CIRCULAR DATED 11 APRIL 2014

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

This Circular is issued by TEE Land Limited. If you are in any doubt as to the action you should take, youshould consult your stockbroker, bank manager, solicitor, accountant or other professional adviserimmediately.

If you have sold all your shares in the capital of TEE Land Limited, you should hand this Circular, theNotice of Extraordinary General Meeting and attached Proxy Form to the purchaser or to the stockbrokeror to the bank or to the agent through whom you effected the sale for onward transmission to thepurchaser.

SAC Capital Private Limited was the issue manager for the initial public offer of TEE Land Limited. ThisCircular has been prepared and released by TEE Land Limited.

The Singapore Exchange Securities Trading Limited assumes no responsibility for thecorrectness of any of the statements made, reports contained or opinions expressed in thisCircular.

TEE LAND LIMITED(Incorporated in the Republic of Singapore)(Company Registration No. 201230851R)

CIRCULAR TO SHAREHOLDERS

in relation to

PROPOSED SUPPLY OF SERVICES TO TEE INDUSTRIAL PTE. LTD., A WHOLLY-OWNEDSUBSIDIARY OF TEE LAND LIMITED, BY PBT ENGINEERING PTE. LTD. (AN INTERESTEDPERSON TRANSACTION AS DEFINED IN CHAPTER 9 OF THE LISTING MANUAL OF THE

SINGAPORE EXCHANGE SECURITIES TRADING LIMITED)

Independent Financial Adviser to the Relevant Directors of TEE Land Limited

TATA CAPITAL MARKETS PTE. LTD.(Incorporated in the Republic of Singapore)

(Company Registration Number: 200820715M)

IMPORTANT DATES AND TIMES:-

Last date and time for lodgement of Proxy Form : 26 April 2014 at 9.00 a.m.

Date and time of Extraordinary General Meeting : 28 April 2014 at 9.00 a.m.

Place of Extraordinary General Meeting : Rose Room I & II, Upper Lobby Level York Hotel, 21 Mount Elizabeth, Singapore 228516

TABLE OF CONTENTS

DEFINITIONS ...................................................................................................................................... 3

1. INTRODUCTION ........................................................................................................................ 5

2. OVERVIEW OF THE TRANSACTION........................................................................................ 6

2.1 OVERVIEW OF THE TRANSACTION........................................................................................ 6

2.2 OVERVIEW OF THE INTERESTED PERSON.......................................................................... 9

3. CHAPTER 9 OF THE LISTING MANUAL ................................................................................ 9

3.1 REQUIREMENTS OF CHAPTER 9 OF THE LISTING MANUAL.............................................. 9

3.2 APPLICATION OF CHAPTER 9 OF THE LISTING MANUAL .................................................. 10

4. INFORMATION ON THE TRANSACTION ................................................................................ 10

4.1 INFORMATION ON PBT ............................................................................................................ 10

4.2 RATIONALE FOR THE PROPOSED TRANSACTION AND THE BENEFIT TO THE GROUP .. 10

5. IFA OPINION.............................................................................................................................. 11

6. DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTERESTS .................................... 11

7. AUDIT COMMITTEE OPINION AND THE RECOMMENDATION BY THE RELEVANTDIRECTORS .............................................................................................................................. 12

8. SHAREHOLDERS AND DIRECTOR WHO WILL ABSTAIN FROM VOTING .......................... 12

9. EXTRAORDINARY GENERAL MEETING ................................................................................ 12

10. ACTION TO BE TAKEN BY SHAREHOLDERS ........................................................................ 12

11. CONSENT .................................................................................................................................. 13

12. DIRECTORS’ RESPONSIBILITY STATEMENT ........................................................................ 13

13. DOCUMENTS AVAILABLE FOR INSPECTION ...................................................................... 13

APPENDIX .......................................................................................................................................... 14

NOTICE OF EXTRAORDINARY GENERAL MEETING...................................................................... 21

PROXY FORM

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DEFINITIONS

In this Circular, the following definitions apply throughout unless otherwise stated:

“Act” : The Companies Act (Chapter 50) of Singapore as amended fromtime to time

“ABV Systems” : ABV Systems Pte. Ltd.

“Audit Committee” : The audit committee of the Company for the time being

“Board” or “Board of Directors” : The board of directors of the Company

“CDP” : The Central Depository (Pte) Limited

“CEO” : The Chief Executive Officer

“Company” : TEE Land Limited

“Controlling Shareholder” : A person who:

(a) holds directly or indirectly 15% or more of the total numberof issued shares (excluding treasury shares) in thecompany; or

(b) in fact exercises control over a company

“Depositors” : The term “Depositors” shall have the meaning ascribed to it bysection 130A of the Act

“Director” : A director for the time being of the Company

“EGM” : The extraordinary general meeting of the Shareholders, notice ofwhich is set out on page 21 of this Circular

“EPS” : Earnings per Share

“FY” or “Financial Year” : Financial year ended 31 May

“Group” : The Company and its subsidiaries

“IFA” or “Tata Capital” : Tata Capital Markets Pte. Ltd.

