobile telecommunications network consists of three core components:

==> picture [455 x 31] intentionally omitted <==

----- Start of picture text -----

Network
component Description
----- End of picture text -----

Radio access	The RAN consists of various types of facilities including macro and small cell sites that connect
network (RAN)	mobile and wireless devices to the core network.
	TPG Singapore’s 4G RAN is built in compliance with the 3rd Generation Partnership Project (3GPP)
	standards. The 3GPP unites seven telecommunications standard development organisations to
	ensure there is a uniform standard for mobile telecommunications.
	TPG Singapore has deployed a number of modern network technologies to improve the effciency
	and performance of its RAN as described in Section 4.4.3.
Transmission	The fbre-based transmission network transports data from each cell site across Singapore to TPG
network	Singapore’s core network.
	TPG Singapore’s mobile network is also connected to the internet via Tier-1 Internet Protocol (IP)
	transit providers for direct internet access. Tier 1 refers to IP networks that can exchange traffc with
	every other major network on the internet. The direct access allows customers to enjoy benefts such
	as lower latency.
	Similarly, TPG Singapore has established peering with major peering hubs and technology
	companies including Singapore Internet Exchange (SGIX), Google, Facebook, Netfix and Amazon.
	Peering is the direct interconnection between TPG Singapore’s IP network and the other company’s
	network to gain economic, performance and traffc control benefts.
Core network	The core network authenticates and provides 4G packet data oriented services to the mobile
	subscribers. It is also the intelligent central routing network to manage all the mobile voice, data and
	internet connections between TPG Singapore’s mobile devices to other networks or to the internet.
	TPG Singapore’s 4G mobile core network is similarly based on 3GPP architecture. TPG Singapore’s
	core network infrastructure is deployed in two data centres connected to each other whereby each
	data centre has enough capacity to provide path redundancy for network traffc in the event one data
	centre should fail. Core functions at the data centres are provided with hardware redundancy as well
	as capacity resilience. These measures help to provide a high level of service resiliency to customers.

1. IMDA, ‘QoS Standards for 4G Services’, https://www.imda.gov.sg/-/media/Imda/Files/Regulation-Licensing-and-Consultations/Licensing/licenses/ Compliance-to-IDA-standards/QoS-standards-for-4G-services.pdf.

42 | TUAS LIMITED Information Memorandum

4.3 TPG Singapore’s strategy and business model

TPG Singapore owns and operates a national 4G mobile network in Singapore. The primary means by which TPG Singapore plans to generate revenue is by using its network infrastructure to provide mobile telecommunication services to the paying subscriber base which it is developing. TPG Singapore only started generating revenue from customers when it launched its first paid mobile service on 31 March 2020 (although TPG Singapore’s historical income statements do include some revenue which arose predominantly from interconnect agreements with other mobile network operators and from a one-off system implementation project).

TPG Singapore’s business strategy is to develop and operate a profitable mobile network in Singapore.

The key components to its business strategy are discussed in further detail below.

4.3.1 Customers

On 21 December 2018, TPG Singapore launched a free service trial allowing users to trial the 4G mobile network for free while TPG Singapore continued to enhance its network coverage and quality ahead of full commercial launch. Prior to the cessation of the free trial on 31 March 2020, TPG Singapore had approximately 412,000 subscribers on-boarded for the free trial.

TPG Singapore’s first paid plan was launched on 31 March 2020, and the number of new customers who had subscribed to that plan as at 30 April 2020 was approximately 7,000.

Also, following the end of the free trial period, TPG Singapore has begun taking steps to convert those subscribers who participated in the free trial to paying subscribers, and to acquire new subscribers. Consistent with TPG Australia’s previous market disclosures, Tuas expects that the TPG Singapore business will be EBITDA breakeven once it has acquired approximately 400,000 to 500,000 mobile subscribers which is approximately a 5% market share of Singapore’s total mobile subscribers.

As at 31 March 2020, approximately 186,000 free trial users had been given 60 days’ notice that their free trial period was ending and the free trial periods for the remaining free trial users will progressively expire over the remainder of 2020.

TPG Singapore’s customer acquisition strategy has been premised on delivering simplicity and value to consumers through what TPG Singapore considers to be competitive pricing and inclusions compared to equivalent offerings in the market, as well as competing through transparency, network quality and customer service.

TPG Singapore’s target subscriber base for its mobile services is Singapore residents and non-residents which include dependants, international students and foreign workers. TPG Singapore is seeking to grow its subscriber base by offering mobile services that have broad appeal to its target subscriber base. TPG Singapore’s initial marketing campaigns following the commercialisation of its mobile services are seeking to promote its offerings across the Singapore market, by setting a low price point for its 50 GB offering.

All of TPG Singapore’s mobile subscribers have been acquired through online channels with minimal customer acquisition costs. TPG Singapore’s customers commence their orders for mobile services online via the TPG Singapore website. Once an order confirmation is received, customers attend one of TPG Singapore’s SIM collection locations, which include TPG Singapore-branded stores, electronic retailers and pop-up booths near MRT stations.

4.3.2 Products

TPG Singapore is seeking to offer products to its target customer base that are highly competitive in terms of price and inclusions compared to other offerings in the market.

Following the end of its free trial and the commencement of its paid mobile servicing offering, TPG Singapore has one mobile service offering in the market that it believes provides consumers with good value (compared with other offerings in the market) and positions it to grow its paying subscriber base. TPG Singapore’s SIM-only 4G postpaid mobile plan for S$10 per 30 days includes:

• 50 GB of mobile data;

• 300 minutes of calls;

• 30 local SMS; and

• 1 GB of mobile roaming data to selected countries including Malaysia, Indonesia, the Philippines, Thailand and India.

However, TPG Singapore intends to continue to roll out new mobile service offerings in the future that seek to deliver a strong value proposition to customers.

TUAS LIMITED Information Memorandum | 43

4 Overview of the Tuas Group

4.3.3 Network infrastructure

TPG Singapore has constructed a national 4G mobile network in Singapore using modern technologies to provide a high quality mobile service to its customers.

As at the date of this Information Memorandum, TPG Singapore only directly supplies mobile telecommunication services to its customers. TPG Singapore currently does not have any wholesale arrangements with MVNOs. This means that TPG Singapore is the sole user of (and therefore exclusively derives the benefits from) its 4G mobile network infrastructure and network technologies, which it is able to use to deliver customers what TPG Singapore considers to be a unique value proposition. Being a direct supplier to customers has also allowed TPG Singapore to manage the end-customer relationship and build up customer goodwill.

Additionally, as a new entrant to the Singapore mobile services market, TPG Singapore considers that it has an advantage relative to incumbent MNOs of being able to deploy a network comprised of modern technology with no legacy networks and systems to support.

Tuas believes the combination of these factors allows TPG Singapore to leverage its cost advantage to deliver consumers what it considers to be a competitive mobile service offering in terms of price, inclusions, network coverage and service quality.

4.3.4 5G spectrum

Tuas considers that TPG Singapore’s modern 4G mobile network infrastructure is able to be efficiently upgraded to support 5G technology.

In February 2020, TPG Singapore submitted a proposal to IMDA to acquire 5G spectrum in the 3.5 GHz and mmWave bands under the IMDA’s 5G spectrum Call for Proposal.

On 17 February 2020, the IMDA announced that it had received three submissions under Call for Proposal – one each from TPG Singapore and Singtel, and a joint submission from StarHub and M1.

On 29 April 2020, the IMDA announced that TPG Singapore will not be allocated a licence for spectrum in the 3.5 GHz band.

TPG Singapore will look at all options to capitalise on new opportunities created by 5G, including working to negotiate a wholesale arrangement to acquire 5G capacity and/or possibly making use of mmWave spectrum.

4.4 Key benefits of TPG Singapore’s business model and strategy

4.4.1 Large total addressable market

Tuas believes the total addressable market for telecommunications services in Singapore is significant.

As of 2019, Singapore had a total population, including both residents and non-residents of 5.7 million. Fitch Solutions has forecast Singapore’s total population will grow to 6.2 million by 2025, representing a 0.7% CAGR from 2020 to 2025[2] .

In addition, Singapore has high mobile penetration rates which have averaged around 150% during the last four years. As at December 2019, Singapore’s mobile penetration rate had increased to 159% from 150% as at January 2019 as an increasing number of consumers owned more than one device.

4.4.2 Competitive mobile service offering

Tuas believes that the cost advantage provided by TPG Singapore’s modern 4G mobile network infrastructure and automated business support systems can be leveraged to deliver consumers what it considers to be a competitive mobile service offering in terms of price, inclusions, network coverage and service quality to grow its market share.

TPG Singapore was announced as the successful bidder at the NESA in December 2016. It has since made significant progress in building its 4G mobile network infrastructure. Unlike the incumbent MNOs, TPG Singapore does not have to support legacy 3G services and its associated circuit-based technologies, enabling it to be a more agile competitor.

1. Fitch Solutions, ‘Singapore Telecommunications Report: Includes 10-year forecasts to 2028’ (Q1 2020).

44 | TUAS LIMITED Information Memorandum

4.4.3 Modern network technologies

TPG Singapore’s modern nationwide 4G mobile network infrastructure allows it to deliver what it considers to be a high quality mobile service to its customers.

For example, being the newest 4G RAN network in Singapore, TPG Singapore has deployed several modern Long Term Evolution (LTE) technologies to deliver customers with fast and reliable internet access and high quality voice calls, including:

==> picture [455 x 19] intentionally omitted <==

----- Start of picture text -----

Technology Description
----- End of picture text -----

CloudRAN	The centralised processing of the CloudRAN architecture can reduce the number of base
	station sites, which in turn reduces power costs as less air conditioning and other on-site power
	consuming equipment is needed. CloudRan also has the beneft of improving capacity and
	spectral effciency.
Single Frequency	Compared to a Multi Frequency Network of a similar capability, a Single Frequency Network can
Network	offer improved spectrum effciency and network coverage.
Massive Multiple-	Massive MIMO is the next evolution of MIMO technology whereby a ‘massive’ number of
Input, Multiple-	antennas are used to receive data from and send data to multiple devices at the same time via
Output (MIMO)	the transmitter. Massive MIMO is able to leverage its antenna array to focus beams down to
	individual users to improve spectral effciency while radiating less power when transmitting data
	to improve energy effciency.
	The focusing of the antenna beams to individual users also reduces the beam width which
	has the added beneft of being able to track each user with a narrow signal beam to provide a
	better and more reliable connection compared to wide area signal technologies.
256-Quadrature	Quadrature Amplitude Modulation is the means by which a carrier signal transmits data and
Amplitude	information. The higher the number, the more unique waveform shapes there are, which means
Modulation	more data that can be transferred in one carrier signal. 256-QAM technology allows TPG
(256-QAM)	Singapore to achieve higher data rates and increase spectral effciency compared to older
	technologies such as 64-QAM and 16-QAM.
Carrier Aggregation	Carrier Aggregation is a technology that combines two or more carriers into one data channel
	to support wider bandwidth signals, which thereby enhances data rates and improves network
	performance.

4.4.4 Efficient pathway to 5G upgrade

Should TPG Singapore become able to use or obtain access to appropriate spectrum, TPG Singapore has what it considers to be an efficient pathway to upgrade its existing network infrastructure to support 5G technology.

TPG Singapore’s greenfield deployment of the latest generation of network equipment means the network is able to be efficiently upgraded to support 5G technology and the new revenue streams this could introduce such as Internet of Things.

Accordingly, TPG Singapore’s investment in the planning, design and construction of its 4G mobile network leaves it well prepared for a potential rollout of a 5G network should it obtain access to appropriate spectrum.

4.4.5 Experienced Tuas Board and Key Management

The Tuas Board and Key Management have extensive experience leading and operating companies in the telecommunications and IT industries.

Their industry expertise is also backed by a deep knowledge of the Singapore market, enabling them to manage TPG Singapore and help it work towards its growth agenda.

TUAS LIMITED Information Memorandum | 45

4 Overview of the Tuas Group

4.5 TPG Singapore’s funding arrangements

Prior to the demerger of the Tuas Group and implementation of the TPG Australia Scheme, TPG Australia intends to capitalise Tuas with incremental equity funding resulting in a total share capital balance of S$525 million. As at the Demerger Implementation Date, Tuas is expected to have cash or cash equivalents of approximately S$130 million.

Tuas believes that it will have sufficient cash reserves to meet fully the current obligations to complete the rollout of the TPG Singapore mobile network in Singapore and to fund the business plan to reach the expected operating EBITDA breakeven point.

If additional funding is required, Tuas believes that it will be able to raise additional equity or external debt financing given:

• the substantial nature of Tuas as a standalone entity (noting that as at the Demerger Implementation Date it is expected to have net assets of approximately S$500 million);

• it will be debt-free and will be separate from the existing liabilities of TPG Australia;

• TPG Singapore will be in the initial stages of generating revenue and moving towards EBITDA breakeven; and

• TPG Singapore will have a functioning and substantially complete mobile network.

4.6 Key suppliers to the TPG Singapore business

TPG Singapore has arrangements in place with various third parties to facilitate the construction and operation of its 4G mobile network in Singapore.

These arrangements include the following contracts, all of which have been entered into in the ordinary course of TPG Singapore’s business.

==> picture [455 x 19] intentionally omitted <==

----- Start of picture text -----

Contract type Summary
----- End of picture text -----

4G network rollout	TPG Singapore has a framework agreement in place with Huawei, which provides TPG
	Singapore’s RAN, mobile core network and network transmission equipment. This arrangement
	provides TPG Singapore with the equipment necessary for the construction and rollout of TPG
	Singapore’s modern 4G mobile network infrastructure in Singapore.
Roaming and	TPG Singapore has interconnection agreements in place with Singtel, M1 and StarHub – being
interconnection	the other MNOs in Singapore – which provide for interconnection and transmission of calls and
	messages for customers of TPG Singapore’s network.
National	TPG Singapore has an agreement in place with NetLink Trust, the owner and operator
broadband	of Singapore’s national fbre broadband network, which provides TPG Singapore and its
network	customers with access to the Singapore national broadband network.
	For connectivity requirements not covered by NetLink Trust, TPG Singapore has agreements in
	place with StarHub Limited and SPTel Pte Ltd.
Data centre	TPG Singapore has agreements in place to provide data centre hosting services for TPG
services	Singapore’s critical IT infrastructure and communications systems.

4.7 Demerger agreements

4.7.1 Separation Deed

TPG Australia and Tuas will enter into a Separation Deed to provide for the separation of the Tuas Group from the TPG Australia Group, subject to and with effect from the date of the distribution of the In-Specie Dividend. Under the Separation Deed, the Tuas Group will form a separate corporate group, operating on a standalone basis, and other TPG Australia subsidiaries, assets and liabilities which do not relate to the Tuas Group’s business will continue to be held by the TPG Australia Group.

46 | TUAS LIMITED Information Memorandum

Under the Separation Deed, each of TPG Australia and Tuas provide an indemnity in favour of the other that:

• the Tuas Group will have the entire economic benefit and risk of the Tuas Group’s business, and will assume all liabilities of that business (including all debt and guarantees provided by TPG Australia Group related to the Tuas Group’s business), as if Tuas had owned and operated that business at all times; and

• the TPG Australia Group (excluding the demerged Tuas Group) will have the entire economic benefit and risk of the TPG Australia Group business (excluding the Tuas Group’s business) and will assume all liabilities of that TPG Group Australia business as if it had operated and owned that business at all times.

In addition:

• Tuas will indemnify TPG Australia against any loss whatsoever in connection with the Demerger (including any taxes, duties and tax costs, grossed up for any taxes payable by TPG Australia on any such indemnity payment); and

• neither party will be liable for consequential or indirect losses or for any amount included (or otherwise taken account of or reflected in) the TPG Australia working capital or net debt calculations pursuant to the Scheme Implementation Deed.

4.7.2 Transitional Services Agreement

TPG Australia and Tuas will, prior to the implementation of the Demerger, also enter into the Transitional Services Agreement.

Under the Transitional Services Agreement:

• TPG Australia will provide certain services to the Tuas Group on a transitional basis, for up to three years from the Demerger Implementation Date, pending replication of those services by the Tuas Group; and

• TPG Australia will grant to Tuas a non-exclusive, royalty-free licence of the TPG brand and logo for up to two years from the Demerger Implementation Date, pending rebranding of the Tuas Group’s business by TPG Singapore.

The services to be provided by the TPG Australia Group to the Tuas Group under the Transitional Services Agreement include:

• provision of third party software;

• IT software and hardware support and maintenance;

• network services such as design, operation and access control configuration;

• value-added services support; and

• corporate telephony support services.

Tuas is required to pay TPG Australia’s fees for the transitional services, intended to cover TPG Australia’s costs in providing those services.

The Transitional Services Agreement will commence upon implementation of the Demerger and will continue until terminated in accordance with its terms. The agreement can be terminated by each of TPG Australia and Tuas in a number of circumstances, including for:

• material breach of the agreement which is not rectified within a specified period;

• insolvency of the other party; or

• convenience by Tuas only, by 30 days’ written notice to TPG Australia.

4.7.3 IP Deed

TPG Australia, TPG Holdings Pty Ltd, AAPT Limited, TPG Internet Pty Ltd, iiNet Limited and Tuas will, prior to the implementation of the Demerger, also enter into the IP Deed.

The purpose of the IP Deed is to permit TPG Australia and Tuas to share software developed prior to the date of the Demerger by one party, which is used in the business of the other party, to ensure TPG Australia and Tuas have continued access to such software.

Under the IP Deed, each of TPG Australia and Tuas (and any related bodies corporate of each of TPG Australia and Tuas who hold the relevant intellectual property rights) assign each other certain intellectual property rights in software to hold as co-owners following the Demerger.

