KrisEnergy : Amended Explanatory Statement (clean)

November 27, 2020 at 08:41 pm IST

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

It contains important information and should be read in its entirety. If you are in doubt about what action you should take, you should consult your professional advisor without delay.

Unless otherwise defined, the capitalised terms used throughout this document ("Explanatory Statement") shall bear the same meanings as defined in the Scheme of Arrangement dated 20 November 2020 and annexed hereto as Appendix A (the "Scheme").

This Explanatory Statement is addressed and distributed only to Creditors who are persons to whom it may be lawful to distribute it. This Explanatory Statement is directed only at the Creditors and must not be acted on or relied upon by persons who are not Creditors.

You have been notified by way of advertisement in the Straits Times, the Business Times and Lianhe Zaobao, and by way of announcement on SGXNet and the Company's website, that this Explanatory Statement, the Scheme and the notice to convene the Court Meeting have been published on the Company's website and SGXNet and are also available on request by sending an email to krisenergy@ajcapital.asia. Should hard copies be required, these will be available at the Company's premises at 83 Clemenceau Avenue #10-05 UE Square, Singapore 239920, during normal business hours on any day prior to the date of the Court Meeting (other than a Saturday, Sunday or a public holiday) with two business days' notice, subject to any laws implemented in connection with COVID- 19 which could restrict the Company's ability to open its offices.

EXPLANATORY STATEMENT TO THE

SCHEME OF ARRANGEMENT PURSUANT TO SECTION 210 OF THE COMPANIES ACT (CAP.

50, 2006 REV ED)

Between

KRISENERGY LTD.

(Company Registration Number: WK-231666)

(the "Company")

and

THE CREDITORS

(as defined in the Scheme)

A meeting of the Scheme Creditors to consider and, if thought fit, approve the Scheme will be held on 14 January 2021 at 1 p.m.

The action that the Creditors should take is set out in this Explanatory Statement. As a Creditor, whether or not you intend to be present at the meeting, you are requested to complete and return the Proof of Debt and Proxy Form enclosed with this document in accordance with the instructions and notes contained therein. If you are a 2022 Noteholder or 2023 Noteholder, you are not required to file a Proof of Debt.

Subject to applicable law and as provided in this Explanatory Statement and the Scheme, the Company may, prior to the calling of the Court Meeting, delete, modify, amend or add to the terms of the proposed Scheme which the Company may think fit. Details of any deletion, modification, amendment and/or addition will be announced to all Creditors via SGXNet and the Company's website as soon as reasonably practicable after the decision for such amendment is made.

Dated this 27th day of November 2020.

	CONTENTS
		PAGE
1.	INTRODUCTION ...............................................................................................................................	4
2.	IMPORTANT INFORMATION...........................................................................................................	4
3.	HISTORY AND BUSINESS OF THE COMPANY............................................................................	6

4. THE KEL GROUP'S FINANCIAL DIFFICULTIES AND ITS PRESENT FINANCIAL POSITION ..8

5.	EFFORTS AT RESTRUCTURING ................................................................................................	15
6.	THE RESTRUCTURING................................................................................................................	21
7.	RATIONALE AND OBJECTIVES OF THE SCHEME...................................................................	33
8.	ADMINISTERING AND IMPLEMENTING THE SCHEME ...........................................................	37
9.	NOTICE...........................................................................................................................................	43
10.	RELEVANT DISCLOSURES .........................................................................................................	43
APPENDIX A - THE SCHEME ..................................................................................................................	A-1
APPENDIX B - NOTICE OF COURT MEETING ......................................................................................	B-1
APPENDIX C - PROOF OF DEBT FORM ................................................................................................	C-1
APPENDIX D - PROXY FORM .................................................................................................................	D-1
APPENDIX E - CORPORATE STRUCTURE OF THE KEL GROUP......................................................	E-1
APPENDIX F - LIST OF O&G ASSETS ....................................................................................................	F-1
APPENDIX G - FINANCIAL STATEMENTS............................................................................................	G-1
APPENDIX H - SECURITY GRANTED FOR THE REVOLVING CREDIT FACILITY AND THE NEW
	CBA FACILITY .................................................................................................................	H-1
APPENDIX I - LIST OF LIABILITIES........................................................................................................	I-1
APPENDIX J - LIST OF EXCLUDED CREDITORS ................................................................................	J-1
APPENDIX K - THIRD PARTY RELEASES .............................................................................................	K-1
APPENDIX L - LIQUIDATION ANALYSIS ...............................................................................................	L-1
APPENDIX M - GOING CONCERN ANALYSIS......................................................................................	M-1
APPENDIX N - FORECASTS OF PROJECTIONS AND CASH FLOWS ...............................................	N-1
APPENDIX O - CREDITORS WHICH COULD BE COMPROMISED UNDER THE SCHEME ............	O-1

IMPORTANT NOTICE

Explanatory Statement Content

This Explanatory Statement is being distributed to all Creditors solely for the purposes of the Scheme and is for the exclusive use of the persons to whom it is addressed. Nothing in this Explanatory Statement should be relied on for any purpose other than to make a decision in respect of the Scheme.
The information contained in this Explanatory Statement has been prepared based on the information available to the Company as at the date of this Explanatory Statement. The Company has taken reasonable steps to ensure that this Explanatory Statement contains the information reasonably necessary to enable the Creditors to make an informed decision about the effect of the Scheme on them.
While the Company has taken reasonable care in the preparation of the information provided herein, no representation or warranty is made that the information contained in the Explanatory Statement or the Scheme is accurate or complete.
In assisting the Company to prepare this Explanatory Statement, none of the Advisors have verified that the information contained in this Explanatory Statement is in accordance with facts and does not omit anything likely to affect the accuracy of such information.
This Explanatory Statement contains extensive and detailed information and should be read in its entirety. If you are in doubt about this document or as to the action which you should take, you should consult your financial advisor, stockbroker, bank manager, solicitor, accountant, tax advisor or other professional advisor immediately. This Explanatory Statement shall not be construed as legal, tax or financial advice and each Creditor is recommended to consult with your own professional advisors in relation to the Scheme. The Advisors are advisers to the Company in connection with the Restructuring Exercise and will not be responsible to anyone other than the Company for providing advice in connection with the Restructuring Exercise.
The Explanatory Statement and the Scheme are to be taken as mutually explanatory of each other but in the event of any conflict or inconsistency between the Explanatory Statement and the Scheme, the terms of the Scheme shall prevail.

Important Information

Date and time for lodgement of the Proof of Debt for the purposes of voting at the Court Meeting ("Proof of Debt Submission Deadline"): 4 December 2020 by 6 p.m.
Date and time for lodgement of the proxy form ("Proxy Form") for the purposes of voting at the Court Meeting ("Proxy Form Submission Deadline"): 11 January 2021 by 1 p.m.
Place to submit Proof of Debt and Proxy Form ("Specified Address"): krisenergy@ajcapital.asiaor 36 Armenian Street, #04-07, Singapore 179934 (Attention: Luke Furler / Zara Xue)
Date and time of the Court Meeting: 14 January 2021 at 1 p.m.
Place of the Court Meeting: The electronic meeting platform, Zoom, via Easy Video

Contacts

The Company can be contacted at krisenergy@ajcapital.asiashould you have any questions or requests for assistance in relation to the proposed Scheme, including any questions in relation to the submission of the Proofs of Debt or Proxy Forms.

To: The Creditors

PROPOSED SCHEME OF ARRANGEMENT UNDER SECTION 210(1) OF THE COMPANIES ACT

1. INTRODUCTION

The Company issues this Explanatory Statement pursuant to Section 211 of the Companies Act. It is to accompany the proposed Scheme between the Company and its Creditors that will be tabled at the Court Meeting to be held on 14 January 2021 at 1 p.m. The notice of the Court Meeting is annexed hereto as Appendix B.
The purpose of the Explanatory Statement is to provide the Creditors with information on the Scheme and to explain the effect of the Scheme proposed to be entered into between the Company and the Creditors. As such, the Explanatory Statement should be read, construed and interpreted in the context of the Scheme. In the event of any conflict or inconsistency between the Explanatory Statement and the Scheme, the terms of the Scheme shall prevail.
Further, except where words or phrases are otherwise defined or the context otherwise indicates or requires, words and phrases shall have the meaning as is attributed to them in the Scheme.

2. IMPORTANT INFORMATION

What is a Scheme of Arrangement?
1. Under Singapore law, a scheme of arrangement of the kind proposed here is a compromise or arrangement provided for under Section 210 of the Companies Act. The arrangement becomes legally binding on all Creditors to whom it is intended to apply if a majority in number representing three-fourths in value of the Scheme Creditors present and voting by proxy (the "Requisite Majority") vote in favour of the Scheme at the Court Meeting and the Court subsequently approves it.
2. The scheme of arrangement will become effective and binding upon the date of lodgment with the Accounting and Corporate Regulatory Authority ("ACRA") of the order of court sanctioning the scheme of arrangement (or on such earlier date as the Court may determine and as may be specified in the order of court sanctioning the Scheme) and will be implemented upon the fulfillment of the Implementation Conditions as listed in paragraph 8.4.2 below.
Are you a Scheme Creditor?
1. The Scheme is proposed to all Creditors.
2. No assignment, sale or transfer of any interest in any Claim after the Ascertainment Date shall be recognised by the Company or the Chairman for the purposes of determining entitlement to attend and vote at the Court Meeting. Persons who hold Scheme Claims against the Company as at the Ascertainment Date shall be Scheme Creditors. A transferee of an interest in a Claim after the Ascertainment Date will not be entitled to vote at the Court Meeting. Such transferee will need to make arrangements with the transferor to ensure that the transferor votes in accordance with the wishes of the transferee. Persons who have acquired an interest in a Scheme Claim after the Ascertainment Date should contact the person from whom they acquired such an interest to ensure distribution of the equity to them or their nominee pursuant to the terms of the Scheme. The Company and the Chairman accept no responsibility or liability in respect of such matters whatsoever. A transferee of a beneficial or proprietary interest in any Claim after the Ascertainment Date will, however, be bound by the terms of the Scheme in the event it becomes effective.
How can a Scheme Creditor participate in voting for the Scheme?

Proof of Debt

If you take the view that you have a Claim against the Company or any member of the KEL Restructuring Group, please submit a Proof of Debt. Subject to paragraph 2.3.3 below, in order to be able to participate in voting for the Scheme, you have to submit a Proof of Debt in respect of your Claims to the Chairman at the Specified Address no later than the Proof of Debt Submission Deadline.
Each Creditor should include in his Proof of Debt all Claims, including any interest to which he may be entitled, and state any assets which have been provided as Security for such Claims and the value of such assets (if any), up to and including the Ascertainment Date.
If you are a 2022 Noteholder or a 2023 Noteholder, you are not required to file a Proof of Debt. The Company will file a Proof of Debt on your behalf based on the holdings reflected in records maintained by CDP as at the Ascertainment Date. The Chairman will admit all amounts in respect of the holdings reflected in the records maintained by the CDP together with the relevant interest for the purpose of voting at the relevant Court Meeting and any distributions made under the Scheme in accordance with its terms (if sanctioned).
Creditors who are not 2022 Noteholders or 2023 Noteholders should note that, whether or not the Creditor is attending the Court Meeting, a valid Proof of Debt must be received by the Chairman at the Specified Address no later than the Proof of Debt Submission Date. Otherwise, subject to the Chairman's absolute discretion, the
Creditor will not be entitled to vote at the Court Meeting. In addition, such a Creditor shall not be entitled to any payment of its Claim. Any Claim that the Creditor has shall be forever waived, released, discharged and extinguished, and the Creditor shall not have any rights, interests and claims against the Company in respect of such Claim, save as the Chairman may otherwise permit at his or her absolute discretion (including the discretion to accept that Claim and determine its Adjudicated Claim Amount based on the amount stated to be owing to that Creditor in the books and records of the Company).
Please refer to Appendix C for a form of the Proof of Debt for your attention and use.

Proxy forms - 2022 Noteholders and 2023 Noteholders which are not CDP Account Holders ("Beneficial Holders")

Beneficial Holders should not use the Proxy Forms provided in this Explanatory Statement at Appendix D.
If you are a Beneficial Holder who wishes to record your vote at the Court Meeting please note that you cannot do so in your individual capacity. Please contact your Relevant Intermediary and instruct them to provide instructions for the CDP Account Holder to vote on your behalf. As the CDP Account Holder will have to submit the Proxy Form to the Chairman at the Specified Address by no later than the Proxy Form Submission Deadline, you are strongly encouraged to reach out to your Relevant Intermediary as soon as possible as the CDP Account Holder may set a deadline earlier than the Proxy Form Submission Deadline. If you are a Relevant Intermediary, unless your Beneficial Holders vote unanimously for or against the Scheme, each Beneficial Holder's vote shall only be taken into account for Section 210(3AB)(b) of the Companies Act ("Value Test").

Proxy forms - All Scheme Creditors save for the Beneficial Holders

2.3.8 Save for Beneficial Holders, a Scheme Creditor will need to submit a completed Proxy Form to the Chairman at the Specified Address no later than the Proxy Form Submission Deadline. Please refer to Appendix D for a form of the Proxy Form for

your attention and use. Unless a valid Proxy Form is received by the Chairman by the Proxy Form Submission Deadline at the Specified Address, the proxy of such Scheme Creditor will not be entitled to vote at the Court Meeting, unless so otherwise allowed at the discretion of the Chairman of the Court Meeting. Any Proxy Form which a Scheme Creditor wishes to revoke after the Proxy Form Submission Deadline can only be revoked at the sole discretion of the Chairman. The relevant instructions for completing and submitting the Proxy Form can be found in the form itself.

2.3.9 If you are a CDP Account Holder, unless your Beneficial Holders vote unanimously for or against the Scheme, any voting instructions received from your Beneficial Holders should only be taken into account for the Value Test. For the purposes of Section 210(3AB)(a) of the Companies Act, in the event that your Beneficial Holders do not vote unanimously, one vote should be cast for and one vote should be cast against the Scheme. Each CDP Account Holder should also themselves be satisfied that the votes submitted by any Beneficial Holder are accurate. The Company and Chairman will bear no responsibility in ascertaining the accuracy of the votes of the Beneficial Holder.

3. HISTORY AND BUSINESS OF THE COMPANY

Incorporation, Shareholding and Directors
1. Incorporated in 2009 in the Cayman Islands, the Company is primarily engaged in the business of exploring and extracting oil and gas resources in Asia with exploration, development and production assets in Bangladesh, Cambodia, Thailand, Indonesia and Vietnam. The Company's business is regional and it holds licences issued by the respective governments or regulatory bodies in Bangladesh, Cambodia, Indonesia, Thailand and Vietnam to explore for, develop and/or extract oil and gas resources in each of the assets. In July 2013, the Company completed its initial public offering and listed on the Mainboard of the SGX-ST.
2. The Company is the ultimate holding company of a wider group of companies engaged in the upstream oil and gas sector in Asia (the "KEL Group"). The principal activity of the Company is that of investment holding. The corporate structure of the KEL Group is annexed hereto at Appendix E.
3. The directors of the Company ("Directors") are:
4. 1. Tan Ek Kia;
  2. Tang Chih Hao Kelvin;
  3. Koh Tiong Lu John;
  4. Alan Rupert Nisbet; and
  5. Bernard Castanet.
5. Keppel Oil & Gas Pte Ltd ("Keppel O&G"), a wholly-owned subsidiary of Keppel Corporation Limited ("Keppel Corp"), is the largest shareholder of the Company, owning 39.81% of its Shares.
The Company's and the KEL Group's Business Activities
1. The KEL Group is primarily engaged in the upstream oil and gas sector in Asia with exploration, development and production assets in Bangladesh, Cambodia, Thailand, Indonesia and Vietnam. The KEL Group's business is regional and it holds licences issued by the respective governments or regulatory bodies in Bangladesh, Cambodia,

Indonesia, Thailand and Vietnam to explore for, develop and/or extract oil and gas resources in each of the assets.

3.2.2 As at 16 October 2020, the KEL Group's portfolio includes the following 10 oil and gas assets ("O&G Assets"). Each of these assets will require continual capital expenditure funding for work to continue in the relevant area:

4 O&G Assets in the exploration phase and which are in contract areas including Bangladesh, Indonesia and Vietnam. These assets are:
1. the Sakti production sharing contract in the East Java Sea, Indonesia
  ("Sakti PSC");
2. the Udan Emas production sharing contract in Bintuni Basin, Indonesia ("Udan Emas PSC") which expired in 19 July 2020 and is pending official acknowledgement of relinquishment;
3. the SS-11 production sharing contract in the Bay of Bengal in Bangladesh, which will expire on 11 March 2021; and
4. Block 115/09 in Vietnam. In January 2020, KrisEnergy (Vietnam 115) Ltd. which is an indirect subsidiary of the Company, entered into a farm-out agreement for the sale, assignment and transfer of its undivided 100% participating interest in respect of Block 115/09 in Vietnam subject to certain conditions and approvals by the relevant government authorities ("Farm-outAgreement"). The long stop date for completion under the Farm-out Agreement is 31 December 2020. Further details on the Farm-out Agreement can be found in paragraphs 5.4.4 and 5.4.6 below.
1 O&G Asset under development, this being the initial development phase comprising a simple wellhead support structure capable of housing up to six development wells (the "Mini-Platform"), the drilling of five initial development wells, the Ingenium II production barge for oil, gas and water processing and the leasing of a floating storage and offloading vessel ("FSO") for the storage of oil production ("Mini Phase 1A") from the Apsara oil field in Cambodia Block A in the Gulf of Thailand ("CBA").
3 O&G Assets in the development phase. These assets are:
1. CBA in respect of developments beyond Mini Phase 1A;
2. the Rossukon oil field in G6/48 in the Gulf of Thailand ("G6/48"), which is subject to extension of production area licence. The licence at G6/48 will expire on 15 November 2021. The KEL Group will be seeking an extension of this licence. It is unclear when the Thai government will make its determination on the extension application; and
3. the Lengo gas field in the Bulu production sharing contract in the East Java Sea, Indonesia ("Bulu PSC"), which is subject to extension of the existing plan of development and conclusion of a gas sales agreement. The licence at the Bulu PSC will expire on 25 November 2020. The KEL Group has sought an extension of this licence and the Indonesian government is likely to only inform the KEL Group of the results of the extension application after 25 November 2020.
2 O&G Assets in the production phase comprising the following:

the onshore Bangora gas field in Block 9 in Bangladesh ("Block 9 PSC"); and
the B8/32 oil and gas complex in the Gulf of Thailand ("B8/32").

These assets are currently producing oil and/or gas. The Wassana oil field in G10/48 in the Gulf of Thailand ("G10/48") had earlier been one of the KEL Group's assets in the production phase but has suspended production in June 2020 due to the many uncertainties ahead relating to, among other things, the duration of the COVID-19 pandemic, the speed of global economic regeneration and recovery in petroleum demand, and the magnitude and sustainability of any upturn in oil prices. While production at G10/48 has been suspended, it will not be decommissioned immediately and with minimal activation costs and lead time, it is still able to produce about 3,000 barrels of hydrocarbons per day with approximately 4.4 million barrels of net proved and probable reserves remaining (representing the KEL Group's working interest entitlement) based on Netherland, Sewell & Associates Inc's ("NSAI") estimates as at 31 December 2019.

The KEL Group has a working interest in each of these O&G Assets and operates 8 of them.

Further details of each of these O&G Assets are at Appendix F.
The KEL Group also holds one marine asset, this being the production barge Ingenium II which is being used for petroleum operations in CBA.

4. THE KEL GROUP'S FINANCIAL DIFFICULTIES AND ITS PRESENT FINANCIAL POSITION

4.1 Background to the KEL Group's Financial Difficulties

The steep and prolonged downturn in oil prices between late 2014 and 2017 prevented the KEL Group from raising the necessary financing as banks pared down their exposure to the oil and gas sector. This, in turn, adversely affected the KEL
Group's ability to fund capital expenditures for its production and development assets, and the KEL Group was unable to properly commit the necessary expenditure required to increase production, and therefore generate positive net cash flows from these assets.
Further, the significant drop in oil prices (as indicated in the chart adapted from Bloomberg as at 12 October 2020, below) and resultant lack of investment in the KEL Group's exploration and development activities eroded the potential realisable value of KEL Group's assets, leading to impairments and write-downs in asset valuations. These circumstances have severely affected the KEL Group's operations and financial conditions.

4.1.3 The Company explored numerous options to improve its liquidity and eventually took several steps, which included the following:

divestment of a facility asset, being the Ingenium mobile offshore production unit, key to the G10/48 Wassana field operations, in order to provide a source of liquidity. However, once in production in August 2015, the lease back of the Ingenium meant that the Wassana field was burdened with elevated operating costs at a time when oil prices, and therefore revenue from crude oil sales, fell steeply and the KEL Group recorded a 60.2% drop in its average realised oil price in 2015;
a rights issue in 2015 to support the Company's capital expenditure to grow oil and gas production in existing fields and near-term development projects. The rights issue raised approximately US$120 million;
successfully undertaking a consent solicitation exercise in 2016/2017 in relation to the Series 1 S$130,000,000 6.25 per cent. fixed rate notes due
2017 ("2017 Notes") and Series 2 S$200,000,000 5.75 per cent. fixed rate notes due 2018 ("2018 Notes") issued by the Company. This consent solicitation exercise involved terming out the 2017 Notes and 2018 Notes, extending the maturity dates by 5 years and restructuring the coupon rates. The 2017 Notes and 2018 Notes were thus effectively exchanged for the 2022 Notes and the 2023 Notes;
DBS Bank Ltd. ("DBS") acquiring the Revolving Credit Facility from the Company's then existing Revolving Credit Facility lenders and upsizing it from US$110.0 million to US$148.27 million;
crystallizing the mark-to-market loss due to the unwinding of the cross currency swap transaction entered into between the Company and each of
Standard Chartered Bank, Singapore Branch ("SCB") and The Hongkong and Shanghai Banking Corporation Limited ("HSBC") in connection with the 2017 Notes and 2018 Notes, giving rise to new unsecured term loans of US$12.66 million and US$21.76 million between the Company and each of SCB and HSBC respectively (collectively, the "Unsecured Term Loans"); and
the Company issuing the Zero Coupon Notes in 2017 raising US$103 million. Keppel O&G holds approximately 76.87% of the Zero Coupon Notes. The Zero Coupon Notes were issued together with detachable warrants
("Warrants") which give the holders of the Warrants ("Warrant Holders") a right to convert each Warrant into one ordinary share of the Company at an exercise price of S$0.11 per share. The exercise price can be adjusted in accordance with the terms of the Warrants. The Warrants expire in January 2024.

Despite the KEL Group's efforts, prolonged volatility in oil prices and equity markets and weakening sentiment towards the upstream and offshore marine sectors meant that these measures were not sufficient for the KEL Group to recover and operate in a manner that would be sustainable in the long run.
The capital structure was expected to be de-leveraged by easing the capital expenditure burden and increasing production (and therefore improving revenues) although this did not eventuate due to the following reasons:
1. challenges faced with raising the required funding to support working capital and bring on stream development projects to provide additional production, revenue and cash flow;
2. lower production than anticipated resulting in lower revenue and cash flow, the impact of which was exacerbated by depressed oil prices;
3. sale and farm-out of certain assets not materialising due to weak investor sentiment and a mismatch in buyer and seller asset price perceptions due to volatile oil and gas commodity pricing; and
4. debt servicing costs limiting the KEL Group's ability to fund capital expenditures from existing cash flow.
As a result, the KEL Group's financial position has not improved. By way of illustration, between 31 December 2018 and 31 December 2019, the KEL Group's loans and borrowings increased from US$459.1 million to US$503.1 million and with the continual erosion of equity, gearing increased from 95.5% to 140.8%.
With the exception of DBS, banks and alternative credit providers have generally declined to provide new credit lines given the KEL Group's weakened financial condition and lack of unencumbered assets to provide as collateral.
Trade creditors have also imposed requirements for payment guarantee and the KEL Group has been subject to increasingly strict payment terms and working capital restrictions.
The COVID-19 pandemic has also adversely affected the KEL Group's ability to maintain operations in the various jurisdictions. The severe reduction in the demand for fuels in the first four months of 2020 coupled with an unprecedented oversupply resulted in oil prices tumbling to the lowest levels in two decades in April 2020. The
KEL Group's financial situation was worsened as production was curtailed when various governments imposed restrictions which affected the supply chain for equipment and materials and limited the workers' ability to be physically present to carry out work at the various O&G Assets.
As a holding company, the Company's key assets are its investments in its subsidiaries and the revenue generated by them. The difficult financial climate, further compounded by the under capitalisation of the KEL Group, has placed the Company's balance sheet under severe stress. Financing costs of the Company's debt has eroded free cash flow available for revenue generating and value creation activities. The nature of the O&G Assets, which are licences granted by host country governments, means that there are ongoing costs associated with participation in the assets regardless of the state of the industry or the price of oil or gas. Governments require licence holders to invest in exploring and developing the assets to bring them to production and to continually invest to maintain and increase existing production. This imposes significant costs on the KEL Group which it is unable to currently fund.

4.2 Financial Condition of the Company and the KEL Group

The Company's and the KEL Group's financial position
The latest available financial statements of the Company and the KEL Group have been annexed hereto at Appendix G:
1. the audited financial results for the year ended 31 December 2019;
2. the unaudited financial information for the six-months ended 30 June 2020; and
3. the unaudited financial information for the three months and nine months ended 30 September 2020.
The KEL Group's Assets

As at 30 June 2020, the book value of KEL Group's total assets totalled approximately US$474.2 million. Substantially all of these assets are encumbered and form part of the security package for the benefit of DBS for the Revolving Credit Facility and for the benefit of Kepinvest Singapore Pte. Ltd. ("Kepinvest") for the facilities in a principal amount of up to US$87 million for the development of CBA ("New CBA Facility") made available pursuant to and on the terms of the loan agreement dated 30 April 2020 between, amongst others, KrisEnergy (Apsara) Company Ltd, KrisEnergy (Cambodia) Ltd as borrowers and Kepinvest Singapore Pte. Ltd. as original lender ("Loan Agreement"). Further details of the Revolving Credit Facility and the New CBA Facility are set out in paragraphs 5.2 and 5.6 respectively. The security provided for the Revolving Credit Facility and New CBA Facility is listed in Appendix H.

A summary of the unaudited book value of the KEL Group's assets is set out below:

Assets			Unaudited Amount (US$
		thousands)


Oil and gas assets (1)	332,872

Other non-current assets (2)	45,905
Inventories	6,493

Trade and other receivables (3)	27,968
Prepayments (4)	6,504

Cash and bank balances (5)	54,429
Total Assets	474,171

Notes:

Comprised of B8/32, Block 9 PSC, CBA, G6/48 and Bulu PSC.
Primarily comprised of (a) the Ingenium II production barge for US$33,850 thousand,
(b) goodwill associated with Bulu PSC for US$7,145 thousand and (c) value added tax receivables for US$4,041 thousand.
Primarily comprised of (a) payment on behalf of joint operation's partners for
US$14,216 thousand, (b) joint operation receivables for US$4,147 thousand, (c) current value added tax receivables for US$3,879 thousand and (d) trade receivables for US$3,345 thousand.
Primarily comprised of royalty prepayment associated with CBA for US$5,000 thousand.