“Relevant Directors” : The Directors who have no interest in the Proposed Transaction,being Er. Dr. Lee Bee Wah, Mr. Phua Cher Chew, Mr. BoonChoon Kiat, Dato Paduka Timothy Ong Teck Mong, Dr. Tan KheeGiap, Mr. Chin Sek Peng and Mr. Lim Teck Chai, Danny

“Latest Practicable Date” : 8 April 2014 being the latest practicable date prior to the printingof this Circular

“Listing Manual” : The listing manual of the SGX-ST

“NTA” : Net tangible asset

“NAV” : Net asset value

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“PBT” : PBT Engineering Pte. Ltd., a wholly owned subsidiary of TEEInternational

“Shares” : Ordinary shares in the capital of the Company

“Shareholders” : Registered holders of Shares except that where the registeredholder is CDP, the term “Shareholders” in relation to Shares heldby CDP shall mean the persons named as Depositors in theDepository Register maintained by CDP and to whose securitiesaccounts such Shares are credited

“Substantial Shareholder” : A Shareholder whose interests in the Company’s issued sharecapital are equal to or more than 5 per cent. (5%)

“TEE Industrial” : TEE Industrial Pte. Ltd., a wholly owned subsidiary of theCompany

“TEE International” : TEE International Limited, the Controlling Shareholder of theCompany

“TOP” : Temporary occupation permit

“m” : Metres

“sq m” : Square metres

“S$”, “SGD” or “$” and “cents” : Singapore dollars and cents respectively

“%” : Percentage and per centum

Any reference in this Circular to any enactment is a reference to that enactment as for the time beingamended or re-enacted. Any word defined under the Act or any statutory modification thereof and usedin this Circular shall have the meaning assigned to it under the said Act.

Words importing the singular number shall include the plural number where the context admits and viceversa. Words importing the masculine gender shall include the feminine gender where the contextadmits. Reference to persons shall, where applicable, include corporations.

Any reference to a time of a day in this Circular is a reference to Singapore time.

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TEE LAND LIMITED(Incorporated in the Republic of Singapore)(Company Registration No. 201230851R)

Directors : Registered Office :

Er. Dr. Lee Bee Wah (Non-Executive Chairman and Independent Director) Blk 2024 Bukit Batok Mr. Phua Cher Chew (Executive Director and Chief Executive Officer) Street 23 #03-26Mr. Boon Choon Kiat (Executive Director and Finance Director) Singapore 659529Ms. Saw Chin Choo (Non-Executive Director)Dato Paduka Timothy Ong Teck Mong (Non-Executive Director)Dr. Tan Khee Giap (Independent Director)Mr. Chin Sek Peng (Independent Director)Mr. Lim Teck Chai, Danny (Independent Director)

11 April 2014

To: The Shareholders of TEE Land Limited

Dear Sir / Madam,

PROPOSED SUPPLY OF SERVICES TO TEE INDUSTRIAL PTE. LTD., A WHOLLY-OWNEDSUBSIDIARY OF TEE LAND LIMITED, BY PBT ENGINEERING PTE. LTD. (AN INTERESTEDPERSON TRANSACTION AS DEFINED IN CHAPTER 9 OF THE LISTING MANUAL OF THESINGAPORE EXCHANGE SECURITIES TRADING LIMITED)

1. INTRODUCTION

The Company intends to carry out addition and alteration works to its property at 25 Bukit BatokStreet 22 Singapore 659591 (the “Property”) (the “Upgrading Works”). Upon completion of theUpgrading Works, the Company intends to lease the Property to TEE International, the ControllingShareholder of the Company, to be used as its corporate headquarters.

The Company appointed Faithful+Gould Pte. Limited (the “Project Manager”) as the projectmanager for the tender process and evaluation as well as the Upgrading Works. The Companyalso appointed Bescon Consulting Engineers Pte (mechanical & electrical services designconsultant), Turner & Townsend Pte Limited (quantity surveyor and cost consultant) (“T&T”), KCLConsultants Pte. Ltd. (civil and structural engineers) and Metaphor Design + Architecture Pte. Ltd.(architects) (hereinafter collectively referred to as the “Consultants”) as its consultants for thetender process and evaluation as well as the Upgrading Works.

None of the Directors and/or Substantial Shareholders and/or their respective associates, haveany interest, direct or indirect, in the Project Manager or the Consultants.

Upon completion of the tender process and evaluation, the Project Manager has recommendedand the Company has agreed, subject to Shareholders’ approval, that PBT Engineering Pte. Ltd.(“PBT”) should be appointed as the main contractor for the Upgrading Works. PBT is a whollyowned subsidiary of TEE International, the Controlling Shareholder of the Company, and istherefore an interested person within the meaning of Chapter 9 of the Listing Manual.