No fees are payable by either party for the mutual assignment under the IP Deed and neither party has material continuing obligations under the IP Deed.

TUAS LIMITED Information Memorandum | 47

SECTION

48 | TUAS LIMITED Information Memorandum

5.1 Introduction

This Section 5 contains the following financial information of TPG Singapore:

• historical income statements for the 13 months from 1 July 2016 (date of incorporation) to 31 July 2017, the years ended 31 July 2018 and 31 July 2019, and the half years ended 31 January 2019 and 31 January 2020 (TPG Singapore Historical Statements of Comprehensive Income);

• historical statement of financial position as at 31 January 2020 (TPG Singapore Historical Statement of Financial Position); and

• historical statements of cash flows for the 13 months from 1 July 2016 (date of incorporation) to 31 July 2017, the years ended 31 July 2018 and 31 July 2019, and the half years ended 31 January 2019 and 31 January 2020 (TPG Singapore Historical Statements of Cash Flows),

(together, the TPG Singapore Historical Financial Information).

This Section 5 also contains the pro forma historical consolidated statement of financial position as at 31 January 2020 for the Tuas Group (Tuas Group Pro Forma Historical Statement of Financial Position), which, together with the TPG Singapore Historical Financial Information, is the Financial Information.

A number of figures, amounts, percentages, prices, estimates, calculations of value and fractions are subject to the effect of rounding. Accordingly, totals in tables may not add due to rounding.

The Financial Information should be read together with the risk factors set out in Section 7 and other information contained in this Information Memorandum.

5.2 Basis of preparation of the Financial Information

5.2.1 Overview

The Financial Information in this Section 5 is presented in abbreviated form and consequently does not contain all the presentation and disclosures that are usually provided in an annual report prepared in accordance with the Corporations Act.

The Financial Information is presented in Singapore dollars, which is TPG Singapore’s functional currency. As an ASX listed entity, Tuas’s consolidated financial statements will continue to be presented in Singapore dollars. All financial information presented in this Section 5 has been rounded to the nearest thousand Singapore dollars (unless otherwise stated).

The Tuas Directors are responsible for the preparation and presentation of the Financial Information.

5.2.2 Preparation of the TPG Singapore Historical Financial Information

The TPG Singapore Historical Financial Information for the 13 months from 1 July 2016 (date of incorporation) to 31 July 2017 has been extracted from the audited financial statements of TPG Singapore for the 13 months from 1 July 2016 to 31 July 2017. The TPG Singapore Historical Financial Information for the years ended 31 July 2018 and 31 July 2019 has been extracted from the audited financial statements of TPG Singapore contained in its Annual Report for the financial year ended 31 July 2019, including the comparative financial statements for the year ended 31 July 2018. The financial statements of TPG Singapore for the 13 months from 1 July 2016 to 31 July 2017 and for the financial year ended 31 July 2019 were audited by KPMG Singapore in accordance with the Singapore Standards on Auditing and on which KPMG Singapore provided unqualified audit opinions.

The TPG Singapore Historical Financial Information for the half years ended 31 January 2019 and 31 January 2020 has been extracted from the reviewed financial statements of TPG Singapore contained in its Condensed Interim Financial Report for the half year ended 31 January 2020, including the comparative financial statements for the half year ended 31 January 2019. The financial statements of TPG Singapore for the half year ended 31 January 2020 were reviewed by KPMG Singapore in accordance with the Singapore Standard on Review Engagements, and on which KPMG Singapore provided an unqualified review conclusion.

The Annual Report of TPG Singapore for the financial year ended 31 July 2019, and the Condensed Interim Financial Report of TPG Singapore for the half year ended 31 January 2020, are appended to this Information Memorandum in Appendices 1 and 2 respectively.

TUAS LIMITED Information Memorandum | 49

5 Financial Information

The TPG Singapore Historical Financial Information has been prepared in accordance with the measurement and recognition principles prescribed in Singapore Financial Reporting Standards (SFRS) and the significant accounting policies described in the Annual Report and Condensed Interim Financial Report disclosed in Appendices 1 and 2. With the exception of the adoption of FRS 116 Leases , the accounting policies applied by TPG Singapore in the preparation of the financial statements for the half year ended 31 January 2020 were the same as those applied in the financial statements for the year ended 31 July 2019. The impact the of the adoption (from 1 August 2019) of FRS 116 Leases on the financial statements for the half year ended 31 January 2020 is described in Note 3 (Significant Accounting Policies) of those financial statements (disclosed in Appendix 2 of this Information Memorandum).

As an ASX listed entity, Tuas’s consolidated financial statements will be prepared in accordance with Australian Accounting Standards. There are no differences between the SFRS and Australian Accounting Standards that have a material impact on the TPG Singapore Historical Financial Information.

5.2.3 Preparation of the Tuas Group Pro Forma Historical Statement of Financial Position

As described in Section 4.1, Tuas was incorporated on 11 March 2020, specifically for the purposes of the acquisition of TPG Singapore, the Demerger and ASX listing.

The Tuas Group Pro Forma Historical Statement of Financial Position has been prepared for illustrative purposes to provide an indication of the financial position of the Tuas Group as if the Demerger had been implemented on 31 January 2020. It does not purport to reflect the actual financial position of the Tuas Group at the date of the Demerger. The actual financial position of the Tuas Group in future periods will differ from the Tuas Group Pro Forma Historical Statement of Financial Position presented in this Section 5.

The pro forma adjustments in respect of the Tuas Group Pro Forma Historical Statement of Financial Position are as described in Section 5.5.2 (Pro Forma Adjustments).

The Tuas Group Pro Forma Historical Statement of Financial Position has been prepared in accordance with the measurement and recognition principles prescribed in Australian Accounting Standards, other than that it is presented on a pro forma basis as if the Demerger had already occurred.

For accounting purposes, the acquisition of TPG Singapore by Tuas is deemed to be a common control transaction as both Tuas and TPG Singapore were wholly-owned subsidiaries of TPG Australia at the time of acquisition. Accordingly, Tuas will recognise the assets and liabilities of TPG Singapore at book value at the time of acquisition. There will not be any requirement to undertake a purchase price allocation exercise to recognise the TPG Singapore assets and liabilities at fair value that would otherwise be required under AASB 3 Business Combinations .

KPMG Transaction Services was appointed as the Investigating Accountant to prepare an Investigating Accountant’s Report in respect of the Tuas Group Pro Forma Historical Statement of Financial Position, a copy of which is included in Section 8.

50 | TUAS LIMITED Information Memorandum

5.3 TPG Singapore Historical Statements of Comprehensive Income

5.3.1 TPG Singapore Historical Statements of Comprehensive Income

The TPG Singapore Historical Statements of Comprehensive Income are presented in Table 5.3.1.1.

Table 5.3.1.1: TPG Singapore Historical Statements of Comprehensive Income

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----- Start of picture text -----

13 months
ended Year ended Year ended Half year ended Half year ended
S$’000 31 July 2017 31 July 2018 31 July 2019 31 January 2019 31 January 2020
----- End of picture text -----

Revenue	–	–	16	–	1,005
Network, carrier and hardware costs	–	–	–	–	(298)
Employee benefts expense	(108)	(385)	(1,165)	(356)	(969)
Other expenses	(203)	(1,042)	(1,441)	(458)	(1,070)
Earnings before interest, tax, impairment,
depreciation and amortisation	(311)	(1,426)	(2,589)	(814)	(1,332)
Depreciation of plant and equipment	(8)	(86)	(187)	(85)	(451)
Amortisation of intangibles	–	–	(11)	(4)	(7)
Results from operating activities	(319)	(1,513)	(2,787)	(904)	(1,790)
Net fnancing (costs)/income	–	–	–	18	(17)
Loss before income tax	(319)	(1,513)	(2,787)	(885)	(1,807)
Tax income/(expense)	54	257	276	(48)	307
Loss after tax and total comprehensive
income for the year/period	(264)	(1,255)	(2,511)	(933)	(1,500)

TUAS LIMITED Information Memorandum | 51

5 Financial Information

5.4 TPG Singapore Historical Statements of Cash Flows

5.4.1 TPG Singapore Historical Statements of Cash Flows

The TPG Singapore Historical Statements of Cash Flows are presented in Table 5.4.1.1 below.

Table 5.4.1.1: TPG Singapore Historical Statements of Cash Flows

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----- Start of picture text -----

13 months
ended Year ended Year ended Half year ended Half year ended
S$’000 31 July 2017 31 July 2018 31 July 2019 31 January 2019 31 January 2020
----- End of picture text -----

Cash fows from operating activities
Cash receipts from customers	–	–	–	–	1,028
Cash paid to suppliers and employees	(2,178)	(1,572)	(2,683)	(1,577)	(2,728)
Tax paid	–	–	–	–	–
Net cash used in operating activities	(2,178)	(1,572)	(2,683)	(1,577)	(1,700)
Cash fows from investing activities
Acquisition of property, plant and equipment	(1,164)	(63,260)	(80,632)	(43,456)	(63,302)
Acquisition of intangibles (incl spectrum)	(130,183)	(224)	(2,485)	(1,150)	(917)
Net cash used in investing activities	(131,347)	(63,484)	(83,117)	(44,607)	(64,220)
Cash fows from fnancing activities
Proceeds from issue of share capital	1,000	–	–	–	–
Proceeds from issue of convertible notes	133,585	80,650	69,997	30,575	68,923
Repayment of lease liabilities	–	–	–	–	(346)
Finance costs paid	–	–	–	–	(17)
Net cash from fnancing activities	134,585	80,650	69,997	30,575	68,560
Net increase/(decrease) in cash and cash
equivalents	1,060	15,594	(15,802)	(15,608)	2,641
Cash and cash equivalents at beginning of
the year/period	–	1,060	16,654	16,654	851
Cash and cash equivalents at end of the
year/period	1,060	16,654	851	1,046	3,492

5.5 Management commentary on TPG Singapore’s historical financial performance

TPG Singapore’s focus to-date has been on the construction of its mobile network. The launch of paid mobile services by TPG Singapore did not occur until the end of March 2020. Accordingly, the TPG Singapore Historical Financial Information presented above includes no customer revenue. The revenue shown for the half year ended 31 January 2020 arose predominantly from interconnect agreements with other MNOs and from a one-off system implementation project.

Most of TPG Singapore’s expenditure to-date has been on network infrastructure and spectrum (shown in Table 5.4.1.1 as ‘Acquisition of property, plant and equipment’, and ‘Acquisition of intangibles’ respectively).

Expenditure incurred by TPG Singapore to-date that does not directly relate to the construction of the mobile network is reflected within employee benefits and other expenses in Table 5.3.1.1 and as cash paid to suppliers and employees under operating activities in Table 5.4.1.1. These items include employee expenses, administrative and other professional services expenses, marketing and IT expenses, rent and other overheads incurred in operating the business.

52 | TUAS LIMITED Information Memorandum

Spectrum and network assets are accounted for on a historical cost basis. Expenses directly attributable to building the network were capitalised throughout the network construction phase and depreciation only commenced from the date of commercial launch at the end of March 2020.

In order to fund the expenditure on spectrum, the mobile network build and other expenses to-date, TPG Singapore has issued convertible notes to TPG Australia.

5.5.1 TPG Singapore Historical Statement of Financial Position and Tuas Group Pro Forma Historical Statement of Financial Position

The TPG Singapore Historical Statement of Financial Position and the Tuas Group Pro Forma Historical Statement of Financial Position are set out in Table 5.5.1.1.

Table 5.5.1.1: TPG Singapore Historical Statement of Financial Position and Tuas Group Pro Forma Historical Statement of Financial Position

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----- Start of picture text -----

TPG Singapore Tuas Group Pro
Historical Statement Conversion of Forma Historical
of Financial Position TPG Australia Capitalisation of Statement of
S$’000 at 31 January 2020 Convertible Notes Tuas Group Financial Position
----- End of picture text -----

Cash and cash equivalents	3,492	–	170,844	174,336
Other receivables	2,143	–	–	2,143
Trade receivables	47	–	–	47
Inventory	67	–	–	67
Total Current Assets	5,749	–	170,844	176,593
Plant and equipment	210,897	–	–	210,897
Right-of-use assets	742	–	–	742
Intangible assets	134,777	–	–	134,777
Deferred tax assets	900	–	–	900
Other receivables	645	–	–	645
Total Non-Current Assets	347,961	–	–	347,961
Total Assets	353,710	–	170,844	524,554
Convertible notes	353,156	(353,156)	–	–
Trade and other payables	4,190	–	–	4,190
Lease liabilities	711	–	–	711
Total Current Liabilities	358,057	(353,156)	–	4,901
Lease liabilities	60	–	–	60
Other payables	152	–	–	152
Total Non-Current Liabilities	212	–	–	212
Total Liabilities	358,269	(353,156)	–	5,113
Net Assets	(4,559)	353,156	170,844	519,441
Share capital	1,000	353,156	170,844	525,000
Accumulated losses	(5,559)	–	–	(5,559)
Total Equity	(4,559)	353,156	170,844	519,441

TUAS LIMITED Information Memorandum | 53

5 Financial Information

5.5.2 Pro Forma Adjustments to the TPG Singapore Historical Statements of Financial Position

The Pro Forma Adjustments made to the TPG Singapore Historical Statement of Financial Position to derive the Tuas Group Pro Forma Historical Statement of Financial Position are as follows:

• Conversion of TPG Australia Convertible Notes: Prior to the Demerger, the total outstanding TPG Australia Convertible Notes will be converted to equity, leaving no TPG Convertible Notes outstanding and increasing TPG Singapore’s equity by the amount of the converted Convertible Notes. This Pro Forma Adjustment above reflects the impact of this conversion on the TPG Singapore Historical Statement of Financial Position as if it had occurred at 31 January 2020. It should be noted that the amount of the outstanding Convertible Notes at the date of the Demerger will be higher than it was at 31 January 2020 as further funding will be provided by TPG Australia between 31 January 2020 and the date of Demerger; and

• Capitalisation of the Tuas Group: As described in Section 4.5, prior to the Demerger and implementation of the TPG Australia Scheme, TPG Australia intends to capitalise Tuas with incremental equity funding resulting in a total share capital balance of S$525 million. This Pro Forma Adjustment reflects the impact of this capitalisation on the Tuas Group Pro Forma Historical Statement of Financial Position as if it had occurred at 31 January 2020. The resulting pro forma cash balance of S$174.3 million shown in the Tuas Group Pro Forma Historical Statement of Financial Position is higher than the amount of cash that the Tuas Group is expected to have available at the date of implementation of the Demerger due to the fact that cash will have been used to fund TPG Singapore’s activities between 31 January 2020 and implementation of the Demerger. As stated in Section 4.5, it is expected that the Tuas Group will have approximately S$130 million of cash as at implementation of the Demerger.

5.6 Additional corporate and operating costs

Following the Demerger, Tuas will incur new governance related expenses arising from the establishment of a board of directors. In addition, Tuas will incur costs associated with being a publicly listed company such as ASX listing fees.

The costs to TPG Singapore of the transitional services described in Section 4.7.2 are not expected to increase the costs TPG Singapore has already anticipated in its business plan. Accordingly, TPG Singapore does not expect to incur incremental costs upon the cessation of the Transitional Services Agreement.

5.7 Dividend policy

The Tuas Directors will make a determination of the level of dividends to be paid each reporting period, taking into account Tuas’s financial performance and funding position and a range of forward looking factors.

Subject to market conditions, there is currently no intention to pay any dividends as TPG Singapore finishes its network rollout to satisfy its performance obligations imposed as part of the NESA.

54 | TUAS LIMITED Information Memorandum

SECTION

TUAS LIMITED Information Memorandum | 55

6 Key people, interests and benefits

6.1 Board of directors and management team

The Tuas Board and Tuas’s management team have extensive experience leading and operating companies in the telecommunications and IT industries. Their industry expertise is also backed by a deep knowledge of the Singapore market.

The experience of the Tuas Board and Key Management personnel has been described below.

6.1.1 Tuas Board

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----- Start of picture text -----

Name Experience
----- End of picture text -----

David Teoh	David Teoh is the founder and Managing Director of TPG Australia and has been the
Executive Chairman	chairman of TPG Australia since 2008.
	Upon implementation of the TPG Australia Scheme, it is proposed that David will be the
	chairman of the merged VHA-TPG group.
Robert Millner	Robert Millner has been a director of TPG Australia since 2000 and is also a director of
Non-Executive Director	the following public companies: BKI Investment Company Ltd, Apex Healthcare Berhad
	(Malaysia), Australian Pharmaceutical Industries Ltd, Milton Corporation Ltd, Brickworks Ltd,
	New Hope Corporation Ltd and Washington H Soul Pattinson and Company Ltd.
Jack Teoh	Jack Teoh is a businessman with shareholding and management interests in a number of
Non-Executive Director	companies operating in wide ranging industries. He is the managing director of Oscar Wylee
	Pty Ltd, a successful optometrist and spectacle retailer with over 65 outlets in Australia and
	overseas.
Sarah Kenny	Sarah Kenny is an accomplished and experienced legal adviser and director, having a
Non-Executive Director	20 year career as a partner with global law frm Herbert Smith Freehills, with whom she
	continues to work as a consultant. During that time, she specialised in providing complex
	legal advice in wide ranging issues including technology, telecommunications and media,
	outsourcing, intellectual property, gaming and wagering, sport and sports infrastructure
	projects and major events, property, regulated industries, fnancial services, governance
	and compliance. She held a number of leadership roles including the Head of the Sydney
	Corporate Group.
	She was a board member of the ASX listed Propertylink Group from 2017, on which she
	flled roles on the Audit and Risk and the Remuneration and Nomination committees.
	Sarah is a Graduate member of the Australian Institute of Company Directors.
Alan Latimer	Alan Latimer (BCom, CA) had a long career as a well-regarded business manager until
Non-Executive Director	retiring from day-to-day professional life in late 2014. Alan was Chief Financial Offcer for
	the TPG Holdings group of companies from the 1990s and held fnancial and operational
	responsibilities with that group until his retirement. From the time the TPG Australia Group
	became listed on the ASX in 2008 until his retirement, Alan was an Executive Director on
	the board of TPG Australia. Over that career, Alan assisted with the growth of the TPG
	Australia Group from being an assembler and distributor of personal computers and
	other technology equipment through the early days of the internet to being a national
	carriage service provider selling voice, internet and mobile services to Australian residential,
	business, and government customers.
Clare Craven	Clare Craven has over 20 years’ company secretarial, legal and commercial experience,
Company Secretary	including multi-jurisdictional practice as both a company secretary and lawyer.
	Clare joined Company Matters Pty Ltd in August 2019 from Westpac Banking Corporation
	(Westpac), where Clare was the Head of Westpac Secretariat & Projects. Clare commenced
	with Westpac in 2007, and worked in a number of senior roles in the secretariat division.
	Prior to joining Westpac, Clare was a company secretarial consultant for a number of private
	and public (included listed) companies in the fnancial services, construction, insurance and
	health services sectors, and prior to that was a solicitor.
	Clare is admitted to the Supreme Court of New South Wales as a Solicitor, is a Fellow of
	the Governance Institute of Australia and a Graduate Member of the Australian Institute of
	Company Directors.