5. Comprised of (a) cash amounts held under joint operations for US$38,533 thousand,

unrestricted cash for US$9,626 thousand and (c) restricted cash for US$6,270 thousand.

4.2.3 The KEL Group's Liabilities

As at 30 June 2020, KEL Group's total liabilities totalled approximately US$725.5 million. A summary of the unaudited book value of the KEL Group's liabilities is set out below:

Liabilities			Unaudited Amount (US$
		thousands)


Employee benefit liability	773

Lease liabilities	866

Derivative liabilities	462

Deferred tax liabilities	26,205

Loans and borrowings (1)	505,228

Provisions	33,653

Accrued operating expenses	15,539

Trade and other payables (2)	101,339
Accrued operating expenses (3)	40,188

Withholding tax payable	189

Tax payable	1,017

Total Liabilities	725,460

Notes:

Comprised of (a) 2022 Notes for US$80,547 thousand, (b) 2023 Notes for US$120,505 thousand, (c) Zero Coupon Notes for US$72,878 thousand, (d) Revolving Credit Facility for US$177,277 thousand, (e) Unsecured Term Loans for US$34,418 thousand and (f) the New CBA Facility for US$19,603 thousand.
Primarily comprised of (a) trade payable for US$55,370 thousand, (b) joint operation payables for US$4,113 thousand, (c) proportionate share of joint operation's other payables for US$4,398 thousand, (d) accrued interest payable and default interest of 2022 Notes for US$9,628 thousand, (e) accrued interest payable and default interest of 2023 Notes for US$15,356 thousand, (f) accrued default interest of Zero Coupon Notes for US$22 thousand and (g) well penalty for US$9,325 thousand for East Seruway PSC (which has been relinquished).
Primarily comprised of (a) proportionate share of joint operation's accruals for
US$7,032 thousand, (b) accrual for assets refurbishment for US$4,211 thousand, (c) accrual for Unsecured Term Loans interest for US$4,498 thousand, (d) accrual for Revolving Credit Facility interest for US$13,739 thousand, (e) provision for land and building tax for US$6,437 thousand for Bala-Balakang PSC (which has expired), (f) accrual for operating expenses for US$1,209 thousand and (g) accrual for default trustee fee for the 2022 Notes, 2023 Notes and Zero Coupon Notes for US$822 thousand.

Upon completion of the Restructuring Exercise, based on the KEL Group's unaudited financial statements as at 30 June 2020, the KEL Group's liabilities are estimated to be reduced from approximately US$725.46 million to approximately US$389.39 million.

4.2.4 The Company's Assets

As at 30 June 2020, the Company's total assets totalled approximately US$124.0 million. Substantially all of the Company's assets are encumbered and form part of the security package for the Revolving Credit Facility and the New CBA Facility as set out in Appendix H.

As the Company is primarily an investment holding company, its assets are largely comprised of receivables and investments in its subsidiaries. The unaudited book value of the Company's assets is set out below:

Assets			Unaudited Amount (US$
		thousands)


Investment in subsidiaries (1)	10,132
Other receivables (2)	113,736
Trade and other receivables (3)	0

Prepayments (4)	106
Cash and bank balances (5)	8
Total Assets	123,982

Notes:

Comprised of investments in (a) SJ Production Barge Ltd ("SJPB") for US$50 thousand, (b) KrisEnergy Marine Pte Ltd for US$60 thousand, (c) KrisEnergy Holding Company Ltd for US$10,022 thousand and (d) KrisEnergy Management Ltd for US$0.1 thousand.
Comprised of intercompany receivables (net of loss allowance) from (a) KrisEnergy Holding Co Ltd for US$98,691 thousand and (b) SJPB for US$15,045 thousand.
Comprised of receivables from third parties unrelated to the Company.
Comprised of payments for insurance premiums, listing related fees, agency fees and IT fees.
Comprised of cash at banks and on hand.

4.2.5 The Company's liabilities

As at 30 June 2020, the book value of the Company's total liabilities stood at approximately US$368.8 million. A summary of these liabilities is set out below.

Liabilities			Unaudited Amount (US$
		thousands)


Derivative liabilities	462

Other payables (1)	28,169
Trade and other payables (2)	25,034

Accrued operating expenses	6,820

Loans and borrowings (3)	308,348
Total Liabilities	368,833

Notes:

1. Comprised of intercompany payables to (a) KrisEnergy Management Ltd for US$5,697 thousand and (b) KrisEnergy Marine Pte Ltd for US$22,472 thousand.

Primarily comprised of (a) accrued interest payable and default interest of 2022 Notes for US$9,628 thousand, (b) accrued interest payable and default interest of 2023 Notes for US$15,356 thousand and (c) accrued default interest of Zero Coupon Notes for US$22 thousand.
Comprised of (a) 2022 Notes for US$80,547 thousand, (b) 2023 Notes for US$120,505 thousand, (c) Zero Coupon Notes for US$72,878 thousand and (d) Unsecured Term Loans for US$34,418 thousand.

The Company has also prepared a list of its liabilities based on its records as at 30 September 2020. This list excludes intercompany liabilities within the KEL Group and mark to market liabilities, and can be found at Appendix I. The Company reserves its rights to amend the list of creditors and the amounts owing at Appendix I depending on the Proofs of Debt which are received and admitted.

4.3 The Company's and the KEL Group's Prospects

In spite of the difficult market conditions, the KEL Group's business is capable of generating significant cashflow given its diverse portfolio of assets across the production and development lifecycle. The KEL Group's producing and development assets are expected to contribute significantly to the KEL Group's revenue and cash flow as further reserves and oil / gas fields are developed. The KEL Group's producing assets at B8/32 and Block 9 PSC, are expected to continue to report cash flow from its operations. This cash flow is expected to continue to provide some support for the KEL Group's general and administrative expenses.
The B8/32 fields are located in the Gulf of Thailand over the northern Pattani Basin where water depths range between 42 meters and 113 meters. The KEL Group has a 4.6345% non-operated working interest in the fields, which are operated by Chevron Offshore (Thailand) Ltd. with a 51.66% working interest. Gross production in the non- operated B8/32 fields in the first half of 2020 averaged 17,947 barrels of oil per day and 63.6 million cubic feet per day ("mmcfd"). The KEL Group's working interest production in the fields averaged 1,323 barrels of oil equivalent per day ("boepd").
Block 9 PSC, which is approximately 50 km east of Dhaka, covers 1,770 sq km over the eastern margin of the onshore Bengal Basin in Bangladesh. The KEL Group acquired operatorship and a 30% working interest in Block 9 PSC in 2013. Block 9 contains the Bangora gas producing field and the Lalmai gas discovery. Gross PSC production in the first half of 2020 in the Bangora gas field averaged 83.6 mmcfd and
251 barrels of condensate per day. The KEL Group's working interest production in
Block 9 PSC averaged 4,257 boepd.
In addition to the steady production and revenue generated from its producing assets at Block 9 PSC and B8/32, there has also been progress in the KEL Group's development project in CBA.
CBA, as KEL Group's most important near-term development projects, covers an area of 3,083 sq km over the Khmer Basin, an unproduced geological basin approximately 150 km offshore Cambodia in Cambodian maritime waters of the Gulf of Thailand. As operator, the KEL Group holds a 95% interest in CBA, with the other 5% held by the Royal Government of Cambodia.
The KEL Group considers CBA to be its most important near term development project given the size of the concession, the KEL Group's high working interest (95%) and operatorship, the potential for multiple future assets phases of development to increase production substantially and its ability to control the timing of future development given its operatorship and 95% working interest. CBA is anticipated to be the asset of the KEL Group that will generate the most revenue after it is developed, primarily because both B8/32 and Block 9 are mature assets and CBA's growth potential is relatively higher.

To mitigate the risk of developing an unproven petroleum basin at CBA, development of the Apsara oil field in CBA will be carried out in several phases to minimize capital expenditures and provide time for the collection and analysis of critical reservoir performance data.
Mini Phase 1A is designed to incur minimum costs to first oil and comprises a Mini- Platform, the drilling of five initial development wells, the Ingenium II production barge for oil, gas and water processing and the leasing of a FSO for the storage of oil production.
At least two of the five wells will target fault blocks with previously successful exploration wells, with the final locations of the remaining wells to be determined by the drilling results of such wells. First oil is expected before the end of 2020. It is scheduled to reach a peak production rate of 7,500 barrels of oil per day.
A successful development of Mini Phase 1A will also provide important reservoir performance information in addition to generating cash flows and could lead to future phases of development.
The Company estimates that approximately US$87 million will be required to fund the development of Mini Phase 1A at CBA until first oil is produced. This financing is contemplated pursuant to the New CBA Facility (see paragraph 5.6 below).

5. EFFORTS AT RESTRUCTURING

Overview
1. Under the current oil price environment, the KEL Group is unable to service all its debt liabilities. Without a comprehensive restructuring, the Company is likely to proceed into liquidation which would not be in the interests of the creditors.
2. Since 2018, the key management of the Company (the "Management"), embarked on efforts to find a holistic solution to restructure the KEL Group's borrowings and debt obligations.
Upsizing the Revolving Credit Facility
1. At the beginning of 2019, the Management actively pursued negotiations with DBS to extend and upsize the Revolving Credit Facility. In April 2019, the Revolving Credit Facility was upsized to US$200 million to provide additional funds to finance on-going capital expenditure, working capital requirements and restructuring expenses. While DBS is the lender on record, the Company understands that the key economic risk in the Revolving Credit Facility is borne by Keppel Corp pursuant to a bilateral contract between DBS and Keppel Corp. Consequently, Keppel Corp may be required to make DBS whole for any loss DBS suffers under the Revolving Credit Facility.
2. As listed in Appendix H, a significant proportion of the KEL Group's assets has been provided as security under the Revolving Credit Facility.
Initial Options for funding the Scheme and Mini Phase 1A
1. The Company initially pursued the following two options which could form the basis of a scheme and fund Mini Phase 1A:
2. 1. a scheme of arrangement funded via a corporate acquisition of KEL
    ("Corporate Buyout"); or
  2. a scheme of arrangement funded by a piecemeal sale of certain assets of the
    KEL Group ("Assets Divestment").

In respect of the Corporate Buyout option, the Company received a non-binding letter of offer from a potential purchaser on 29 August 2019 for the acquisition of 100% of the Company's shares on a fully diluted basis with the following conditions:
1. the KEL Group be debt free prior to the Corporate Buyout; and
2. the consideration for the acquisition ("Consideration") be applied towards settlement of all debt and equity under the scheme of arrangement.
Having taken financial advice from Houlihan Lokey (Singapore) Private Limited ("Houlihan Lokey"), the financial advisor / restructuring consultant, and pursuant to input from the Company's major stakeholders and after consideration from the
Company's Management and board of Directors (the "Board"), the Company decided to relegate the Corporate Buyout option for the following reasons:
1. the Consideration eventually offered by the potential purchaser was significantly lower than the sum initially offered. The Consideration also comprised solely of cash which was of a sum less than the outstanding balance of the Revolving Credit Facility. In the circumstances, it was highly unlikely that the Consideration would have been sufficient to deliver the Company free of debt. In addition, the Company's existing stakeholders would not be able to benefit from any future development of the Company's assets; and
2. in the light of the low value of the Consideration, all of the Company's creditors would have to be significantly compromised, to the extent that any restructuring would have likely resulted in less recovery to creditors vis a vis the Assets Divestment.
Accordingly, the Company redirected its efforts to pursue both the Assets Divestment option and raise financing for the development of Mini Phase 1A.

5.4 Assets Divestment

While the Company continued to pursue the Assets Divestment option, many of the bids received were either on unacceptable terms or did not progress. As such, the Company could not rely on the Assets Divestment option to fund CBA or the Scheme. Instead, the Company focused on raising capital to fund the development of Mini Phase 1A, as further explained in paragraphs 5.5 and 5.6 below. Once the New CBA Facility was agreed and funding for Mini Phase 1A secured, the focus of the Assets Divestment option then became to pay down the Revolving Credit Facility through the funds received by the Assets Divestment since the assets were charged in favour of DBS and also because Keppel Corp had required that such sale proceeds be used to pay down the Revolving Credit Facility as a pre-condition for the entry of the New CBA Facility. The Assets Divestment option involving the individual asset sales is also in line with the KEL Group's risk mitigation strategy and previously stated intention to reduce future exposure to exploration capital expenditure and to focus its financial resources on developing CBA.
On 14 November 2019, the Company entered into a conditional sale and purchase agreement in respect of a working interest in Andaman II PSC with BP Exploration
Operating Company Limited ("Andaman II Disposal").
Completion of the Andaman II Disposal took place on 8 April 2020. The consideration for the Andaman II Disposal was US$15.0 million, subject to a working capital adjustment and a retention sum of US$1.7 million which may be used by BP Exploration Operating Company Limited to offset against any payment obligations that may become due by the KEL Group seller from the completion date until 31 December 2021. The KEL Group announced on 23 September 2020 that the

retention sum had since been released to the KEL Group and has been applied towards the repayment of the Revolving Credit Facility.

In addition, KrisEnergy (Vietnam 115) Ltd entered into the Farm-out Agreement.
On completion, this assignment and transfer is expected to reduce the KEL Group's
liabilities by alleviating the mandatory exploration work commitments comprising at least 850 km2 of 3D seismic acquisition, processing and interpretation and drilling 1 exploration well. In the event the Company remains obliged to carry out this work commitment and fails to do so, it would be subject to a penalty payment of approximately US$22 million.
This assignment and transfer is subject to a number of conditions including approvals from the relevant government authorities. The long stop date for completion under the Farm-out Agreement has been extended until 31 December 2020.
With respect to the sale of the other assets of the KEL Group, despite considerable efforts and time devoted to negotiations with prospective buyers over the past few months, acceptable commercial terms and conditions have not been reached with a number of prospective buyers due to a variety of reasons, including the continued volatility in commodity prices, uncertainty over global growth, concerns over the
Company's solvency and the decimation of oil prices in the first four months of 2020 to the lowest levels in two decades due to COVID-19.
Despite these volatile economic conditions, the KEL Group continues to receive preliminary expressions of interests for its assets, in particular G6/48 and the Lengo gas field. Should any of these assets be sold, the proceeds thereof will go towards paying down the Revolving Credit Facility as these assets form part of the security package provided under the Revolving Credit Facility and because the Company had agreed to applying the proceeds from the Assets Divestment towards the Revolving Credit Facility as a pre-condition for the entry of the New CBA Facility.

5.5 Efforts at raising financing for the development of CBA

As explained in paragraph 4.3.6 above, the Company believes that CBA will be a cornerstone asset for the Company and decided to focus its energy and limited financial resources on progressing the development of CBA. The development of Mini Phase 1A was estimated to require US$87 million.
Under the initial agreement with the Cambodian government for the development of CBA, the Cambodian government had imposed a deadline for first oil production to be achieved (without financial penalties) by 30 June 2020. The Cambodian government had also indicated that there will be serious consequences (financial or otherwise) in relation to CBA in the event the first oil deadline is not met and timely funding is not obtained. Such consequences could include the termination of the concession rights for CBA if first oil production for CBA is not achieved by 31 December 2020. There was thus an urgent need to obtain financing for CBA then.
For completeness, the deadline for first oil production to be achieved (without financial penalties) by 30 June 2020 has now been extended by the Cambodian government to 31 December 2020 and the date after which serious consequences (financial or otherwise, including termination) will apply has been extended from 31 December 2020 to 30 April 2021.
Efforts to raise financing for the development of CBA have been ongoing for the past few years. The most recent effort has been carried out with the assistance of Houlihan Lokey, the financial advisor / restructuring consultant to the Company.
Since early April 2019, Houlihan Lokey has contacted over 110 potential investors, including 41 financial investors and 12 commodity traders to gauge their interest in

providing funding to the KEL Group at the corporate level or asset level, in the form of debt, equity joint venture investment and crude prepayment financing.

Prior to the entry into the Loan Agreement, while indicative crude prepayment financing offers have been received from a number of commodity traders and strategic investors, the terms of such financing offers were onerous (particularly in relation to pricing and security requirements) and not possible for the Company to deliver on. In addition, the amounts that were offered were also insufficient to fully fund Mini Phase 1A.

5.6 Entry into the Loan Agreement to obtain financing for the development of CBA

Besides the commodity traders, financial and strategic investors referred to in paragraph 5.5.5 above, the Company was also in discussions with Keppel Corp for the potential funding of Mini Phase 1A. In terms of quantum and interest rate, obtaining funding from Keppel Corp was the only credible option for the Company to preserve CBA and future value for all stakeholders.
Accordingly, on 30 April 2020, KrisEnergy (Apsara) Company Ltd and KrisEnergy
(Cambodia) Ltd (collectively, the "Borrowers"), both wholly-owned indirect subsidiaries of the Company, entered into the Loan Agreement with Kepinvest in order to obtain financing support through the New CBA Facility for the development of Mini Phase 1A. The New CBA Facility comprises of 2 tranches, namely, Facility A of up to US$30 million ("Facility A") and Facility B of up to US$57 million ("Facility B"), each of which may be drawn down pursuant to one or more utilisation requests. Kepinvest is a wholly owned subsidiary of Keppel Corp, which is a controlling shareholder of the Company, through Keppel O&G. Kepinvest is thus an interested person under Chapter 9 of the Listing Manual and the entry into the Loan Agreement constitutes an interested person transaction under Chapter 9 of the Listing Manual.
The Company thus convened an extraordinary general meeting to seek the approval of its shareholders ("Shareholders") for the New CBA Facility under the Loan
Agreement ("IPT Approval"). The extraordinary general meeting for the IPT Approval was held on 29 June 2020 for the independent shareholders (which excluded Keppel Corp and its affiliates) to vote on the following resolutions:
1. the execution of the Loan Agreement in relation to the New CBA Facility be approved, confirmed and ratified;
2. the transactions contemplated under the Loan Agreement be approved, confirmed and ratified; and
3. the Directors or any of them be and are hereby authorised to take such steps, complete and do all such acts, matters and things as they may consider necessary or expedient for the purposes of or in connection with the New CBA Facility (including but not limited to amending, finalising, approving and executing all such documents as may be required in connection with the New CBA Facility) and exercise such discretion as the Directors or any of them may in their absolute discretion deem fit, advisable or necessary in connection with all or any of the above matters.
99.85% of the independent shareholders voted in favour of the above mentioned resolutions and the IPT Approval was obtained.
The key terms of the Loan Agreement are as follows:
1. the maturity date of the New CBA Facility will be 48 months from 30 April 2020;

the rate of interest on each of Facility A or Facility B for each interest period is:
1. in the case of any payment-in-kind interest ("PIK Interest") payable or accruable on each of Facility A and Facility B, 15% per annum; and
2. in the case of any cash interest ("Cash Interest") payable on each of Facility A and Facility B, 15% per annum.

PIK Interest will accrue on each of Facility A and Facility B until and including the date on which the Borrowers make their first sale or disposal of petroleum produced in commercial quantities from CBA. Cash Interest will accrue on each of Facility A and Facility B at all times after the First Oil Sale Proceeds Date (as defined below);

default interest on the New CBA Facility will be calculated at 2% per annum above the rate which would have been payable if the unpaid sum had, during the period of non-payment, constituted a loan;
the New CBA Facility is secured against the following:
1. share pledge over 100% of the shares in the capital of each of the Borrowers;
2. first ranking share charge over the shares in the capital of KrisEnergy
  (Apsara) Holding Ltd. ("KEAH") held by KrisEnergy (Asia) Ltd;
3. second ranking share charges over the shares in the capital of
  KrisEnergy (Apsara) Ltd ("KEAL") and KrisEnergy (Cambodia) Holding Ltd ("KECH") held by KrisEnergy (Asia) Ltd;
4. security over all the assets of the Borrowers, KEAH, KEAL and KECH;
5. account charge on the CBA Operating Account (as defined below) and such relevant other bank accounts as set out in the Cash and Accounts Management Agreement (as defined below) of each of the Borrowers;
6. assignment by each Borrower, each guarantor under the Loan Agreement and other entities over certain shareholder and intercompany loans; and
7. statutory mortgage over the Ingenium II production barge by SJPB (subject only to the first ranking statutory mortgage in favour of Keppel Shipyard Limited), which barge is being used in the development of the CBA, first ranking security over the lease in respect of the barge, and first ranking security in respect of any right to receive barge revenues;
each Borrower shall ensure that all of its operating and other incomes, revenues or receipts, including all loan proceeds and capital contributions received by that Borrower and any barge revenues paid to that Borrower and any and all amounts payable to SJPB by the Borrowers (after payment of the operating costs of the barge) (other than certain excluded cash receipts) are transferred into a designated operating account ("CBA Operating Account") charged in favour of Kepinvest;

the minimum cash balance ("Minimum Cash Balance") in the CBA
Operating Account is to be the higher of US$1 million or as otherwise agreed and the aggregate cumulative cash reserve required for the next financial quarter in order for each Borrower to meet its budgeted expenditure in accordance with an agreed annual budget;
the amounts in the CBA Operating Account may be applied towards, amongst others, each Borrower's budgeted payments required in connection with barge charter, operating costs and capital expenditure in respect of the CBA, operating expenses including interests, fees, coupons and expenses in relation to the New CBA Facility and the Revolving Credit Facility Agreement, tax and royalty payments and scheduled capital expenditure and any other payments approved by the Madison Pacific Trust Limited (in its capacity as agent); and
within 10 Business Days of a designated quarterly computation date, amounts above the Minimum Cash Balance in the CBA Operating Account are to be swept ("CBA Cash Sweep") into an excess cash account and applied in the following manner and priority:
1. first, in or towards prepayment of the loans under the New CBA Facility; and
2. second, the remainder, to the collection account in respect of the Revolving Credit Facility Agreement.

A cash and accounts management agreement documents the above mechanics in relation to the CBA Cash Sweep (the "Cash and Accounts Management Agreement").

The New CBA Facility has been provided for the purposes of the development of Mini Phase 1A in accordance with the pre-first oil cost schedule or relevant approved annual budget and payment of agency fees and fees of lenders, costs and expenses incurred in connection with the finance documents entered into in connection with the Loan Agreement, to the extent expressly included in the pre-first oil cost schedule or relevant approved annual budget.
The New CBA Facility will be repaid throughout its term through a quarterly excess cash sweep from revenue generated by CBA, once CBA becomes cash generative on the date on which the Borrowers make their first sale or disposal of petroleum produced in commercial quantities from CBA ("First Oil Sale Proceeds Date"). Any remaining outstanding amounts will be repayable in full on the final maturity date, being the date falling 48 months after the date of the Loan Agreement.
The interest on the New CBA Facility accrues at 15% per annum on the then outstanding loan balance. All interest on the New CBA Facility is payment-in-kind (which will be capitalised at the end of each interest period and added to the outstanding principal amount of that loan) until the First Oil Sale Proceeds Date whereupon interest shall be paid in cash quarterly at the same rate of 15% per annum.
In order to enable the Borrowers to draw down on Facility A to make urgent payments for the development of CBA, while complying with the requirements of Chapter 9 of the Listing Manual, the maximum amount (in aggregate) of interest which could have accrued on the outstanding loan balance, together with all other amounts (excluding principal (but not capitalised interest) repayments) for Kepinvest's account under or in connection with the Loan Agreement ("Other Payments"), prior to receipt of the IPT Approval was US$714,679 (the "Interest Cap"), being less than 5% of the latest audited net tangible assets of the KEL Group (being approximately US$14,293,585 based on the latest audited consolidated financial statements of the Company for the

financial year ended 31 December 2018). This Interest Cap has now ceased to apply since the IPT Approval was obtained.

The New CBA Facility benefits from guarantees from each of the Borrowers (as cross-guarantors) and each of the Borrowers' holding companies up to the Company.
The New CBA Facility also benefits from a comprehensive security package, including security over the shares and assets of the Borrowers, their immediate holding companies and KEAL (another subsidiary of the Company), as well as second ranking security over the Ingenium II production barge, which is being used in the development of CBA.
As at 16 October 2020, Facility A has been fully drawn down and Facility B has been drawn down by approximately US$15.3 million and approximately US$1.6 million of PIK Interest has accrued on the total amount drawn down in accordance with the terms and conditions of the New CBA Facility. The amounts drawn down have been utilised for expenditure for the development of CBA and to pay agency fees incurred in connection with the Loan Agreement.
After the disbursement under the New CBA Facility, as at 16 October 2020, the Company's debt exposure to DBS and Keppel related entities is approximately
US$343.4 million. A breakdown of the debt exposure is as follows:
1. to DBS under the Revolving Credit Facility with Keppel Corp holding the key economic risk in the Revolving Credit Facility (through the Company's exposure as guarantor under the Revolving Credit Facility): Approximately US$196.0 million;
2. to Keppel O&G (in the Company's capacity as issuer of the Zero Coupon
  Notes): Approximately S$107.2 million (principal);
3. to Keppel Shipyard Limited (through the Company's exposure as guarantor for the vendor financing for the refurbishment and upgrade of the Ingenium II production barge): Approximately S$29.3 million. Keppel Shipyard Limited has a first ranking mortgage over the Ingenium II production barge, a first ranking assignment of insurances in respect of the Ingenium II production barge and will have a second ranking share charge over the Company's shares in SJPB; and
4. to Kepinvest (through the Company's exposure as guarantor under the New
  CBA Facility): Approximately US$46.9 million.
The New CBA Facility and the vendor financing referred to in paragraph 5.6.12(c) above will not be compromised under the Scheme or any other process which will take place as part of the Company's restructuring.

6. THE RESTRUCTURING

6.1 Key terms of the Restructuring Exercise

6.1.1 The restructuring of the Company's liabilities is proposed to occur through three separate processes:

in respect of the Creditors, the Scheme;
in respect of the Zero Coupon Notes, the Consent Solicitation Exercise; and
in respect of the guarantee it provided for the Revolving Credit Facility, a consensual process between the Company, relevant KEL Group entities and DBS by way of a Bilateral Agreement,

and is subject to the fulfillment of the Implementation Conditions as listed in paragraph 8.4.2 below and the fulfillment of any conditions in connection with the Consent Solicitation Exercise and the Bilateral Agreement.

6.2 Scheme

6.2.1 With the exception of:

the Excluded Creditors which are listed in Appendix J;
DBS in respect of the Revolving Credit Facility;
the ZCN Holders; and
parties with Intercompany Liabilities,

all Creditors of the Company will be subject to the Scheme. These Excluded Creditors will not be compromised under the Scheme or any other restructuring process as they have ongoing relationships with the KEL Group and are crucial to business continuity and the continued operations of the various assets of the KEL Group. The reasons for excluding them from the Scheme and any other means of compromise are also provided for at Appendix J. The Intercompany Liabilities will not be compromised under the Scheme as it is part of the security package for the Revolving Credit Facility and Keppel Corp has required that this liability not be compromised under the Scheme. Any compromise of the Intercompany Liability could however be negotiated as part of the Bilateral Agreement.