56 | TUAS LIMITED Information Memorandum

6.1.2 Management team

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Name Experience
----- End of picture text -----

David Teoh	See Section 6.1.1.
Executive Chairman
Richard Tan	Richard has 30 years of experience in the telecommunications and IT industries. He has
Chief Executive Offcer	held senior leadership positions in companies such as Singtel Ltd, PT Telekomunikasi
and General Manager	Selular and PT Smartfren. He is also an independent director of SGX-listed Asian Pay
	Television Trust.
	Richard holds a Bachelor of Engineering in Electrical Engineering (Honours), a Master of
	Science in Electrical Engineering, as well as a Graduate Certifcate in International Arbitration
	from the National University of Singapore.
Harry Wong	Harry has over 20 years of experience in accounting, fnancial planning and analysis.
Head of Finance	Prior to joining TPG Singapore in August 2019, Harry worked at Singtel for approximately
	10 years where he was a senior fnance manager. Prior to that, Harry held the position of
	fnancial analyst at various technology companies after starting his career as an auditor at
	Deloitte & Touche.
	Harry holds a Bachelor of Accountancy and is a CPA qualifed practitioner.
Benjamin Tan	Benjamin has over 20 years of experience in telecommunications, technology and security.
Head of Technology	Prior to joining TPG Singapore in January 2020, Benjamin was a managing director at both
and Security	MNF Group and SuperInternet in Singapore. Benjamin was also previously a past member
	of the board of directors of Singapore Internet Exchange (SGIX).
	Benjamin holds a Bachelor of Law from the National University of Singapore.
Ng Chong Teck	Chong Teck has over 40 years of experience in the telecommunications industry both in
Head of Network	Singapore and overseas heading up network implementations and operations. Prior to
Operations	joining TPG Singapore in March 2018, Chong Teck was responsible for the 2G/3G/4G rollouts and RAN operations at StarHub. Prior to that, Chong Teck spent under fve years at
	Hutchison Paging as a manager in radio engineering, and approximately 10 years at Singtel
	as an associate engineer.

6.1.3 TPG Singapore Board

TPG Singapore is the primary operating subsidiary of the Tuas Group. The TPG Singapore Board will be comprised of the following directors:

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----- Start of picture text -----

Name Experience
----- End of picture text -----

David Teoh	See Section 6.1.1.
Frederick Ronald	Raj has a degree in Communications Engineering and has enjoyed a career spanning more
Rajkumar Masillamoni	than 30 years in senior technical and engineering roles in various IT companies.
(Raj)	Raj has been a non-executive director of TPG Singapore since its establishment in 2016.

TUAS LIMITED Information Memorandum | 57

6 Key people, interests and benefits

6.2 Interests and benefits of Tuas Directors and Key Management

This Section 6.2 sets out the nature and extent of the interests and fees of Tuas Directors and Key Management.

Except as set out in this Information Memorandum:

• no Tuas Director or proposed Tuas Director of Tuas has any interest or has had any interest during the last two years, in the formation or promotion of Tuas, in property acquired or proposed to be acquired by Tuas in connection with its formation or promotion, or in the Demerger; and

• no amount has been paid or agreed to be paid, and no benefit has been given, or agreed to be given, to any such person in connection with the services provided by the person in connection with the formation or promotion of Tuas or TPG Singapore, or the Demerger.

6.2.1 Directors’ interests and remuneration

6.2.1.1 Remuneration of Non-Executive Directors

Prior to the date of this Information Memorandum, each of the Non-Executive Directors has entered into appointment letters with Tuas, confirming the terms of their appointments, their roles and responsibilities and Tuas’s expectations of them as Tuas Directors.

Under the Tuas Constitution, the Tuas Board may decide the total amount paid by Tuas to each Tuas Director as remuneration for their services as a Tuas Director. However, under the Tuas Constitution and the ASX Listing Rules, the total amount of fees paid to all Non-Executive Directors in any financial year must not exceed the aggregate amount of Non-Executive Directors’ fees approved by Tuas Shareholders at the Tuas general meeting.

This amount has been fixed by Tuas at A$500,000 per annum.

As at the date of this Information Memorandum, the annual base fee agreed to be paid by Tuas to each of the Non-Executive Directors is A$65,000.

Non-Executive Directors will also be paid Committee fees of A$10,000 per year for each Committee of which they are a member or A$20,000 if they are Chair of the Committee.

All Non-Executive Directors’ fees are exclusive of statutory superannuation contributions.

6.2.1.2 Remuneration of Executive Chairman

David Teoh is appointed Executive Chairman. See Section 6.2.2.1 below for further details of his remuneration.

6.2.1.3 Deeds of indemnity, insurance and access

Tuas has entered into deeds of indemnity, insurance and access with each Tuas Director. Each deed contains a right of access to certain books and records of Tuas and its related bodies corporate for a period of seven years after the Tuas Director ceases to hold office, on receiving reasonable notice from the Tuas Director. This seven year period is extended where certain proceedings or investigations commence during the seven year period but are not resolved until later.

Pursuant to the Tuas Constitution, Tuas must indemnify the Tuas Directors and executive officers on a full indemnity basis and to the full extent permitted by law against all losses, liabilities, costs, charges and expenses incurred by those individuals as officers of Tuas or its related body corporate. Under the deeds of indemnity, insurance and access, Tuas indemnifies and has agreed to keep indemnifying, each Tuas Director on a full indemnity basis and to the full extent permitted by law, against all losses or liabilities (including all reasonable legal costs) incurred by the Tuas Director as an officer of Tuas or of its related body corporate during or after the period during which the Tuas Director holds office as a director of Tuas.

Pursuant to the Tuas Constitution, Tuas may purchase and maintain insurance for each Tuas Director and executive officer of Tuas to the full extent permitted by law against any liability incurred by those individuals in their capacity as officers of Tuas or its related body corporate. Under the deeds of indemnity, insurance and access, Tuas must maintain such insurance for each Tuas Director for the period during which the Tuas Director holds office as a director of Tuas and for a period of seven years after a Tuas Director ceases to hold office. This seven year period is extended where certain proceedings or investigations commence during the seven year period but are not resolved until later.

58 | TUAS LIMITED Information Memorandum

6.2.1.4 Other information

Tuas Directors are entitled to be paid for travel and other expenses incurred in attending to Tuas’s affairs, including attending and returning from general meetings of Tuas or meetings of the Tuas Board or Committees of the Tuas Board. Any Tuas Director who performs extra services, makes any special exertions for the benefit of Tuas or who otherwise performs services which, in the opinion of the Tuas Board, are outside the scope of the ordinary duties of a Tuas Director, may be remunerated for the services (as determined by the Tuas Board) out of the funds of Tuas. These amounts are in addition to the fees set out in Section 6.2.1.1.

Tuas does not pay benefits (other than statutory entitlements) on retirement to Non-Executive Directors.

6.2.1.5 Directors’ shareholdings

The Tuas Directors’ shareholding in TPG Australia Shares as at the date of this Information Memorandum and the Tuas Shares they will receive through the In-Specie Dividend (assuming they do not dispose of any relevant interest in any TPG Australia Shares between the date of this Information Memorandum and the In-Specie Dividend Record Date) are set out in the table below.

Director	TPG Australia Shares held (directly and through Associates)	Tuas Shares that will be held after the In-Specie Dividend (directly and through Associates)
David Teoh	318,315,608	159,157,804
Robert Millner	8,300,009	4,150,005
Jack Teoh	nil	nil
Sarah Kenny	nil	nil
Alan Latimer	nil	nil

6.2.2 Key Management’s interests and remuneration

6.2.2.1 Remuneration of Executive Chairman

The Tuas Board recognises the importance at this early stage of development of the TPG Singapore business of having talented and experienced managers to drive the business to achieving its objectives. Tuas is fortunate to have secured the agreement of David Teoh to fill an Executive Chairman role. David will be able to bring his many years of experience as an entrepreneur and manager in the telecommunications industry to benefit Tuas and TPG Singapore.

David will be employed by Tuas on a typical form of employment contract which will be terminable by either party on three months’ written notice. His initial agreed annual remuneration will be A$150,000 plus superannuation up to the amount required under the Superannuation Guarantee (Administration) Act 1992 (Cth). He will be reimbursed for expenses properly incurred and evidenced. Remuneration payable to the Executive Chairman will be reviewed annually and fixed by the Tuas Board.

His employment contract will be in relatively typical terms, giving the Executive Chairman rights to four weeks annual leave and sick leave required by law. No incentive scheme has been put in place at the date of this Information Memorandum and the employment contract does not contain any provision for termination benefits other than as required by law.

TUAS LIMITED Information Memorandum | 59

6 Key people, interests and benefits

6.2.2.2 Remuneration of Chief Executive Officer

Details regarding the terms of employment of the Chief Executive Officer, Richard Tan, are set out below:

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----- Start of picture text -----

Term Description
----- End of picture text -----

Employer	Richard is employed by TPG Singapore.
Remuneration	Richard is entitled to receive annual fxed remuneration of S$650,000 (inclusive of base salary and
and other	superannuation). Richard is also provided with certain insurance and car allowance benefts by TPG
benefts	Singapore.
	TPG Singapore may pay additional benefts to Richard in its absolute discretion.
Incentives	Richard is entitled to a cash bonus of S$300,000 each year, subject to achieving performance
	metrics set by TPG Singapore. Eligibility for this bonus is determined by TPG Singapore.
Termination	Under his employment contract, either Richard or TPG Singapore can terminate Richard’s
	employment by giving the other party two months’ notice (or by TPG Singapore making payment in
	lieu of notice for part or all of the notice period).
	TPG Singapore may terminate Richard’s employment contract without notice in certain
	circumstances, including where he engages in serious misconduct, refuses or fails to comply with a
	lawful and reasonable directive of TPG Singapore, or engages in any fraudulent or dishonest conduct.
	All payments on termination will be subject to the termination benefts cap under the Corporations Act.
Restraints	While Richard is employed with TPG Singapore, Richard is restricted from participating in business
	activities or accepting director positions outside of the Tuas Group other than with the Executive
	Chairman’s consent.

6.2.2.3 Key Management’s shareholdings

The Key Management’s shareholding in TPG Australia Shares as at the date of this Information Memorandum and the Tuas Shares they will receive through the In-Specie Dividend (assuming they do not dispose of any relevant interest in any TPG Australia Shares between the date of this Information Memorandum and the In-Specie Dividend Record Date) are set out in the table below.

Key Management	TPG Australia Shares held (directly and through associates)	Tuas Shares that will be held after the In-Specie Dividend (directly and through Associates)
David Teoh	See above at Section 6.2.1.5.	See above at Section 6.2.1.5.
Richard Tan	nil	nil

6.2.3 Employee remuneration and incentives

The Tuas Group has approximately 105 full-time employees who are based primarily in Singapore and are employed by TPG Singapore. The Tuas Group’s employees are not subject to collective bargaining agreements.

6.2.3.1 Employment agreements

TPG Singapore’s senior executives are currently employed under written employment agreements governed by Singapore law.

Each of these agreements is generally terminable for convenience, with notice, which means that either the employee or the company may terminate the employment relationship with notice at any time. The employment agreements provide the terms of the remuneration which may be conferred on the employees during their period of employment (such as base salary, performance bonuses, participation in incentive plans, and severance payments and benefits).

The employment agreements typically include customary provisions governed by Singapore law relating to the nondisclosure of confidential information, non-solicitation of employees and confirming that all products, inventions and intellectual property developed during the term of the employee’s employment is owned by their employer.

Refer to Section 6.2.2 for a summary of the key terms of the Key Management employment agreements.

60 | TUAS LIMITED Information Memorandum

6.2.3.2 Principles of remuneration

The principal remuneration objectives of TPG Singapore are to:

• fairly reward executives having regard to their individual performance against agreed objectives, the overall performance of the TPG Singapore business and the external compensation environment in which TPG Singapore operates;

• enable TPG Singapore to attract and retain key executives capable of contributing to the development of TPG Singapore’s business, who will create sustainable value for shareholders and other stakeholders; and

• appropriately align the interests of executives with shareholders.

The remuneration provided to TPG Singapore executives takes into account the highly competitive and rapidly changing nature of the mobile communications industry in Singapore so as to attract and retain the best talent available.

The remuneration for Key Management is set out above at Section 6.2.2.

For other TPG Singapore executives, remuneration currently predominantly comprises fixed salaries only. Fixed salaries are reviewed annually and advised to the executive. Fixed salary levels are benchmarked regularly against competitors. All executives are paid in Singapore dollars.

Following implementation of the Demerger, Tuas expects to develop an incentive scheme to closely align executives’ remuneration with shareholder interests.

6.3 Corporate governance

6.3.1 Overview

The Tuas Board recognises its responsibility for the proper management of Tuas and TPG Singapore and is committed to maintaining a high standard of corporate governance.

The Tuas Board is comprised of five directors. Further information relating to the Tuas Directors is set out in Section 6.1.1 of this Information Memorandum.

Tuas’s corporate governance practices are described below.

6.3.2 ASX Principles

Tuas has applied for admission to the Official List and for Official Quotation of the Tuas Shares on ASX. Accordingly, Tuas has reviewed the ASX principles for listed entities developed and released by the ASX Corporate Governance Council (ASX Principles). The ASX Principles set out a number of corporate governance recommendations and listed entities are required to report on an “if not, why not” basis. In accordance with the ASX Principles, Tuas has prepared a corporate governance statement which discloses the extent to which it complies with the ASX Principles.

As at the date of this Information Memorandum, Tuas intends to follow all of the ASX Principles except as disclosed below.

Independent Chairman and number of independent directors

Tuas notes the Recommendation in the ASX Principles that listed companies should have an independent director as Chairperson. David Teoh, the Executive Chairperson, is not independent as he is a substantial shareholder of Tuas. The Tuas Board is of the view that the depth of experience and understanding that David Teoh has of the Tuas Group and of the industry in which the Tuas Group operates provides benefits that exceed those that may flow from having an independent non-executive director.

Tuas believes that each director brings an independent mind and judgement to bear on all Tuas Board decisions, notwithstanding that the Chairperson and a majority of the Tuas Board are not independent. All directors are able to and do review and challenge the assumptions and performance of management to ensure decisions taken are in the best interests of the Tuas Group.

Nomination committee

The Tuas Board does not have a nomination committee. Rather, the Tuas Board will act as the nominations committee and as such has responsibility for the selection and appointment of directors, undertaking evaluation of the Tuas Board’s performance and developing and implementing a plan for identifying, assessing and enhancing directors’ competencies.

When considering a new director appointment, the Tuas Board will give consideration to achieving an appropriate balance of professional skills, experience, independence, expertise and diversity on the Tuas Board.

TUAS LIMITED Information Memorandum | 61

6 Key people, interests and benefits

Diversity Policy

Tuas’s Code of Conduct provides that all employees must treat all other employees and potential employees according to their skills, qualifications, competencies and potential and must not discriminate on the basis of race, religion, gender, sexual preference, age, marital status or disability. The following guidelines have been established to ensure compliance with the Code of Conduct:

• selection of new staff, development, promotion and remuneration are on the basis of performance and capability;

• training and development are offered across the Tuas Group including external technical courses, mentoring and secondments, in order to develop a diverse and skilled workforce; and

• reporting to senior management by managers and supervisors takes place in relation to employment issues, and review and analysis of exit interviews is undertaken to identify any discrimination related issues.

Aside from the guidelines set out above, Tuas has not established measurable objectives for gender diversity in the workforce and does not have a separate written diversity policy.

With regard to gender diversity, the Tuas Group has a healthy mix, with the proportion of female employees at the end of FY19 being 33%. The proportion of management positions held by female employees is currently approximately 21%. Furthermore, Tuas notes that there will be one female director on the Tuas Board.

Induction program for directors

Given that the Tuas Board will only have been recently constituted following the Demerger, Tuas has not felt it necessary to develop a formal induction program or professional development program for directors.

However, any new Tuas Board member would receive an induction briefing from the company secretary or Chief Executive Officer introducing the Tuas Board member to the management accounts, board pack information, key risks and future objectives of Tuas.

6.3.3 Board composition

The Tuas Board will, upon implementation of the Demerger, consist of two independent Non-Executive Directors, being Alan Latimer and Sarah Kenny.

The Tuas Directors will determine the size of the Tuas Board subject to the Tuas Constitution and applicable laws under the Corporations Act. Pursuant to the Tuas Constitution, the number of directors on the Tuas Board must be no less than three and no more than 10.

The Tuas Board believes that maximum value for shareholders is best served with a board composition of five directors with four being non-executive directors, of whom two are independent.

6.3.4 Board Charter

The Tuas Board is structured in accordance with the Tuas Constitution through which it derives its power to manage the Tuas Group. The Tuas Board has overall responsibility for the corporate governance of the Tuas Group to optimise performance and shareholder value within an appropriate framework of risk assessment and management.

The primary functions of the Tuas Board, include, among other things:

• overseeing the Tuas Group’s businesses, including systems and controls;

• appointing and removing, as well as determining remuneration of, the Chief Executive Officer;

• reviewing and approving the Tuas Group’s strategic business plans and financial objectives;

• overseeing the risk management and reporting systems of the Tuas Group and monitoring compliance;

• protecting the Tuas Group’s financial position and ensuring its ability to meet financial obligations;

• ensuring compliance with legal and regulatory frameworks within which the Tuas Group operates;

• selecting external auditors and ensuring the Tuas Group’s accounts comply with relevant accounting standards;

• ensuring appropriate resources are available to management;

• ensuring open and timely communication between the Tuas Group, its shareholders and stakeholders and the public; and

• approving and monitoring major capital expenditure, capital management and strategic acquisitions or divestitures.

62 | TUAS LIMITED Information Memorandum

While the Tuas Board has delegated the day-to-day management of the business to executive management, a number of matters are reserved for the collective decision making of the Tuas Board. These include, among other things, nomination and remuneration of Tuas Directors, succession planning and corporate governance matters.

The Tuas Board has also delegated some of its functions to Committees, although overall responsibility for those Committees, including the matters referred to them, rests with the Tuas Board.

Copies of the Tuas Board Charter and the charters of the Committees will be available at www.tuas.com.au after ASX listing.

6.3.5 Board committees

To assist it in carrying out its responsibilities, the Tuas Board will establish an Audit & Risk Committee and a Remuneration Committee.

Audit & Risk Committee

The Audit & Risk Committee will assist in the oversight and review of the financial, operational and risk management of the Tuas Group’s activities.

The Audit & Risk Committee has responsibility for ensuring the integrity of the financial reporting process, the risk management system, internal reporting and controls, management of strategic and major financial and operational risks and the external audit process based on sound principles of accountability, transparency and responsibility.

The Audit & Risk Committee will meet at least twice a year or more if so required, to assess matters within its responsibility as stipulated in the Audit & Risk Committee Charter. The Chairperson of the Audit & Risk Committee may invite such other persons as he or she deems appropriate, to attend the meetings, including external auditors or professional advisers. Minutes of these meetings shall be taken by the Secretary of the Audit & Risk Committee and distributed to the Tuas Board.

The Audit & Risk Committee will comprise three Non-Executive Directors, two of whom are independent. It is proposed that Alan Latimer will be the Chairperson of the Audit & Risk Committee.

Copies of the Audit & Risk Committee Charter will be available at www.tuas.com.au after ASX listing.

Remuneration Committee

The Remuneration Committee will be responsible for reviewing and making recommendations to the Tuas Board on remuneration packages and policies applicable to executives and directors.

The Remuneration Committee will meet as required throughout the year. The Remuneration Committee will comprise three Non-Executive Directors, two of whom are independent.

It is proposed that Sarah Kenny will be the Chairperson of the Remuneration Committee.

6.3.6 Corporate governance policies

Tuas has adopted a number of corporate governance policies, which it has prepared in accordance with ASX Principles. In order to best serve the Tuas Group’s business needs, and to remain aligned with best market practice, these policies will be regularly reviewed, developed and refined.

These policies will be available at www.tuas.com.au after ASX listing.

Code of Conduct

Tuas has a commitment to ethical, responsible and honest business practice. To uphold these values, Tuas has adopted a Code of Conduct which establishes the ethical standards of conduct and behaviour expected of directors, officers, employees and contractors of the Tuas Group in their business dealings. The ethical framework in the Code of Conduct encourages an environment of professionalism where the highest standards are maintained in the interests of the Tuas Group and its customers, shareholders, directors, officers, employees and contractors collectively.

Market Disclosure Policy

Tuas is committed to ensuring that the market is informed of all material information concerning the Tuas Group in a timely and accurate manner. Accordingly, and to ensure compliance with the Corporations Act and the ASX Listing Rules, Tuas has established a Market Disclosure Policy to ensure that the market is properly informed of matters that may have a material impact on the price at which Tuas’s securities are traded.

TUAS LIMITED Information Memorandum | 63

6 Key people, interests and benefits

The policy establishes responsibility and accountability for compliance by the Tuas Group with the continuous disclosure requirements and defines the lines of communication necessary to support such compliance. The policy establishes, among other things:

• a continuous disclosure policy under which the Chief Executive Officer and/or the Chairperson of the Tuas Board are responsible for determining if information requires disclosure;

• a media communication policy which sets out expectations as to staff interactions with outside parties;

• guidance as to Tuas Group information which may be disclosed in public presentations; and

• a review policy which requires the company secretary to monitor compliance with the policy and to ensure the policy incorporates relevant ASX and best practice recommendations.

Whistleblower Policy

Tuas is committed to the protection of Whistleblowers (as defined in the Whistleblower Policy) who make relevant disclosures pertaining to the Tuas Group. Accordingly, Tuas has adopted the Whistleblower Policy which sets out the ways in which Whistleblowers are protected when disclosures are made and how Tuas will handle and investigate the matters reported. The policy encourages concerns to be raised about misconduct or poor or unacceptable practice or improper states of affairs or circumstances relating to the Tuas Group or an officer or employee of the Tuas Group, without the Whistleblower being subject to detrimental conduct.

Board skills

The professional skills, experience and expertise of each Tuas Director are set out in Tuas’s corporate governance statement. The Tuas Directors possess a range of skills which, as a group, enable the Tuas Board to function effectively. The key skills of the Tuas Directors as a group are:

• Telecommunications, IT and media knowledge;

• Financial acumen;

• Strategy;

• Commercial;

• Legal, risk and compliance; and

• Mergers and acquisitions.

Securities Trading Policy

Tuas has a written Securities Trading Policy which identifies the principles by which Tuas balances the investment interests of directors, senior executives and employees with the requirements for ensuring such trades only take place when all information relevant to making such investment decisions is fully disclosed to the market.

The policy provides a summary of legal prohibitions of insider trading in Australia and rules surrounding the trading of Tuas securities. Additional restrictions are imposed on the Tuas Directors and senior executives regarding the trading of Tuas securities, including the stipulation of particular trading windows and closed periods, notification requirements, and a prohibition on short-term, speculative trading.

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7 Risk factors

7.1 Introduction

If the Demerger proceeds, TPG Australia Shareholders, who previously had an indirect interest in TPG Singapore’s business through their shareholding in TPG Australia, will have a more direct interest through their shareholding in Tuas and, accordingly, will be more directly subject to a number of risks affecting TPG Singapore, its business, its operations and its financial condition.

This Section 7 describes some of the potential risks associated with an investment in Tuas Shares and, indirectly, in TPG Singapore, including:

• risks specific to TPG Singapore and its business (Section 7.2);

• risks associated with holding Tuas Shares (Section 7.3); and

• general risks (Section 7.4).

These risks could, if they were to eventuate, have a material adverse effect on TPG Singapore’s business, financial position, operating and financial performance and the value of the Tuas Shares. Many of the circumstances giving rise to these risks are beyond the control of the Tuas Group and its directors or management.

You should note that the risks described in this Section 7 are not the only risks which Tuas will face. Additional risks that Tuas is unaware of or that Tuas considers to be immaterial also have the potential to have a material adverse effect on Tuas’s business, financial position, operating and financial performance and the value of the Tuas Shares. The selection of risks has been based on an assessment of a combination of the probability of the risk occurring and impact of the risk if it were to occur. The assessment is based on the knowledge of the Tuas Directors as at the date of this Information Memorandum, but there is no guarantee or assurance that the importance of different risks will not change or other risks will not emerge.

You are strongly advised to consult an appropriately qualified professional adviser and consider the risks set out below and the other contents of this Information Memorandum.

7.2 Risks specific to TPG Singapore’s business

7.2.1 Rollout of TPG Singapore’s mobile network

TPG Singapore holds the FBO Licence and the Spectrum Right. Under the terms of its FBO Licence and Spectrum Right, TPG Singapore is required to achieve (1) nationwide outdoor service coverage by 31 December 2018 (which has been achieved); (2) in-building and short road tunnel service coverage by 31 December 2019 (which has been achieved); (3) long road tunnel service coverage by 30 April 2021; and (4) underground MRT stations / lines by 31 December 2021.

While TPG Singapore expects to meet the remaining two milestones of long road tunnels and underground MRT stations / lines service coverage, there is no assurance that the rollout will occur according to the anticipated schedules. TPG Singapore also faces the risk of unforeseen complications in the rollout or performance of its network, including complications attributable to the COVID-19 global pandemic (for example, further governmental action resulting in work stoppages, lockdowns, quarantine measures, and travel restrictions).

An inability to complete, or a material delay in completing, its mobile network rollout or the performance of its network will adversely affect TPG Singapore’s ability to provide telecommunication services, and to acquire and maintain market share, which in turn is likely to have a significant adverse effect on TPG Singapore’s financial position and the value of the Tuas Shares.

In addition, in the event that TPG Singapore does not meet its obligations under its FBO Licence or Spectrum Right, the IMDA may issue a written order for compliance, impose a financial penalty, cancel the FBO Licence or Spectrum Right or part thereof, or suspend the FBO Licence or Spectrum Right or part thereof for a specified period.

7.2.2 Early stage business

As at the date of this Information Memorandum, TPG Singapore is still in the process of completing the rollout of its mobile network.

TPG Singapore has already invested heavily in its network and spectrum rights and intends to continue to make further investments to complete the rollout of its network as described in Section 4.2.

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TPG Singapore’s rollout may not be developed according to anticipated schedules or may not achieve commercial acceptance or be cost effective. TPG Singapore’s failure to complete the rollout in a timely manner and on a cost effective basis could delay the implementation of services, increase TPG Singapore’s operational costs and hinder TPG Singapore from realising profits.

In addition, there can be no guarantee that TPG Singapore’s products and services which have been commercialised from 31 March 2020 will be successful in attracting customers or that TPG Singapore will realise the benefits from its significant investment in its network.

7.2.3 Converting free trials to paying customers

As noted in Section 4.3.1, TPG Singapore has offered free trials to customers since December 2018. Prior to the cessation of the free trial and the subsequent commercial launch of TPG Singapore’s 4G mobile services on 31 March 2020, TPG Singapore had approximately 412,000 subscribers on-boarded for the free trial. As at 30 April 2020, TPG Singapore has approximately 7,000 paying subscribers.

TPG Singapore’s ability to operate in a financially sustainable way in the long term will depend on its ability to secure customers (including those who participated in free or discounted month-to-month trial offerings) on customer plans on commercial, non-discounted terms.

While TPG Singapore considers that its services will represent a compelling value proposition to customers, there is no certainty that TPG Singapore will be successful in seeking to transition customers which participated in free or discounted product offerings, or securing new customers, onto plans or contracts involving a longer term contractual commitment by the customer or at a non-discounted rate.

If TPG Singapore does not succeed in transitioning a sufficient number of customers from its existing free or discounted product trials onto non-discounted offerings, this will adversely affect its financial performance and profitability.

7.2.4 Substantially all of the revenue of the Tuas Group is derived from its activities in Singapore

Substantially all of the revenue of the Tuas Group is derived from its business operations undertaken in Singapore. Furthermore, a majority of its assets are located, and all of Tuas Group’s services are performed, in Singapore.

A contraction of, or a decline in the growth of the Singapore economy or the population of Singapore or other factors affecting Singapore could adversely affect its business, financial position and operational results.

7.2.5 Regulatory risk

TPG Singapore and its operations are subject to various laws and regulations including, but not limited to, those relating to the telecommunications industry, permits, employment, privacy, data protection, environmental, accounting standards and tax laws.

The telecommunications industry in Singapore is highly regulated, and telecommunications licence holders are subject to numerous laws and regulations which impact the manner in which they can carry on their business. Changes in these laws and regulations (including their interpretation and enforcement) in any relevant jurisdiction could adversely affect TPG Singapore’s financial performance and may also impact TPG Singapore’s ability to respond to changes in market conditions, competition, new technologies or changes in cost structures. The Singapore Government and the regulators may also alter their policies relating to the industry, related industries and the regulatory environment.

Additionally, if TPG Singapore fails to remain compliant with applicable regulatory requirements, there is a risk that TPG Singapore’s business, operations and financial performance could be adversely affected.

As stated in Section 3.7.4 of this Information Memorandum, under Singapore law, no person can own or control, together with its associates, 12% or more or 30% or more of the shares or voting power of TPG Singapore without obtaining the IMDA’s prior written consent. Tuas and TPG Singapore must adopt reasonable procedures for monitoring changes in their shareholding and voting power. There is a risk that this law is breached, which could lead to TPG Singapore being sanctioned by the IMDA.

TPG Singapore also holds certain approvals, licences and rights in Singapore including the FBO Licence and the Spectrum Right, that are necessary for TPG Singapore to continue its operations and business.

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7 Risk factors

Should TPG Singapore or any other party seek the IMDA’s approval for any future transaction involving a change of ownership or control of TPG Singapore, or for spectrum trading or spectrum sharing, there is no assurance that IMDA approval would be granted, and any approval (if granted) could be subject to a wide range of conditions which may adversely affect TPG Singapore’s ability to continue its business including (without limitation) the return of spectrum to the IMDA or the IMDA may require a spectrum quantum top-up.

Non-compliance by TPG Singapore with Singapore laws or with the obligations and restrictions in a licence could result in the licence being suspended or cancelled or a monetary penalty or some other penalty being imposed. Any modification, withdrawal or cancellation of such approvals, licences or rights may adversely impact its ability to continue its business.

There is no assurance that TPG Singapore will be able to renew existing licences on terms that are the same or equivalent to those that currently apply, or at all. TPG Singapore may be required to obtain licences where it wishes to expand into new areas of business and there can be no assurance that it will be able to obtain these licences.

Under the Singapore Telecommunications Act, the Minister of Communications and Information has certain discretionary powers to direct a public telecommunication licensee to undertake and provide certain services and facilities for fair and proper payment. In the event the Minister exercises such powers and TPG Singapore is required to undertake and provide such services and facilities, TPG Singapore may incur costs that may not be fully recoverable.

7.2.6 Highly competitive environment

TPG Singapore is seeking to establish a market share in Singapore’s telecommunications industry as a new entrant. The Singapore mobile communications market is already highly competitive. The Singapore mobile market is characterised by the presence of three major MNOs other than TPG Singapore: Singtel, StarHub and M1, in addition to a range of MVNOs. In addition, the IMDA may grant licences to additional cellular mobile communications operators that may compete with TPG Singapore in the future.

TPG Singapore’s financial position and future prospects are dependent on TPG Singapore being able to establish and maintain market share in the provision of telecommunications services. TPG Singapore’s competitors’ pricing policies could significantly affect the prices TPG Singapore may charge for services in the future, which will impact on TPG Singapore’s ability to generate sufficient revenue or will increase the costs incurred to acquire and retain customers. Competition could also lead to a decrease in the rate at which TPG Singapore can attract new customers as potential customers choose to receive mobile services from other providers.

TPG Singapore may also be subject to competition from providers of new telecommunications services as a result of technological development and the convergence of various telecommunications services. TPG Singapore’s competitors may also enter into global or regional alliances which may give them a competitive advantage through greater access to a broader range of product offerings, increased leverage with suppliers and more competitive global roaming agreements.

These factors could adversely affect TPG Singapore’s ability to establish and maintain market share and accordingly adversely affect its financial performance and profitability.

7.2.7 Reliance on key suppliers to the TPG Singapore business

TPG Singapore relies on third party suppliers with respect to many aspects of its business. In particular, it has relied, and will continue to rely, on third parties for the construction and operation of its mobile network and it relies on network interconnection, international gateway and international roaming arrangements with third parties.

There is a risk that existing material agreements may be terminated, lost or impaired, or renewed on less favourable terms. Some of TPG Singapore’s material agreements can be terminated for convenience on short notice periods (depending on the termination event or circumstances). For example, a number of TPG Singapore’s interconnection agreements with other MNOs are terminable for convenience (subject to giving notice of termination) or have transitioned from the initial term of those agreements to rolling terms. Other material agreements (including a property lease) are approaching the expiry of their term with no express option for the agreement to be renewed or extended.

Increases in the amounts TPG Singapore pays its key suppliers for their services and products, any failure by its key suppliers to provide those services and products, or any loss of those arrangements (through termination or a failure to renew arrangements), could have a material adverse effect on its ability to complete the rollout of its network, deliver its services to its customers in future and on its revenue and profitability.

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Additionally, TPG Singapore is subject to a number of ongoing obligations and is subject to various levels of liability (including under indemnity provisions) under a number of its agreements, some of which may contain unusual or otherwise onerous provisions. For example, under one of its agreements with an MNO, TPG Singapore is required to notify the other party within five business days if its level of shareholders’ equity falls below S$1 million and, whenever requested by the other party, to deposit with that other party such sums or furnish a bank guarantee to secure the performance of its obligations under the contract. There is a risk that TPG Singapore will be unable to meet its obligations under existing agreements, or may be subject to termination provisions or suffer delays, interruptions or cessations to supplies or services, which could materially adversely affect TPG Singapore’s financial performance, operations and ability to conduct its business.