There will only be one class of creditors for the purposes of considering and voting on the Scheme as all the Scheme Creditors are unsecured. The Company's only secured creditors are DBS and the ZCN Holders which will not be part of the Scheme. In the event a Scheme Creditor is a related creditor of the Company, the Scheme Creditor's vote will be wholly discounted.
The KEL Restructuring Group Creditors can be classed together with the other Scheme Creditors as the rate of recovery between the KEL Restructuring Group Creditors and the other Scheme Creditors is not so different that they cannot sensibly consult together with a view to their common interest. Based on the Company's calculations following consultation with its financial advisor / restructuring consultant, any claims which the KEL Restructuring Group Creditors has against the third party primary debtors, this being members of the KEL Restructuring Group, will be of negligible economic value given the financial situation of each of these debtors. Based on the calculations of the Company following consultation with its financial advisor / restructuring consultant, the financial position of each of the KEL Restructuring Group Creditors is included in Appendix K. Releasing each of these third party primary debtors will also assist in deleveraging their respective balance sheets which will in turn assist the general liability position of the KEL Group.
What Scheme Creditors will receive under the Scheme
New shares will be issued by the Company to the Scheme Creditors in connection with the Scheme. The maximum aggregate number of Debt Conversion Shares which may be issued to Scheme Creditors will be approximately 6,943,162,680 Debt Conversion Shares, which represents in aggregate approximately 46.2% of the Enlarged Share Capital of the Company upon completion of the Restructuring Exercise. The Debt Conversion Shares will be issued and allotted to Scheme Creditors, rounded down to the nearest whole number, on a pro rata basis in accordance with the Scheme Claims of each Scheme Creditor.
The Debt Conversion Shares shall, on issue and allotment, be credited as fully paid- up Shares free from all encumbrances whatsoever and shall rank pari passu with all

Shares (including the ZCN Exchange Shares (as defined below)) in all respects and carry all rights and advantages attached thereto as at the date of issue.

The Company or Scheme Manager shall not be required to distribute any Debt Conversion Shares to any of the Scheme Creditors until after the Restructuring Effective Date.
Each Scheme Creditor shall receive their Debt Conversion Shares entitlement within
5 Business Days:
1. after the Restructuring Effective Date; or
2. after the Claim of the Scheme Creditor Crystallises,

whichever is later.

What releases and undertakings the Scheme Creditors will provide under the Scheme

6.2.8 With effect on and from the Restructuring Effective Date:

each Scheme Creditors' rights against the Company and the KEL Restructuring Group in connection with any and all Claims shall be limited to and fully settled by the Debt Conversion Shares they would be entitled to under the terms of the Scheme;
each Scheme Creditor shall be deemed to have irrevocably, fully, unconditionally and finally waived, released and discharged all its Claims against the Company and its Personnel and Affiliates or any other member of the KEL Restructuring Group and its Personnel and Affiliates and all guarantees, covenants to pay or similar obligations given by the Company in respect of which or in connection with which the Claims arose;
each Scheme Creditor shall be deemed to have irrevocably, fully, unconditionally and finally waived, released and discharged each and every claim which it ever had, may have or hereafter can, shall or may have against the Company and its Personnel and Affiliates or any other member of the KEL Restructuring Group and its Personnel and Affiliates for any liability arising under or in connection with the Claims;
each Scheme Creditor shall be deemed to have irrevocably, fully, unconditionally and finally waived, released and discharged each and every claim which it ever had, may have or hereafter can, shall or may have against:
1. the Company and its Personnel and Affiliates, or any other member of the KEL Restructuring Group and their respective Personnel and Affiliates; and
2. the Advisors and their respective Personnel and Affiliates,

for any liability in respect of the preparation, negotiation, sanctioning or implementation of the Scheme and/or the Restructuring Exercise;

each Scheme Creditor (to the extent this paragraph is applicable) shall discontinue and terminate all proceedings commenced by it in Singapore or elsewhere against the Company or any member of the KEL Restructuring Group in connection with the Claims;

each Scheme Creditor (to the extent this paragraph is applicable) shall discontinue and terminate all proceedings commenced by it in Singapore or elsewhere against any assets (including vessels) of the Company or any member of the KEL Restructuring Group in connection with the Claims; and
all rights, funds or property owned by the Company or any member of the KEL Restructuring Group, seized, garnished, attached or held as Security in relation to the Claims of the Scheme Creditors, shall be irrevocably waived, discharged and released, and each Scheme Creditor (to the extent this paragraph is applicable) shall take all such action as may be required to give effect to such waiver, discharge and release.

Settlement deed dated 24 November 2020 among the Company, certain subsidiaries of the KEL Group (collectively, the "KrisEnergy Parties"), Rubicon Vantage International Pte. Ltd. ("Rubicon") and Maritime International Services Pte. Ltd. ("Maritime") (Rubicon and Maritime collectively, the "Rubicon Parties") ("Settlement Deed")

6.2.9 The key terms of the Settlement Deed are as follows:

KrisEnergy (Apsara) Company Ltd will enter into a new bareboat charter for the hire of a vessel, the Rubicon Vantage, from Rubicon ("FSO BBC"). The terms of the FSO BBC will be based on the BIMCO Barecon 2017 Form of Charter and the charterhire payable is at market rate. The Rubicon Vantage will be used in the CBA Apsara oil field.
On and from 24 November 2020, this being the date of the Settlement Deed, the Rubicon Parties will fully and finally settle any and all claims which they have against the KrisEnergy Parties and vice versa arising out of and in connection with a bareboat charterparty dated 13 October 2014 entered into between Rubicon and KEGOT ("BBC") and an operation and maintenance contract dated 13 October 2014 entered into between Maritime and KEGOT
("O&M Contract"), save for the sum of US$15,302,415.02 ("Settlement Sum"). For completeness and as a matter of disclosure: (i) the Settlement Sum is an aggregate of the total amount which could be owing from the KrisEnergy Parties to the Rubicon Parties, including contingent claims, as set out in Appendix O of the explanatory statement dated 20 November 2020; and (ii) Maritime is an affiliate of Rubicon.
The releases contemplated by the Settlement Deed include the following:
1. Rubicon will, immediately upon the execution of the Settlement Deed, take such steps as necessary to withdraw the winding up petition filed by Rubicon against KEGOT in the Grand Court of the Cayman
  Islands ("Grand Court") on the basis of the First Statutory Demand and Second Statutory Demand (as defined in paragraphs 6.2.10(a) and 6.2.10(c) respectively below) ("Winding Up Petition");
2. Rubicon and KEGOT will apply jointly to the High Court of Justice Business and Property Courts of England and Wales ("English High Court") for a discontinuance of certain relevant proceedings in
  England;
3. Rubicon shall not commence any enforcement action in respect of an earlier judgment entered into against the Company in favour of Rubicon for a claim arising under a guarantee provided by the
  Company for the BBC ("Guarantee") awarded by the English High
  Court for the sum of US$2,077,606.80;

1. Rubicon, KEGOT and the Company shall discontinue any legal action and/or claims in relation to the BBC and/or the Guarantee and agree to bring no claim arising out of or in relation to these documents in the future;
2. Maritime, KEGOT and the Company shall discontinue any legal action and/or claim in relation to the O&M Contract and/or the guarantee provided by the Company for the O&M Contract and agree to bring no claims arising out of or in relation to such documents in the future; and
3. Rubicon will withdraw the First Statutory Demand and Second Statutory Demand against KEGOT in the Cayman Islands.
The Rubicon Parties will file a proof of debt in respect of the Settlement Sum in the Scheme. The Rubicon Parties have agreed that the filing of this proof of debt and any distribution under the Scheme will constitute full and final settlement of the Settlement Sum. In the event the Rubicon Parties (or each of them) fail to file a proof of debt in the Scheme, any claims which they have against the KrisEnergy Parties, including any claim for the Settlement Sum, will be forever waived, released, discharged and extinguished.
The Rubicon Parties have undertaken to vote in favour of the Scheme in respect of the Settlement Sum (to the extent it is admitted by the Chairman).

6.2.10 The KrisEnergy Parties entered into the Settlement Deed to fully and finally resolve all disputes and claims among the KrisEnergy Parties and the Rubicon Parties (save for the Settlement Sum) and in particular, the Winding Up Petition. The matters leading up to the Winding Up Petition are as follows:

On 10 February 2020, Rubicon issued a statutory demand against KEGOT for the sum of US$2,839,306.85, comprising a principal sum of US$1,827,901.44, together with interest and costs of US$1,011,405.41
("First Statutory Demand").
On 21 February 2020, KEGOT applied for an injunction against Rubicon in the Grand Court in FSD 30 of 2020 seeking, inter alia: (i) a declaration that there is a genuine and substantial dispute concerning the sum claimed in the First Statutory Demand; (ii) a declaration that KEGOT has a genuine cross- claim on substantial grounds against Rubicon for the amount exceeding the sum claimed in the First Statutory Demand; and (iii) a final injunction against Rubicon that it be restrained from presenting any petition to wind up KEGOT based on the First Statutory Demand ("Injunction Application").
On 12 May 2020, Rubicon served KEGOT a statutory demand seeking payment of US$922,825.30 comprising a principal sum of US$919,500.00, together with interest of US$3,325.30 ("Second Statutory Demand"). Due to issues regarding service, the Second Statutory Demand was only due for payment on 18 June 2020.
After an oral hearing on 16 April 2020, the Grand Court handed down a ruling on 12 June 2020 on KEGOT's Injunction Application and dismissed the same with costs awarded to Rubicon ("Cayman Judgment").
On 12 June 2020, Rubicon filed the Winding Up Petition. The Winding Up Petition was served on 18 June 2020.
On 18 June 2020, KEGOT filed a notice of appeal against the Cayman
Judgment ("Cayman Appeal"). On 27 October 2020, the Cayman Appeal was heard by the Cayman Islands Court of Appeal and the judgment

dismissing the Cayman Appeal was handed down on 18 November 2020. Following the decision in the Cayman Appeal, Rubicon was at liberty to continue the Winding Up Petition against KEGOT.

KEGOT is not under any moratorium regime and was at risk of being wound up by
Rubicon. Should KEGOT be wound up, KEGOT's potential significant future production and revenue in G6/48 would be jeopardised due to actions which could be taken by the Thai government or KEGOT's joint venture partners. Some of the actions which the Thai government or KEGOT's joint venture partners could take include terminating the G6/48 concession or forfeiting KEGOT's operatorship of
G6/48 and consequently, the KEL Group, including the Company, would not be able to enjoy the benefits of the reserves which could be produced at G6/48. In this regard, G6/48 is estimated to have the potential of producing approximately 11.7 million barrels of gross proved and probable reserves according to NSAI estimates as at 31 December 2019. In addition, any potential reserves which could be extracted from G10/48 (see paragraph 3.2.2(d) above) will also be jeopardised due to potential actions from the Thai government or KEGOT's joint venture partners if KEGOT is wound up. In the circumstances, it was crucial that the Settlement Deed be entered into ahead of the hearing of the Winding Up Petition and to prevent the winding up of KEGOT. The scheduled hearing of the Winding Up Petition took place during the morning of 24 November 2020, Cayman Islands time. At the hearing, Rubicon was given leave to withdraw the Winding Up Petition and withdrew the Winding Up Petition.
In addition, the Company has not been prejudiced by the entry of the FSO BBC and the Settlement Deed. The KEL Group required a vessel to carry out work in the CBA Apsara oil field. The terms of the FSO BBC are standard and based on the BIMCO Barecon 2017 Form of Charter. The charterhire payable is at market rate and would have been incurred in any event for the hire of a vessel for use in the CBA Apsara oil field even if the vessel owner was not either of the Rubicon Parties. The amounts being paid under the FSO BBC are being paid by KrisEnergy (Asia) Ltd and/or KrisEnergy (Apsara) Company Ltd and the Company itself has not incurred any further financial liability as a result of the FSO BBC.
The Rubicon Parties will continue to be classed together with the other Scheme Creditors in the Scheme and the Scheme will continue to only have one class of creditors (see paragraph 6.2.2 above). The Rubicon Parties continue to be able to consult with the other Scheme Creditors because in the event the Restructuring Exercise fails and the Company is placed into liquidation, the Rubicon Parties will receive nothing from the Company as is the case for the other Scheme Creditors. The payment Rubicon will receive under the FSO BBC cannot be considered returns as that is the charterhire payable by KrisEnergy (Asia) Ltd and/or KrisEnergy (Apsara) Company Ltd under the FSO BBC in consideration for the use of the Rubicon Vantage.
The Rubicon Parties' votes will also not be discounted in the Scheme as the Rubicon
Parties do not have an interest that differs from the interests of the other Scheme Creditors that may cause them to vote differently from the other Scheme Creditors. If the Scheme passes, they will, like the other Scheme Creditors, receive a pro rata share of equity in the Company. If the Scheme fails, they will, like the other creditors, receive nothing from the Company. The Rubicon Parties do not receive any additional benefit from the Restructuring Exercise succeeding. The amounts being paid to Rubicon for the FSO BBC is not in exchange for them voting in favour of the Scheme but rather, as charterhire under the FSO BBC.
In any event, the issue of whether the Rubicon Parties' votes should be discounted will be one that the Court will ultimately decide in the event it is raised as an issue during the application to sanction the Scheme, assuming the Requisite Majority vote in favour of the Scheme.

Bilateral Agreement
1. The Company's exposure to DBS arises from its position as a guarantor under the Revolving Credit Facility. The Company and the KEL Group will restructure their liabilities under the Revolving Credit Facility through a Bilateral Agreement. The decision to restructure the Revolving Credit Facility through a separate consensual process was made because DBS has security over substantially all of the KEL Group's assets (see Appendix H for a full list of security) and therefore is a senior secured creditor. The Scheme seeks to implement a compromise of the claims of unsecured creditors and were DBS to be included in the Scheme, they would, in any case, form a separate class from other Scheme Creditors and be able to vote independently. The Bilateral Agreement is, though, a key part of the overall restructuring of the Company and accordingly, the implementation of the Bilateral Agreement will be a condition precedent to the Restructuring Effective Date.
2. The key terms of the Bilateral Agreement are expected to be as set out below:
3. 1. the maturity date will be extended beyond December 2020 to June 2024;
  2. future drawdowns of the Revolving Credit Facility will be conditional on the satisfaction of various conditions precedent including the confirmation as to use of proceeds;
  3. proceeds from any Assets Divestment of the KEL Group are to be applied towards repaying the principal amount outstanding under the Revolving Credit Facility;
  4. further principal repayments are to be made by way of a cash sweep from the excess cash flow of CBA; and
  5. a bullet repayment is to be made of any principal amount outstanding at maturity of the Revolving Credit Facility.
4. Pending the finalization of the Bilateral Agreement and to facilitate the Restructuring Exercise, DBS has agreed to a six-month extension of the maturity date of the Revolving Credit Facility from 30 June 2020 to 31 December 2020.
Consent Solicitation Exercise
1. The liabilities under the Zero Coupon Notes will be restructured pursuant to a Consent Solicitation Exercise. Pursuant to the Consent Solicitation Exercise, the Company will be seeking approval by an Extraordinary Resolution of the ZCN Holders to, inter alia, (subject to the conditions being fulfilled) (i) the ZCN Exchange,
2. 1. the waiver of any event(s) of default or potential event(s) of default that have occurred or that may occur up to and including the Restructuring Effective Date and/or that may occur under the Zero Coupon Notes in connection with the Consent Solicitation Exercise, and (iii) amendments to the terms and conditions of the Notes.
3. A majority of not less than three quarters of the votes cast at the meeting of the ZCN Holders for which the necessary quorum is at least two voters representing or holding not less than three quarters of the aggregate principal amount of the outstanding Zero Coupon Notes and, at an adjourned meeting, one quarter of the aggregate principal amount of the outstanding Zero Coupon Notes have to vote in favour of the extraordinary resolutions under the Consent Solicitation Exercise for the requisite approval to be obtained. None of the ZCN Holders are required to abstain from voting. An extraordinary resolution of ZCN Holders shall be binding upon all ZCN Holders, whether present or not present at such meeting and each of them shall be bound to give effect to it accordingly.

Restructuring the liabilities under the Zero Coupon Notes will involve 45% of the aggregate principal amount of the Zero Coupon Notes held by each person who is shown in the records of CDP as a holder of the Zero Coupon Notes as at the Ascertainment Date (rounded down to the nearest whole number) (the "Swap Debt") being exchanged for approximately 6,582,478,905 new Shares (the "ZCN Exchange"). The aggregate number of ZCN Exchange Shares issued as a result of the ZCN Exchange will represent approximately 43.8% of the Enlarged Share Capital of the Company after the completion of the Restructuring Exercise. ZCN Holders will therefore be entitled to a pro rata share of approximately 43.8% equity in the Enlarged Share Capital of the Company, with the number of Shares allotted and issued to each ZCN Holder rounded down to the nearest whole number. 55% of the aggregate principal amount of the Zero Coupon Notes held by each ZCN Holder (rounded up to the nearest whole number) will remain as debt after the completion of the Restructuring Exercise, subject to the terms and conditions of the Zero Coupon Notes (as amended pursuant to the Consent Solicitation Exercise including an extension of the maturity to 30 December 2025). As part of the Consent Solicitation Exercise, there will also be waivers of events of default and potential events of default and certain amendments to the terms of the documents for the Zero Coupon Notes.
If the Company is liquidated, the ZCN Holders are not expected to have any recovery even though the Company has granted a second-ranking security over its shares in KrisEnergy Holding Company Ltd and KrisEnergy Management Ltd and a first- ranking security over its shares in SJPB for the benefit of the ZCN Holders. This is because:
1. while DBS is the first-ranking secured creditor over the Company's shares in
  KrisEnergy Holding Company Ltd and KrisEnergy Management Ltd for the Revolving Credit Facility, it will not be fully paid off even if it were to realise all this security. Thus, there will be no value left in the security over the same assets held for the benefit of the ZCN Holders; and
2. while the ZCN Holders have a first-ranking security over the Company's shares in SJPB, Keppel Shipyard Limited has a first-ranking mortgage over the sole asset owned by SJPB (see paragraph 5.6.12(c) above). Kepinvest has a second-ranking security over the sole asset owned by SJPB. Accordingly, once Keppel Shipyard Limited and Kepinvest enforce their security, the shares in SJPB will be of no value.

Further details of this liquidation analysis can be found at Appendix L.

The equity allocations between the ZCN Holders and the unsecured creditors under the Scheme reflect, in part, the respective priority and contractual rights of the stakeholders in the capital structure. The ZCN Holders hold second ranking security over the Company's shares in KrisEnergy Holding Company Ltd and KrisEnergy Management Ltd as well as first-ranking security over the Company's shares in
SJPB. The creditors subject to the Scheme are unsecured. Based on the liquidation scenario, though, the ZCN Holders would, like the unsecured creditors, receive no return. It is relevant, though, that on a going concern basis, they would be in a superior position.
The terms of the Restructuring Exercise were arrived at after discussions with the Company's various stakeholders including Keppel Corp. Based on discussions with Keppel Corp, they are unlikely to be supportive of the restructuring process if the terms being offered to the ZCN Holders do not reflect a reasonable return that would result in their continued support being viable, taking into account its overall economic position in the KEL Group and the extent of its continued economic support. The current proposal (set out in paragraph 6.4.9 below) is the one, based on the aforesaid discussions, that meets those objectives and is acceptable to Keppel Corp. The Company therefore sees this as the only viable option that would be acceptable to Keppel and still provide for a significant return to the unsecured creditors and, indeed,

the shareholders. KEL's board's position is that if Keppel Corp is no longer supportive of the Restructuring Exercise, it will fail because:

1. as listed at Appendix H, substantially all of the KEL Group's assets are encumbered and form part of the security package for the Revolving Credit Facility and the New CBA Facility; and
2. the development of CBA, which forms the basis of the Company's restructuring, may no longer receive funding under the New CBA Facility.
The unsecured creditors stand to receive nothing in a liquidation. The deal being proposed places them in a substantially better position. It also allows the shareholders, who would economically be left with nothing in a liquidation, with a real stake in the Company's equity.
Ultimately, the terms of the debt to equity conversion for the unsecured creditors under the Scheme (which terms for the unsecured creditors were improved between the holding of the townhall meetings on 19 June 2020 ("June Townhall") and 27 August 2020 ("August Townhall") and the ZCN Holders under the Consent Solicitation Exercise were arrived at based on feedback received from the Company's various stakeholders including Keppel Corp, and seeks to also reflect the relative security positions of the various creditor groups of the KEL Group. The terms of the debt to equity conversion under the Scheme and the Consent Solicitation Exercise represent the best terms which the Company can offer taking into account the matters set out in paragraph 6.4.6 above.
The June Townhall and August Townhall were held for the Noteholders, ZCN Holders and Company's shareholders to, among other things, address their questions and allow them to provide their feedback on the terms of the restructuring. Discussions took place with Keppel Corp on the feedback put forward and, eventually, the terms were amended with Keppel Corp's agreement to the benefit of the unsecured creditors and shareholders. A table setting out how the terms were improved for the unsecured creditors between the August Townhall and the June Townhall after taking in account feedback received at the June Townhall is set out below:

Initial Restructuring Proposal at	Final Restructuring Proposal at	Change

the June Townhall	the August Townhall

	Revolving		Maturity extended 4 years to
	Credit Facility
	(US$200.0 mm)		2024

Debt		
Secured	Notes1	55% of ZCN: maturity
	Dec 2025
	Zero Coupon		extended from Jan 2024 to

	(S$139.5 mm)		45% of ZCN: converted into
		57.5% of post restructuring

			equity
	2022 and 2023
	Notes
	(S$330.0 mm)
Debt			All unsecured debt converted
Unsecured	Unsecured
Term Loans		into 35% of post-restructuring
	(US$34.4 mm)		equity
	Other unsecured
	creditors
	(US$57.4 mm)3

Maturity extended 4 years to 2024
55% of ZCN: maturity
extended from Jan 2024 to Dec 20252
45% of ZCN: converted into
43.8% of post restructuring equity

All unsecured debt converted into 46.2% of post- restructuring equity

None
No change in percentage of ZCNs to be retained
Post- restructuring equity: - 13.7%
Post- restructuring equity: +11.2%

4	Existing						Post-
Equity	Shareholders		Diluted to 7.5% of post-		Diluted to 10% of post-		restructuring
	(100% Pre-		restructuring equity		restructuring equity		equity: +2.5%
	Restructuring Equity)

Note: Post-restructuring shareholding excludes any shares to be distributed to the Management in accordance with the KrisEnergy Management Incentive Plan

1 The ZCN Holders have comprehensive 2nd ranking security package over the assets of the KEL Group. The ZCN Holders also have 1st ranking security over the shares and certain accounts of SJPB (a wholly- owned subsidiary of KEL)

For completeness, KEL will be seeking other changes to the Zero Coupon Notes provisions aside from the maturity date

Includes contingent claims which are currently disputed. Any variance in the amount of contingent claims will not change the allocation of post-restructuring equity across the separate stakeholder classes

Warrants will not be amended or restructured as they are currently deeply out-of-the money and will instead be significantly diluted as part of the restructuring

In addition, the debt under the Zero Coupon Notes will be restructured by way of the Consent Solicitation Exercise rather than the Scheme because:
1. The notes documentation (in particular, the trust deed for the Zero Coupon Notes dated 31 January 2017 as amended, varied or supplemented from time to time), which all ZCN Holders are signed up to and agreed at the time of issue of the Zero Coupon Notes, provide for terms and procedure governing any meeting of ZCN Holders (which would include a meeting for a consent solicitation process to amend the terms and conditions of the Zero Coupon Notes).
2. Keppel O&G's vote in its capacity as a ZCN Holder is likely to be significantly discounted in the Scheme and based on discussions with Keppel Corp, they are unlikely to be supportive of the restructuring process if Keppel O&G's legitimate right to vote in relation to the Zero Coupon Notes was prejudiced. As mentioned above, KEL's board's position is that if Keppel Corp is no longer supportive of the Restructuring Exercise, it will fail. Based on the valuations prepared so far, if the Restructuring Exercise fails and KEL is liquidated, the unsecured creditors and the Shareholders are likely to have zero returns. KEL wishes to avoid this situation. A consent solicitation process for the ZCN Holders has therefore been determined by the Board to provide the best chance of a successful restructuring of the Zero Coupon Notes and therefore supports an overall consensual restructuring.

6.5 Shareholder approval

As the restructuring envisages the issuance of new Shares to the Scheme Creditors and ZCN Holders, the Restructuring EGM will be held for the Shareholders to vote on the proposed allotment and issuance of the Company's Shares to the Scheme Creditors and the ZCN Holders.
The Restructuring EGM is targeted to take place in January 2021 and the relevant resolutions will be put before shareholders as ordinary resolutions. The resolutions will only be passed by a simple majority (more than 50%) of the votes cast by eligible shareholders at the Restructuring EGM.
Keppel O&G is a controlling shareholder of the Company as defined in the Listing Manual and holds approximately 76.87% in value of the Zero Coupon Notes. Accordingly, the allotment and issuance of KEL's shares to Keppel O&G pursuant to the restructuring of the Zero Coupon Notes will constitute a restricted issue of shares under Rule 812 of the Listing Manual and an interested person transaction under Rule 906 of the Listing Manual, both of which require Shareholders' approval. Keppel

O&G is required to abstain from voting on the Shareholders' resolution for the allotment and issuance of the Company's shares to the ZCN Holders. To the extent that any substantial shareholder of the Company is also a holder of the Zero Coupon Notes or a Scheme Creditor, the allotment and issuance of the Company's shares to such substantial shareholder pursuant to the restructuring of the Zero Coupon Notes or the Scheme will also require Shareholders' approval pursuant to Rule 812 of the Listing Manual, and such substantial shareholder will also be required to abstain from voting on the resolution for the allotment and issuance of the Company's shares to the ZCN Holders and Scheme Creditors.

1. The pre-Restructuring Exercise share capital of the Company comprising approximately 1,502,849,065 Shares, will represent 10.0% of the Enlarged Share Capital of the Company.
Other liabilities
1. Following consultation with its financial advisors / restructuring consultants and legal advisors, the Company has decided that the Warrants will not be compromised as part of the Restructuring Exercise. Based on the restructuring terms, the exercise price of the Warrants (which means S$0.110, being the sum payable in respect of each new share to be issued upon exercise of the Warrants, for which a Warrant Holder will be entitled to subscribe upon exercise of a Warrant, such price subject to such adjustments under certain circumstances as may be required in accordance with the terms and conditions of the Warrants) will not have to be adjusted downwards since the Total Effective Consideration (as defined in the terms and conditions of the Warrants) for each Share is likely to be more than 90% of the Last Dealt Price (as defined in the terms and conditions of the Warrants) for each Share. The Warrant Holders will also be diluted from approximately 45.5% as at the Ascertainment Date (assuming all the Warrant Holders convert their interest) to approximately 7.7% post completion of the Restructuring Exercise assuming that no MIP Shares (as defined in paragraph 10.1.2 below) are issued. It is thus unlikely that the value of the Warrants will increase as a result of the Restructuring Exercise. Therefore, even though the Warrant Holders' rights are not directly compromised by the Restructuring Exercise, they will not be in a better position as compared to other stakeholders in the Restructuring Exercise whose rights are being compromised.
Shareholding of the Company
1. The shareholding of the Company before and after the Restructuring Exercise will be as follows:

						Post-Restructuring(2)
						Excluding			Including
			Pre-Restructuring			KrisEnergy
							KrisEnergy
					Management

								Management
						Incentive
								Incentive Plan (3)
						Plan


Existing		100.00%		10.00%		9.00%
Shareholders	as at
Ascertainment Date

ZCN Holders		-		43.80%		39.42%

Scheme Creditors	-	46.20%	41.58%

Management (1)	0.09%	-	10.00%
Total	100.00%	100.00%	100.00%

Notes:

See paragraphs 10.1.2 and 10.2.1 below.
Does not reflect dilution on account of the Warrants that remain outstanding.
Approximately 16,698,322,944 shares to be split as follows. Assuming that (i) all performance targets are met such that the maximum number of Shares is awarded under the KrisEnergy Management Incentive Plan; and (ii) following the implementation of the Restructuring Exercise, no other new Shares are issued by the Company.
1. Existing Shareholders: approximately 1,502,849,065
2. ZCN Holders: approximately 6,582,478,905
3. Scheme Creditors: approximately 6,943,162,680
4. KrisEnergy Management Incentive Plan: approximately 1,669,832,924

6.7.2 The shareholding which Keppel and its related entities will have in the Company before and after the Restructuring Exercise is set out below for illustrative purposes:

	Immediately before the Restructuring Exercise	Immediately after the Restructuring Exercise

	Direct Interest	Deemed Interest(1)	Direct Interest	Deemed Interest(1)
	No. of	%(2)	No. of	%(2)	No. of	%(3)	No. of	%(3)
	Shares		Shares		Shares		Shares

Keppel O&G	598,263,893	39.81	˗	˗	5,655,149,977	37.63	-	-

Kepventure	˗	˗	598,263,893	39.81	˗	˗	5,655,149,977	37.63
Pte. Ltd.