7.2.8 Changes in technology

The telecommunications industry is particularly susceptible to rapid change, especially owing to technological innovation and evolving industry practices. The introduction of new practices and technology may have significant implications for TPG Singapore’s current infrastructure and business model. As such, TPG Singapore’s success is dependent upon its ability to develop, adopt and integrate the latest technologies into its existing infrastructure.

7.2.9 Ability to provide competitive 5G services

As noted above, TPG Singapore was unsuccessful in its recent proposal to the IMDA to acquire a spectrum allocation in the 3.5 GHz band as part of the recent CFP. This means that in order to provide access to 5G services to its customers, TPG Singapore will be required to look at options that do not involve using 3.5 GHz spectrum, including possibly relying on other spectrum bands, and/or negotiating wholesale access to the 5G networks to be constructed by the two successful applicants – Singtel and a joint venture between StarHub and M1 – in order to deliver 5G services to its customers.

There is no guarantee that TPG Singapore will be able to use alternative spectrum or negotiate such wholesale access on terms which are favourable to TPG Singapore or sufficiently competitive to attract customers to TPG Singapore’s 5G mobile service offerings.

In addition, while TPG Singapore will look to pursue any future opportunities to acquire further 5G spectrum should they arise, there is no guarantee that TPG Singapore will be successful in obtaining 5G spectrum in the future. Unless TPG Singapore is successful in obtaining 5G spectrum, it will not be able to fully exploit the benefits of owning and operating its own 5G network.

7.2.10 Information communication technology

TPG Singapore’s business is heavily dependent on information communication technology for the delivery of its various services and it has invested significantly in this technology to maximise the efficiency of TPG Singapore’s operations. Should these systems not be adequately maintained, secured and updated, or TPG Singapore’s disaster recovery processes not be adequate, system failures may negatively impact TPG Singapore’s performance.

7.2.11 Security and data protection

Protection of company, customer, employee and third party data will be critical to TPG Singapore’s business and breaches of data could have significant negative financial ramifications. TPG Singapore is required to ensure the confidentiality of subscriber information. Additionally, the legal and regulatory environment surrounding information security and privacy is increasingly complex and demanding. Failures or breaches of data protection systems can result in reputational damage, regulatory impositions and financial loss.

TPG Singapore may be adversely affected by malicious third party applications that interfere with or exploit security flaws in its products and platforms. It is possible that the measures taken by TPG Singapore will not be sufficient to prevent unauthorised access to, or disclosure of, confidential and proprietary information about TPG Singapore, its customers or employees or third parties. Any such disclosure, whether accidental or intentional, may subject TPG Singapore to reputational damage, claims from those affected, loss of customers, legal action and increased regulatory scrutiny.

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7 Risk factors

7.2.12 Operating risk

TPG Singapore is, and will continue to be, exposed to a range of operational risks relating to current and future operations. These include equipment failures and other accidents, industrial action or disputes, damage by third parties, flood, fire, major cyclone, earthquake, lightning strike, terrorist attack or other disaster.

Outages to TPG Singapore’s network, or damage or destruction of network infrastructure, caused by the factors above could cause significant disruption to TPG Singapore’s business, resulting in financial loss, failure to grow its customer base or potential customer attrition. In addition, in the event existing insurance arrangements do not cover an operational issue, this could have also a material adverse effect on the operating and financial performance of TPG Singapore.

Any failure to attract customer demand now that TPG Singapore has commenced provision of services on a commercial basis, or an oversupply of telecommunications services in the market, could also have negative implications on TPG Singapore’s ability to achieve a desired return on investment, and have a material adverse effect on its growth prospects and its financial performance. For example, given TPG Singapore’s reliance on customers acquiring SIM cards in person, restrictions on the movement of people due to the COVID-19 global pandemic may have an impact on customer demand.

7.2.13 Funding risk

While TPG Singapore is satisfied that following completion of the Demerger, it will have sufficient funding to complete the rollout of its network in accordance with the conditions of its FBO Licence, there is a risk that the cost of completing TPG Singapore’s mobile network rollout could be materially higher than expected. There is also a risk that the costs involved in operating TPG Singapore’s business may be materially greater than expected.

If TPG Singapore needs to raise additional funds for its future capital needs, there can be no assurance that funding, if needed, will be available on terms that TPG Singapore considers favourable, or at all. Furthermore, any debt financing, if available, may involve restrictive covenants. If TPG Singapore is unable to borrow the amounts required on favourable terms, it may be unable to pursue its planned strategy, and there can be no assurance that future conditions in the financial markets, particularly if it and other info-communication companies seek increasingly large amounts of capital financing, will not adversely affect its ability to finance its operations.

7.2.14 Reliance on key personnel

The future performance of TPG Singapore will be dependent on its ability to retain the services of key personnel, including executive management and directors, and its ability to recruit other suitably skilled and experienced personnel. If one or more of TPG Singapore’s key personnel ceases their employment and suitable replacements are not recruited in a timely manner, there may be an adverse impact on TPG Singapore’s performance or its growth potential.

There is also a possibility that increasing numbers of employees may need to work from home as a result of government measures in response to the COVID-19 global pandemic. This may have an impact on productivity and therefore on TPG Singapore’s business, operating and financial performance.

7.2.15 Intellectual property

While TPG Singapore seeks to protect its intellectual property rights, if it fails to enforce these rights, this could harm TPG Singapore’s business, growth prospects and financial and operating performance.

7.2.16 Reputational matters

The reputation of TPG Singapore and its brand will be a key factor in the success of TPG Singapore over time. The strength of a brand is developed through the provision of high quality products and services throughout its existence.

The occurrence of any unforeseen issue or event which adversely impacts customer loyalty or perceptions towards TPG Singapore may adversely affect the success of TPG Singapore’s business and financial position.

In addition, TPG Singapore is only entitled to use the TPG brand on a non-exclusive basis. Any event or other occurrence which were to adversely affect the TPG brand generally could have an adverse effect on TPG Singapore.

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7.2.17 Rebranding risk

TPG Singapore will only be entitled to use the TPG brand under the Transitional Services Agreement (described in further detail at Section 4.7.2) for a period of up to two years. Prior to that time, TPG Singapore will be required to rebrand its business and services to use a different brand to the TPG brand.

Transitioning away from the use of the TPG brand may cause some loss of customer recognition, loyalty and perceptions of the TPG Singapore business in the Singapore market. This may impact TPG Singapore’s ability to achieve growth in the number of new customers subscribing for its paying mobile services. If that were to occur, it may materially impact TPG Singapore’s ability to achieve profitability and adversely affect TPG Singapore’s business.

7.2.18 Litigation risk

There is a risk that TPG Singapore may in future be the subject of, or required to commence, litigation which could be costly and damaging to TPG Singapore’s reputation and which could have an adverse effect on its financial performance and industry standing.

7.3 Further specific risks associated with holding Tuas Shares

7.3.1 No prior market in Tuas Shares

There has been no public market for Tuas Shares. Tuas has applied to ASX for admission to the Official List and for Official Quotation of Tuas Shares, under the ASX code “TUA”. Accordingly, Tuas cannot assure you of the likelihood that an active trading market for Tuas Shares will develop or be maintained, the liquidity of any trading market, your ability to sell your Tuas Shares when desired, or the prices that you may obtain for your shares.

7.3.2 Tuas Shares held by substantial shareholders

Following completion of the Demerger, the existing substantial holders of TPG Australia as at the Demerger Implementation Date will have a substantial interest in the Tuas Shares on issue which is equivalent to their substantial interest in Tuas. Consequently, those substantial shareholders may be in a position to exert influence over matters relating to Tuas and TPG Singapore. Although those substantial shareholders’ interests and the interests of the other Tuas Shareholders are likely to be consistent in most cases, there may be situations where their respective interests differ.

7.3.3 Dividends

The payment of dividends (if any) by Tuas will be determined by the board of directors of Tuas from time to time at its discretion, and will be dependent upon factors including the profitability and cash flow of TPG Singapore’s business at the relevant time.

Tuas does not currently intend to pay dividends while TPG Singapore completes the rollout of its network, and it is difficult to estimate when the TPG Singapore business will become profitable. Accordingly, holders of Tuas Shares should not rely on dividends from Tuas as a means of realising future gains on their investment.

7.3.4 Currency and exchange rates

Tuas and TPG Singapore generate revenue in Singapore dollars and the financial statements of both Tuas and TPG Singapore will be prepared in Singapore dollars, however dividends paid by Tuas (if any) will be paid in Australian dollars. Accordingly, Tuas Shareholders will be exposed to the risk of fluctuations in foreign currency exchange rates, in particular the Singapore dollar to Australian dollar exchange rate. Adverse movements in foreign exchange markets (in particular the Singapore dollar to Australian dollar exchange rate) may have an adverse impact on the dividends (if any) received by Tuas Shareholders.

Although Tuas may in future decide to undertake foreign exchange hedging transactions to cover a portion of this foreign currency exchange rate exposure, it currently does not hedge its exposure to foreign currency exchange rates.

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7 Risk factors

7.4 General Risks

7.4.1 Tuas’s share price may fluctuate

There are risks associated with any investment in an ASX listed company. The market price for the Tuas Shares may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond the control of Tuas. These include, but are not limited to, the following:

• the number of potential buyers or sellers of the Tuas Shares on ASX at any given time;

• actual or anticipated fluctuations in Tuas’s results and recommendations by securities research analysts;

• fluctuations in the domestic and international market for listed securities;

• general operational and business risks, including significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving Tuas or TPG Singapore or their competitors;

• the inclusion of Tuas in, or removal from, market indices;

• the addition or departure of Tuas’s or TPG Singapore’s executive officers and other key personnel;

• global hostilities, tensions and acts of terrorism, natural disasters or pandemics;

• changes in the economic performance or market valuations of other telecommunications businesses or other companies that investors consider comparable to Tuas or TPG Singapore; and

• general economic and financial market conditions.

The price of Tuas Shares may not increase following ASX listing, even if Tuas earnings increase.

7.4.2 Taxation risks

Tax laws in Australia and Singapore are complex and are subject to change periodically as is their interpretation by the relevant courts and the tax revenue authorities. Potential changes to tax law may apply either on a prospective or retrospective basis. Changes in tax law or changes in the way tax laws are interpreted may impact the tax liabilities of the Tuas Group, shareholder returns, the level of dividend imputation or franking, or the tax treatment of a shareholder’s investment. In particular, both the level and basis of taxation may change. The tax information provided in this Information Memorandum is based on current taxation law in Australia and Singapore as at the date of this Information Memorandum. In addition, tax authorities may review the tax treatment of transactions entered into by the Tuas Group, including in connection with the Demerger. Any actual or alleged failure to comply with, or any change in the application or interpretation of, tax rules applied in respect of such transactions, may increase the Tuas Group’s tax liabilities or expose it to legal, regulatory or other actions. An interpretation of the taxation laws by Tuas which is contrary to that of a revenue authority in Australia or Singapore may give rise to additional tax payable. In order to minimise this risk, the Tuas Group obtains external expert advice on the application of the tax laws to its operations (as applicable).

7.4.3 General economic and market conditions

The operating and financial performance of TPG Singapore will be influenced by a variety of general economic and market conditions including movements in capital markets, recommendations by brokers and analysts, the level of inflation, interest and exchange rates, change in international economic conditions, change in government fiscal, monetary and regulatory policies, prices of commodities, global geo-political events and hostilities and acts of terrorism, investor perceptions and other factors that may affect TPG Singapore’s financial position and earnings. This includes the impact of the COVID-19 global pandemic including on the health of the workforce, the industry, the economy, customers, supply chains and travel restrictions. In light of recent global macroeconomic events, including the impact of the COVID-19 global pandemic, it is likely that Singapore may experience an economic recession or other economic downturn of uncertain severity and duration. These factors may have an adverse effect on TPG Singapore’s business, financial position and operational results and may adversely impact on the price of the Tuas Shares after ASX listing, as well as Tuas’s ability to pay dividends.

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7.4.4 Forward looking statements

Certain statements in this Information Memorandum constitute forward looking statements. Such forward looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance and achievements of TPG Singapore to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements.

Given these uncertainties, prospective investors should not place undue reliance on such forward looking statements. In addition, under no circumstances should forward looking statements be regarded as a representation or warranty by TPG Singapore, or any other person referred to in this Information Memorandum, that a particular outcome or future event is guaranteed.

7.4.5 Dilution

In the future, Tuas may undertake capital raisings. Any decision to issue securities in a capital raising will depend on market conditions and other factors beyond Tuas’s control, so it cannot predict or estimate the amount, timing or nature of such capital raisings. Tuas Shareholders may have their percentage shareholding diluted in the event that Tuas undertakes such capital raisings.

Upon any bankruptcy or liquidation, holders of any Tuas debt securities, preferential securities and lenders with respect to other borrowings will receive a distribution of the available assets prior to Tuas Shareholders. If preferential securities are issued, holders could have a preference on distribution or a preference on dividend payments or both that could limit Tuas’s ability to pay a dividend or other distribution to Tuas Shareholders.

7.4.6 COVID-19 global pandemic and force majeure

The escalation of the outbreak of the COVID-19 disease into a global pandemic (COVID-19 global pandemic) is impacting global economic markets. The severity and duration of the effect of the COVID-19 global pandemic on the performance of the Tuas Group remain unknown. The Tuas Group may be impacted both by deterioration in macroeconomic conditions generally and specifically in relation to its operations.

The events relating to the COVID-19 global pandemic have resulted in significant market falls and volatility including in the prices of securities trading on domestic and foreign securities exchanges. There is continued uncertainty as to the further impact of the COVID-19 global pandemic including in relation to governmental action, lockdowns, quarantines, travel restrictions and the impact on the Singaporean and global economy. It is likely that Singapore will experience an economic recession or other economic downturn. This will impact the operating and financial performance of Tuas and TPG Singapore.

In addition, the COVID-19 global pandemic may specifically impact the operations of TPG Singapore including its ability to retain key personnel, delays in the construction and operation of its mobile network and its ability to convert customers participating in its free trials into paying subscribers. If any of these risks were to materialise, this would further negatively impact the operating and financial performance of TPG Singapore and hinder its capacity to meet its business objectives.

Acts of terrorism, an outbreak or escalation of international hostilities, fires, floods, earthquakes, labour strikes, civil wars and other natural disasters may also cause a material adverse change in investor sentiment towards Tuas specifically or the stock market more generally, which could have a negative impact on the operating and financial performance of Tuas and TPG Singapore.

7.4.7 Changes to accounting standards

Changes to accounting standards may affect the future measurement and recognition of key income statement and balance sheet items, including revenue and receivables. There is also a risk that interpretations of existing accounting standards, including those relating to the measurement and recognition of key statements of profit and loss and balance sheet items, including revenue and receivables, may differ. Changes to accounting standards or changes to the commonly held view on the application of those standards could materially and adversely affect the financial performance and position reported in the Tuas Group Pro Forma Historical Statement of Financial Position and in the TPG Singapore Historical Financial Information.

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ABCD

KPMG Transaction Services A division of KPMG Financial Advisory Services (Australia) Pty Ltd Australian Financial Services Licence No. 246901 Level 38, Tower Three 300 Barangaroo Avenue Sydney NSW 2000

ABN: 43 007 363 215 Telephone: +61 2 9335 7000 Facsimile: +61 2 9335 7001 DX: 1056 Sydney www.kpmg.com.au

PO Box H67 Australia Square 1213 Australia

The Directors Tuas Limited 63-65 Waterloo Road Macquarie Park NSW 2113

19 May 2020

Dear Directors

Limited Assurance Investigating Accountant’s Report and Financial Services Guide

Investigating Accountant’s Report

Introduction

KPMG Financial Advisory Services (Australia) Pty Ltd (of which KPMG Transaction Services is a division) (“KPMG Transaction Services”) has been engaged by Tuas Limited (“Tuas”) and TPG Telecom Pte. Ltd (“TPG Singapore”) to prepare this report for inclusion in the information memorandum to be dated 19 May 2020 (“Information Memorandum”), and to be issued by Tuas, in respect of the proposed demerger of TPG Singapore from TPG Telecom Limited (“TPG Australia”) by way of a dividend in-specie of shares in Tuas (the “Transaction”).

Expressions defined in the Information Memorandum have the same meaning in this report.

This Investigating Accountant’s Report should be read in conjunction with the KPMG Transaction Services Financial Services Guide included in the Information Memorandum.

Scope

You have requested KPMG Transaction Services to perform a limited assurance engagement in relation to the pro forma historical financial information described below and disclosed in the Information Memorandum.

The pro forma historical financial information is presented in the Information Memorandum in an abbreviated form, insofar as it does not include all of the presentation and disclosures required by Australian Accounting Standards and other mandatory professional reporting

KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. Liability limited by a scheme approved under Professional Standards Legislation

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8 Investigating Accountant’s Report

Limited Assurance Investigating Accountant’s Report and Financial Services Guide 19 May 2020

requirements applicable to general purpose financial reports prepared in accordance with the Corporations Act 2001 .

Our limited assurance engagement has not been carried out in accordance with auditing or other standards and practices generally accepted in any jurisdiction outside of Australia and accordingly should not be relied upon as if it had been carried out in accordance with any such standards and practices in jurisdictions outside of Australia.

Tuas Group Pro Forma Historical Statement of Financial Position

You have requested KPMG Transaction Services to perform limited assurance procedures in relation to the Tuas pro forma historical statement of financial position as at 31 January 2020 (the “Tuas Group Pro Forma Historical Statement of Financial Position”) prepared by Tuas (the responsible party) and included in the Information Memorandum.

The stated basis of preparation is the recognition and measurement principles contained in Australian Accounting Standards applied to the historical statement of financial position of TPG Singapore and the event(s) or transaction(s) to which the pro forma adjustments relate, as described in Section 5.2.3 of the Information Memorandum. Due to its nature, the Tuas Group Pro Forma Historical Statement of Financial Position does not represent Tuas’s actual or prospective financial position.