Keppel Corp	˗	˗	598,263,893	39.81	˗	˗	5,655,149,977	37.63

Notes:

Kepventure Pte. Ltd. and Keppel Corp are each deemed under Section 4 of the Securities and Futures Act (Cap. 289, 2006 Rev Ed) to have an interest in the Shares held by Keppel O&G as (i) Keppel O&G is a wholly owned subsidiary of Kepventure Pte. Ltd.; and (ii) Kepventure Pte. Ltd. is a wholly owned subsidiary of Keppel Corp.
Based on 1,502,849,065 issued Shares and excludes interests in Shares comprised in awards granted pursuant to the KrisEnergy Performance Share Plan adopted by KEL in conjunction with the initial public offering of KEL ("KEL PSP").
Based on 15,028,490,650 issued Shares immediately after the Restructuring Exercise, assuming that the maximum number of Debt Conversion Shares are issued pursuant to the Scheme, no MIP Shares (as defined in paragraph 10.1.2 below) are issued pursuant to the KrisEnergy Management Incentive Plan, and excludes interests in Shares comprised in awards granted pursuant to the KEL PSP.

6.8 Risk factors relating to the Restructuring Exercise

There is a risk that the Scheme may not be approved by the requisite majority of the Scheme Creditors, in which case no distribution can be made under the Scheme.
There is a risk that, even if the Scheme is approved by the requisite majority of the Scheme Creditors, it is not sanctioned by the court, in which case no distribution can be made under the Scheme.
There is a risk that, even if the Scheme is approved by the requisite majority of the Scheme Creditors and is sanctioned by the Court, one or more of the Implementation

Conditions may not be met, in which case no distribution can be made under the Scheme.

There is a risk that the Scheme may not be sanctioned or the Implementation Conditions may not be met before the Company runs out of cash. Given that the Revolving Credit Facility matures on 31 December 2020, in the event that the maturity date of the Revolving Credit Facility is not extended by that date, the Company will not be able to repay the same.
There are also inherent operational and business risks as highlighted in paragraph 3.2.2 above. Further, insofar as the Company's business operations are concerned, the volatility of oil prices, the loss of assets due to government action in not extending plans of development and/or production area licences as well as a development of Mini Phase 1A at CBA are also risks that relate to and will affect the restructuring of the Company.

7. RATIONALE AND OBJECTIVES OF THE SCHEME

Objectives of the Scheme
1. The objectives of the Scheme are:
2. 1. to avoid a liquidation of the Company, as this will result in the creditors of the Company, including the Scheme Creditors receiving significantly less than they would under a successful implementation of the Scheme;
  2. to enable the business of the Company and the KEL Group to continue as a going concern, in particular, to see through the development of the Mini Phase 1A at CBA as the Company expects the bulk of the KEL Group's future revenue to come from CBA once it achieves first oil; and
  3. to ensure an orderly distribution of equity to the Scheme Creditors.
Crowe Horwath First Trust Appraisal Pte Ltd ("Crowe")
1. Crowe was engaged by the Company to:
2. 1. conduct an independent valuation, on a liquidation basis ("Liquidation Analysis"), of all assets across the KEL Group, as at 31 March 2020 (the
    "Valuation Date"); and
  2. conduct an independent valuation of the 100% enterprise value of the KEL Group, on a going concern basis, as at the Valuation Date ("Going Concern Analysis").
3. Crowe's valuation is prepared in accordance with International Valuation Standards and the engagement team members are Chartered Valuer and Appraisers registered with the Institute of Valuers & Appraisers, Singapore. For further information regarding Crowe, please see their website at https://www.crowe.com/sg.
4. Crowe has no present or contemplated interest in the KEL Group which is the subject of this valuation and is acting independently of all parties. Fees are agreed on a lump sum basis and are not contingent on the outcome of the KEL Group's Restructuring Exercise and Crowe's value conclusions.
5. Based on the Liquidation Analysis and Going Concern Analysis prepared by Crowe, the Scheme offers better prospects for the creditors of the Company, including the Scheme Creditors, as compared to a liquidation of the Company. Based on the Liquidation Analysis, the Scheme Creditors will likely get no return in a liquidation of the Company and a successful restructuring will result in a better return to all the

Company's creditors than a liquidation. The Company and the Company's financial advisor / restructuring consultant agree with this conclusion.

A summary of Crowe's Liquidation Analysis and Going Concern Analysis, including the assumptions used, are annexed in Appendix L and Appendix M respectively. Appendix N includes the forecasts of profitability and cash flow of the KEL Group taking into account expected production and operational costs for each significant O&G Assets and certain operational adjustments made by Crowe. Subject to any laws implemented in connection with COVID-19 which could restrict the Company's ability to open its offices, a copy of Crowe's full
Liquidation Analysis and Going Concern Analysis is available for physical inspection by any Scheme Creditor at the Company's premises at 83
Clemenceau Avenue #10-05 UE Square, Singapore 239920, during normal business hours on any day prior to the date of the Court Meeting (other than a
Saturday, Sunday or a public holiday) with two Business Days' notice subject to the Scheme Creditor executing two sets of a non-disclosure agreement with the Company, with one set to be retained by Crowe.

7.3 Liquidation Scenario

The Board considers that the Restructuring Exercise represents the best available outcome for all stakeholders in the current circumstances and strongly recommends that all stakeholders support it. The Board urges all stakeholders to exercise their voting right in favour of the Restructuring Exercise.
However, it remains possible that the Restructuring Exercise will not succeed. The Board has been considering the consequences of this with Keppel Corp, who holds the key economic risk in the Revolving Credit Facility and the most appropriate course to take should that occur.
At present, DBS, a secured creditor of the Company, has the right to appoint a receiver to certain charged assets of Company including all of the Company's shares in KrisEnergy Holding Company Ltd and KrisEnergy Management Ltd, as a result of an event of default under the Revolving Credit Facility (in which Keppel Corp have the economic risk) and the Company will have effectively no more assets. The sole asset of SJPB is also subject to security. So far, DBS has not taken such action on the basis that the Restructuring Exercise is contemplated. A failure of the Restructuring Exercise may result in DBS ceasing to forbear on an exercise of its rights under the Revolving Credit Facility and proceed to the appointment of receivers to the charged assets.
In circumstances where the Restructuring Exercise has failed, the Board will have little option but to place the Company in an insolvent liquidation process in the Cayman Islands, where the Company is incorporated. In such an event, operations of the KEL Group's operating assets would likely be disrupted due to, among other things, cross default beings triggered, potential revocation of concession agreements with host governments, and the various operating entities of the KEL Group may then have to also wind down operations.
If the liquidation were to follow the usual process (where the liquidator sells the assets available to them and distributes the proceeds to creditors) then the liquidation valuation shows that the ZCN Holders, Scheme Creditors and Shareholders would all receive zero recovery. DBS, through the Revolving Credit Facility, holds substantially all of the KEL Group's assets. In a liquidation scenario, the value of the KEL Group's assets is insufficient to cover the amounts owing to DBS under the Revolving Credit Facility and all the other creditors, including the ZCN Holders will be left with no recovery. The estimated return of the successful implementation of the Scheme and the estimated return if the Company is liquidated are set out below, where the figures have been rounded up to the nearest whole number:

	(1)			(3)	Liquidation
	Claims	Scheme Recoveries		Recoveries(4)

Creditors	US$ '000	US$ '000	%	US$ '000		%

DBS (under the	200,000(1)	200,000	100	67,837-82,277		34-41
Revolving Credit
Facility)

ZCN Holders	102,141(1)	73,777-83,659	72-82	-		-
Creditors which	373,328(2)	18,564-28,987	5-8	-		-
could be
compromised
under the Scheme

Total	675,468	292,342-312,646	43-46	67,837-82,277		10-12

Notes:

Based on principal outstanding for the ZCN Notes and Revolving Credit Facility. Illustratively assumes US$ to S$ exchange rate of US$1=S$1.3654 as of 30 September 2020.
This reflects the claims known to the Company, taking into account any unpaid or default interest from 21 August 2019 to 30 September 2020. The list of creditors included as part of the calculation of these claims is annexed here as Appendix O and includes claims which have not Crystallised and/or are still in dispute. The Company reserves its rights to amend the list of creditors and the amounts owing at Appendix O depending on the Proofs of Debt which are received and admitted.
Enterprise value of the KEL Group per Crowe's Liquidation Analysis and Going Concern
Analysis.
On 30 April 2020, the KEL Group entered into the New CBA Facility of up to US$87 million which is primarily intended to be utilised for the funding of the development of CBA. As the New CBA Facility was completed post 31 March 2020 (i.e. the Valuation Date), it has been excluded from the computation of estimated recovery for creditors. The inclusion of the New CBA Facility in the Liquidation Analysis is not expected to affect recoveries for the Scheme Creditors as of the Valuation Date, as the additional value from CBA funded by the New CBA Facility would be fully allocated to the creditor of the New CBA Facility in a liquidation scenario.

7.4 The Proposed Transfer (as defined below)

The Board has been discussing with Keppel Corp whether an alternative option to a usual collection and distribution of assets in a liquidation may be available in these circumstances, to partially reduce the impact of liquidation if the Restructuring Exercise were to fail.
As a result of those discussions, and a review of the relevant options, the Board understands that an alternative plan is currently being explored that may allow for some recovery to all stakeholders. Such alternative plan contemplates a structured or managed liquidation, whereby the Company's assets would be transferred by the Company to a new company ("NewCo") in exchange for the consideration described below ("Proposed Transfer"). The Board has no power in law to put the
Proposed Transfer into effect in the context of a liquidation. The Board ceases to have any power or control over the Company and its assets upon the appointment of liquidators. The only party with the power to put the Proposed Transfer into effect would be the liquidators appointed by the Grand Court of the Cayman Islands ("Cayman Court") (on the assumption that the transaction may be pursued under the laws of the Cayman Islands). The liquidators will be required to act in the interests of the creditors of the Company and it is entirely possible that the liquidators may decline to pursue the Proposed Transfer, in which case it will not move forward. Even if the liquidators propose the Proposed Transfer, it will not come into effect without the approval of the Cayman Court and the support of its significant creditors (including Keppel

Corp), which support is by no means guaranteed. Keppel Corp will consider at the relevant time whether to support the implementation of the Proposed Transfer.

7.4.3 In summary, subject to the limitations in bold in the paragraph above, based on discussions with Keppel Corp, the Board understands that the Proposed Transfer is potentially envisaged to be implemented is as follows:

A petition will be filed with the Cayman Court for the winding up of the Company and the appointment of liquidators.
The Cayman Court will then appoint liquidators of the Company. At least one of the liquidators is required to be a Cayman Islands licensed insolvency practitioner.
The NewCo, which would be established and incorporated under the laws of the Cayman Islands and controlled by the senior secured creditor(s), would make an offer to the liquidators to seek to acquire the shares in the Company's subsidiaries, any receivables owned by the Company and any cash of the Company (Assets). The senior secured creditor(s) will control NewCo as either shareholder or through a trustee.
The Proposed Transfer will involve:
1. the release by ZCN Holders of 100% of their claims against the Company; and
2. a release of the guarantee claim that DBS has against the Company in respect of the Revolving Credit Facility,

with the ZCN Holders and DBS, in return, receiving the interest in NewCo. The form and terms of such interest in NewCo would be determined by the liquidators in consultation with the relevant senior secured creditor(s), including Keppel Corp as a senior secured creditor.

1. If the liquidators agree that the Proposed Transfer is in the interests of the creditors of KEL, then they will sell the Assets to NewCo.
2. This sale will require the approval of the Cayman Court.
From the Board's discussion with Keppel Corp, if the Proposed Transfer is completed in the manner envisaged above, and subject to the discretion of the liquidator in consultation with the relevant senior secured creditor(s) and the Cayman
Court's approval, the Board understands that there is a possibility that the Scheme Creditors and the Company's existing Shareholders may be given the option to exchange their existing claims against, or holdings in, the Company for an interest in NewCo. The form and terms of such interest in NewCo will be determined by the liquidators in consultation with the relevant senior secured creditor(s), including Keppel Corp as a senior secured creditor. There is no certainty whatsoever that this will, in fact, be the course that is adopted by the liquidators or that it will be agreeable to the relevant senior secured creditor(s), including Keppel Corp as a senior secured creditor.
The Proposed Transfer is contemplated to be structured in a manner to insulate the underlying business operations of the KEL Group in order to minimise disruption and mitigate the risk of loss of key assets of the KEL Group.

7.5 The disadvantages and risks of not voting for the Restructuring Exercise

While the Board understands that the Proposed Transfer is intended to be better than a typical liquidation, where assets are distributed to creditors pursuant to a waterfall of priority, the Proposed Transfer is much less certain than the Restructuring Exercise and, even if it is successfully implemented by the liquidators, it is expected to remain a significantly worse outcome for all ZCN Holders, Shareholders and unsecured creditors than the Restructuring Exercise.
It would appear to the Board that there are several disadvantages to a Proposed Transfer when compared to the Restructuring Exercise, including:
1. Uncertainty - A Proposed Transfer depends on the willingness of the Cayman liquidators to propose the plan and the Cayman Court to approve and sanction the same. Such approval and sanction are not within any of the senior secured creditors' or the Company's control. A Proposed Transfer also depends upon the senior secured creditor(s) concluding that the Proposed Transfer is in their best interest as it cannot be implemented without their support. There is also no certainty that this structure would be accepted by the ZCN Holders and DBS;
2. Loss of listing status - If the Restructuring Exercise were to be implemented, stakeholders would hold shares in a company listed on the SGX-ST i.e. shares which are liquid instruments and can be bought and sold relatively easily and quickly. If the Proposed Transfer were to be implemented, any interest in NewCo would be an interest in an unlisted private company in the Cayman Islands i.e. an illiquid instrument with no readily available market to dispose of interests and there is no certainty that such interest will give any stakeholder direct voting rights;
3. Increased costs of implementation and administration of liquidation - There would be additional costs that would need to be incurred if the Restructuring Exercise failed, including costs of the liquidators, legal fees for the liquidators, Cayman Court fees and costs of undertaking a consent solicitation process in relation to the release contemplated in paragraph7.4.3(d)(i) above and, if the Proposed Transfer is implemented, potentially the costs of appointing a trustee to hold the shares in, and administer, NewCo on behalf of the ultimate stakeholders. The trustee's on-goingcosts will also ultimately need to be met from the equity value of NewCo; and
4. Additional jeopardy to contracts and underlying assets - The appointment of liquidators (coupled with a failed restructuring) may trigger default clauses across the different contracts that members of the KEL Group have entered into. In particular, it could result in an increased risk that various local governments and regulatory authorities terminate the valuable concession agreements that have been awarded to members of the KEL Group. Steps would have to be taken to minimise the impact under contracts and to reassure governments and regulators that the Proposed Transfer would ensure the continuity of operations. There is no assurance that the
  Company will be able to successfully preserve the KEL Group's underlying assets and contracts, including the concession agreements.
The Board considers that the Restructuring Exercise represents the best available outcome for all stakeholders and strongly recommends that all stakeholders support it.

8. ADMINISTERING AND IMPLEMENTING THE SCHEME

8.1 The Scheme Creditors and the debts to which the Scheme applies

1. The Scheme shall apply to the liabilities owing to all Creditors who have Claims against the Company as at the Ascertainment Date, including a KEL Restructuring Group Claim.
Scheme Manager
1. The Scheme Manager shall administer the Scheme in accordance with the terms set out in the Scheme.
2. The proposed Scheme Manager is Luke Furler care of AJCapital Advisory Pte Limited.
3. Subject to the provisions in the Scheme relating to resignation of Scheme Manager, the Scheme Manager shall hold office from the Effective Date to the date of termination of their appointment in accordance with Clause 10 of the Scheme.
Moratorium
1. The Scheme provides for a moratorium applying to all Scheme Creditors.
2. From the Effective Date, no Scheme Creditor shall take any steps or concur in the taking of any steps in connection with a Claim, whether directly or indirectly, to:
3. 1. pass a resolution for the winding up of the Company or any member of the KEL Restructuring Group;
  2. appoint a receiver or manager over any property or undertaking of the Company or any member of the KEL Restructuring Group;
  3. commence or continue any proceedings against the Company or any member of the KEL Restructuring Group in Singapore or elsewhere (except for proceedings to enforce the terms of the Scheme);
  4. commence, continue or levy any execution, distress or other legal process against the Company or any property of any member of the KEL Restructuring Group;
  5. enforce any Security, or to repossess any goods held by the Company or any member of the KEL Restructuring Group under any chattels leasing agreement, hire-purchase agreement or retention of title agreement; or
  6. enforce any right of re-entry or forfeiture under any lease in respect of any premises occupied by the Company or any member of the KEL Restructuring Group (including any enforcement pursuant to Section 18 or 18A of the Conveyancing and Law of Property Act (Cap. 61, 1994 Rev Ed)).
4. If the Scheme Creditor is within the jurisdiction of the Court, in addition to the moratorium set out in paragraph 8.3.2 above, the Scheme Creditor shall not take any steps or concur in the taking of any steps in connection with a Claim, whether directly or indirectly, to:
5. 1. pass a resolution for the winding up of the Company or any member of the KEL Restructuring Group;
  2. appoint a receiver or manager over any property or undertaking of the Company or any member of the KEL Restructuring Group;
  3. commence or continue any proceedings against the Company or any member of the KEL Restructuring Group in Singapore or elsewhere (except for proceedings to enforce the terms of the Scheme);

commence, continue or levy any execution, distress or other legal process against the Company or any property of any member of the KEL Restructuring Group;
enforce any Security, or to repossess any goods held by the Company or any member of the KEL Restructuring Group under any chattels leasing agreement, hire-purchase agreement or retention of title agreement; or
enforce any right of re-entry or forfeiture under any lease in respect of any premises occupied by the Company or any member of the KEL Restructuring Group (including any enforcement pursuant to Section 18 or 18A of the Conveyancing and Law of Property Act (Cap. 61, 1994 Rev Ed)),

anywhere outside of Singapore.

8.4 Conditions Precedent to the effectiveness of the Scheme

The Scheme shall become effective on the date on which all of the following events have occurred or on such earlier date as the Court may determine:
1. the approval of the Court granted to the Scheme, with or without alterations or conditions, pursuant to Section 210 of the Companies Act; and
2. a copy of the order of the Court sanctioning the Scheme being lodged with the Registrar of Companies in accordance with Section 210 of the Companies Act or on such earlier date as the Court may determine and as may be specified in the order of the Court sanctioning the Scheme.
Even though the Scheme will be effective upon the fulfilment of the events listed in paragraph 8.4.1 above, the Restructuring Effective Date and any obligation on the Company or Scheme Manager to distribute the Shares in accordance with the Scheme will only occur after the following Implementation Conditions are met:
1. the approval (by way of extraordinary resolution) of the ZCN Holders being obtained for, among others, the ZCN Exchange pursuant to the Consent Solicitation Exercise, the entry of any necessary agreement(s) for the amendment of the terms and conditions of the Zero Coupon Notes and the fulfilment of any conditions for the effectiveness of the Consent Solicitation Exercise;
2. shareholder approval for the issuance of new Shares in connection with the Restructuring Exercise being obtained by way of an ordinary resolution via the Restructuring EGM;
3. the entry of a Bilateral Agreement among the Company, the relevant members of the KEL Group and DBS for the amendment and restatement of the Revolving Credit Facility and the fulfilment of any conditions precedent required for the effectiveness of these amendments to the Revolving Credit Facility; and
4. the resumption of trading of the Company's shares on the SGX-ST.
The implementation of each of the Scheme and the processes listed in paragraph 8.4.2 are inter-conditional.
The Scheme Manager shall, as soon as is reasonably practicable, notify the Scheme Creditors in writing as to the date that all the Implementation Conditions have been met.

8.4.5 If:

the approvals under paragraphs 8.4.2(a) and 8.4.2 (b) are not obtained;
the entry of the Bilateral Agreement under paragraph 8.4.2(c) does not occur; or
the SGX-ST rejects the Company's application for a resumption of trading under paragraph 8.4.2(d),

such that any of the Implementation Conditions are not fulfilled, the Scheme will not become effective. If any of the Implementation Conditions are not met, the Scheme shall terminate and the terms of and the obligations of the parties under or pursuant to the Scheme shall lapse and all the compromises and arrangements provided by the Scheme and any releases granted pursuant to the Scheme shall be of no effect and shall be construed as if it had never become effective, and the rights and obligations of the Creditors shall not be affected and shall be reinstated and remain in full force and effect.

8.5 Court Meeting related matters and action to be taken

8.5.1 Adjudication Procedures

The Proofs of Debt submitted by the Creditors shall be adjudicated by the Chairman in accordance with the procedure set out in the Insolvency, Restructuring and Dissolution (Proofs of Debt in Schemes of Arrangement) Regulations 2020 ("PODSAR") as varied by the Order of Court dated 16 November 2020 made in HC/SUM 4526/2020 and as set out in Clause 9 of the Scheme. The Company strongly recommends all Creditors to read the full Clause 9 of the Scheme, which is reproduced below:

9. PROOFS OF DEBT

All Creditors must provide the Chairman with a duly completed Proof of Debt in respect of their Claims, unless:
1. such requirement is waived by the Chairman;
2. such requirement is waived by the Court; or
3. a Proof of Debt is filed on the person's behalf by the Chairman or the Company.
The Chairman will, on behalf of each Noteholder, file a Proof of Debt based on the holdings in the records with CDP on the Ascertainment Date.
Each Creditor shall submit to the Chairman a Proof of Debt in respect of:
1. its Claims against the Company as at the Ascertainment Date;
2. any Security in relation to those Claims provided by the Company (if any); and
3. any claim(s) by the Company against that Creditor.
Each Proof of Debt shall be in the form set out in Annex A[to the Scheme and Appendix C annexed hereto] and shall be submitted at the Specified Address on or before the Proof of Debt Submission Deadline.

The Chairman will adjudicate all Proofs of Debt duly submitted by Creditors to determine whether any Claim against the Company should be accepted as a Scheme Claim for the purposes of this Scheme, and if so, the relevant Adjudicated Claim Amount in respect of that Scheme Claim. The Chairman's decision will be final, binding and determinative of any Claim save for any rights any party may have under the Insolvency, Restructuring and Dissolution Act 2018.
For the purposes of voting at the Court Meeting, each Scheme Creditor shall vote to the extent of its aggregate Adjudicated Claim Amount less any amount waived or recovered by that Scheme Creditor in respect of its Scheme Claims between the Ascertainment Date and the date of the Court Meeting.
Save as provided for in Clauses 9.1 and 9.2 above, whether or not a Creditor is attending the Court Meeting, a valid Proof of Debt must be received by the Chairman at the Specified Address no later than the Proof of Debt Submission Deadline. Any Claim of any Creditor against the
Company or the KEL Restructuring Group that is not stated or submitted in a Proof of Debt in accordance with this Scheme on or before the Proof of Debt Submission Deadline shall be forever waived, released, discharged and extinguished, and the Creditor shall not have any rights, interests and claims against the Company and the KEL Restructuring Group in respect of such Claim, save as the Chairman may otherwise permit at his or her absolute discretion (including the discretion to accept that Claim as a Scheme Claim and determine its Adjudicated Claim Amount based on the amount stated to be owing to that Creditor in the books and records of the Company).
Where any Scheme Claim is denominated in a currency other than USD, the amount will be converted to USD at the Relevant Exchange Rate for the purposes of determining the Adjudicated Claim Amount as the case may be.
Any Creditor who disputes the adjudication of any Claim or the amount of any Claim in its and/or another Creditor's Proof of Debt or the results of the adjudication of any Proof of Debt by the Chairman may appoint an independent assessor in accordance with the procedure set out in the Insolvency, Restructuring and Dissolution (Proofs of Debt in Schemes of Arrangement) Regulations 2020 as varied by the Order of Court dated 16 November 2020 made in HC/SUM 4526/2020.
No assignment, sale or transfer of any interest in any Claim after the Ascertainment Date shall be recognised by the Company or the Chairman for the purposes of determining entitlement to attend and vote at the Court meeting.
Any debts of contingent creditors which are admitted are for the sole purpose of calculating the votes for the Scheme and should not be taken as an admission by the Company of any liability which has not yet Crystallised, under an ongoing proceeding (including the Arbitration) or otherwise.

8.5.2 Dispute Procedures

Any Creditor who disputes the adjudication of any Claim or the amount of any Claim in its and/or another Creditor's Proof of Debt or the results of the adjudication of any Proof of Debt by the Chairman ("Dispute") may appoint an independent assessor

("Independent Assessor") in accordance with the procedure set out in the PODSAR as varied by the Order of Court dated 16 November 2020 made in HC/SUM 4526/2020.

Sanction by the Court
Provided that the Scheme is approved by the Requisite Majority at the Court Meeting, the Scheme Creditors are also entitled to attend the hearings of the Company's application to the Court to sanction the Scheme ("Sanction Application").
Scheme Creditors will be informed of the hearing of Sanction Application and will be provided with the relevant court papers upon request.