The Tuas Group Pro Forma Historical Statement of Financial Position has been compiled by Tuas to illustrate the impact of the Transaction on Tuas’s financial position as at 31 January 2020. As part of this process, TPG Singapore’s statement of financial position as at 31 January 2020 (the “Historical Statement of Financial Position”) has been extracted from TPG Singapore’s financial statements for the half year ended 31 January 2020.

The financial statements of TPG Singapore for the half year ended 31 January 2020 were reviewed by KPMG Singapore in accordance with the Singapore Standard on Review Engagements. The review conclusion issued to the members of TPG Singapore relating to those financial statements was unqualified.

For the purposes of preparing this report we have performed limited assurance procedures in relation to the Tuas Group Pro Forma Historical Statement of Financial Position in order to state whether, on the basis of the procedures described, anything has come to our attention that would cause us to believe that the Tuas Group Pro Forma Historical Statement of Financial Position is not prepared or presented fairly, in all material respects, by the directors in accordance with the stated basis of preparation. As stated in Section 5.2.3 of the Information Memorandum, the stated basis of preparation is:

• the extraction of the Historical Statement of Financial Position from the reviewed financial statements of TPG Singapore for the half year ended 31 January 2020; and

• the application of pro forma adjustments, determined in accordance with the recognition and measurement principles contained in the Australian Accounting Standards and Tuas’s accounting policies, to the Historical Statement of Financial Position to illustrate the

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Limited Assurance Investigating Accountant’s Report and Financial Services Guide 19 May 2020 effects of the Transaction on Tuas described in section 5.5.2 of the Information Memorandum as if it had occurred on 31 January 2020.

We have conducted our engagement in accordance with the Standard on Assurance Engagements ASAE 3450 Assurance Engagements involving Corporate Fundraisings and/or Prospective Financial Information .

The procedures we performed were based on our professional judgement and included:

• consideration of the pro forma adjustments described in the Information Memorandum;

• consideration of any differences between the recognition and measurement priciples contained in Singapore Financial Reporting Standards (‘SFRS’) applied in the preparation of the financial statements of TPG Singapore for the half year ended 31 January 2020, and those recognition and measurement principles contained in the Australian Accounting Standards.

• enquiry of TPG Singapore and Tuas management, personnel and advisors;

• the performance of analytical procedures applied to the Tuas Group Pro Forma Historical Statement of Financial Position; and

• a review of accounting policies for consistency of application in the preparation of the pro forma adjustments.

The procedures performed in a limited assurance engagement vary in nature from, and are less in extent than for, an audit. As a result, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had we performed an audit. Accordingly, we do not express an audit opinion about whether the Tuas Group Pro Forma Historical Statement of Financial Position is prepared, in all material respects, by the directors in accordance with the stated basis of preparation.

Directors’ responsibilities

The directors of Tuas are responsible for the preparation of the Tuas Group Pro Forma Historical Statement of Financial Position, including the selection and determination of the pro forma transactions and/or adjustments made to the Historical Statement of Financial Position and included in the Tuas Group Pro Forma Historical Statement of Financial Position.

The directors’ responsibility includes establishing and maintaining such internal controls as the directors determine are necessary to enable the preparation of financial information that is free from material misstatement, whether due to fraud or error.

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Limited Assurance Investigating Accountant’s Report and Financial Services Guide 19 May 2020

Conclusions

Review statement on the Tuas Group Pro Forma Historical Statement of Financial Position

Based on our procedures, which are not an audit, nothing has come to our attention that causes us to believe that the Tuas Group Pro Forma Historical Statement of Financial Position, as set out in Section 5.5.1 of the Information Memorandum, is not prepared or presented fairly, in all material respects, on the basis of the pro forma transactions and/or adjustments described in Section 5.5.2 of the Information Memorandum, and in accordance with the recognition and measurement principles prescribed in the Australian Accounting Standards, and Tuas’s accounting policies.

Independence

KPMG Transaction Services does not have any interest in the outcome of the Transaction, other than in connection with the preparation of this report and participation in due diligence procedures for which normal professional fees will be received. KPMG is the auditor of Tuas and from time to time, KPMG also provides Tuas and/or TPG Singapore with certain other professional services for which normal professional fees are received.

General advice warning

This report has been prepared, and included in the Information Memorandum, to provide investors with general information only and does not take into account the objectives, financial situation or needs of any specific investor. It is not intended to take the place of professional advice and investors should not make specific investment decisions in reliance on the information contained in this report. Before acting or relying on any information, an investor should consider whether it is appropriate for their circumstances having regard to their objectives, financial situation or needs.

Restriction on use

Without modifying our conclusions, we draw attention to Section 5.2.3 of the Information Memorandum, which describes the purpose of the financial information, being for inclusion in the Information Memorandum. As a result, the financial information may not be suitable for use for another purpose. We disclaim any assumption of responsibility for any reliance on this report, or on the financial information to which it relates, for any purpose other than that for which it was prepared.

KPMG Transaction Services has consented to the inclusion of this Investigating Accountant’s Report in the Information Memorandum in the form and context in which it is so included, but has not authorised the issue of the Information Memorandum. Accordingly, KPMG Transaction Services makes no representation regarding, and takes no responsibility for, any other statements, or material in, or omissions from, the Information Memorandum.

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Limited Assurance Investigating Accountant’s Report and Financial Services Guide 19 May 2020

Yours faithfully

==> picture [77 x 32] intentionally omitted <==

Tim Bryan Authorised Representative

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KPMG Financial Advisory Services (Australia) Pty Ltd

ABN 43 007 363 215 Australian Financial Services Licence No. 246901

Financial Services Guide

Dated 19 May 2020

What is a Financial Services Guide (FSG)?

This FSG is designed to help you to decide whether to use any of the general financial product advice provided by KPMG Financial Advisory Services (Australia) Pty Ltd ABN 43 007 363 215 , Australian Financial Services Licence Number 246901 (of which KPMG Transaction Services is a division) (‘ KPMG Transaction Services ’), and Tim Bryan as an authorised representative of KPMG Transaction Services, authorised representative number 000470648 ( Authorised Representative ).

This FSG includes information about:

• KPMG Transaction Services and its Authorised Representative and how they can be contacted;

• The services KPMG Transaction Services and its Authorised Representative are authorised to provide;

• How KPMG Transaction Services and its Authorised Representative are paid;

• Any relevant associations or relationships of KPMG Transaction Services and its Authorised Representative;

• How complaints are dealt with as well as information about internal and external dispute resolution systems and how you can access them; and

• The compensation arrangements that KPMG Transaction Services have in place.

The distribution of this FSG by the Authorised Representative has been authorised by KPMG Transaction Services. This FSG forms part of an Investigating Accountant’s Report (Report) which has been prepared for inclusion in a disclosure document or, if you are offered a financial product for issue or sale, a Product Disclosure Statement (PDS). The purpose of the disclosure document or PDS is to help you make an informed decision in relation to a financial product. The contents of the disclosure document or PDS, as relevant, will include details such as the risks, benefits and costs of acquiring the particular financial product.

Financial services that KPMG Transaction Services and the Authorised Representative are authorised to provide

KPMG Transaction Services holds an Australian Financial Services Licence, which authorises it to provide, amongst other services, financial product advice for the following classes of financial products:

• Deposit and non-cash payment products;

• Derivatives;

• Foreign exchange contracts;

• Government debentures, stocks or bonds;

• Interests in managed investments schemes including investor directed portfolio services;

• Securities;

• Superannuation;

KPMG Financial Advisory Services (Australia) Pty Ltd ABN 43 007 363 215, Australian Financial Services Licence N.246901 is an affiliate of KPMG. KPMG is an Australian partnership and a member firm of the KPMG Network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”).

Liability limited by a scheme approved under Professional Standards Legislation.

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• Carbon units;

• Australian carbon credit units; and

• Eligible international emissions units, to retail and wholesale clients.

We provide financial product advice when engaged to prepare a report in relation to a transaction relating to one of these types of financial products. The Authorised Representative is authorised by KPMG Transaction Services to provide financial product advice on KPMG Transaction Services' behalf.

KPMG Transaction Services and the Authorised Representative’s responsibility to you

KPMG Transaction Services has been engaged by Tuas Limited (“Tuas”) and TPG Telecom Pte. Ltd (“TPG Singapore”) (together, the “Clients”) to provide general financial product advice in the form of a Report to be included in the information memorandum (the “Document”) prepared by Tuas in respect of the proposed demerger of TPG Singapore from TPG Telecom Limited (“TPG Australia”) by way of a dividend in-specie of shares in Tuas (the “Transaction”).

You have not engaged KPMG Transaction Services or the Authorised Representative directly but have received a copy of the Report because you have been provided with a copy of the Document. Neither KPMG Transaction Services nor the Authorised Representative are acting for any person other than the Clients.

KPMG Transaction Services and the Authorised Representative are responsible and accountable to you for ensuring that there is a reasonable basis for the conclusions in the Report.

General advice

As KPMG Transaction Services has been engaged by the Clients, the Report only contains general advice as it has been prepared without taking into account your personal objectives, financial situation or needs.

You should consider the appropriateness of the general advice in the Report having regard to your circumstances before you act on the general advice contained in the Report.

You should also consider the other parts of the Document before making any decision in relation to the Transaction.

Fees KPMG Transaction Services may receive and remuneration or other benefits received by our representatives

KPMG Transaction Services charges fees for preparing reports. These fees will usually be agreed with, and paid by, the Clients. Fees are agreed on either a fixed fee or a time cost basis. In this instance, the Clients have agreed to pay KPMG Transaction Services approximately $0.2 million (excluding GST) for preparing the Report. KPMG Transaction Services and its officers, representatives, related entities and associates will not receive any other fee or benefit in connection with the provision of the Report.

KPMG Transaction Services officers and representatives (including the Authorised Representative) receive a salary or a partnership distribution from KPMG’s Australian professional advisory and accounting practice (the KPMG Partnership). KPMG Transaction Services’ representatives (including the Authorised Representative) are eligible for bonuses based on

KPMG Financial Advisory Services (Australia) Pty Ltd ABN 43 007 363 215, Australian Financial Services Licence N.246901 is an affiliate of KPMG. KPMG is an Australian partnership and a member firm of the KPMG Network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”).

Liability limited by a scheme approved under Professional Standards Legislation.

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8 Investigating Accountant’s Report

overall productivity. Bonuses and other remuneration and benefits are not provided directly in connection with any engagement for the provision of general financial product advice in the Report.

Further details may be provided on request.

Referrals

Neither KPMG Transaction Services nor the Authorised Representative pay commissions or provide any other benefits to any person for referring customers to them in connection with a Report.

Associations and relationships

Through a variety of corporate and trust structures KPMG Transaction Services is controlled by and operates as part of the KPMG Partnership. KPMG Transaction Services’ directors and Authorised Representatives may be partners in the KPMG Partnership. The Authorised Representative is a partner in the KPMG Partnership. The financial product advice in the Report is provided by KPMG Transaction Services and the Authorised Representative, and not by the KPMG Partnership.

From time to time KPMG Transaction Services, the KPMG Partnership and related entities (KPMG entities) may provide professional services, including audit, tax and financial advisory services, to companies and issuers of financial products in the ordinary course of their businesses.

No individual involved in the preparation of this Report holds a substantial interest in, or is a substantial creditor of, the Clients or has other material financial interests in the transaction.

Complaints resolution

Internal complaints resolution process

If you have a complaint, please let either KPMG Transaction Services or the Authorised Representative know. Formal complaints should be sent in writing to The AFSL Complaints Officer, KPMG, PO Box H67, Australia Square, Sydney NSW 1213. If you have difficulty in putting your complaint in writing, please telephone the Complaints Officer on 02 9335 7000 and they will assist you in documenting your complaint.

Written complaints are recorded, acknowledged within 5 days and investigated. As soon as practical, and not more than 45 days after receiving the written complaint, the response to your complaint will be advised in writing.

External complaints resolution process

If KPMG Transaction Services or the Authorised Representative cannot resolve your complaint to your satisfaction within 45 days, you can refer the matter to the Australian Financial Complaints Authority (AFCA). AFCA is an independent

KPMG Financial Advisory Services (Australia) Pty Ltd ABN 43 007 363 215, Australian Financial Services Licence N.246901 is an affiliate of KPMG. KPMG is an Australian partnership and a member firm of the KPMG Network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”).

Liability limited by a scheme approved under Professional Standards Legislation.

82 | TUAS LIMITED Information Memorandum

company that has been established to provide free advice and assistance to consumers to help in resolving complaints relating to the financial services industry.

Further details about AFCA are available at the AFCA website www.afca.org.au or by contacting them directly at:

Address: Australian Financial Complaints Authority Limited, GPO Box 3, Melbourne Victoria 3001

Telephone: 1300 56 55 62 Facsimile: (03) 9613 6399 Email: info@afca.org.au.

The Australian Securities and Investments Commission also has a freecall infoline on 1800 931 678 which you may use to obtain information about your rights.

Compensation arrangements

KPMG Transaction Services has professional indemnity insurance cover in accordance with section 912B of the Corporations Act 2001(Cth) .

Contact details

You may contact KPMG Transaction Services or the Authorised Representative using the contact details:

KPMG Transaction Services A division of KPMG Financial Advisory Services (Australia) Pty Ltd Level 38, Tower Three 300 Barangaroo Avenue Sydney NSW 2000 PO Box H67 Australia Square NSW 1213 Telephone: (02) 9335 7000 Facsimile: (02) 9335 7200 Tim Bryan C/O KPMG PO Box H67 Australia Square NSW 1213 Telephone: (02) 9335 7000 Facsimile: (02) 9335 7200

KPMG Financial Advisory Services (Australia) Pty Ltd ABN 43 007 363 215, Australian Financial Services Licence N.246901 is an affiliate of KPMG. KPMG is an Australian partnership and a member firm of the KPMG Network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”).

Liability limited by a scheme approved under Professional Standards Legislation.

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9.1 General

The following is a general description of the Australian income tax (including capital gains tax (CGT)) implications to TPG Australia Shareholders as a result of the In-Specie Dividend. It does not constitute tax advice and should not be relied upon as such.

The description is based upon the Australian tax law and administrative practice in effect at the date of this Information Memorandum. It is general in nature and is not intended to be an authoritative or complete statement of the laws applicable to the particular circumstances of a TPG Australia Shareholder. TPG Australia Shareholders are advised to seek their own independent professional tax advice in relation to their particular circumstances.

The comments set out below are relevant only to those TPG Australia Shareholders who hold their TPG Australia Shares and Tuas Shares on capital account. The description does not address the Australian tax consequences for TPG Australia Shareholders who:

• are non-residents of Australia who hold their TPG Australia Shares or Tuas Shares in carrying on a business at or through a permanent establishment in Australia;

• are temporary residents of Australia for Australian income tax purposes;

• acquired their TPG Australia Shares pursuant to an employee share, option or rights plan;

• hold their TPG Australia Shares or Tuas Shares on revenue account or as trading stock; or

• are subject to the taxation of financial arrangements rules in Division 230 of the Income Tax Assessment Act 1997 (Cth) in relation to gains and losses on their TPG Australia Shares or Tuas Shares.

TPG Australia Shareholders who are tax residents of a country other than Australia (whether or not they are also residents, or are temporary residents, of Australia for tax purposes) should take into account the tax consequences of the In-Specie Dividend and disposal of Tuas Shares under the laws of their country of residence, as well as under Australian law. These comments relate to Australian tax law only.

TPG Australia, TPG Singapore and its officers, employees, taxation or other advisers do not accept any liability or responsibility in respect of any statement concerning taxation consequences, or in respect of the taxation consequences.

9.2 In-Specie Dividend

9.2.1 Class ruling

TPG Australia has been engaging with the ATO on the expected Australian income tax outcomes that arise for certain TPG Australia Shareholders from the Merger, including the receipt of the In-Specie Dividend, and has requested a class ruling.

The ATO may not issue the class ruling in a form that is binding until after completion of the Merger. Although it is not expected to be the case, when the binding class ruling is issued by the ATO it may express a view contrary to that set out below.

TPG Australia Shareholders should review the final class ruling when it is issued by the ATO.

9.2.2 Demerger tax relief

The view of the ATO is that demerger tax relief is not available to TPG Australia Shareholders who receive the In-Specie Dividend due to the nexus of the In-Specie Dividend to the Merger. This means that that the In-Specie Dividend will not be a demerger dividend for Australian income tax purposes. This means that TPG Australia Shareholders will not be able to disregard any assessable income that arises from the In-Specie Dividend.

9.2.3 Australian resident shareholders

The cost base of a Tuas Share should be equal to the In-Specie Dividend Value, plus certain incidental costs of acquisition and disposal (e.g. brokerage fees and stamp duty) that are not otherwise deductible to the Tuas Shareholder.

TPG Australia Shareholders who are Australian tax residents and who receive the In-Specie Dividend must include in their assessable income the market value of the In-Specie Dividend at the time of the distribution, calculated by reference to the VWAP of Tuas Shares for the first five trading days starting from the date of the commencement of trading of Tuas Shares on ASX (including on a conditional and deferred settlement basis), together with any amount of franking credits attached to the In-Specie Dividend. It is expected that the In-Specie Dividend will be fully franked.

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9 Taxation implications

If certain requirements are met, the TPG Australia Shareholders who receive the In-Specie Dividend will be:

• required to include the amount of the attached franking credits in their assessable income; and

• entitled to a tax offset equal to the amount of the franking credits attached to the In-Specie Dividend.

These requirements are that:

• the TPG Australia Shareholder must be a ‘qualified person’ in relation to the In-Specie Dividend; and

• certain franking integrity measures do not apply.

In order for a TPG Australia Shareholder to be a ‘qualified person’ in respect of the In-Specie Dividend, they must hold their TPG Australia Shares ‘at-risk’ for a continuous period of not less than 45 days (not including the day of the share’s acquisition or disposal) during a prescribed period. The prescribed period is expected to be from 18 May 2020 to 6 July 2020 (inclusive).

The franking integrity measures are designed to, among other things, discourage trading in and streaming of franking credits.

TPG Australia has applied to the ATO requesting a class ruling to confirm the key taxation implications of the TPG Australia Scheme for TPG Australia Shareholders, including the receipt of the In-Specie Dividend. Relevantly, the class ruling will outline in further detail the ATO’s views as to:

• when a TPG Australia Shareholder will satisfy the relevant holding period test with respect to the In-Specie Dividend; and

• the application of the franking integrity measures.

If you are an individual or complying superannuation entity and your tax liability for the income year is less than the amount of the franking credits attached to the In-Specie Dividend, you may be entitled to a refund for the excess franking credits. This does not extend to companies.

9.2.4 Non-resident shareholders

TPG Australia Shareholders who are not Australian tax residents (including Ineligible TPG Australia Shareholders) should not be subject to income tax in Australia in respect of the In-Specie Dividend, provided they do not hold their TPG Australia Shares in carrying on a business through an Australian permanent establishment. As the In-Specie Dividend is expected to be fully franked, there should be no Australian dividend withholding tax on the In-Specie Dividend.

9.2.5 Other Australian taxes

No Australian GST, or stamp duty, will be payable by a TPG Australia Shareholder or a Tuas Shareholder in respect of the In-Specie Dividend.

9.3 Dividends paid by Tuas

9.3.1 Australian resident shareholders

Tuas Shareholders who are Australian tax residents must include the amount of any dividends received from Tuas in their assessable income. Dividends paid by Tuas may be franked or unfranked.

In relation to franked dividends, if certain requirements are met, Tuas Shareholders will be:

• required to include the amount of the attached franking credits in their assessable income; and

• entitled to a tax offset equal to the amount of the franking credits attached to the dividend.

9.3.2 Non-resident shareholders

Tuas Shareholders who are not Australian tax residents should not be subject to income tax in Australia on any dividends paid by Tuas to the extent they are fully franked or declared by Tuas to be “conduit foreign income”. The amount of the dividend that is not franked or declared to be “conduit foreign income” will be subject to final Australian dividend withholding tax of up to 30%. A reduced withholding tax rate may apply under a relevant tax treaty.

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9.4 Disposal of Tuas Shares

9.4.1 Australian resident shareholders

The disposal of Tuas Shares by a Tuas Shareholder will constitute a CGT event for Australian CGT purposes.

On disposal of Tuas Shares, a Tuas Shareholder will make a capital gain if the capital proceeds received exceed the total cost base of the Tuas Shares. A Tuas Shareholder will make a capital loss if the capital proceeds are less than the total reduced cost base of the Tuas Shares.

A Tuas Shareholder who makes a capital gain on disposal of their Tuas Shares will be required to include the net capital gain (if any) for the relevant income year in their assessable income.

Capital gains and capital losses of a taxpayer in an income year are aggregated to determine whether there is a net capital gain or net capital loss. Any net capital gain is included in assessable income and is subject to income tax. A net capital loss may not be deducted against other income for income tax purposes, but may be carried forward to offset against future capital gains. Specific loss rules apply to Tuas Shareholders that are companies. These rules limit the ability to offset capital losses in a current or later income year.

The cost base of a Tuas Share should be equal to the market value of a Tuas Share at the time the In-Specie Dividend is paid, calculated by reference to the VWAP of Tuas Shares for the first five trading days starting from the date of the commencement of trading of Tuas Shares on ASX (including on a conditional and deferred settlement basis), plus certain incidental costs of acquisition and disposal (e.g. brokerage fees and stamp duty) that are not otherwise deductible to the Tuas Shareholder. The reduced cost base of a Tuas Share will be similarly determined.

For disposals of Tuas Shares, individuals, complying superannuation entities or trustees that have held their Tuas Shares for at least 12 months may be entitled to benefit from the CGT discount to reduce the amount of the capital gain (after application of capital losses) from the disposal of their Tuas Shares by:

• 50% in the case of individuals and trusts (for trustees, the ultimate availability of the discount for the beneficiaries of a trust will depend on the particular circumstances of the beneficiaries); or

• 331/³% for complying superannuation entities.

The CGT discount will not be available to a Tuas Shareholder that is a company.

9.4.2 Non-resident shareholders

For Tuas Shareholders who are not Australian tax residents, the disposal of their Tuas Shares should have no CGT consequences if the Tuas Shares are not “taxable Australian property”.

The Tuas Shares will only be “taxable Australian property” for non-resident Tuas Shareholders who:

• hold their Tuas Shares in carrying on a business at or through a permanent establishment in Australia; or

• are individuals who made an election to disregard a CGT event I1 capital gain or capital loss in respect of their Tuas Shares when they ceased to be an Australian tax resident.

For other Tuas Shareholders who are not Australian tax residents, the Tuas Shares should not be taxable Australian property as their underlying value is not principally derived from Australian real property.

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10.1 Registration and corporate structure

Tuas was incorporated and registered in Australia under the Corporations Act on 11 March 2020. The principal legislation under which Tuas operates is the Corporations Act and the regulations made under it.

TPG Singapore and Tuas Solutions will be the only subsidiaries of Tuas as at the Demerger Implementation Date. A structure diagram depicting the group structure of the Tuas Group as at the Demerger Implementation Date is set out below:

==> picture [157 x 127] intentionally omitted <==

----- Start of picture text -----

Tuas Limited
TPG Telecom
Pte Limited
Tuas Solutions Sdn Bhd
----- End of picture text -----

As at the Demerger Implementation Date, Tuas, TPG Singapore and Tuas Solutions will undertake the business of the Tuas Group as set out in this Information Memorandum.

10.2 Tuas’s tax status and financial year

Tuas is and will be subject to tax at the Australian corporate tax rate on its taxable income.

Tuas’s financial year ends on 31 July annually.

10.3 Capital structure of Tuas

The following table sets out the current capital structure of Tuas and proposed capital structure at the time of the admission of Tuas to the Official List:

Class of securities Number on issue as at the date of this Information Memorandum	To be issued prior to admission	Number on issue on the date of admission
Ordinary shares 12	463,905,735	463,905,747

The final number of Tuas Shares required to be distributed pursuant to the In-Specie Dividend, having regard to the application of rounding, will not be known until after the In-Specie Dividend Record Date (when the final entitlements to the In-Specie Dividend will be determined).

Following the In-Specie Dividend Record Date but prior to the Demerger Implementation Date, Tuas may be required to issue further Tuas Shares or undertake a share split in order to ensure there is a sufficient number of Tuas Shares to be distributed pursuant to the In-Specie Dividend having regard to the application of rounding (as outlined in further detail in Section 2.3.1).

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10 Additional information

10.4 Substantial shareholders

As at the date of this Information Memorandum, the entire issued share capital of Tuas is held by TPG Australia. Immediately following the Demerger, the shareholders of Tuas shall be the same as the shareholders of TPG Australia, except where TPG Australia Shareholders are Ineligible TPG Australia Shareholders.

As at 12 May 2020 (being the last practicable date prior to the publication of this Information Memorandum), to the knowledge of Tuas, the following persons are directly or indirectly interested in 5% or more of the TPG Australia Shares:

Shareholder	Number of TPG Australia Shares held	Voting Power in TPG Australia (%)
David Teoh and his Associates	318,315,608	34.3
Washington H Soul Pattinson and Company Limited and its Associates	234,396,121	25.3

None of the shareholders referred to above has or will have different voting rights from any other holder of Tuas Shares in respect of any Tuas Shares held by them, following implementation of the Demerger.

The free float in Tuas Shares will not be less than 20% at the time of admission to the Official List.

10.5 Litigation and claims

The Tuas Directors are not aware of any current or threatened civil litigation, arbitration proceedings or administrative appeals, or criminal or governmental prosecutions of a material nature in which Tuas or TPG Singapore is directly or indirectly concerned, which is likely to have a material adverse effect on the business or financial position of Tuas or TPG Singapore.

10.6 Consents and disclaimer

10.6.1 Disclaimer

Each of the parties listed below in this Section 10.6 (each a consenting party), to the maximum extent permitted by law, expressly disclaims all liabilities in respect of, makes no representations regarding and takes no responsibility for any statements in or omissions from this Information Memorandum, other than the reference to its name in the form and context in which it is named and a statement or report included in this Information Memorandum with its consent as specified below.

10.6.2 Consents

Each of the consenting parties listed below has given and has not, at the time of lodgement of this Information Memorandum with ASX, withdrawn its written consent to the inclusion of statements in this Information Memorandum that are specified below in the form and context in which the statements appear:

• KPMG Transaction Services has given, and has not withdrawn, its written consent to be named in this Information Memorandum in the form and context in which it is so named and to the inclusion of its Investigating Accountant’s Report contained in Section 8 of this Information Memorandum;

• KPMG Singapore has given, and has not withdrawn, its written consent to be named in this Information Memorandum in the form and context in which it is so named;

• Greenwoods & Herbert Smith Freehills Pty Ltd has given, and has not withdrawn, its written consent to be named in this Information Memorandum in the form and context in which it is so named;

• Herbert Smith Freehills has given, and has not withdrawn, its written consent to be named in this Information Memorandum in the form and context in which it is so named;

• Macquarie Capital (Australia) Limited has given, and not withdrawn, its written consent to be named in this Information Memorandum in the form and context in which it is so named; and

• Computershare Investor Services Pty Limited has given, and has not withdrawn, its written consent to be named in this Information Memorandum in the form and context in which it is so named.

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No consenting party referred to in this Section 10.6 has made any statement that is included in this Information Memorandum or any statement on which a statement made in this Information Memorandum is based, except as stated above. Each consenting party referred to in this Section 10.6 has not authorised or caused the issue of this Information Memorandum, does not make any offer of Tuas Shares and expressly disclaims and takes no responsibility for any statements in or omissions from this Information Memorandum, except as stated above in this Section 10.6.

10.7 Summary of the Tuas Constitution

Tuas is a public company registered in Australia under the Corporations Act. Upon implementation of the Demerger, Tuas will adopt a constitution for a public listed company (Tuas Constitution) in substitution for its existing constitution. The Tuas Constitution is designed for an ASX listed company and has regard to usual market practice for ASX listed companies.

Some important features of the Tuas Constitution are summarised below.

10.7.1 Rights and obligations of Tuas Directors and officers

The Tuas Constitution sets out provisions in respect of the rights and obligations of Tuas Directors and officers, including:

• appointment, retirement and removal of directors, including the managing director and chairperson;

• appointment of a company secretary;

• remuneration of directors;

• powers of directors;

• meetings and written resolutions of directors; and

• the rights of directors and officers to be indemnified (subject to statute) against liabilities incurred as an officer of Tuas and the right of Tuas to maintain insurance in respect of directors and officers.

10.7.2 Powers of Tuas Board

Subject to the matters reserved for the general meetings of Tuas Shareholders, the business and affairs of Tuas are to be managed by the Tuas Board. In doing so, the Tuas Board may exercise all of the powers of Tuas to borrow or raise money, to charge any property or business of Tuas or all or any of its uncalled capital and to issue debentures or give any other security for a debt, liability or obligation of Tuas or any other person.

10.7.3 Composition of Tuas Board

The Tuas Board will be comprised of, at least, three and no more than 10 directors. Details of the directors of Tuas following the implementation of the Demerger are set out in Section 6.1.1.

The quorum for a meeting of the Tuas Board is two directors. Questions arising at a meeting of the Tuas Board are to be decided by a majority vote. In the case of an equality of votes on a proposed resolution, the chairman of a meeting does not have a second or casting vote and the proposed resolution is taken as lost.

10.7.4 General meetings

General meetings of Tuas are to be held in accordance with the Corporations Act. Each Tuas Shareholder will be entitled to receive notice of a general meeting and, except in certain circumstances, attend and vote at general meetings of Tuas.

10.7.5 Voting at a general meeting

Except where a resolution requires a special majority, questions arising at a general meeting must be decided by a majority of votes cast. If the votes are equal on a proposed resolution, the chairperson of the meeting has a casting vote, in addition to any deliberative vote.

Subject to the Tuas Constitution, the Corporations Act and to any special rights or restrictions attached to any class of shares, at a general meeting, each Tuas Shareholder has one vote on a show of hands, and one vote for each fully paid Tuas Share on a poll, or for a partly paid Tuas Share, a fraction of a vote equal to the proportion which the amount paid on the Tuas Share bears to the total issue price of the Tuas Share.

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10 Additional information

Voting at any meeting of Tuas Shareholders is by a show of hands, unless a poll is demanded or the chairperson of the meeting determines it appropriate. The quorum required for a meeting of Tuas Shareholders is five members present at the meeting and entitled to vote on a resolution.

The Tuas Board may make a determination allowing a direct vote at a general meeting, in which case the notice of a meeting will inform Tuas Shareholders of their rights to vote by direct vote.

10.7.6 Dividends

Under the Tuas Constitution, the Tuas Board may determine or declare that a dividend is payable, fix the amount and the time for payment, and determine the method of payment of the dividend to each Tuas Shareholder entitled to that dividend. The Tuas Board may rescind or alter any such determination or declaration before payment is made.

If a dividend is paid, it will be paid in proportion to the number of Tuas Shares held by a Tuas Shareholder and, in the case of partly paid Tuas Shares, in proportion to the percentage of the issue price that has been paid (excluding amounts credited and amounts paid in advance of a call).

Interest is not payable in respect of any dividend.

10.7.7 Transfer of Tuas Shares

Tuas Shareholders may transfer Tuas Shares subject to the constitution and the ASX Settlement Operating Rules. This may be by instrument in writing in any form the Tuas Board approves, or by any other method of transfer of marketable securities required or permitted by the Corporations Act, ASX Settlement Operating Rules and ASX and approved by the Tuas Board.

In certain circumstances, and subject to the Corporations Act and the ASX Listing Rules, the Tuas Constitution permits the Tuas Board to decline to register, or prevent registration of, a transfer of Tuas Shares or apply a holding lock to prevent a transfer of Tuas Shares.

10.7.8 Issue of further Tuas Shares

Subject to the Corporations Act and the ASX Listing Rules, the issue of shares (including partly paid shares and redeemable preference shares) in is under the control of the Tuas Board. The Tuas Board has the power to issue shares, options and other securities convertible into shares to any person at any time and for such consideration as it determines.

10.7.9 Preference shares

Tuas may issue preference shares including preference shares which are, or at the option of Tuas or the holder are, liable to be redeemed or convertible to ordinary shares. The rights attaching to preference shares are those set out in the Tuas Constitution unless other rights have been approved by special resolution passed at a separate meeting of the holders of shares of the class or with the written consent of the holders of 75% of the shares of the class.

10.7.10 Variation of class rights

The rights attached to any class of shares may, unless their terms of issue state otherwise, be varied in accordance with the procedures set out in the Tuas Constitution and the Corporations Act. This requires the written consent of the holders of 75% of the shares of the class or a special resolution passed at a separate meeting of the holders of the shares of the class.

10.7.11 Small holdings

Subject to the Tuas Constitution, the Tuas Board may sell the Tuas Shares of a Tuas Shareholder who holds less than a marketable parcel of Tuas Shares (unless a Tuas Shareholder notifies Tuas otherwise during the relevant notification period). After completion of the sale of shares, the proceeds will first be applied to paying the expenses of the sale as well as amounts payable by the former Tuas Shareholder to Tuas. Tuas must send the remaining balance to the relevant Tuas Shareholder.

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10.7.12 Plebiscite to approve proportional takeover bids

The Tuas Constitution includes proportional takeover bid provisions, which require that in case of an off-market bid for a specified proportion of the Tuas Shares, Tuas Shareholders must vote on whether to accept or reject the offer and that decision will be binding on all the Tuas Shareholders.

10.7.13 Calls, forfeiture and liens

Tuas has a first and paramount lien on every Tuas Share for, among other things, all due and unpaid calls, and all money which Tuas is required by law to pay, and has paid, in respect of a Tuas Share.

If a Tuas Shareholder fails to pay a call in respect of any amount unpaid on any Tuas Shares on the payment date specified, Tuas may give notice to that Tuas Shareholder requiring payment of that call, together with any costs and interest that has accrued. If, after receiving notice, the call remains unpaid, the directors may by resolution forfeit the relevant Tuas Shares.

The directors may sell, otherwise dispose of or reissue Tuas Shares forfeited in this way, subject to compliance with the Corporations Act and the ASX Listing Rules.

10.7.14 Indemnification

Tuas may, to the full extent permitted by law, indemnify any current or former director or executive officer of Tuas and other officers of Tuas or its related bodies corporate as the Tuas Board determines against any losses, liabilities, costs, charges and expenses incurred by the person in that capacity.

Further, Tuas has entered into deeds of access, indemnity and insurance with each Tuas Director which confirm the director’s right of access to board papers and require Tuas to indemnify a Tuas Director for a liability incurred as an officer of Tuas or of any of its subsidiaries, subject to the restrictions imposed by the Corporations Act and the Tuas Constitution. Further details of the terms of the deeds of access, indemnity and insurance are set out in section 6.2.1.3.

10.7.15 Winding up

If Tuas is wound up, the liquidator may, with the sanction of a special resolution of Tuas Shareholders, distribute among Tuas Shareholders the whole or any part of the property of Tuas and may determine how to distribute the property as between Tuas Shareholders or different classes of Tuas Shareholders.