8.6 Key dates

The key dates in relation to filing the Proof of Debts, Court Meeting and hearing of the Sanction Application are as follows:

	No.		Event				Date and Time (where
						applicable)*


1		Notices of Court Meeting, Scheme		20 November 2020
			Document, Explanatory	Statement	and
			requests to file Proofs of Debt are made
			available

2		Proof of Debt Submission Deadline			By 6 p.m. on 4
							December 2020

3		Completion of adjudication of Proofs of		24 December 2020
			Debt and providing creditors with copies of
			the adjudication results ("Adjudication
			Results") of the Proofs of Debt

4		Creditors who have filed Proofs of Debt		By 6 p.m. on 31
			may send a request to the Chairman at		December 2020
			krisenergy@ajcapital.asia	to	inspect	the
			Proof of Debt filed by another creditor. In
			the event of a dispute in relation to the
			inspection of Proofs of Debt and in the
			absence of a nomination of an Independent
			Assessor (as defined in paragraph 8.5.2
			above) under Regulation 4(4) of the
			PODSAR, David Chew of DHC Capital Pte
			Ltd shall be the Independent Assessor

5		Deadline for Creditors to submit their		By 6 p.m. on 31
			questions to be answered ahead of the		December 2020
			Proxy Form Submission Deadline (see
			Appendix B (Notice of Court Meeting) for
			details)

6		Deadline for Creditors to request link to join		By 6 p.m. on 31
			the Court Meeting (see Appendix B (Notice		December 2020
			of Court Meeting) for details)

7		Company to respond to questions		4 January 2021
			submitted by the Creditors

8		If the Company or any Creditor who has		By 6 p.m. on 4 January
			filed a Proof of Debt objects to the	2021
			Adjudication Results of their Proofs of Debt
			or any Creditors' Proof of Debt, that
			opposing party may send a written request
			seeking agreement for the appointment of
			an Independent Assessor to the Company
			at scheme@krisenergy.com	(unless	the

	opposing party is the Company), the
	Chairman at krisenergy@ajcapital.asiaand
	the Creditor whose Proof of Debt will be
	affected by the decision of the Independent
	Assessor (unless the opposing party is that
	creditor) or make an application to Court for
	the appointment of an Independent
	Assessor. In the absence of a nomination
	of an Independent Assessor under
	Regulation 5(4) of the PODSAR, David
	Chew of DHC Capital Pte Ltd shall be the
	Independent Assessor

9	Final deadline for Creditors to submit their	By 1 p.m. on 11 January
	questions (see Appendix B (Notice of Court	2021
	Meeting) for details)

10	Scheme Creditors to lodge Proxy Forms (if	By 1 p.m. on 11 January
	any) with the Chairman or the Scheme	2021
	Manager

11	Court Meeting	At 1 p.m. on 14 January
		2021

If any of the timings indicated above are revised, the Company will give notice of the same on SGXNet and on its website.

9. NOTICE

9.1 The Company reserves the right to notify any matter, including the fact that the Scheme has been approved and any updates of the Scheme to any or all Scheme Creditors via an announcement by the Company on SGXNet, in which case such notice shall be deemed to have been sufficiently given notwithstanding any failure by any Scheme Creditor to receive or see such announcement.

10. RELEVANT DISCLOSURES

10.1 KrisEnergy Management Incentive Plan

Certain members of the Management will qualify for the KrisEnergy Management Incentive Plan that is designed to motivate the achievement of performance goals and certain pre-agreed milestones, and therefore align objectives with the KEL
Group's stakeholders.
The terms of the KrisEnergy Management Incentive Plan is envisaged to provide for the potential issuance of new shares in the capital of the Company ("MIP Shares") and potential future cash payments tied to accomplishing certain performance milestones. Assuming that all performance milestones are met, the MIP Shares are envisaged to comprise, in aggregate, approximately 10.0% of the Company's issued share capital after adjusting for the Restructuring Exercise (assuming that the maximum number of Debt Conversion Shares is issued pursuant to the Scheme) and the KrisEnergy Management Incentive Plan. The terms of the potential grant(s) of MIP Shares notably the vesting schedule, initial equity grant and future equity grants, as well as potential cash payments and associated pre-agreed milestones are still being finalised.
The KrisEnergy Management Incentive Plan will be administered by the remuneration committee of the Board (the "Remuneration Committee"). The Remuneration
Committee will have the authority to interpret and administer all provisions and to make any rules and regulations or take any action it deems necessary including amendments and revocation.

All awards issued under the KrisEnergy Management Incentive Plan will be at the sole discretion of the Remuneration Committee and will be made pursuant to the KrisEnergy and the KrisEnergy Employee Share Option Scheme (collectively, the
"Existing Share Schemes") implemented on 10 July 2013 on no better terms than that in respect of the Existing Share Schemes. The Existing Share Schemes were approved by written resolutions of Shareholders on 10 July 2013 and were implemented for a period of 10 years commencing from 10 July 2013. More information on the Existing Share Schemes can be found in the Company's initial public offering prospectus dated 12 July 2013.

10.2 Material Interests of Directors

As at the Ascertainment Date, the Directors have shareholding interests in the Company as follows:

	Direct Interest	Deemed Interest	Total

	No. of		No. of
	Shares	%	Shares	%	%

Directors

Tan Ek Kia	142,000	0.00	˗	˗	0.00

Kelvin Tang Chih Hao	1,392,185	0.09	˗	˗	0.09

Koh Tiong Lu John	142,000	0.00	˗	˗	0.00

Alan Rupert Nisbet	˗	˗	˗	˗	˗

Bernard Castanet	10,000	0.00	-	-	0.00

Notes:

Based on approximately 1,502,849,065 issued Shares as at 16 October 2020 and excludes interests in Shares comprised in awards granted pursuant to the KrisEnergy Performance Share Plan.
Besides the shareholding disclosure above, Koh Tiong Lu John's spouse holds an aggregate of $500,000 in face value of Notes.

As at the Ascertainment Date, none of the Directors have any interest in the 2022 Notes, the 2023 Notes, the Zero Coupon Notes or the Warrants.
For the avoidance of doubt, the effect of the Scheme on the Directors' interests in the shares of the Company is not different from the effect of the Scheme on the like interests of other persons.

APPENDIX A - The Scheme

A-1

20 November 2020

KRISENERGY LTD.

(Company Registration No. WK-231666)

And

THE CREDITORS

(as defined herein)

SCHEME OF ARRANGEMENT

under Section 210 of the Companies Act (Cap. 50, 2006 Rev Ed)

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	CONTENTS
		PAGE
1.	DEFINITIONS AND INTERPRETATION.....................................................................................	3
2.	SCHEME EFFECTIVENESS.......................................................................................................	8
3.	AUTHORISATION TO EXECUTE ANY UNDERTAKING TO BE BOUND BY THE SCHEME... 8
4.	CONDITIONS PRECEDENT .......................................................................................................	9
5.	MORATORIUM ..........................................................................................................................	10
6.	RESTRUCTURING TERMS ......................................................................................................	11
7.	SCHEME CREDITORS UNDERTAKINGS AND RELEASE .....................................................	11
8.	MECHANICS OF DISTRIBUTION.............................................................................................	12
9.	PROOFS OF DEBT ...................................................................................................................	12
10.	SCHEME MANAGER ................................................................................................................	13
11.	TERMINATION OF THE SCHEME ...........................................................................................	14
12.	MODIFICATION OF THE SCHEME ..........................................................................................	14
13.	COMPLETION OF THE SCHEME ............................................................................................	15
14.	NOTICES ...................................................................................................................................	15
15.	THIRD PARTY RIGHTS ............................................................................................................	16
16.	PERSONAL DATA PROTECTION ACT....................................................................................	16
17.	COSTS AND EXPENSES .........................................................................................................	16
18.	CONFLICT AND INCONSISTENCY .........................................................................................	16
19.	SEVERABILITY .........................................................................................................................	16
20.	GOVERNING LAW AND JURISDICTION .................................................................................	16
SCHEDULE 1 - THE KEL RESTRUCTURING GROUP AND RELEVANT CLAIMS...........................	18
SCHEDULE 2 - EXCLUDED CREDITORS..........................................................................................	19
SCHEDULE 3 - THE KEL GROUP ......................................................................................................	22
ANNEX A - PROOF OF DEBT FORM ...............................................................................................	A-1

A-3

1. DEFINITIONS AND INTERPRETATION

1.1 In this Scheme, unless the context otherwise requires, the word "person" shall include a corporation, words importing any gender shall include the other or neuter gender, the singular shall include the plural and vice versa, and the following words and phrases shall have the following meanings:

"2022 Noteholder" means:

in the case of a CDP Account Holder who holds a Book Entry Interest in the 2022 Notes and is a Relevant Intermediary:
1. if such Book Entry Interest in the 2022 Notes is held in an omnibus account maintained with such Relevant Intermediary: any person listed in such omnibus account; or
2. if such Book Entry Interest in the 2022 Notes is held in sub-account(s) maintained with such Relevant Intermediary: the holder(s) of such sub- account(s); and
in the case of a CDP Account Holder who holds a Book Entry Interest in the 2022 Notes and is not a Relevant Intermediary: that CDP Account Holder,
and collectively "2022 Noteholders".

"2023 Noteholder" means:

in the case of a CDP Account Holder who holds a Book Entry Interest in the 2023 Notes and is a Relevant Intermediary:
1. if such Book Entry Interest in the 2023 Notes is held in an omnibus account maintained with such Relevant Intermediary: any person listed in such omnibus account; or
2. if such Book Entry Interest in the 2023 Notes is held in sub-account(s) maintained with such Relevant Intermediary: the holder(s) of such sub- account(s); and
in the case of a CDP Account Holder who holds a Book Entry Interest in the 2023 Notes and is not a Relevant Intermediary: that CDP Account Holder,
and collectively "2023 Noteholders".

"2022 Notes" means the S$130,000,000 senior unsecured notes due 2022 (ISIN: SG77J4000001).

"2023 Notes" means the S$200,000,000 senior unsecured notes due 2023 (ISIN: SG77J3000002).

"Adjudicated Claim Amount" means, in relation to any Scheme Claim, the amount of the Scheme Claim as adjudicated by the Chairman in accordance with this Scheme, in each case as at the Ascertainment Date, with such claims to take into account a set off for any Mutual Claims.

"Advisors" means Drew & Napier LLC as legal advisors to the Company and Houlihan Lokey (Singapore) Private Limited as financial advisors / restructuring consultants to the Company.

"Affiliates" means, in relation to any person, its current and former direct and indirect subsidiaries, subsidiary undertakings, parent companies, holding companies, partners, equity

A-4

holders, members and managing members, affiliated partnerships and any of their respective Affiliates.

"Arbitration" means SIAC Arbitration No. 013 of 2019 (in the matter of an arbitration under the arbitration rules of the Singapore International Arbitration Centre between Jefferies International Limited and the Company).

"Ascertainment Date" means 16 October 2020.

"Bilateral Agreement" means the bilateral agreement between, amongst others, KrisEnergy (Asia) Ltd as the borrower and DBS as the lender in respect of the Revolving Credit Facility and as referred to in Clause 4.2(c) below.

"Book Entry Interest" means in relation to the Notes, a beneficial interest as principal in a Global Note Certificate held through accounts with and shown on records maintained by the CDP.

"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in Singapore.

"CDP" means The Central Depository (Pte) Limited.

"CDP Account Holder" means a Depositor (which excludes a sub-account holder) who holds a Book Entry Interest in the Notes entered against his name in the CDP as at the Ascertainment Date.

"Chairman" means (i) the person nominated by the Company and appointed by the Court to serve as the chairman of the Court Meeting, or (ii) any other person appointed by the Court to serve as the chairman of the Court Meeting.

"Claim" means:

any claim of any person(s) against the Company arising out of or in connection with any agreement, transaction, act, omission, dealing or matter effected or entered into or occurring on or before the Ascertainment Date, whether the claim be actual, present, future or contingent or otherwise, whether liquidated or sounding only in damages, whether in contract or tort or howsoever arising, and includes but not limited to:
1. a claim arising out of a guarantee given by the Company in relation to liabilities and obligations of any member of the KEL Group;
2. a contribution claim by a co-surety in respect of an indebtedness or liability secured by a guarantee (regardless of whether such claim has Crystallised prior, on or after the Ascertainment Date);
3. any claim by any assignee, trust beneficiary, sub-participant, insurer or any other person bearing any economic risk in relation to such claim;
4. all interest, default interest, costs, expenses, fees, commission, damages and any other amounts relating to that claim; and
the KEL Restructuring Group Creditor Claims as listed in Schedule 1 against the relevant member of the KEL Restructuring Group as listed in Schedule 1,

but excludes:

Excluded Claims;

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DBS's claim against the Company under the Revolving Credit Facility;
the claims of the ZCN Holders against the Company for the Zero Coupon Notes; and
Intercompany Liability.

"Companies Act" means the Companies Act (Cap. 50, 2006 Rev Ed).

"Company" means KrisEnergy Ltd. (Company Registration No. WK-231666).

"Consent Solicitation Exercise" solicitation of consents from the ZCN Holders to, among others, approve, by way of extraordinary resolutions, the ZCN Exchange and amendments to the terms of the Zero Coupon Notes.

"Court" means the High Court of the Republic of Singapore and/or the Court of Appeal of the Republic of Singapore (as the case may be).

"Court Meeting" means the meeting of the Scheme Creditors to be summoned under Section 210(1) of the Companies Act for the purposes of considering and, if thought fit, approving with or without modification (which modification may be made prior to or at such meeting and any meetings called following an adjournment).

"Creditor" means any persons which claims to have a Claim against the Company or any KEL Restructuring Group Creditor.

"Crystallise" means, in relation to a Claim of a Scheme Creditor, the occurrence of any event where as a result thereof, the claim becomes a legally valid and binding debt then actually due.

"DBS" means DBS Bank Ltd.

"Debt Conversion Shares" means up to approximately 6,943,162,680 new Shares to be issued by the Company to the Scheme Creditors in connection with the Scheme, representing in aggregate approximately 46.2% of the Enlarged Share Capital upon completion of the Restructuring Exercise.

"Depositor" means a "depositor" under Section 81SF of the Securities and Futures Act (Cap. 289, 2006 Rev Ed).

"Effective Date" has the meaning given to it in Clause 4.1.

"Enlarged Share Capital" means the enlarged share capital of the Company upon completion of the Restructuring Exercise, being 15,028,490,650 Shares, assuming that the maximum number of Debt Conversion Shares are issued pursuant to the Scheme and excluding any Shares to be issued pursuant to the KrisEnergy Management Incentive Plan.

"Excluded Claims" are Claims of the Excluded Creditors as at the Ascertainment Date.

"Excluded Creditors" means the Creditors listed at Schedule 2.

"Existing Facilities" shall mean the credit/banking and other facilities granted by the Creditors to the Company or the KEL Group, pursuant to which liabilities remain outstanding as at the Ascertainment Date, whether or not such facilities have been terminated by the relevant Creditors.

"Existing Facility Agreements" shall mean each of the agreements, deeds, letters, and other documents entered into in relation to the Existing Facilities, or as designated as such by the relevant entity of the KEL Group and lender of the KEL Group.

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"Existing Guarantees" shall mean each of (i) the guarantees, covenants to pay and similar obligations given by any other entity of the KEL Group in relation to the liabilities and obligations of the Company or (ii) liabilities and obligations of the KEL Group guaranteed by the Company.

"Existing Security Documents" shall mean each of the agreements, deeds, letters, and other documents relating to any Security provided by the Company or any third party in respect of the Existing Facilities and/or the terms and conditions in respect thereof.

"Global Note Certificate" means the Global Note Certificates that initially represents the Notes, subject to the addition of accrued interest which are registered in the name of the CDP.

"Global Note Certificate (ZCN)" means the global certificate that initially represents the Zero Coupon Notes in the principal amount of S$139,464,848 which is registered in the name of the CDP.

"Implementation Conditions" has the meaning ascribed to it in Clause 4.2.

"Intercompany Liability" means any Claims which any member of the KEL Group has against the Company.

"KEL Group" shall mean the entities listed in Schedule 3.

"KEL Restructuring Group" shall mean the entities listed in Schedule 1.

"KEL Restructuring Group Creditor" means each of the Creditors listed in Schedule 1.

"KEL Restructuring Group Creditor Claim" means each of the Claims listed in Schedule 1.

"KrisEnergy Management Incentive Plan" means the remuneration incentive plan for certain members of the management of the Company, with such plan to include among other things, the issuance of Shares to the members of the management of the Company upon the fulfilment of certain milestones in connection with the Restructuring Exercise.

"Mutual Claims" means the debts and liabilities which each of the Company or a Scheme Creditor is or may become subject to each other as a result of any mutual credits, mutual debts or other mutual dealings between the Company and that Scheme Creditor (including but not limited to money standing to credit in a bank account), insofar as the Company and/or that Scheme Creditor are legally entitled to effect any set-off in respect thereof.

"Noteholder" means each of the 2022 Noteholders and 2023 Noteholders.

"Notes" means the 2022 Notes and the 2023 Notes.

"Notes Transaction Documents" means the trust deeds dated 11 January 2017 (as amended or supplemented from time to time) in respect of the 2022 Notes and the 2023 Notes and the agency agreements dated 11 January 2017 (as amended or supplemented from time to time) in respect of the 2022 Notes and the 2023 Notes.

"Personal Data" has the meaning given to it in the Personal Data Protection Act.

"Personal Data Protection Act" means the Personal Data Protection Act 2012 (No. 26 of 2012).

"Personnel" means in relation to any person, its current and former officers, partners, directors, employees, staff agents, counsel and other representatives.

"Proof of Debt" has the meaning given to it in Clause 9.1.

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"Proof of Debt Submission Deadline" means by 6 p.m. on 4 December 2020.

"Registrar" means The Bank of New York Mellon, Singapore Branch (in its capacity as registrar for the Notes).

"Relevant Exchange Rate" means the rate of exchange made available by the Monetary Authority of Singapore (established under the Monetary Authority of Singapore Act (Cap. 186, 1999 Rev Ed)) at which an amount in any currency other than USD may be converted into an amount in USD, as at 4 January 2021.

"Relevant Intermediary" means a "relevant intermediary" as defined in Section 181(6) of the Companies Act.

"Restructuring Effective Date" means the date the Implementation Conditions are fulfilled.

"Restructuring EGM" means the extraordinary meeting to be held for shareholders to approve the issuance of new Shares in connection with the Restructuring Exercise.

"Restructuring Exercise" means the restructuring of the Company's liabilities by way of (i) the Scheme; (ii) the Consent Solicitation Exercise; and (iii) the Bilateral Agreement.

"Revolving Credit Facility" means the US$200 million revolving credit facility provided by DBS as lender to KrisEnergy (Asia) Ltd as borrower.

"Scheme" means this scheme of arrangement.

"Scheme Claim" means a Claim of a Creditor which has been accepted by the Chairman in accordance with this Scheme.

"Scheme Creditors" shall mean persons with Scheme Claims.

"Scheme Manager" shall mean Luke Furler, care of AJCapital Advisory Pte Limited, or any other person or persons appointed by the Court or the Company to administer this Scheme.

"Security" means any mortgage, charge (whether fixed or floating, legal or equitable), pledge, lien, assignment by way of security or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

"SGXNet" has the meaning given to it in the Mainboard Rules of the SGX-ST.

"SGX-ST" means the Singapore Exchange Securities Trading Limited.

"Shares" means the ordinary shares in the capital of the Company.

"Specified Address" means krisenergy@ajcapital.asia or 36 Armenian Street, #04-07, Singapore 179934 (Attention: Luke Furler / Zara Xue) or such other address as may be notified by the Company or the Chairman to the Scheme Creditors.

"Trustee" means The Bank of New York Mellon, Singapore Branch (in its capacity as trustee of the Notes).

"USD" means United States Dollars.

"ZCN Exchange" means the exchange of 45% of the aggregate principal amount of the Zero Coupon Notes (rounded down to the nearest whole number in respect of each ZCN Holder) for ZCN Exchange Shares pursuant to the Consent Solicitation Exercise.

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"ZCN Exchange Shares" means approximately 6,582,478,905 new Shares to be issued by the Company to ZCN Holders pursuant to the ZCN Exchange under the Consent Solicitation Exercise, representing in aggregate approximately 43.8% of the Enlarged Share Capital.

"ZCN Holders" means holders of the Zero Coupon Notes.

"Zero Coupon Notes" means the $139,464,848 in principal amount of senior secured zero coupon notes due 2024 (ISIN: SG31B6000003).

1.2 In this Scheme the headings are inserted for ease of reference only and shall be disregarded for the purposes of construction.

2. SCHEME EFFECTIVENESS

This Scheme provides for a compromise and an arrangement between the Company, the KEL Restructuring Group and all Creditors in respect of all Claims, including the full and final satisfaction, settlement, release and discharge of Claims owing by the Company and the KEL Restructuring Group to the Creditors (including accrued and unpaid interest in relation thereto (including default interest, if any)).
The terms of this Scheme shall become effective on the Effective Date and shall take effect in accordance with its terms.
The Company shall promptly notify the Scheme Creditors via an announcement made on SGXNet when the Effective Date has occurred.
The Company shall promptly notify the Scheme Creditors via an announcement made on SGXNet when the Restructuring Effective Date has occurred.
On and from the Effective Date, the Company shall use all reasonable endeavours to procure that the Implementation Conditions (to the extent that they have not been satisfied on the Effective Date) are satisfied as soon as reasonably practicable.

3. AUTHORISATION TO EXECUTE ANY UNDERTAKING TO BE BOUND BY THE SCHEME

On and from the Effective Date, in consideration of the rights provided to the Scheme Creditors under this Scheme and notwithstanding any term of any relevant document, each Scheme Creditor hereby appoints the Scheme Manager as his or her attorney and agent and irrevocably authorises, directs, instructs and empowers the Scheme Manager to:
1. enter into, execute and deliver (whether as a deed or otherwise) for and on behalf of such Scheme Creditor any document contemplated by or ancillary to the Scheme to which the Scheme Creditor is a party provided that such execution and delivery (whether as a deed or otherwise) does not have an adverse effect on the rights of any of the Scheme Creditors under this Scheme;
2. in respect of the Noteholders:
3. 1. attend, speak and vote at any meeting of the Noteholders to seek approval for any of the matters contemplated under this Scheme; and
  2. take whatever action is necessary to ensure that the books and records of CDP are updated to reflect the terms of this Scheme, including without limitation to:
  3. 1. instruct the CDP to debit the Notes from the securities account or securities sub-account in which the Notes are credited (or the CDP Account Holder, as applicable);

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1. authorise the cancellation of the Notes; and
2. take or carry out any other step or procedure reasonably required to effect the settlement of this Scheme.
On and from the Restructuring Effective Date, the Noteholders irrevocably authorises and instructs the Company and/or the Scheme Manager to:
1. give all instructions as may be required to be given by it to the Trustee and/or Registrar to ensure that the Notes be cancelled and disposed of;
2. take all such action as may be required under the Notes Transaction Documents to effect the cancellation and full absolute discharge of the Notes, including the cancellation and disposal of the Notes; and
3. instruct the Trustee, Registrar and/or CDP Account Holder to take such action as is necessary or reasonably appropriate to give effect to the terms of the Scheme.
Any action taken by the Company and the Scheme Manager in accordance with this Scheme will not constitute a breach of the Existing Facility Agreements, Existing Security Documents, Existing Guarantees, the Notes Transaction Documents or any other agreements, deeds, letters, guarantees and other documents binding on the Company, any member of the KEL Group or its assets.
The authority and power granted and conferred on the Scheme Manager under this Clause 3 shall be treated, for all purposes whatsoever and without limitation, as having been granted and conferred by deed and the Scheme Manager shall be entitled to delegate the authority granted and conferred by Clause 3 to any duly authorised officer or agent of the Scheme Manager as necessary.

4. CONDITIONS PRECEDENT

This Scheme shall become effective on the date on which all of the following events have occurred or on such earlier date as the Court may determine ("Effective Date"):
1. the approval of the Court being granted to this Scheme, with or without alterations or conditions, pursuant to Section 210 of the Companies Act; and
2. a copy of the order of the Court approving this Scheme being lodged with the Registrar of Companies in accordance with Section 210 of the Companies Act or on such earlier date as the Court may determine and as may be specified in the order of the Court sanctioning the Scheme.
The Implementation Conditions are as follows:
1. the approval (by way of extraordinary resolution) of the ZCN Holders being obtained for, among others, the ZCN Exchange pursuant to the Consent Solicitation Exercise, the entry of any necessary agreement(s) for the amendment of the terms and conditions of the Zero Coupon Notes and the fulfilment of any conditions for the effectiveness of the Consent Solicitation Exercise;
2. shareholder approval for the issuance of new Shares in connection with the Restructuring Exercise being obtained by way of an ordinary resolution via the Restructuring EGM;
3. the entry of a Bilateral Agreement among the Company, the relevant members of the KEL Group and DBS for the amendment and restatement of the Revolving Credit Facility and the fulfilment of any conditions precedent required for the effectiveness of these amendments to the Revolving Credit Facility; and

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the resumption of trading of the Company's Shares on the SGX-ST.

4.3 The implementation of each of the Scheme and the processes listed in Clause 4.2 are inter- conditional. The Scheme Manager shall, as soon as it is reasonably practicable, notify the Scheme Creditors in writing as to the date that all the Implementation Conditions have been met.

5. MORATORIUM

From the Effective Date, no Scheme Creditor shall take any steps or concur in the taking of any steps in connection with a Claim, whether directly or indirectly, to:
1. pass a resolution for the winding up of the Company or any member of the KEL Restructuring Group;
2. appoint a receiver or manager over any property or undertaking of the Company or any member of the KEL Restructuring Group;
3. commence or continue any proceedings against the Company or any member of the KEL Restructuring Group in Singapore or elsewhere (except for proceedings to enforce the terms of this Scheme);
4. commence, continue or levy any execution, distress or other legal process against the Company or any property of any member of the KEL Restructuring Group;
5. enforce any Security, or to repossess any goods held by the Company or any member of the KEL Restructuring Group under any chattels leasing agreement, hire- purchase agreement or retention of title agreement; or
6. enforce any right of re-entry or forfeiture under any lease in respect of any premises occupied by the Company or any member of the KEL Restructuring Group (including any enforcement pursuant to Section 18 or 18A of the Conveyancing and Law of Property Act (Cap. 61, 1994 Rev Ed)).
If the Scheme Creditor is within the jurisdiction of the Court, in addition to the moratorium set out in Clause 5.1 above, the Scheme Creditor shall also not take any steps or concur in the taking of any steps in connection with a Claim, whether directly or indirectly, to:
1. pass a resolution for the winding up of the Company or any member of the KEL Restructuring Group;
2. appoint a receiver or manager over any property or undertaking of the Company or any member of the KEL Restructuring Group;
3. commence or continue any proceedings against the Company or any member of the KEL Restructuring Group in Singapore or elsewhere (except for proceedings to enforce the terms of this Scheme);
4. commence, continue or levy any execution, distress or other legal process against the Company or any property of any member of the KEL Restructuring Group;
5. enforce any Security, or to repossess any goods held by the Company or any member of the KEL Restructuring Group under any chattels leasing agreement, hire- purchase agreement or retention of title agreement; or
6. enforce any right of re-entry or forfeiture under any lease in respect of any premises occupied by the Company or any member of the KEL Restructuring Group (including any enforcement pursuant to Section 18 or 18A of the Conveyancing and Law of Property Act (Cap. 61, 1994 Rev Ed)),

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anywhere outside of Singapore.

6. RESTRUCTURING TERMS

The maximum aggregate number of Debt Conversion Shares which may be issued to Scheme Creditors will be approximately 6,943,162,680 Debt Conversion Shares, which represents in aggregate approximately 46.2% of the Enlarged Share Capital of the Company upon completion of the Restructuring Exercise. The Debt Conversion Shares will be issued and allotted to Scheme Creditors, rounded down to the nearest whole number, on a pro rata basis in accordance with the Scheme Claims of each Scheme Creditor.
The Debt Conversion Shares shall, on issue and allotment, be credited as fully paid-up Shares free from all encumbrances whatsoever and shall rank pari passu with all Shares (including the ZCN Exchange Shares) in all respects and carry all rights and advantages attached thereto as at the date of issue.
The Company or Scheme Manager shall not be required to distribute any Debt Conversion Shares to any of the Scheme Creditors until after the Restructuring Effective Date.
Each Scheme Creditor shall receive their Debt Conversion Shares entitlement within 5 Business Days:
1. after the Restructuring Effective Date; or
2. after the Claim of the Scheme Creditor Crystallises,

whichever is later.