10.7.16 Access to records

Tuas may enter into contracts with a Tuas Director or former Tuas Director agreeing to provide continuing access for a specified period after the Tuas Director ceases to be a Tuas Director to Tuas Board papers, books, records and documents of Tuas which relate to the period during which the Tuas Director or former Tuas Director was a Tuas Director on such terms and conditions as the Tuas Board thinks fit.

Tuas may procure that its subsidiaries provide similar access to board papers, books, records or documents.

10.7.17 Tuas Directors’ fees

Under the Tuas Constitution, the aggregate remuneration of the Non-Executive Tuas Directors is to be a yearly sum not exceeding the sum from time to time determined by Tuas Shareholders in general meeting.

That sum has currently been fixed at A$500,000 per year.

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10 Additional information

10.8 Regulatory consents, exemptions and waivers

10.8.1 ASIC

10.8.1.1 On-sale relief

ASIC has granted an exemption from the resale provisions in sections 707(3) and (4) of the Corporations Act to permit Tuas Shares to be freely on-sold in the 12 months following their transfer under the Demerger (irrespective of whether those Tuas Shares were distributed to Eligible TPG Australia Shareholders or to the Sale Agent). Specifically, the exemption applies where:

• after the Demerger, a holder makes an offer of Tuas Shares for sale;

• within the previous 12 months of the offer, the Tuas Shares were transferred to an Eligible TPG Australia Shareholder or the Sale Agent under the Demerger; and

• the offer is not made within 12 months of a sale or transfer of the Tuas Shares by a person (other than TPG Australia) who:

• controls Tuas;

• would have been required by subsection 707(2) of the Corporations Act to give disclosure to investors under Part 6D.2 but for section 708 of the Corporations Act; and

• did not give disclosure to investors under Part 6D.2 because of section 708 of the Corporations Act.

10.8.1.2 Short selling relief

ASIC has also granted an exemption from compliance with section 1020B(2) of the Corporations Act relating to short selling to permit sales of Tuas Shares during the period of conditional and deferred settlement trading on ASX.

10.8.2 ASX waivers and confirmations

Tuas has applied to ASX for certain “in- principle” confirmations in connection with the Demerger. In particular, Tuas has sought confirmation from ASX that it will:

• confirm that Tuas is suitable for admission under ASX Listing Rules 1.1 condition 1 and 1.19;

• confirm to Tuas that for the purposes of ASX Listing Rule 1.1 condition 3, Tuas may issue an information memorandum that complies with the requirements of ASX Listing Rule 1.4; and

• confirm that none of the Tuas Shares to be transferred under the Demerger will be restricted securities for the purposes of ASX Listing Rule 9.1.

10.8.3 IMDA

TPG Singapore also applied to the IMDA for approval of various matters to implement the Demerger, including:

• the transfer of TPG Singapore from TPG Australia to Tuas, to be listed on the ASX; and

• changes to TPG Singapore’s board, including the appointment of David Teoh to the board of TPG Singapore.

As at the date of this Information Memorandum, TPG Singapore has received conditional approval from the IMDA. The conditions include ASX formally approving Tuas’s listing. Subject to TPG Australia Shareholders and the court approving the TPG Australia Scheme, Tuas expects to be able to satisfy those conditions, so that the Demerger can proceed as described in this Information Memorandum.

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10.9 Supplementary information

Tuas will issue a supplementary document to this Information Memorandum if it becomes aware, between the date of lodgement of this Information Memorandum with ASX and the date on which Tuas Shares are granted Official Quotation by ASX, that:

• a material statement in this Information Memorandum is misleading or deceptive in a material respect;

• there is a material omission from this Information Memorandum;

• there has been a significant change affecting a matter included in this Information Memorandum; or

• a significant new matter has arisen which would have been required to be included in this Information Memorandum if it had arisen before the date of lodgement of this Information Memorandum with ASX.

The form which the supplementary document may take will depend on the nature and timing of the new or changed circumstances.

10.10 Statements by Tuas Directors

This Information Memorandum has been authorised by each Tuas Director who has consented to its lodgement with ASX and its issue and has not withdrawn that consent.

Each director of Tuas believes that Tuas has enough working capital to carry out its stated objectives.

10.11 Fees and other costs

The indicative total costs of the Demerger payable by Tuas (exclusive of GST) for ASX lodgement, legal expenses and printing and other miscellaneous expenses are approximately A$2 million. As at the date of this Information Memorandum, approximately A$1.2 million in costs have been incurred in connection with the Demerger.

The total fees for professional services paid or payable by Tuas are approximately A$1.6 million. This includes fees for financial advisers, lawyers, accounting and tax advisers, other experts, and communication consultants (including the Tuas Share Registry).

10.12 Interests of experts or advisers

Other than as set out in this Information Memorandum, no expert or adviser named in this Information Memorandum or entity in which any such expert or adviser is a member or partner has any interest in the promotion of Tuas or in any property acquired or proposed to be acquired by Tuas and no amounts, whether in cash or securities or otherwise, have been paid or agreed to be paid by any person to any such expert or adviser or to any entity in which any such expert or adviser is a member or partner, either to induce him or her to become, or to qualify him or her as, a director, or otherwise for services rendered by him or her or by the entity in connection with the promotion or formation of Tuas.

10.13 Governing law

This Information Memorandum is governed by the law applicable in New South Wales and each Tuas Shareholder submits to the exclusive jurisdiction of the courts of New South Wales.

Signed on behalf of each Tuas Director

by

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David Teoh Executive Chairman

Date: 19 May 2020

TUAS LIMITED Information Memorandum | 95

SECTION

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The meanings of the terms used in this Information Memorandum are set out below:

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Term Meaning
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1G	First-Generation.
256-QAM	256-Quadrature Amplitude Modulation.
2G	Second-Generation.
3G	Third-Generation.
3GPP	3rd Generation Partnership Project.
4G	Fourth-Generation.
5G	Fifth-Generation.
A$	Australian dollars.
ASIC	Australian Securities & Investments Commission.
Associate	has the meaning given in section 12 of the Corporations Act, as if subsection 12(1) of
	the Corporations Act includes a reference to this Information Memorandum and TPG
	Australia or Tuas (as applicable) was the designated body.
ASX	Australian Securities Exchange.
ASX Listing Rules	offcial listing rules of ASX.
ASX Principles	ASX principles for listed entities developed and released by the ASX Corporate
	Governance Council.
ASX Settlement	the settlement operating rules of ASX.
Operating Rules
ATO	Australian Taxation Offce.
Audit & Risk Committee	Tuas Audit and Risk Committee.
CAGR	compounded annual growth rate.
CASS	Consumer Awareness and Satisfaction Survey that is conducted by the IMDA.
CFP	Call for Proposal.
CGT	capital gains tax.
CHESS	Clearing House Electronic Subregister System, operated in accordance with the
	Corporations Act.
Committee	a Tuas Board committee.
Conditions	the conditions set out in Section 2.5.
Corporations Act	Corporations Act 2001(Cth).
COVID-19 global	has the meaning set out in Section 7.4.6.
pandemic
Demerger	the demerger of the Tuas Group from TPG Australia through the implementation of the
	In-Specie Dividend as described in this Information Memorandum.
Demerger	the date that the Demerger is implemented, which is expected to be Monday,
Implementation Date	13 July 2020.
EBITDA	earnings before interest, tax, depreciation and amortisation.

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11 Glossary

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Term Meaning
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Effective	the coming into effect, under subsection 411(10) of the Corporations Act, of a court
	order made under paragraph 411(4)(b) of the Corporations Act in relation to the TPG
	Australia Scheme.
Eligible TPG Australia	a TPG Australia Shareholder (other than an Ineligible TPG Australia Shareholder).
Shareholder
FBO	Facilities-Based Operator.
FBO Licence	a 4G facilities-based operator licence granted by the IMDA to TPG Singapore on
	1 April 2017.
Financial Information	the fnancial information described in Section 5.
Financial Year	• the period from 1 July 2016 (date of incorporation of TPG Singapore) to
	31 July 2017; or
	• the 12 month period ended 31 July 2018 or 31 July 2019 (as the context requires).
	A reference toFY17,FY18orFY19is a reference to the fnancial years ended or ending
	31 July 2017, 31 July 2018 and 31 July 2019 respectively.
FIRB	Foreign Investment Review Board.
GDP	gross domestic product.
GSA	General Spectrum Auction.
HY20	the six months ending 31 January 2020.
ICT	information and communications technology.
IDA	Info-communications Development Authority.
IMDA	Infocomm Media Development Authority of Singapore.
IMT	International Mobile Telecommunications.
IMT-Advanced	International Mobile Telecommunications-Advanced.
iN2015	Intelligent Nation 2015 masterplan.
Indicative Timetable	the indicative timetable on page 5 of this Information Memorandum.
Ineligible TPG Australia	a TPG Australia Shareholder whose address shown in the TPG Australia Register on the
Shareholder	In-Specie Dividend Record Date is a place outside Australia and its external territories or
	New Zealand, unless TPG Australia determines (in its absolute discretion) that it is lawful
	and not unduly onerous or impracticable to issue that TPG Australia Shareholder with
	Tuas Shares on the In-Specie Dividend Record Date.
Information Memorandum	this information memorandum.
In-Specie Dividend	the dividend in the amount of the In-Specie Dividend Value to be declared by the TPG
	Australia Board, to be satisfed by means of the distribution of Tuas Shares to TPG
	Australia Shareholders.
In-Specie Dividend	the time and date on which the entitlements of TPG Australia Shareholders to the
Record Date	In-Specie Dividend will be determined, which is currently expected to be 7.00pm
	(Sydney time), Wednesday, 1 July 2020.
In-Specie Dividend Value	the market value of the Tuas Shares received pursuant to the In-Specie Dividend
	calculated by reference to the VWAP of Tuas Shares for the frst fve trading days
	starting from the date of the commencement of trading of Tuas Shares on ASX
	(including on a conditional and deferred settlement basis).
Investigating	the report produced by the Investigating Accountant set out in Section 8.
Accountant’s Report

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Term Meaning
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IP Deed	an agreement to be entered into by TPG Australia and TPG Singapore, under which
	each of TPG Australia and TPG Singapore assigns each other certain intellectual
	property rights in software to hold as co-owners following the Demerger, a description
	of which is set out in Section 4.7.3.
Key Management	the Executive Chairman and Chief Executive Offcer of Tuas.
KPMG Singapore	KPMG LLP (Registration No. T08LL1267L), an accounting Limited Liability partnership
	registered in Singapore under the Limited Liability Partnership Act (Chapter 163A) and a
	member frm of the KPMG network of independent member frms affliated with KPMG
	International Cooperative (KPMG International), a Swiss entity.
KPMG Transaction	KPMG Transaction Services, which is a division of KPMG Financial Advisory Services
ServicesorInvestigating	(Australia) Pty Ltd (ABN 43 007 363 215).
Accountant
Merger	the merger of equals between VHA and TPG Australia that is proposed to take place
	pursuant to the TPG Australia Scheme.
MIMO	Multiple-Input, Multiple-Output.
MNO	Mobile Network Operator.
MRT	Mass Rapid Transport.
MVNO	Mobile Virtual Network Operators.
NESA	New Entrant Spectrum Auction.
Non-Executive Directors	the non-executive directors of Tuas.
NRF	National Research Foundation.
Offcial List	the Offcial List of the ASX.
Offcial Quotation	quotation of Tuas Shares on the Offcial List.
OTT	over-the-top.
Pro Forma Adjustments	the pro forma adjustments in respect of the Pro Forma Historical Statement of Financial
	Position as described in Section 5.5.2.
QoS	Quality of Service.
RAN	Radio Access Network.
RIO	Reference Interconnection Offcer.
S$	Singapore dollars.
Sale Agent	the person nominated by TPG Australia to sell the Tuas Shares that are attributable to
	Ineligible TPG Australia Shareholders under the In-Specie Dividend.
Sale Facility	the sale facility described in Section 2.7.
Sale Facility Proceeds	the proceeds from the sale of an Ineligible TPG Australia Shareholder’s Tuas Shares
	under the Sale Facility (after deduction of any applicable brokerage, stamp duty
	and other costs), calculated on an averaged basis so that all Ineligible TPG Australia
	Shareholders are entitled to the same amount for each Tuas Share sold on their behalf.
SBO	Services-Based Operator.
Scheme Implementation	the scheme implementation deed dated 30 August 2018 between, among others, TPG
Deed	Australia and VHA relating to the implementation of the TPG Australia Scheme.
Section	a section of this Information Memorandum.

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11 Glossary

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Term Meaning
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Separation Deed	the agreement to be entered into by TPG Australia and Tuas dealing with the separation
	arrangements between the parties arising in connection with the Demerger, a summary
	of which is set out in Section 4.7.1.
SFN	Single Frequency Network.
SFRS	Singapore Financial Reporting Standards.
SGX	Singapore Exchange Limited.
Shareholder Information	1300 855 080 (within Australia) or +61 3 9415 4000 (outside Australia).
Line
Singapore	Telecommunications Act (Cap. 323).
Telecommunications Act
Singtel	Singapore Telecommunications.
Spectrum Right	the right granted to TPG Singapore as set out in Section 3.7.2.3.
SPH	Singapore Press Holdings.
TAS	Telecommunications Authority of Singapore.
Telecom Competition	Code of Practice for Competition in the Provision of Telecommunication Services 2012.
Code
TPG Australia	TPG Telecom Ltd ACN 093 058 069.
TPG Australia Board	the board of directors of TPG Australia.
TPG Australia	the constitution of TPG Australia.
Constitution
TPG Australia	convertible notes with a face value of S$1.00 each issued by TPG Singapore to TPG
Convertible Notes	Australia, which are convertible into ordinary shares in TPG Singapore.
TPG Australia Directors	the directors of TPG Australia.
TPG Australia Group	TPG Australia and each of its subsidiaries (excluding the Tuas Group).
TPG Australia Register	the register of members of TPG Australia maintained by or on behalf of TPG Australia in
	accordance with section 168(1) of the Corporations Act.
TPG Australia Scheme	the scheme of arrangement under Part 5.1 of the Corporations Act between TPG
	Australia and TPG Australia Shareholders under which it is proposed that VHA will
	acquire all shares in TPG Australia.
TPG Australia Scheme	the scheme booklet in respect of the TPG Australia Scheme lodged with ASIC on
Booklet	19 May 2020.
TPG Australia Share	an ordinary share in the capital of TPG Australia.
TPG Australia Share	Computershare Investor Services Pty Limited.
Registry
TPG Australia	a registered holder of TPG Australia Shares.
Shareholder
TPG Singapore	TPG Telecom Pte. Limited.
TPG Singapore Board	the board of directors of TPG Singapore.
TPG Singapore Directors	the directors of TPG Singapore.

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Term Meaning
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TPG Singapore Historical	the historical fnancial information of TPG Singapore set out in Section 5.
Financial Information
TPG Singapore	the fnancial information set out in Section 5.5.1.
Historical Statement
of Financial Position
Transitional Services	an agreement to be entered into by TPG Australia, TPG Singapore and Tuas, under
Agreement	which TPG Australia will provide certain services to the Tuas Group and grant a licence
	over the TPG brand and logo for a period following the Demerger, a description of which
	is set out in Section 4.7.2.
Tuas	Tuas Limited ACN 639 685 975.
Tuas Board	the board of directors of Tuas.
Tuas Constitution	the constitution of Tuas.
Tuas Directors	the directors of Tuas.
Tuas Group	Tuas, TPG Singapore and Tuas Solutions.
Tuas Group Pro Forma	the fnancial information set out in Section 5.5.2.
Historical Statement of
Financial Position
Tuas Register	the register of members of Tuas maintained by or on behalf of Tuas.
Tuas Share	a fully paid an ordinary share in the capital of Tuas.
Tuas Share Registry	Computershare Investor Services Pty Limited.
Tuas Shareholder	a registered shareholder of Tuas Shares.
Tuas Solutions	Tuas Solutions.
US Securities Act	United States Securities Act of 1933, as amended.
VHA	Vodafone Hutchison Australia Pty Limited ACN 096 304 620.
Voting Power	has the meaning given in section 610 of the Corporations Act.
VWAP	the market volume weighted average price of the relevant shares traded on ASX
	during the relevant period but does not include any trades which TPG Australia, in its
	discretion, determines to be outside the ordinary course of trading, which may include
	off-market trades including but not limited to any “Crossing” transacted outside the
	“Open Session State” or any “Special Crossing” transacted at any time, each as defned
	in the ASX Operating Rules, or any overseas trades or trades pursuant to the exercise of
	options over such shares.

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APPENDIX

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Appendix 1 FY19 Audited Financial Statements of TPG Singapore

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APPENDIX

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Appendix 2 HY20 Condensed Interim Financial Report of TPG Singapore

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Corporate directory

COMPANY

Tuas Limited ACN 639 685 975

63-65 Waterloo Road Macquarie Park NSW 2113 www.tuas.com.au

FINANCIAL ADVISER

Macquarie Capital (Australia) Limited Level 4, 50 Martin Place Sydney NSW 2000

AUDITOR

KPMG

SHARE REGISTRY

Computershare Investor Services Pty Ltd

Level 3, 60 Carrington Street Sydney NSW 2000 Telephone: 1300 855 080 (within Australia) +61 3 9415 4000 (outside Australia)

300 Barangaroo Avenue Sydney NSW 2000

LEGAL ADVISER

Herbert Smith Freehills

Level 34, ANZ Tower 161 Castlereagh Street Sydney NSW 2000

INVESTIGATING ACCOUNTANT

TAX ADVISER

KPMG Transaction Services

a division of KPMG Financial Advisory Services (Australia) Pty Ltd 300 Barangaroo Avenue Sydney NSW 2000

Greenwoods & Herbert Smith Freehills Pty Ltd

Level 34, ANZ Tower 161 Castlereagh Street Sydney NSW 2000

TUAS LIMITED Information Memorandum | 153

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