6.5 There will only be one class of creditors for the purposes of considering and voting on the Scheme. The Company's only secured creditors are DBS and the ZCN Holders which will not be part of the Scheme.

7. SCHEME CREDITORS UNDERTAKINGS AND RELEASE

In consideration for his entitlements under this Scheme, each Scheme Creditor hereby gives the undertakings, releases and waivers in this Clause 7.
With effect on and from the Restructuring Effective Date:
1. each Scheme Creditors' rights against the Company and the KEL Restructuring Group in connection with any and all Claims shall be limited to and fully settled by the Debt Conversion Shares they would be entitled to under the terms of the Scheme;
2. each Scheme Creditor shall be deemed to have irrevocably, fully, unconditionally and finally waived, released and discharged all its Claims against the Company and its Personnel and Affiliates or any other member of the KEL Restructuring Group and its Personnel and Affiliates and all guarantees, covenants to pay or similar obligations given by the Company in respect of which or in connection with which the Claims arose;
3. each Scheme Creditor shall be deemed to have irrevocably, fully, unconditionally and finally waived, released and discharged each and every claim which it ever had, may have or hereafter can, shall or may have against the Company and its Personnel and Affiliates or any other member of the KEL Restructuring Group and its Personnel and Affiliates for any liability arising under or in connection with the Claims;
4. each Scheme Creditor shall be deemed to have irrevocably, fully, unconditionally and finally waived, released and discharged each and every claim which it ever had, may have or hereafter can, shall or may have against:

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the Company and its Personnel and Affiliates, or any other member of the KEL Restructuring Group and their respective Personnel and Affiliates; and
the Advisors and their respective Personnel and Affiliates,

for any liability in respect of the preparation, negotiation, sanctioning or implementation of this Scheme and/or the Restructuring Exercise;

each Scheme Creditor (to the extent this paragraph is applicable) shall discontinue and terminate all proceedings commenced by it in Singapore or elsewhere against the Company or any member of the KEL Restructuring Group in connection with the Claims;
each Scheme Creditor (to the extent this paragraph is applicable) shall discontinue and terminate all proceedings commenced by it in Singapore or elsewhere against any assets (including vessels) of the Company or any member of the KEL Restructuring Group in connection with the Claims; and
all rights, funds or property owned by the Company or any member of the KEL Restructuring Group, seized, garnished, attached or held as Security in relation to the Claims of the Scheme Creditors, shall be irrevocably waived, discharged and released, and each Scheme Creditor (to the extent this paragraph is applicable) shall take all such action as may be required to give effect to such waiver, discharge and release.

8. MECHANICS OF DISTRIBUTION

Save as provided for in Clause 8.3 in respect of the Noteholders, the Scheme Manager shall instruct CDP to credit such number of Shares, representing the relevant Shares to be distributed to the Scheme Creditors in accordance with Clause 6 to the securities account of that Scheme Creditor as determined at the Ascertainment Date.
Where the relevant Scheme Creditor does not have a valid securities account or securities sub-account with CDP, the Scheme Manager and/or Company shall not be obliged to make any distribution of the Shares as described at Clause 6 to such Scheme Creditor until the setting up of a valid securities account with CDP by such Scheme Creditor.
In respect of the Noteholders, the Scheme Manager will only instruct CDP to credit such number of Shares, representing the relevant Shares to be distributed to the CDP Account Holder in accordance with Clause 6 to the securities account of that CDP Account Holder as determined at the Ascertainment Date. If the CDP Account Holder is a Relevant Intermediary, the Relevant Intermediary should distribute the relevant Shares to each Noteholder which holds their Notes through them.

9. PROOFS OF DEBT

All Creditors must provide the Chairman with a duly completed Proof of Debt in respect of their Claims, unless:
1. such requirement is waived by the Chairman;
2. such requirement is waived by the Court; or
3. a Proof of Debt is filed on the person's behalf by the Chairman or the Company.
The Chairman will, on behalf of each Noteholder, file a Proof of Debt based on the holdings in the records with CDP on the Ascertainment Date.
Each Creditor shall submit to the Chairman a Proof of Debt in respect of:

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1. its Claims against the Company as at the Ascertainment Date;
2. any Security in relation to those Claims provided by the Company (if any); and
3. any claim(s) by the Company against that Creditor.
Each Proof of Debt shall be in the form set out in Annex Aannexed hereto and shall be submitted at the Specified Address on or before the Proof of Debt Submission Deadline.
The Chairman will adjudicate all Proofs of Debt duly submitted by Creditors to determine whether any Claim against the Company should be accepted as a Scheme Claim for the purposes of this Scheme, and if so, the relevant Adjudicated Claim Amount in respect of that Scheme Claim. The Chairman's decision will be final, binding and determinative of any Claim save for any rights any party may have under the Insolvency, Restructuring and Dissolution Act 2018.
For the purposes of voting at the Court Meeting, each Scheme Creditor shall vote to the extent of its aggregate Adjudicated Claim Amount less any amount waived or recovered by that Scheme Creditor in respect of its Scheme Claims between the Ascertainment Date and the date of the Court Meeting.
Save as provided for in Clauses 9.1 and 9.2 above, whether or not a Creditor is attending the Court Meeting, a valid Proof of Debt must be received by the Chairman at the Specified Address no later than the Proof of Debt Submission Deadline. Any Claim of any Creditor against the Company or the KEL Restructuring Group that is not stated or submitted in a Proof of Debt in accordance with this Scheme on or before the Proof of Debt Submission Deadline shall be forever waived, released, discharged and extinguished, and the Creditor shall not have any rights, interests and claims against the Company and the KEL Restructuring Group in respect of such Claim, save as the Chairman may otherwise permit at his or her absolute discretion (including the discretion to accept that Claim as a Scheme Claim and determine its Adjudicated Claim Amount based on the amount stated to be owing to that Creditor in the books and records of the Company).
Where any Scheme Claim is denominated in a currency other than USD, the amount will be converted to USD at the Relevant Exchange Rate for the purposes of determining the Adjudicated Claim Amount as the case may be.
Any Creditor who disputes the adjudication of any Claim or the amount of any Claim in its and/or another Creditor's Proof of Debt or the results of the adjudication of any Proof of Debt by the Chairman may appoint an independent assessor in accordance with the procedure set out in the Insolvency, Restructuring and Dissolution (Proofs of Debt in Schemes of Arrangement) Regulations 2020 as varied by the Order of Court dated 16 November 2020 made in HC/SUM 4526/2020.
No assignment, sale or transfer of any interest in any Claim after the Ascertainment Date shall be recognised by the Company or the Chairman for the purposes of determining entitlement to attend and vote at the Court meeting.
Any debts of contingent creditors which are admitted are for the sole purpose of calculating the votes for the Scheme and should not be taken as an admission by the Company of any liability which has not yet Crystallised, under an ongoing proceeding (including the Arbitration) or otherwise.

10. SCHEME MANAGER

10.1 Subject to Clause 10.6, the Scheme Manager shall oversee the Company's implementation of this Scheme and shall have the power to do all such things as they may consider necessary or desirable towards that end, including the power to:

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1. appoint agents to carry out or assist in exercising any powers or duties of the Scheme Manager;
2. delegate the exercise of any powers or duties of the Scheme Manager to suitably qualified persons; and
3. engage professional advisors including accountants and solicitors, whether practising in Singapore or elsewhere.
The Company shall pay to each Scheme Manager his or her professional fees and disbursements and shall indemnify each Scheme Manager against all losses suffered by him or her in connection with the performance of his or her powers and duties under this Scheme except where such losses have arisen out of the gross negligence, fraud or wilful default of the Scheme Manager.
A Scheme Manager may resign at any time if he or she gives at least 30 days' prior written notice to the Company. If, before the fulfilment by the Company of its obligations under Clauses 6 and 8, the Scheme Manager resigns and no new Scheme Manager is appointed in place of the resigning Scheme Manager(s), then the Chairman (from time to time) of the Company shall be deemed appointed as an interim Scheme Manager until such time that a new Scheme Manager is appointed.
If at any time more than one person holds appointment as Scheme Manager, the powers and duties conferred on the Scheme Manager may be exercised or performed by any one of them.
Nothing in this Scheme shall be construed as creating any obligation on the part of any Scheme Manager to act as agent for or on behalf of any Scheme Creditor.
Upon the fulfilment by the Company of its obligations under Clauses 6 and 8, the appointment of the Scheme Manager shall be terminated.

11. TERMINATION OF THE SCHEME If:

the approvals under Clauses 4.2(a) and 4.2(b) are not obtained;
the entry of the Bilateral Agreement under Clause 4.2(c) does not occur or the conditions precedent required for the effectiveness of the Bilateral Agreement are not met; or
the SGX-ST rejects the Company's application for a resumption of trading under Clause 4.2(d),

such that any of the Implementation Conditions are not fulfilled, this Scheme will not become effective. If any of the Implementation Conditions are not met, this Scheme shall terminate and the terms of and the obligations of the parties under or pursuant to this Scheme shall lapse and all the compromises and arrangements provided by this Scheme and any releases granted pursuant to this Scheme shall be of no effect and shall be construed as if it had never become effective, and the rights and obligations of the Creditors shall not be affected and shall be reinstated and remain in full force and effect.

12. MODIFICATION OF THE SCHEME

12.1 The Company may, prior to calling the Court Meeting, delete, modify, amend or add to the terms of the Scheme which the Company, may think fit or appropriate for the implementation of the Restructuring Exercise.

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Each of the Creditors hereby agree that the Company may, at any Court hearing to sanction this Scheme, consent on behalf of itself and all Creditors and anyone else concerned to any modification of, or addition to, this Scheme or any terms or conditions which, in each case, the Court may think fit to approve or impose which is necessary for the implementation of the Restructuring Exercise, provided that such modification, addition, term or condition does not have an adverse effect on the rights of the Creditors, or any of them, under this Scheme.

COMPLETION OF THE SCHEME

The implementation and operation of this Scheme shall be deemed to be completed when the duties and responsibilities of the Scheme Manager ceases in the manner set out in Clause 10.6.

NOTICES

Subject to Clause 14.4, any notice or other communication given to a party under or in connection with this Scheme shall be in writing in the English language and shall be sent to the party at the address, fax number or email address specified in Clause 14.2.
The addresses, fax numbers and email addresses for service of notices and other communications under this Scheme are as follows:
1. in the case of notices and communications to be given to the Company:

Mailing address:	83 Clemenceau Avenue, #10-05 UE
Square, Singapore 239920


Fax number:	+65 6538 3622

Email address:	krisenergy@ajcapital.asia

in the case of notices and communications to be given to the Scheme Manager:

Mailing address:	36 Armenian Street, #04-07, Singapore
179934


Fax number:	+65 6950 8532

Email address:	krisenergy@ajcapital.asia

1. in the case of notices and communications to be given to any Scheme Creditor, such mailing address, fax number and email address as stated by the Scheme Creditor in its Proof of Debt.
A party may change its details given in Clause 14.2 by giving notice to any other party, the change taking effect for the party notified of the change at 9 a.m. on the later of (a) the date, if any, specified in the notice as the effective date for the change; or (b) the date five Business Days after deemed receipt of the notice.
Notwithstanding anything in this Clause 14, the Company may give any notice or communication to any Creditor under or in connection with this Scheme by issuing an announcement by the Company on SGXNet, in which case such notice or communication shall be deemed to have been sufficiently given notwithstanding any failure by any Creditor to receive or see such announcement.

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15. THIRD PARTY RIGHTS

15.1 Any member of the KEL Restructuring Group shall have the right to enforce or enjoy the benefit of the terms of this Scheme.

16. PERSONAL DATA PROTECTION ACT

Each Creditor represents, warrants and undertakes to the Company, the Scheme Manager and the Chairman that any Personal Data of any person provided under or in connection with this Scheme has been obtained with such person's consent and hereby consents on behalf of such person to the collection, use and disclosure of his Personal Data by the Company, the Scheme Manager and the Chairman and any of their respective officers, in accordance with the provisions of the Personal Data Protection Act.
Any consent given under this Scheme in relation to Personal Data shall survive death, incapacity, bankruptcy or insolvency of any such individual and the termination or expiration of this Scheme.

17. COSTS AND EXPENSES

17.1 Each Creditor shall bear its own costs and expenses in connection with the negotiation, preparation and execution of this Scheme.

18. CONFLICT AND INCONSISTENCY

18.1 For the avoidance of doubt, from the Effective Date, where there is any conflict or inconsistency between:

a provision of the Existing Facility Agreements, Existing Security Documents, Existing Guarantees, the Notes Transaction Documents or any other agreements, deeds, letters, guarantees and other documents relating to the Existing Facilities and/or the terms and conditions in respect thereof; and/or
any provision of this Scheme,

such provision of this Scheme shall prevail.

19. SEVERABILITY

If any provision in this Scheme shall be held to be invalid, illegal or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification as and only to the extent necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intentions of the Company.
To the extent it is not possible to delete or modify the provision in whole or in part, under Clause 19.1 then such provision or part of it shall, to the extent that it is invalid, illegal or enforceable, be deemed not to form part of this Scheme and the validity, legality and enforceability of the remainder of this Scheme shall not be affected.

20. GOVERNING LAW AND JURISDICTION

The operative terms of this Scheme and any non-contractual obligations arising out of or in connection with this Scheme shall be governed by and construed in accordance with the laws of Singapore.
The Creditors and the Company hereby agree that the courts of Singapore, including the Court shall have exclusive jurisdiction to hear and determine any suit, action or proceeding and to settle any dispute which arises out of or in connection with the terms of this Scheme or its implementation or out of any action taken or omitted to be taken under this Scheme or in

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connection with the administration of this Scheme and for such purposes the Creditors and the Company irrevocably submit to the jurisdiction of the courts of Singapore, including the Court.

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SCHEDULE 1 - THE KEL RESTRUCTURING GROUP AND RELEVANT CLAIMS

KEL Restructuring		KEL
	Restructuring		Basis of the KEL Restructuring Creditor Claim (if it arises)
Group Creditor
	Group


Nora Limited	KrisEnergy Marine		Contract between KrisEnergy Marine B.V. and Nora Limited dated 19 May 2015 in relation to the bareboat
		B.V.		charter of a mobile production package (comprising the mobile offshore production unit, catenary anchor leg
				mooring buoy and Manuli hoses) by KrisEnergy Marine B.V. for use in Block G10/48. The Company
				guaranteed the amounts payable under this contract by way of a guarantee dated 22 May 2015.

Rubicon Vantage	KrisEnergy (Gulf of		Contract between KrisEnergy (Gulf of Thailand) Ltd and Rubicon Vantage International Pte. Ltd. dated 13
International Pte. Ltd.	Thailand) Ltd		October 2014 in relation to the bareboat charter of a floating storage and offloading facility by KrisEnergy
				(Gulf of Thailand) Ltd for use in Block G10/48. The Company guaranteed the amounts payable under this
				contract by way of a guarantee dated 13 October 2014.

Maritime International	KrisEnergy (Gulf of		Contract between KrisEnergy (Gulf of Thailand) Ltd and Maritime International Services Pte. Ltd. dated 13
Services Pte. Ltd.	Thailand) Ltd		October 2014 in relation to the operation and maintenance of a floating storage and offloading facility for use
				in Block G10/48. The Company guaranteed the amounts payable under this contract by way of a guarantee
				dated 13 October 2014.

Premier Oil Overseas	KrisEnergy Asia		Contract between KrisEnergy Asia Holdings B.V. and Premier Oil Overseas B.V. dated 30 June 2014 in
B.V.	Holdings B.V.		relation to the acquisition of KrisEnergy (Block A Aceh) B.V. (the "Sale and Purchase Agreement") and a
				corresponding agreement for drilling inventory (the "Drilling Inventory Agreement"), under which,
				KrisEnergy Asia Holdings B.V. is obliged to reimburse Premier Oil Overseas B.V. for the agreed value of any
				drilling inventory used by KrisEnergy (Block A Aceh) B.V. for Block A Aceh.

Premier Oil plc	KrisEnergy (Block		The Sale and Purchase Agreement in relation to the acquisition of KrisEnergy (Block A Aceh) B.V. and the
		A Aceh) B.V.		corresponding obligation to indemnify Premier Oil Overseas B.V. and Premier Oil plc against any liability
				arising from the original guarantee given by Premier Oil plc in favour of ExxonMobil Block A Investments
				Limited in connection with KrisEnergy (Block A Aceh) B.V.'s obligation to make payment of a portion of any
				production revenue payment which becomes due. The Company guaranteed the amounts payable pursuant
				to the Sale and Purchase Agreement by way of a guarantee dated 7 January 2015.

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SCHEDULE 2 - EXCLUDED CREDITORS

No.		Creditor		Reason for not being schemed

1.	Adept			Enterprise	Critical for the Company's and the KEL Group's finance system
	Solutions Pte Ltd		support

2.	AJCapital Advisory Pte	The Company's proposed Chairman for the Court Meeting and
	Limited				Scheme Manager for the Scheme. Critical to ensure that the
						Scheme and Restructuring Exercise is carried out smoothly

3.	Allen	&	Overy	LLP	Keppel Corp's advisors for the Restructuring Exercise which need to
	Singapore				be kept current to ensure that the Restructuring Exercise continues
						smoothly

4.	Allen	&	Overy	Hong	Keppel Corp's advisors for the Restructuring Exercise which need to
	Kong					be kept current to ensure that the Restructuring Exercise continues
						smoothly

5.	BS Optima	Asia	Sdn	Critical for the Company's and the KEL Group's finance system
	Bhd					support

6.	DBS Bank Ltd		Registrar, issuing and paying agent and transfer agent for the Zero
						Coupon Notes which need to be kept current to ensure that the
						Consent Solicitation Exercise continues smoothly

7.	DBS Trustee Ltd		Trustee for the Zero Coupon Notes which need to be kept current to
						ensure that the Consent Solicitation Exercise continues smoothly

8.	Deloitte & Touche LLP	Critical for the KEL Group's audit function

9.	Drew & Napier LLC	The Company's Singapore legal advisor for the Restructuring
						Exercise which need to be kept current to ensure that the
						Restructuring Exercise continues smoothly

10.	Houlihan		Lokey	The Company's financial advisor / restructuring consultant for the
	(Singapore)	Private	Restructuring Exercise which need to be kept current to ensure that
	Limited				the Restructuring Exercise continues smoothly

11.	Herbert Smith Freehills	DBS' advisors for the Restructuring Exercise which need to be kept
	LLP					current to ensure that the Restructuring Exercise continues
						smoothly

12.	Intertrust	Hong	Kong	Crucial for the provision of ongoing corporate secretarial service for
	Limited				Cayman-incorporated entities of the KEL Group including the
						Company

13.	Intertrust		Singapore	Crucial for the provision of ongoing corporate secretarial service for
	Corporate Services Pte	Singapore-incorporated entities of the KEL Group as well as the
	Ltd					provider of corporate secretarial services to the Company for any
						requirements under the listing manual rules

14.	Intertrust		Corporate	Crucial for the provision of ongoing corporate secretarial service for
	Services (BVI) Limited	BVI-incorporated entities of the KEL Group

15.	Intrado	DM	Singapore	Phone conferencing services for the Company which is crucial for
	Pte Ltd				the Company's operations

						19

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No.		Creditor			Reason for not being schemed

16.	KPMG Services Pte Ltd	Critical for the provision of tax advice to the Company and the KEL
						Group

17.	Kepinvest				Drawdowns on the New CBA Facility is crucial for the development
						of CBA Mini Phase 1A and including them as Scheme Creditor will
						trigger an event of default under the New CBA Facility

18.	Keppel Shipyard Ltd	The Company has guaranteed amounts to be paid for the
						refurbishment of the barge through a deferred payment
						arrangement. It is critical to keep Keppel Shipyard Ltd current on
						this deferred payment arrangement as the barge is being used in
						the development of CBA Mini Phase 1A

19.	Loyens and Loeff N V	Critical for the provision of tax advice in the Netherlands to the
						Company and the KEL Group

20.	Madison	Pacific Trust	Ongoing security agent services for the Company in relation to the
	Limited				Revolving Credit Facility, the Zero Coupon Notes and the New CBA
						Facility and needs to be kept current to ensure that the
						Restructuring Exercise continues smoothly

21.	Marsh	(Singapore)	Pte	Critical for the maintenance of insurance coverage of the directors
	Ltd					and officers of the Company and the KEL Group

22.	Marsh Ltd				Critical for the maintenance of insurance coverage of the Company
				and the KEL Group


23.	Miss Group Limited		Critical to host the Company's website

24.	M&C	Services	Private	Important to be kept current as they provide ongoing services as
	Limited				share transfer agent and warrant agent for the Company

25.	Paul	Hannon	/	Flip	Critical to provide technical support for the Company's website
	Communications

26.	Pervasent Software Inc	Ongoing services to host board papers for the Company

27.	The Central Depository	Essential regulatory body and critical for the Company's continued
	(Pte) Limited			listing on the SGX-ST

28.	Securities	Investors	Critical for outreach to the Company's stakeholders
	Association
	(Singapore)

29.	Video Technologies Pte	Essential for virtual investor communication for the Company
	Ltd

30.	Walkers	(Singapore)	The Company's BVI legal advisor for the Restructuring Exercise and
	Limited		Liability	ongoing winding up proceedings. Important to be kept current to
	Partnerships			ensure the Restructuring Exercise continues smoothly and the
						Company is not wound up.

31.	Watson	Farley	&	The Company's legal advisor for an ongoing litigation and
	Williams				arbitration. Important to be kept current to ensure the Restructuring
						Exercise continues smoothly.

						20
						A-21

No.	Creditor	Reason for not being schemed

32.	WongPartnership LLP	Keppel Corp's advisors for the Restructuring Exercise. Important to
			be kept current to ensure the Restructuring Exercise continues
			smoothly.

33.	The	Company's	Crucial for the continued operations of the Company
	employees

34.	The	Company's	Crucial for the continued operations of the Company
	directors

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SCHEDULE 3 - THE KEL GROUP

No.	Member of KEL Group	Country of incorporation

1.	KrisEnergy Holding Company Ltd	British Virgin Island

2.	KrisEnergy Management Ltd	British Virgin Island

3.	KrisEnergy (Asia) Ltd	British Virgin Island

4.	KrisEnergy Netherlands Holdings Pte Ltd	Singapore

5.	KrisEnergy Pte Ltd	Singapore

6.	KrisEnergy (Management Services) Ltd	British Virgin Island

7.	KrisEnergy Marine Pte Ltd	Singapore

8.	SJ Production Barge Ltd	British Virgin Island

9.	KrisEnergy Asia Holdings BV	Netherlands

10.	KrisEnergy Asia Cooperatief UA	Netherlands

11.	KrisEnergy (Block A Aceh) BV	Netherlands

12.	KrisEnergy (Ampuh) BV	Netherlands

13.	KrisEnergy (Sakti) BV	Netherlands

14.	KrisEnergy (Bala-Balakang) BV	Netherlands

15.	KrisEnergy Glagah Kambuna BV	Netherlands

16.	KrisEnergy (Andaman II) BV	Netherlands

17.	KrisEnergy (Satria) Ltd	British Virgin Island

18.	KrisEnergy (Kutai) BV	Netherlands

19.	KrisEnergy (Kutei) BV	Netherlands

20.	KrisEnergy (Udan Emas) BV	Netherlands

21.	KrisEnergy Marine BV	Netherlands

22.	KrisEnergy (Nemo) BV	Netherlands

23.	KrisEnergy (Andaman Timur) BV	Netherlands

24.	KrisEnergy East Seruway BV	Netherlands

25.	KrisEnergy (East Muriah) Ltd	British Virgin Island

26.	KrisEnergy (Andaman II) Ltd	British Virgin Island

27.	KrisEnergy (Vietnam 115) Ltd	British Virgin Island

A-23

No.	Member of KEL Group	Country of incorporation

28.	KrisEnergy (Song Hong 105) Ltd	British Virgin Island

29.	KrisEnergy (Phu Khanh 120) Ltd	British Virgin Island

30.	KrisEnergy (Apsara) Ltd	Bermuda

31.	KrisEnergy (Cambodia) Holding Ltd	British Virgin Island

32.	KrisEnergy (Cambodia) Ltd	Cambodia

33.	KrisEnergy (Apsara) Company Limited	Cambodia

34.	KrisEnergy (Apsara) Holding Ltd	British Virgin Island

35.	KrisEnergy (Bangladesh SS-11) Ltd	British Virgin Island

36.	KrisEnergy Bangladesh Ltd	Jersey

37.	B Block Ltd	British Virgin Island

38.	KrisEnergy International (Thailand) Holdings Ltd	British Virgin Island

39.	KrisEnergy (Gulf of Thailand) Ltd	Cayman

40.	KrisEnergy G10 (Thailand) Ltd	Thailand

41.	KrisEnergy Oil & Gas (Thailand) Ltd	Thailand

42.	KrisEnergy Resources (Thailand) Ltd	Thailand

A-24

ANNEX A - PROOF OF DEBT FORM

PROOF OF DEBT

Save as otherwise defined, all capitalised terms shall bear the same meaning as set out in the scheme of arrangement dated 20 November 2020 proposed by KrisEnergy Ltd to the Creditors.

I, [name] _______________________________________________________________________, of

[company/firm where applicable] ____________________________________________________ of

[address] _________________________________________________________________________

NRIC/Passport No.____________________	, declare that to the best of my knowledge and belief,

the matters set out in this Proof of Debt form are correct and true:

1. KrisEnergy Ltd (the "Company") is, as at the Ascertainment Date of 16 October 2020


indebted to ____	__________________	[name of creditor],
(the "Creditor") in the amount of		for the following

Claim(s) (as defined in the Scheme), the particulars of which are set out in Annexure I to this Proof of Debt.1

2. Particulars of the Creditor are as follows2

Name of Creditor

IC/Passport no./Company/Business registration no.:

Postal address	:
Contact no.	:
Fax no.	:
E-mail address	:
Creditor's reference no.	:

Neither the Creditor, nor any person by the order and for the use of the Creditor, has to my knowledge and belief received any manner of satisfaction or security for the account or any
part of the amount referred to in Paragraph 1 above, save and except for such Security set out in Annexure II to this Proof of Debt.3
[If applicable] The Company has a Claim (as defined in the Scheme) against the Creditor in


	the amount of	, the particulars of which are set out in
	Annexure III to	this Proof of Debt.4
5.	I am		[please state relationship to the creditor] of

the abovenamed Creditor and I am duly authorised by that Creditor to make this Proof of Debt, that is within my own knowledge that the debt declared to in this Proof of Debt was incurred for the amount stated, and that the debt, to the best of my knowledge and belief, still remains unpaid and unsatisfied.

6. I am duly authorised to make this proof of debt on behalf of the Creditor.5

__________________________

Name:

Designation:

Company Stamp (if applicable):

Please note that there could be penalties for submitting a false proof of debt

A-1A-25

Notes:

Copies of all documents evidencing the claim must be attached. The onus is upon the Creditor to prove the debt. If your Claim arises out of a guarantee or indemnity provided by the Company, copies of all documents evidencing the guarantee or indemnity should be attached.
The Creditor that submits this Proof of Debt represents, warrants and undertakes to the Company, the Scheme Manager(s) and the Chairman that any personal data of any individual provided has been obtained with such individual's consent and hereby consents on behalf of such individual to the collection, use and disclosure of his personal data by the Company, the Scheme Manager(s) and the Chairman (and any of their respective officers), in each case, in accordance with the provisions of the Singapore Personal Data Protection Act 2012 (No. 26 of 2012). Any consent given hereunder in relation to personal data shall survive death, incapacity, bankruptcy or insolvency of any such individual and the termination or expiration of the Scheme. For the purposes hereunder, "personal data" has the meaning ascribed to it in the Singapore Personal Data Protection Act 2012 (No. 26 of 2012).
Copies of all documents evidencing the creation of the Security should be attached.
Copies of all documents evidencing the Claim by the Company against the Creditor should be attached.
Copies of all documents evidencing authority should be attached.

A-2A-26

Annexure I to the Proof of Debt

Particulars of the Claims referred to in the Proof of Debt

Date of	Details of	Interest	Total amount	Identity of	Reference to	Applicable	Remarks
transaction	Claim 1	accruing up to	of Claim as at	primary	supporting	interest
	Principal	the	Ascertainment	debtor	documents3	rate under
	amount of the	Ascertainment	Date (in the	(applicable		existing
	Claim as at	Date (in the	currency of the	where		facility
	Ascertainment	currency of	Claim)	Claim arises		agreement
	Date (in the	the Claim) 2		from a
	currency of the			guarantee,
	Claim)1			indemnity,
				or other
				similar
				obligation)
	(A)	(B)	(A)+(B)

IMPORTANT: PLEASE READ THE NOTES ON THE NEXT PAGE CAREFULLY BEFORE COMPLETING THIS APPENDIX.

A-3A-27

Notes:
1	Examples:
	- Goods supplied	- Services rendered	- GST
	- Wages and salaries	- Personal loan	- Overdraft facilities
	- Income Tax	- Property Tax	- Bank facilities (please identify each
			discrete facility separately)
	- CPF

Please provide the following information in relation to the stated interest amount on a separate page:
- basis / formula of computation of interest amount (include detailed method of calculation);
- the applicable interest rate (where the applicable interest rate has several components, please provide the breakdown of the various components of the applicable interest rate (i.e. cost of funds, margin) and the relevant rate in respect of each component);
- the portion of the principal amount to which the applicable interest rate applies;
- the relevant period over which the applicable interest rate was applied; and
- description of all documents evidencing the computation of interest payable in respect of the applicable interest rate (with copies of the same annexed).
Such supporting documents shall be annexed to this Proof of Debt.

A-4

A-28

Annexure II to the Proof of Debt

Particulars of any Security referred to in the Proof of Debt

Date of creation	Particulars of the	Value of the	Description of	Remarks
of the Security	Security	Security as at the	supporting
		Ascertainment	documents1
		Date

Notes:

1. Such supporting documents shall be annexed to this Proof of Debt

A-5

A-29

Annexure III to the Proof of Debt

Particulars of claim by Company against Creditor

Date of Claim	Nature and	Amount of the	Description of	Remarks
	Particulars of Claim	Claim	supporting
			documents1

Notes:

1. Such supporting documents shall be annexed to this Proof of Debt

A-6

A-30

APPENDIX B - Notice of Court Meeting

IN THE HIGH COURT OF THE REPUBLIC OF SINGAPORE

HC/OS 1031/2020

In the Matter of Section 210(1) of the Companies Act (Cap. 50)

And

In the Matter of KRISENERGY LTD.

(Company Registration Number: WK-231666)

… Applicant

NOTICE OF COURT MEETING

NOTICE IS HEREBY GIVEN that a meeting of the Scheme Creditors (as defined in the scheme of arrangement dated 20 November 2020 proposed by KrisEnergy Ltd. ("Scheme")) ("Court Meeting") of KrisEnergy Ltd. ("Company") will be held by way of electronic means on 14 January 2021 at 1 p.m. for the purpose of considering and, if thought fit, approving (with or without modification) the Scheme proposed to be made pursuant to Section 210 of the Companies Act (Cap. 50) (the "Companies Act") between the Company and its Creditors. Further, the High Court of the Republic of Singapore has also granted the Company an extension of the moratorium previously granted to them under Section 211B of the Companies Act until 16 January 2021.

All capitalised terms used in this Notice which are not otherwise defined shall have the same meaning as ascribed to them in the Scheme.

The Court Meeting is convened pursuant to an Order of Court dated 16 November 2020 made in HC/OS 1031/2020. Luke Furler of AJCapital Advisory Pte Limited shall act as Chairman of the Court Meeting and report the results of the Court Meeting to the Court.

The Scheme and explanatory statement required to be furnished pursuant to Section 211 of the Companies Act and the proxy forms are incorporated in the explanatory statement of which this Notice forms part. Copies of the Scheme and explanatory statement can be downloaded from the Company's website at https://krisenergy.com/Investors/restructuring-information-centre/and the SGXNet and are also available on request by either sending an email to krisenergy@ajcapital.asiaor, if hardcopies are required, at the Company's offices at 83 Clemenceau Avenue #10-05 UE Square, Singapore 239920, during normal business hours on any day prior to the date of the Court Meeting (and other than a Saturday, Sunday or public holiday) with at least two business days' notice and subject to any laws implemented in connection with COVID-19 which could restrict the Company's ability to open its offices.

For the purpose of participating and voting at the Court Meeting, every Creditor, save for the 2022 Noteholders and 2023 Noteholders, shall lodge a Proof of Debt in respect of its Claims against the Company at the Specified Address (via email or in hardcopy) by 6 p.m. on 4 December 2020 in accordance with the Scheme, explanatory statement and the instructions in the Proof of Debt form.

Creditors, save for the 2022 Noteholders and 2023 Noteholders, who do not file their Proofs of Debt by 6 p.m. on 4 December 2020 at the Specified Address will (subject to the Chairman's absolute discretion) not be entitled to vote at the Court Meeting and will (subject to the Scheme Managers' absolute discretion) not be entitled to any distributions under the Scheme and their Claims against the Company shall be waived, released, discharged and extinguished in accordance with the terms of the Scheme. The Chairman's discretion includes determining an Adjudicated Claim Amount based on the amount stated to be owing to that Creditor in the books and records of the Company.

The 2022 Noteholders and 2023 Noteholders are not required to file a Proof of Debt. The Company will file a Proof of Debt on your behalf based on the holdings reflected in records maintained by CDP

B-1

as at the Ascertainment Date. The Chairman will admit all amounts in respect of the holdings reflected in the records maintained by the CDP together with the relevant interest for the purpose of voting at the relevant Court Meeting and any distributions made under the Scheme in accordance with its terms (if sanctioned).

Only CDP Account Holders may lodge Proxy Forms.

Should a CDP Account Holder which is not a Relevant Intermediary wish to vote at the Court Meeting, it will have to appoint the Chairman as its proxy to attend and vote in their stead.

Should a CDP Account Holder which is a Relevant Intermediary wish to vote at the Court Meeting, it will have to appoint the Chairman as its proxy to attend and vote in its stead and may submit a proxy form to vote on behalf of the 2022 Noteholders or 2023 Noteholders who hold notes through them (the "Beneficial Holders") as instructed by the Beneficial Holders.

Proxy Forms shall be lodged at the Specified Address (via email or in hardcopy) by no later than 1 p.m. on 11 January 2021.

In the event the Company determines that the Court Meeting is to be deferred ahead of it being held, the Company will give notice of such adjournment by announcing the same on SGXNet and on its website at least 48 hours before the date of the proposed Court Meeting.

Dated this 20th day of November 2020.

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Notes:

"Live" Audio-visual webcast and "live" audio-only stream
Scheme Creditors will be able to (a) watch the proceedings of the Court Meeting through a "live" audio- visual webcast via their mobile phones, tablets or computers; or (b) listen to these proceedings through a "live" audio-only stream via telephone. In order to do so, Scheme Creditors must pre-register via the URL https://rebrand.ly/KE-Scheme-of-Arrangement-Meeting("Registration Website") no later than 6 p.m. on 31 December 2020 ("Registration Deadline") for the Company to authenticate his/her/its status as Scheme Creditors.
Authenticated Scheme Creditors will receive an email containing (a) a unique link to access the "live" audio-visual webcast via Zoom or via their web browser; (b) a webinar ID and password; and (c) a telephone number. In the scenario where the unique link cannot be accessed, Scheme Creditors can join the proceedings of the Court Meeting by entering the webinar ID and password directly in the Zoom platform.
Scheme Creditors who have pre-registered by the Registration Deadline but do not receive the aforementioned email by 6 p.m. on 3 January 2021 should contact Easy Video via email at kevin@easyvideo.sg.
Scheme Creditors must not forward the unique link, webinar ID or a password to other persons.
Recording of the "live" audio-visual webcast or "live" audio-only stream in whatever form is also strictly prohibited.
Prior submission of questions
Scheme Creditors may submit questions related to the Scheme. All questions must be submitted no later than 1 p.m. on 11 January 2021:
1. by email tokrisenergy@ajcapital.asia; or
2. in hard copy by post to the Chairman at 36 Armenian Street, #04-07, Singapore 179934 (Attention: Luke Furler / Zara Xue).

The Company will address all substantial and relevant questions relating to the Scheme, prior to, or at the Court Meeting. To the extent questions relating to the Scheme are submitted no later than 6 p.m. on 31 December 2020 (the "First Q&A Deadline"), the Company will address all substantial and relevant questions submitted by the First Q&A Deadline prior to the Proxy Form Submission Deadline (as defined below) through publication on SGXNet, its corporate website and/or any virtual information session that the Company may organise.

Voting by proxy only
Scheme Creditors will not be able to vote online at the Court Meeting. Instead, if the Scheme Creditors wish to exercise their votes, they must submit a proxy form ("Proxy Form") to appoint the Chairman of the Court Meeting as his/her/its proxy to vote on his/her/its behalf at the Court Meeting. Further instructions for the completion of the Proxy Forms are available in the Proxy Forms.
The Proxy Form (together with the power of attorney or board resolution, if any, under which it is signed or a certified copy thereof) must be submitted to the Chairman at krisenergy@ajcapital.asiaor 36 Armenian Street, #04-07, Singapore 179934 (Attention: Luke Furler / Zara Xue) no later than 1 p.m. on 11 January 2021 ("Proxy Form Submission Deadline"). If the appointor is a corporation, a failure to include a power of attorney or board resolution or certified copy thereof, the Chairman may, at his sole discretion, consider this form invalid.
If you are a Beneficial Holder and wish to record your vote at the Court Meeting, please note that you cannot do so in your individual capacity. Please contact your Relevant Intermediary as soon as possible to provide instructions for the Relevant Intermediary to vote on your behalf. As your Relevant Intermediary will have to submit the Proxy Form to the Chairman by the Proxy Form Submission Deadline, you are strongly encouraged to reach out to your Relevant Intermediary as soon as possible as the Relevant Intermediary may set a deadline earlier than the Proxy Form Submission Deadline.
Company may hold physical Court Meeting if circumstances permit
Notwithstanding any of the above, the Company may in their discretion conduct the Court Meeting physically in the event that the Government lifts its ban on events and mass gatherings, and circumstances permit such that it feasible to conduct the Court Meeting physically, taking into consideration the Government's directives and advisories regarding the conduct of events and mass gatherings.
If the Company elects to conduct the Court Meeting physically, further instructions will be given to
Scheme Creditors via an announcement on SGXNet and its website at https://krisenergy.com/Investors/restructuring-information-centre/as soon as reasonably practicable.

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Scheme Creditors are requested to regularly check the Company's announcements on SGXNet and on its website at https://krisenergy.com/Investors/restructuring-information-centre/for updates.

5. Personal Data Privacy

By submitting an instrument appointing a proxy to attend, the appointer (i) consents to the collection, use and disclosure of his/her personal data by the Company (or its agents or service providers) for the purpose of processing, administration and analysis by the Company (or its agents or service providers) of proxies and representatives for the Court Meeting (including any adjournment thereof) and the preparation and compilation of attendance lists, minutes and any other documents relating to the Court Meeting (including any adjournment thereof), and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, take-over rules, regulations and/or guidelines

(collectively, the "Purposes"), (ii) warrants that where the appointer discloses the personal data of its proxy(ies) or representative(s), it has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the appointer will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the appointer's breach of warranty.

B-4

APPENDIX C - Proof of Debt Form

PROOF OF DEBT

Save as otherwise defined, all capitalised terms shall bear the same meaning as set out in the scheme of arrangement dated 20 November 2020 proposed by KrisEnergy Ltd to the Creditors.

I, [name] _____________________________________________________________________, of

[company/firm where applicable] ___________________________________________________ of

[address] _______________________________________________________________________

NRIC/Passport No., declare that to the best of my knowledge

and belief, the matters set out in this Proof of Debt form are correct and true:

1. KrisEnergy Ltd (the "Company") is, as at the Ascertainment Date of 16 October 2020

indebted to		[name of creditor], (the "Creditor") in the
amount of		for the following Claim(s) (as defined in the

Scheme), the particulars of which are set out in Annexure I to this Proof of Debt.1

2.	Particulars of the Creditor are as follows2
	Name of Creditor	:
	IC/Passport no./Company/Business registration no.	:
	Postal address	:
	Contact no.	:
	Fax no.	:
	E-mail address	:
	Creditor's reference no.	:

Neither the Creditor, nor any person by the order and for the use of the Creditor, has to my knowledge and belief received any manner of satisfaction or security for the account or any
part of the amount referred to in Paragraph 1 above, save and except for such Security set out in Annexure II to this Proof of Debt.3
[If applicable] The Company has a Claim (as defined in the Scheme) against the Creditor in


	the amount of	, the particulars of which are set out in
	Annexure III to	this Proof of Debt.4
5.	I am		[please state relationship to the creditor] of

6. I am duly authorised to make this proof of debt on behalf of the Creditor.5

___________________________

Name:

Designation:

Company Stamp (if applicable):

Please note that there could be penalties for submitting a false proof of debt

C-1

Notes:

Copies of all documents evidencing the claim must be attached. The onus is upon the Creditor to prove the debt. If your Claim arises out of a guarantee or indemnity provided by the Company, copies of all documents evidencing the guarantee or indemnity should be attached.
The Creditor that submits this Proof of Debt represents, warrants and undertakes to the Company, the Scheme Manager(s) and the Chairman that any personal data of any individual provided has been obtained with such individual's consent and hereby consents on behalf of such individual to the collection, use and disclosure of his personal data by the Company, the Scheme Manager(s) and the Chairman (and any of their respective officers), in each case, in accordance with the provisions of the Singapore Personal Data Protection Act 2012 (No. 26 of 2012). Any consent given hereunder in relation to personal data shall survive death, incapacity, bankruptcy or insolvency of any such individual and the termination or expiration of the Scheme. For the purposes hereunder, "personal data" has the meaning ascribed to it in the Singapore Personal Data Protection Act 2012 (No. 26 of 2012).
Copies of all documents evidencing the creation of the Security should be attached.
Copies of all documents evidencing the Claim by the Company against the Creditor should be attached.
Copies of all documents evidencing authority should be attached.

C-2

Annexure I to the Proof of Debt

Particulars of the Claims referred to in the Proof of Debt

Date of	Details of	Interest	Total amount	Identity of	Reference to	Applicable	Remarks
transaction	Claim 1	accruing up to	of Claim as at	primary	supporting	interest
	Principal	the	Ascertainment	debtor	documents3	rate under
	amount of the	Ascertainment	Date (in the	(applicable		existing
	Claim as at	Date (in the	currency of the	where		facility
	Ascertainment	currency of	Claim)	Claim arises		agreement
	Date (in the	the Claim) 2		from a
	currency of the			guarantee,
	Claim)1			indemnity,
				or other
				similar
				obligation)
	(A)	(B)	(A)+(B)

IMPORTANT: PLEASE READ THE NOTES ON THE NEXT PAGE CAREFULLY BEFORE COMPLETING THIS APPENDIX.

C-3

Notes:
1	Examples:
	- Goods supplied	- Services rendered	- GST
	- Wages and salaries	- Personal loan	- Overdraft facilities
	- Income Tax	- Property Tax	- Bank facilities (please identify each
			discrete facility separately)
	- CPF

Please provide the following information in relation to the stated interest amount on a separate page:
- basis / formula of computation of interest amount (include detailed method of calculation);
- the applicable interest rate (where the applicable interest rate has several components, please provide the breakdown of the various components of the applicable interest rate (i.e. cost of funds, margin) and the relevant rate in respect of each component);
- the portion of the principal amount to which the applicable interest rate applies;
- the relevant period over which the applicable interest rate was applied; and
- description of all documents evidencing the computation of interest payable in respect of the applicable interest rate (with copies of the same annexed).
Such supporting documents shall be annexed to this Proof of Debt.

C-4

Annexure II to the Proof of Debt

Particulars of any Security referred to in the Proof of Debt

Date of creation	Particulars of the	Value of the	Description of	Remarks
of the Security	Security	Security as at the	supporting
		Ascertainment	documents1
		Date

Notes:

1. Such supporting documents shall be annexed to this Proof of Debt

C-5

Annexure III to the Proof of Debt

Particulars of claim by Company against Creditor

Date of Claim	Nature and	Amount of the	Description of	Remarks
	Particulars of Claim	Claim	supporting
			documents1

Notes:

1. Such supporting documents shall be annexed to this Proof of Debt

C-6

APPENDIX D - Proxy Form

KRISENERGY LTD.

(Company Registration Number: WK-231666)

(Incorporated in the Cayman Islands on 5 October 2009)

(the "Company")

PROXY FORM FOR COURT MEETING TO BE USED ONLYBY CDP ACCOUNT HOLDERS (DEFINED BELOW) HOLDING THE FOLLOWING SECURITIES OF THE COMPANY:

S$130,000,000 senior unsecured notes due 2022 (ISIN: SG77J4000001) ("2022 Notes"); and/or
S$200,000,000 senior unsecured notes due 2023 (ISIN: SG77J3000002) ("2023 Notes"),

(collectively, the "Notes").

Important:

The Notice of Court Meeting dated 20 November 2020 for the Scheme of Arrangement proposed by the Company ("Scheme") sets out the alternative arrangements relating to, among others, attendance, submission of questions in advance and/or voting by proxy at the Court Meeting.
Please only use this Proxy Form if you are a Depositor (as defined in Section 81SF of the Securities and Futures Act (Cap. 289, 2006 Rev Ed) ("SFA"), who has either or both of the Notes entered against your name in the Depository Register (as defined in Section 81SF of the SFA) of The Central Depository (Pte) Limited ("CDP") as at 16 October 2020
("Ascertainment Date") ("CDP Account Holder").
If you are a holder of the 2022 Notes and/or the 2023 Notes held in an omnibus account maintained with a Relevant Intermediary (as defined in Section 181(6) of the Companies Act) ("Beneficial Holder") and wish to record your vote at the Court Meeting, please note that you cannot do so in your individual capacity. Please contact your Relevant Intermediary as soon as possible to provide instructions for the Relevant Intermediary to vote on your behalf. As the CDP Account Holder will have to submit the Proxy Form to the Chairman at krisenergy@ajcapital.asiaor 36 Armenian Street, #04-07, Singapore 179934 (Attention: Luke Furler / Zara Xue) ("Specified Address") by 1 p.m. on 11 January 2021 ("Proxy Form Submission Deadline"), you are strongly encouraged to reach out to your Relevant Intermediary as soon as possible as the CDP Account Holder may set a deadline earlier than the Proxy Form Submission Deadline. Unless the Beneficial Holders vote unanimously for or against the Scheme, each Beneficial Holder's vote shall only be taken into account for
Section 210(3AB)(b) of the Companies Act.
This Court Meeting is being convened and will be held by electronic means. The Notice of
Court Meeting and this Proxy Form has been published on the Company's website at https://krisenergy.com/Investors/restructuring-information-centre/and on SGXNet and is also available on request by sending an email to krisenergy@ajcapital.asia. Should hardcopies be required, these will be available at the Company's premises at 83 Clemenceau Avenue #10- 05 UE Square, Singapore 239920, during normal business hours on any day prior to the date of the Court Meeting (other than a Saturday, Sunday or a public holiday) with two Business Days' notice and subject to any laws implemented in connection with COVID-19 which could restrict the Company's ability to open its offices.
Due to the current COVID-19 situation in Singapore, Scheme Creditors (as defined in the Scheme) will not be allowed to attend the Court Meeting in person. A Scheme Creditor will also not be able to vote online at the Court Meeting. If a Scheme Creditor wishes to exercise his/her/its voting rights at the Court Meeting, he/she/it must appoint the Chairman of the Court Meeting as his/her/its proxy to vote on his/her/its behalf at the Court Meeting. If you are a Scheme Creditor and a Beneficial Holder, please refer to paragraph 3 above.

D-1

DETAILS OF CDP ACCOUNT HOLDER

I/We _____________________________________ (Name)________________________________

(NRIC /Passport No./UEN/Company Registration No.) of ___________________________________

______________________________________________ (Address) being a holder of 2022 Notes /

2023 Notes as shown in the CDP Depository Register, hereby appoint the Chairman of the Court Meeting ("Chairman"), as my/our proxy to attend and to vote for me/us on my/our behalf at the Court Meeting, and at such Court Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) as indicated below, and if no such indication is given, as my/our* proxy thinks fit.

VOTE

*only complete this if you are a Relevant Intermediary

(Please indicate the value of the Notes which have voted for or against the Scheme. In the absence of specific directions in respect of your vote or if it is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions specified in the Proxy Form, the Chairman shall be entitled to reject the Proxy Form or at its sole discretion cast a vote for the Scheme.)

FOR		AGAINST
(value)	OR	(value)
2022 Notes:	2022 Notes:

2023 Notes:		2023 Notes:

VOTE

*only complete this if you are not a Relevant Intermediary

(Please indicate with an "X" within the relevant box to vote for or against the Scheme. You may only cast your vote for or against and cannot split your votes in anyway even if you hold both the 2022 Notes and 2023 Notes. You will only have one vote even if you hold both the 2022 Notes and 2023 Notes. In the absence of specific directions in respect of your vote or if it is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions specified in the Proxy Form, the Chairman shall be entitled to reject the Proxy Form or at its sole discretion cast a vote for the Scheme.)

FOR	OR	AGAINST


Dated this day of __________ day of___________ 2020

Signature(s) of CDP Account Holder or Common Seal

IMPORTANT: Please read the notes overleaf before completing this Proxy Form

D-2

NOTES

Depositor means an account holder or a depository agent but does not include a sub-account holder.
Depository Register means a register maintained by the CDP or any other corporation approved by the Monetary Authority of Singapore as a depository company or corporation for the purposes of the SFA, which operates the Central Depository System for the holding and transfer of book-entry securities, in respect of book-entry securities.
Relevant Intermediary means:
1. a banking corporation licensed under the Banking Act (Cap. 19, 2008 Rev Ed) or a wholly- owned subsidiary of such a banking corporation, whose business includes the provision of nominee services and who holds shares in that capacity;
2. a person holding a capital markets services licence to provide custodial services under the Securities and Futures Act (Cap. 289, 2006 Rev Ed) and who holds shares in that capacity; or
3. the Central Provident Fund Board established by the Central Provident Fund Act (Cap. 36, 2013 Rev Ed), in respect of shares purchased under the subsidiary legislation made under that Act providing for the making of investments from the contributions and interest standing to the credit of members of the Central Provident Fund, if the Board holds those shares in the capacity of an intermediary pursuant to or in accordance with that subsidiary legislation.
Due to the current COVID-19 situation in Singapore, Scheme Creditors will not be allowed to attend the Court Meeting in person. A Scheme Creditor will also not be able to vote online at the Court Meeting. If a Scheme Creditor wishes to exercise his/her/its voting rights at the Court Meeting, he/she/it must appoint the Chairman of the Court Meeting as his/her/its proxy to vote on his/her/its behalf at the Court Meeting. If you are a Scheme Creditor and a Beneficial Holder, please contact your Relevant Intermediary.
Each CDP Account Holder should themselves be satisfied that the votes submitted by any Beneficial Holder is accurate. The Company and Chairman will bear no responsibility in ascertaining the accuracy of the votes of the Beneficial Holder.
This Proxy Form must be signed by the appointer. Where the Proxy Form is executed by a corporation, it must be executed either under its seal or under the hand of an officer or attorney duly authorised. The Proxy Form, together with the power of attorney or board resolution or certified copy thereof (if necessary), must be submitted to the Chairman at the Specified Address no later than the Proxy Form Submission Deadline. If the appointer is a corporation or Relevant Intermediary, a failure to include a power of attorney or board resolution or certified copy thereof, the Chairman may, at his sole discretion, consider this form invalid.
The Chairman shall be entitled to reject the Proxy Form or at the Chairman's sole discretion cast a vote for the Scheme if it is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions specified in the Proxy Form.
The Chairman may reject any Proxy Form lodged if the CDP Account Holder, being the appointer, is not shown to have Notes entered into against his name as an account holder in the Depository Register as certified by CDP as at the Ascertainment Date.
A CDP Account Holder who has already submitted a Proxy Form to the Chairman may revoke and amend the same by submitting a new Proxy Form to the Chairman by the Proxy Form Submission Deadline, in which case, the Chairman will disregard the previous Proxy Form(s) and refer only to the last Proxy Form received. Any Proxy Form which a Scheme Creditor wishes to revoke after the Proxy Form Submission Deadline can only be revoked at the sole discretion of the Chairman.
Unless a valid Proxy Form is received by the Chairman by the Proxy Form Submission Deadline at the Specified Address, the proxy of such CDP Account Holder will not be entitled to vote at the Court Meeting, unless so otherwise allowed at the discretion of the Chairman of the Court Meeting.
By submitting this Proxy Form, the appointer (i) consents to the collection, use and disclosure of his/her personal data by the Company (or its agents or service providers) for the purpose of processing, administration and analysis by the Company (or its agents or service providers) of proxies and representatives for the Court Meeting (including any adjournment thereof) and the preparation and compilation of attendance lists, minutes and any other documents relating to the Court Meeting (including any adjournment thereof), and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, take-over rules, regulations and/or guidelines (collectively, the "Purposes"), (ii) warrants that where the appointer discloses the personal data of its proxy(ies) or representative(s), it has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the appointer will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the appointer's breach of warranty.

D-3

KRISENERGY LTD.

(Company Registration Number: WK-231666)

(Incorporated in the Cayman Islands on 5 October 2009)

(the "Company")

PROXY FORM FOR COURT MEETING TO BE USED FOR ALL SCHEME CREDITORS (EXCEPT FOR HOLDERS OF THE S$130,000,000 SENIOR UNSECURED NOTES DUE 2022 (ISIN: SG77J4000001) ("2022 NOTEHOLDER") AND S$200,000,000 SENIOR UNSECURED NOTES DUE 2023 (ISIN: SG77J3000002) ("2023 NOTEHOLDER"))

Important:

The Notice of Court Meeting dated 20 November 2020 for the Scheme of Arrangement proposed by the Company ("Scheme") sets out the alternative arrangements relating to, among others, attendance, submission of questions in advance and/or voting by proxy at the Court Meeting.
Please only use this Proxy Form if you are a Scheme Creditor (as defined in the Scheme) and not a 2022 Noteholder or 2023 Noteholder.
If you are a 2022 Noteholder or 2023 Noteholder and use this Proxy Form, it will be invalid.
This Court Meeting is being convened and will be held by electronic means. The Notice of Court Meeting and this Proxy Form has been published on the Company's website at https://krisenergy.com/Investors/restructuring-information-centre/and on SGXNet and is also available on request by sending an email to krisenergy@ajcapital.asia. Should hardcopies be required, these will be available at the Company's premises at 83 Clemenceau Avenue #10- 05 UE Square, Singapore 239920, during normal business hours on any day prior to the date of the Court Meeting (other than a Saturday, Sunday or a public holiday) with two Business Days' notice and subject to any laws implemented in connection with COVID-19 which could restrict the Company's ability to open its offices.
Due to the current COVID-19 situation in Singapore, Scheme Creditors will not be allowed to attend the Court Meeting in person. A Scheme Creditor will also not be able to vote online at the Court Meeting. If a Scheme Creditor wishes to exercise his/her/its voting rights at the Court Meeting, he/she/it must appoint the Chairman of the Court Meeting as his/her/its proxy to vote on his/her/its behalf at the Court Meeting.

DETAILS

I/We ____________________________________________ (Name) ________________________

(NRIC/Passport No./UEN/Company Registration No.) being a holder of ________________ [insert

nature of debt] owed by the Company under the __________________ [describe agreement under

which the debt arose] dated [insert] entered into between __________________ (name)

____________ and ____________ (name) here appoint the Chairman of the Court Meeting

("Chairman"), as my/our proxy to attend and to vote for me/us on my/our behalf at the Court Meeting, and at such Court Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) as indicated below, and if no such indication is given, as my/our* proxy thinks fit.

VOTE

Please indicate with an "X" within the relevant box to vote for or against the Scheme. In the absence of specific directions in respect of your vote or if it is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions specified in the Proxy Form, the Chairman shall be entitled to reject the Proxy Form or at its sole discretion cast a vote for the Scheme.)

FOR	OR	AGAINST

Dated this day of __________ day of___________ 2020

Signature(s) of Scheme Creditor or Common Seal

IMPORTANT: Please read the notes overleaf before completing this Proxy Form

D-4

NOTES:

This form is to be completed by Scheme Creditors other than the 2022 Noteholders and 2023 Noteholders.
Due to the current COVID-19 situation in Singapore, Scheme Creditors will not be allowed to attend the Court Meeting in person. A Scheme Creditor will also not be able to vote online at the Court Meeting. If a Scheme Creditor wishes to exercise his/her/its voting rights at the Court meeting, he/she/it must appoint the Chairman of the Court Meeting as his/her/its proxy to vote on his/her/its behalf at the Court Meeting.
This Proxy Form must be signed by the appointer. Where the Proxy Form is executed by a corporation, it must be executed either under its seal or under the hand of an officer or attorney duly authorised.
This Proxy Form, together with the power of attorney or board resolution or certified copy thereof (if necessary), must be submitted to the Chairman atkrisenergy@ajcapital.asiaor 36 Armenian Street, #04-07, Singapore 179934 (Attention: Luke Furler / Zara Xue) ("Specified Address") by 1 p.m. on 11 January 2021 ("Proxy Form Submission Deadline"). If the appointor is a corporation, a failure to include a power of attorney or board resolution or certified copy thereof, the Chairman may, at his sole discretion, consider this form invalid.
The Chairman shall be entitled to reject the Proxy Form or at the Chairman's sole discretion cast a vote for the Scheme if it is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions specified in the Proxy Form.
A Scheme Creditor who has already submitted a Proxy Form to the Chairman may revoke and amend the same by submitting a new Proxy Form to the Chairman by the Proxy Form Submission Deadline, in which case, the Chairman will disregard the previous Proxy Form(s) and refer only to the last Proxy Form received. Any Proxy Form which a Scheme Creditor wishes to revoke after the Proxy Form Submission Deadline can only be revoked at the sole discretion of the Chairman.
Unless a valid Proxy Form is received by the Chairman by the Proxy Form Submission Deadline at the Specified Address, the proxy of such Scheme Creditor will not be entitled to vote at the Court Meeting, unless so otherwise allowed at the discretion of the Chairman of the Court Meeting.
By submitting this Proxy Form, the appointer (i) consents to the collection, use and disclosure of his/her personal data by the Company (or its agents or service providers) for the purpose of processing, administration and analysis by the Company (or its agents or service providers) of proxies and representatives for the Court Meeting (including any adjournment thereof) and the preparation and compilation of attendance lists, minutes and any other documents relating to the Court Meeting (including any adjournment thereof), and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, take-over rules, regulations and/or guidelines (collectively, the "Purposes"), (ii) warrants that where the appointer discloses the personal data of its proxy(ies) or representative(s), it has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the appointer will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the appointer's breach of warranty.

D-5

APPENDIX E - Corporate Structure of the KEL Group

Notes:

Percentages refer to the economic interest of the entity (part of the KEL Group) in the block.
"Op" indicates that the entity (part of the KEL Group) is the operator of the block.

E-1

APPENDIX F - List of O&G Assets

The Company is the ultimate holding company of a wider group of companies engaged in the upstream oil and gas sector in Asia. The principal activity of the Company is that of investment holding as all of the KEL Group's O&G Assets are held by subsidiaries of the Company. A description of the O&G Assets is included below.

Country	Working		Operator	Gross		Location		Water
	Interest			Acreage				Depth (m)
	(%)			(sq. km)
Assets in the exploration phase
Sakti PSC	95.0		KrisEnergy (Sakti) BV	989		Indonesia, East	50-60
		Java Sea

Udan Emas PSC (1)	100.0		KrisEnergy (Udan	1,070		Indonesia,		Onshore
		Emas) BV		Bintuni Basin

SS-11	45.0		Santos	4,475		Bangladesh,	200-1,500
			Bay of Bengal

						Vietnam, Quang
Block 115/09 (2)	100.0		KrisEnergy (Vietnam	7,382		Ngai	60-200
		115) Ltd		Graben/Phu

						Khanh Basin
Assets under development
Mini Phase 1A (CBA)	95.0		KrisEnergy (Apsara)	3,083		Cambodia,	50-80
		Company Ltd		Khmer Basin

Assets in the development phase
CBA (post Mini Phase 1A)	95.0		KrisEnergy (Apsara)	3,083		Cambodia,	50-80
	Company Ltd		Khmer Basin

G6/48						Gulf of
Production Area (3)	100.0			88		Thailand,
			KrisEnergy (Gulf of			Karawake Basin	60-70
			Thailand) Ltd			on western
Reservation Area	30.0		284
			margin of

						Pattani Basin
Bulu PSC	42.5		KrisEnergy (Satria)	697		Indonesia, East	50-60
			Ltd			Java Sea
Assets in the production phase
Block 9 PSC	30.0		KrisEnergy	1,770		Bangladesh,		Onshore
	Bangladesh Ltd		Surma Basin

						Gulf of
B8/32	4.6345		Chevron	2,072		Thailand, North	42-113
						Pattani Basin
			KrisEnergy (Gulf of			Gulf of
G10/48 (4)	89.0		247		Thailand,		Up to 60
	Thailand) Ltd
					Pattani Basin

Notes:

The Udan Emas PSC expired in 19 July 2020 and is pending official acknowledgement of relinquishment.
In January 2020, KrisEnergy (Vietnam 115) Ltd. entered into the Farm-out Agreement for the transfer of its entire 100.0% working interest in Block 115/09 subject to certain conditions and approvals by the relevant government authorities. The long stop date for completion under the Farm-out Agreement is 31 December 2020.
KrisEnergy holds 100.0% working interest in the exclusive operation of the Rossukon development plan.
In June 2020, KrisEnergy suspended production in G10/48 due to the many uncertainties ahead relating to, among other things, the duration of the COVID-19 pandemic, the speed of global economic regeneration and recovery in petroleum demand, and the magnitude and sustainability of any upturn in oil prices.

F-1

APPENDIX G - Financial Statements

G-1

KrisEnergy Ltd.

2019 Annual Report

G-2

KrisEnergy Ltd. ("KrisEnergy" or the "Company", and together with its subsidiaries, the "Group") is an Asian- focused upstream oil and gas company with a portfolio of producing assets and near-term development projects.

2019 Review

2019 Financial Review

2019 Technical Review

Group Overview

Corporate Governance

Directors' Report &

Consolidated Financial

Statement

Other Information

KrisEnergy's Portfolio	3-4
Chairman's Statement	5-6

Financial Review	7-11
Fiscal Terms	13-17

Technical Review	18-25
Reserves & Contingent Resources	26-27

Board of Directors	28-29
Management Team	30-32
Group Structure	33-34

Corporate Governance Report	35-57

Directors' Report and Consolidated Financial
Statement	58-64
Statement by Directors	65
Independent Auditor's Report	66-70
Consolidated Statement of Comprehensive	71
Income
Statements of Financial Position	72-73
Statements of Changes in Equity	74-77
Consolidated Statement of Cash Flows	78-79
Notes to the Consolidated Financial
Statements	80-153

Shareholding & Warrantholding Statistics	154-155
Summary of Qualified Person's Report (NSAI) 156-176
2019 Sustainability Report	177-195
Notice of Annual General Meeting.	196-200
Additional Information on Directors Seeking
Re-Appointment	201-206
Corporate Information	207
Glossary	208-209
KrisEnergy Regional Offices	210

KRISENERGY 2019 Annual Report	G-3
2

2019 Review

The Portfolio

We regularly review our asset portfolio to reduce the Group's exposure to high-risk exploration expenditure and commitment work programs for non-core assets to focus our financial resources on cash-flow generating activities such as maintaining existing production and oil development projects offshore Cambodia and the Gulf of Thailand.

In 2019, the portfolio review resulted in the divestment of the Andaman II deepwater exploration production sharing contract ("PSC") offshore North Sumatra, Indonesia. In 2020, the Company agreed the farm-out of its entire working interest in the Block 115/09 exploration concession, offshore Vietnam, the transaction is pending government approvals. The Bala-Balakang PSC expired on 18 December 2020.

Following the emergence of the COVID-19 pandemic in the early months of 2020 and the negative impact on oil demand and price decline, KrisEnergy suspended production in early June 2020 at the Wassana field in the G10/48 concession in the Gulf of Thailand.

As at 3 June 2020, KrisEnergy's portfolio comprised: two producing assets - B8/32 oil and gas fields in the Gulf of Thailand and the Block 9 Bangora gas field onshore Bangladesh; the Apsara oil development in Cambodia Block A, which is scheduled to produce Cambodia's first oil in 2020; and eight concessions in various stages of pre-development, appraisal and exploration and relinquishment.

B9A permanently ceased operation in October 2017. Abandonment activities are underway before the B9A licence is

relinquished

In January 2020, KrisEnergy (Vietnam 115) Ltd. entered into a farm-out agreement for the transfer of its 100.0% working interest and operatorship of Block 115/09, offshore Vietnam. The transaction is pending approval of the Vietnamese authorities

KRISENERGY 2019 Annual Report	G-4
3

Country/Asset	Working	Operator	Gross	Location	Water
	Interest (%)		Acreage (sq.		Depth (m)
			km)
Bangladesh
Block 9	30.0	KrisEnergy	1,770	Surma Basin	Onshore
SS-11	45.0	Santos	4,475	Bay of Bengal	200-1,500
Cambodia
Block A	95.0	KrisEnergy	3,083	Khmer Basin	50-80
Gulf of Thailand
B8/32 & B9A1	4.6345	Chevron	2,072	North Pattani Basin	42-113
G6/48		KrisEnergy		Karawake Basin on	60-70
Production	100.02		88	western margin of Pattani
area	30.0		284	Basin
Reservation
area
G10/48	89.0	KrisEnergy	247	Pattani Basin	Up to 60
Indonesia
Bulu PSC	42.5	KrisEnergy	697	East Java Sea	50-60
Sakti PSC	95.0	KrisEnergy	989	East Java Sea	50-60
Udan Emas PSC	100.0	KrisEnergy	1,070	Bintuni Basin	Onshore
Vietnam
Block 115/093	100.0	KrisEnergy	7,382	Quang Ngai Graben/Phu	60-200
				Khanh Basin

B9A permanently ceased operation on 31 October 2017. Abandonment is underway before the B9A licence is relinquished

As of 18 February 2019, KrisEnergy holds 100.0% working interest in the Exclusive Operation of the Rossukon development plan
3 In January 2020, KrisEnergy (Vietnam 115) Ltd. entered into a farm-out agreement for the transfer of its entire 100.0% working interest in Block 115/09 subject to certain conditions and approvals by the relevant government authorities

Gulf of Thailand/Offshore Cambodia1

Onshore/Offshore Bangladesh

Offshore East Java, Indonesia

Onshore West Papua, Indonesia

Offshore Vietnam3

KRISENERGY 2019 Annual Report	G-5
4

Chairman's Statement

At the time of publish of KrisEnergy's 2019 Annual Report, the world is trying to regain a footing from what has been an unprecedented global health and economic crisis in the first five months of 2020. The COVID-19 pandemic has spread worldwide and there is insufficient understanding of the virus to have clarity as to its full impact, duration and lasting consequences.

The energy sector has been severely affected by the virus with countries in lockdown, transport at a standstill and economies contracting. Analysts and think-tanks indicate that energy demand plummeted 20.0% to 30.0% in April 2020 depending on the stringency of government restrictions.

In a confluence of factors, the pandemic struck at a time of a global glut in oil supplies resulting in unparalleled market reaction. In April 2020, US oil futures traded in negative territory for the first time in history, and global benchmark Brent fell to 20-year lows below US$20.00 per barrel ("bbl"). Prices in the second half of May 2020 have recovered somewhat with Brent trading around the mid-US$30.00/bbl but future direction and/or sustainability of any further price recovery remain uncertain.

Review of Wassana

Due to the oil price crash, upstream companies worldwide have deferred development projects, slashed capital expenditure and, in some instances, shut in non-commercial production.

We have reviewed KrisEnergy's operations and determined that the cost structure at the Wassana oil field is unsustainable at prevailing oil prices, therefore we suspended production in early June 2020, and we have no visibility at this time when or if Wassana operations will resume.

This decision means we have regrettably reduced our workforce in Thailand by one quarter and, where appropriate, we have redeployed some personnel to the ongoing development of the Apsara oil field in Cambodia. Our remaining production continues in the KrisEnergy-operated Bangora gas field in Bangladesh and the non-operated B8/32 oil and gas fields in Thailand.

2019 headwinds

KrisEnergy faced significant challenges in 2019. Since the previous oil price decline, which started at the end of 2014, KrisEnergy's liquidity position has continued to deteriorate.

Material non-cash charges related to impairments, writedowns and increasing finance costs remain a burden and following a loss after tax of US$168.9 million in 2019, the Company's net capital deficiency position stood at US$145.9 million as at 31 December 2019. With total debt of US$503.1 million as at 31 December 2019 and gearing of 140.8%, the balance sheet is clearly unsustainable, and a substantial reorganisation of liabilities and assets is urgently needed.

In August 2019, KrisEnergy's securities were suspend from trading while we applied to the High Court of Singapore for a moratorium in order to provide us breathing space from our creditors while we reviewed all available options for restructuring. The application was granted, and the moratorium was extended in November 2019 until 27 February 2020 and subsequently until 27 May 2020, when we applied for a further extension.

We have continued to formulate a restructuring path and we will shortly begin to implement the plan and engage KrisEnergy's stakeholders. While undeniably a challenge, there are few realistic options available to deliver a viable and sustainable financial structure.

Our first informal meeting with investors was well attended in September 2019 and we received a great deal of feedback. We anticipate convening a second investor townhall within the second quarter 2020. Due to COVID-19, the format of the meeting will be on a virtual platform.

KRISENERGY 2019 Annual Report	G-6
5

Apsara cornerstone

In April 2020, we entered into a credit facility agreement with Kepinvest Singapore Pte. Ltd., a subsidiary of Keppel Corporation Ltd ("Keppel"), for up to US$87 million to finance the first phase of the Apsara oil development in Cambodia Block A. As Keppel is a majority shareholder of KrisEnergy, the loan facility is deemed an Interested Person Transaction under the Singapore Listing Manual and therefore we will convene an extraordinary general meeting ("EGM"), in order to obtain shareholder approval. Details of the EGM will be provided at a later date.

The development of Cambodia Block A is a cornerstone in KrisEnergy's future. It marks an outstanding long-term opportunity in Southeast Asia and will be historic for the Kingdom of Cambodia.

There has been substantial geological and geophysical work undertaken in the block as well as exploration and appraisal drilling. Of the 27 wells drilled in the original licence area, 23 encountered oil and/or gas.

As the Khmer Basin is yet to produce oil, we are taking a cautious approach as befits an operator of our size by using the minimum of facilities and wells for the initial phase of development.

Once onstream later this year, we will be able to observe reservoir performance and record other valuable data in order to chart the course ahead for the next development phase. Today, we believe there is potential for an additional three platforms in the Apsara area and the Apsara fault trend is one of seven in Cambodia Block A, which is anticipated to be the highest revenue generating asset in the Group's portfolio in the long term

Work on the Apsara facilities is at an advanced stage although we have encountered some delays to deliveries of materials and equipment and disruption to personnel movement and works due to government-enforcedCOVID-19 restrictions. However, we have continued operations where possible and are coordinating closely with suppliers and contractors to minimise any delays.

The Ingenium II production barge is nearing mechanical completion and we hope that commissioning will begin shortly. The structures of the jacket and topsides for the Apsara platform are nearing completion and installation of piping, electrical and instrument systems and equipment is ongoing.

Green shoots?

The Board of Directors was delighted to confirm Joanne Ang as our permanent Chief Financial Officer ("CFO") with effect from 19 May 2020. Joanne, who joined KrisEnergy in 2013, was appointed interim CFO in April 2019. I look forward to continuing to work with Joanne as we navigate the challenges ahead.

As of the time of this Annual Report, there appears to be tentative signs of green shoots of recovery with governments slowly lifting COVID-19 restrictions, people gradually returning to work and school and businesses reopening. The world's major oil producers are making unprecedented cuts to supplies to try and restore some fundamental balance to oil markets and prices are steadying. However, we remain cautious.

On behalf of the Board of Directors, I wish to thank our shareholders and all stakeholders, contractors and vendors, and KrisEnergy staff for your patience, perseverance and efforts in these extremely testing times.

Tan

Independent Non-Executive Chairman

3 June 2020

KRISENERGY 2019 Annual Report	G-7
6

2019 Financial Review

Revenue (US$ mm)

126.5

(2018: 144.8)

Adjusted EBITDAX1 (US$ mm)

24.7

(2018: 53.0)

Loans & Borrowings (US$ mm)

503.1

(2018: 459.1)

Revenue: Oil vs Gas

Average Lifting Cost (US$/boe)

22.98

(2018: 23.70)

Gearing (As at 31 December)

140.8%

(2018: 95.5%)

Revenue by Country

(numbers may not add due to rounding)

Operating Cost (US$ mm)

49.4

(2018: 79.9)

Earnings before interest, taxation, depreciation, depletion, amortisation, geological and geophysical expenses and exploration expenses ("EBITDAX"). Adjusted EBITDAX excludes unrealised foreign exchange differences
2 Excludes Bangladesh gas at US$2.32/mcf

Average Realised Oil & Liquids

Sales Price (US$/bbl)

60.04

(2018: 68.89)

Average Realised Gas Sales

Price2 (US$/mcf) 4.94 (2018: 4.58)

KRISENERGY 2019 Annual Report

Oil & Gas Assets (US$ mm) (As at 31 December)

385.0

(2018: 471.7)

2019
2018
2017
2016
2015
2014
0	200	400	600	800	1000
Exploration & Evaluation Assets		Oil & Gas Properties

G-8

KrisEnergy remained severely financially stressed in 2019. Increasing finance costs and significant non-cash charges deepened losses, and total loans, borrowings and gearing continued to increase resulting in further deterioration of the Group's capital position.

Over-geared and under-equitised, KrisEnergy Ltd. applied to the High Court of the Republic of Singapore ("Singapore High Court") on 14 August 2019 to commence a court-supervised process to reorganise its liabilities and to seek a moratorium against enforcement actions and legal proceedings by creditors against the Company pursuant to section 211B of the Companies Act (Cap. 50). Concurrently, trading of all KrisEnergy securities - equity and debt - on the Singapore Exchange Securities Trading Ltd ("SGX-ST") was indefinitely suspended.

The Singapore High Court granted the moratorium application for a three-month period to 14 November 2019 while the Company continued to review its options to restructuring its liabilities. An application on 13 November 2019 for a three-month extension of the moratorium was granted by the Singapore High Court to 26 February 2020 and on 24 February 2020, a second application was granted to extend the moratorium to 27 May 2020. See section Loans, borrowings and moratorium. On 27 May 2020, the Company applied for a third moratorium extension.

The Group's financial statements for the period ending 31 December 2019 were prepared on a going concern basis. The Group's auditors' view, as stated in the audited consolidated full-year 2019 financial statements, is that material uncertainty exists over the Group's ability to continue as a going concern.

Production & revenue

Benchmark Brent crude oil averaged US$64.16 per barrel ("bbl") in 2019, a 10.5% decline from 2018's US$71.69/bbl as trade and geopolitical tensions cast a shadow over economic growth and raised concerns over oil and gas demand while major producers pumped record high volumes.

For the year ended 31 December	2019	2018
Sale of crude oil & liquids (US$ million)	110.6	130.4
Sale of gas (US$ million)	15.9	14.4
Revenue (US$ million)	126.5	144.8
Production volumes
Oil & liquids (bopd)1	4,750	5,677
Gas (mmcfd)	32.9	30.1
Total (boepd)	10,229	10,691
Average sales price
Oil & liquids (US$/bbl)	60.04	68.89
Gas - B8/32 (US$/mcf)	4.94	4.58
Gas - Block 9 (US$/mcf)	2.32	2.32

Includes KrisEnergy's working interest share of Nong Yao production up to 31 May 2018

The Group's working interest production in 2019 averaged 10,229 barrels of oil equivalent per day ("boepd"), 4.3% lower than a year ago. On a pro forma basis, excluding production from the Nong Yao field for the 1 January 2018 to 31 May 2019 period, the Group's three remaining assets - Block 9, B8/32 and G10/48 - recorded working interest production of 9,921 boepd in 2018. The 3.1% increase in 2019 on a pro forma basis was a result of higher production from B8/32 and Block 9.

The continued volatility of the oil markets was reflected in the Group's average realised selling price for crude oil and liquids, which decreased 12.8% to US$60.04/bbl in 2019 (2018: US$68.89/bbl). The price of crude oil sales from the Wassana field in the G10/48 concession in the Gulf of Thailand, which accounts for 75.0% to 80.0% of KrisEnergy's oil and liquids production, is calculated on the average of the Dubai crude benchmark for the calendar month of lifting. In August 2019, the realised price achieved for a Wassana cargo was the lowest since December 2017. Similarly, in the fourth quarter of 2019, Wassana barrels were priced 20.0% below a cargo sold in the last three months of 2018 when the Dubai marker was close to the year's peak.

The Group's gas pricing and production were higher in 2019 with the realised price at the B8/32 fields in the Gulf of Thailand up 7.9% to US$4.94 per thousand cubic feet ("mcf") (2018: US$4.58/mcf) in line

KRISENERGY 2019 Annual Report	G-9
8

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KrisEnergy Ltd. published this content on 27 November 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 November 2020 15:10:01 UTC

Market Closed - Singapore S.E. Other stock markets 02:34:30 13/08/2019 pm IST			5-day change	1st Jan Change
0.03 ^SGD	-3.23%		-.--%	-.--%

KrisEnergy Ltd. Announces the Cessation of Bernard Castanet as Director	19/21/19	CI
KrisEnergy Ltd. Announces the Cessation of Alan Rupert Nisbet as Director, RC Chairman, AC Member	19/21/19	CI
KrisEnergy Ltd. Announces the Cessation of Koh Tiong Lu John as Director, AC Chairman, RC Member, Executive Committee Member	19/21/19	CI
Krisenergy Ltd. Announces the Cessation of Tan Ek Kia as Director, Non-Executive Chairman, NC Chairman, Executive Committee Chairman, RC Member, AC Member	19/21/19	CI
KrisEnergy Ltd. Announces the Cessation of Tang Chih Hao Kelvin as Director, NC Member, Executive Committee Member	19/21/19	CI
KrisEnergy : CEO, CFO Step Down	01/21/01	MT
KrisEnergy Ltd. Announces Cessation of Sally Ting Yuik-Neen as Company Secretary	01/21/01	CI
KrisEnergy Ltd. Announces Cessation of Tang Chih Hao Kelvin as Chief Executive Officer	01/21/01	CI
KrisEnergy Ltd. Announces Cessation of Joanne Ang Sui Keng as Chief Financial Officer	01/21/01	CI
KrisEnergy : Cambodia's oil export ambitions sink with "stolen" tanker standoff	27/21/27	RE
Market Chatter: KrisEnergy’s Stolen Cambodian Oil Seized by Indonesian Navy	26/21/26	MT
KrisEnergy : to Place Subsidiary into Creditors' Voluntary Liquidation	16/21/16	MT
KrisEnergy : Receives Notice of Default and Acceleration from DBS Trustee	30/21/30	MT
KrisEnergy Ltd. Announces Resignation of Lee Siew Jee Jennifer as Joint Company Secretary	24/21/24	CI
KrisEnergy : to Place Subsidiary into Creditors' Voluntary Liquidation	18/21/18	MT
KrisEnergy : Cayman Court to Hear KrisEnergy's Winding Up Petition on July 12	14/21/14	MT
KrisEnergy : Cambodia unclear on oil plans after partner heads towards liquidation	10/21/10	RE
Keppel : Singapore Shares Drop into Red on Tuesday; Keppel Slides 1% on KrisEnergy Liquidation	08/21/08	MT
KrisEnergy : Receives Default Notices after Filing Winding-Up Petition	08/21/08	MT
Keppel : to Incur $240 Million Loss on Liquidation of KrisEnergy	08/21/08	MT
KrisEnergy : to Liquidate Company	07/21/07	MT
Market Chatter: KrisEnergy to Deliver Cambodia’s First-Ever Oil Shipment	20/21/20	MT
KrisEnergy : Receives Discouraging Review of Production from Apsara Oilfield in Cambodia	29/21/29	MT
KrisEnergy Ltd. Updates on Apsara Oil Field Review	28/21/28	CI
Kimly : Singapore Shares Fall on Wednesday; Kimly Soars 3% on Issuance of 1 Million Shares	21/21/21	MT

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CNOOC LIMITED	+67.31%	142B
CONOCOPHILLIPS	-2.12%	133B
CANADIAN NATURAL RESOURCES LIMITED	+11.39%	75.53B
EOG RESOURCES, INC.	+3.00%	71.6B
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HESS CORPORATION	+2.08%	45.19B
DIAMONDBACK ENERGY, INC.	+27.01%	35.13B
WOODSIDE ENERGY GROUP LTD	-9.05%	35.74B

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