In this respect, the Company’s wholly owned subsidiary, TEE Industrial, proposes to issue a letterof award to PBT (the “Letter of Award”), and to subsequently enter into a formal agreement withPBT, which terms shall be in accordance with the “Articles and Conditions of Building Contract,Ninth Edition, Reprint August 2011 (Lump Sum Contract) published by the Singapore Institute ofArchitects (the “Main Contract”), which is subject to Shareholders’ approval (the “ProposedTransaction”).

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The Board of Directors proposes to seek the approval of Shareholders at the EGM to be convenedin relation to the Proposed Transaction which is an interested person transaction as defined inChapter 9 of the Listing Manual.

The purpose of this Circular is to explain the reasons for, and to provide Shareholders withinformation relating to, the proposals to be tabled at the EGM.

2. OVERVIEW OF THE PROPOSED TRANSACTION

2.1 Overview of the Proposed Transaction

(a) Tender Process and Recommendation by the Project Manager

The Project Manager, overseen by TEE Industrial and the Company, had carried out thetender process for the main contractor with the support of the Consultants who provided therelevant technical and commercial tender evaluation reports. Mr. Yap Shih Chia, the ChiefOperating Officer of the Company and a director of TEE Industrial, and Mr. MuhammadHaifan Bin Usali, the General Manager (Projects) of the Company, were involved andworked with the Project Manager and the Consultants in the tender process, but not therecommendation. The tender process and recommendation is briefly set out as follows:

(i) Eight contractors (as recommended by the Project Manager and the Consultants (the“Evaluation Panel”)) were shortlisted and invited to participate in the tender, of whichsix contractors (including PBT) eventually participated by making submission tenders.

(ii) The tender evaluation process on the tenderers’ submissions consisted of (i) generalinformation, (ii) quantitative evaluation of the tenderers’ prices and (iii) an evaluationmatrix combining both qualitative and quantitative matters. The evaluation matrix wasa scoring system based on criteria such as the tenderers’ project knowledge, relevantmanpower expertise, proposed programme, proposed method statements (i.e. thetenderers’ proposed methods and work processes to be adopted in carrying out theUpgrading Works) and financial condition (the “Tender Evaluation Matrix”).

(iii) Of the six contractors who made submission tenders, the Evaluation Panel eliminatedtwo contractors whose tender offers were significantly higher than both theCompany’s budget and the pre-tender estimate prepared by the cost consultant.Amongst the four remaining contractors, two were eliminated as one’s tender offer didnot include the costs for mechanical, electrical and piling works, and the other did notprovide its technical submissions despite being repeatedly asked to do so.

(iv) The two remaining contractors were sent tender questionnaires, which containedclarifications from the Consultants in respect of the contractors’ submission tenders, apost tender addendum with a revised interior design layout, and also invited for atender interview. Between the two, PBT had the lower initial tender offer and a higherscore on the Tender Evaluation Matrix.

(v) The Evaluation Panel conducted the tender interviews with the two remainingcontractors in the presence of the Project Manager, as well as representatives fromthe Company who were in attendance as observers. Mr. Muhammad Haifan Bin Usaliand Mr Johnson Chan, a project manager of the Company, were at both tenderinterviews, and Mr. Yap Shih Chia was present at the tender interview with PBT.

(vi) Following submission of the two remaining contractors’ tender questionnaires, revisedsubmission tenders (which included their revised programmes) and revised tenderoffers, as well as having conducted the tender interviews, the Evaluation Panel was ofthe view that PBT’s programme was more comprehensive and thorough, and thatPBT better understood the project requirements. Compared with the other remainingcontractor, PBT’s programme contained the details and elements required (forexample, TOP date and mechanical, electrical and plumbing works) for the UpgradingWorks to be carried out in a timely fashion. Further, PBT’s revised tender price wasalso more competitive, being approximately 0.4% lower than that of the otherremaining contractor.

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(vii) The two remaining contractors then submitted their final revised tender offers, andupon final assessment and evaluation, the Project Manager recommended that PBT,with a final tender price of S$13,316,000, which was approximately 3.9% lower thanthat of the other remaining contractor, be appointed as the main contractor for theUpgrading Works.

The Project Manager has confirmed to the Company that its recommendations for the awardof the tender to PBT were made independently by the Evaluation Panel and it did notreceive and has not acted on any instructions from TEE International, the ControllingShareholder of TEE International (Mr. Phua Chian Kin) and/or its/his associates in thisregard.

None of the directors or shareholders of the Project Manager is related to the Directors orControlling Shareholder of the Company.

(b) Salient Terms of the Letter of Award

Some of the salient terms of the Letter of Award are as follows:

(i) The contract sum for the Upgrading Works shall be S$12,716,000 (the “ContractSum”).

(ii) Upon receipt of a written notice from Metaphor Design + Architecture Pte. Ltd. (the“Architect”), TEE Industrial and PBT shall enter into a formal agreement (the “MainContract”), which terms shall be in accordance with the “Articles and Conditions ofBuilding Contract, Ninth Edition, Reprint August 2011 (Lump Sum Contract)”published by the Singapore Institute of Architects.

(iii) PBT shall, with due care and diligence, execute and complete the Upgrading Worksand remedy any defect therein to the satisfaction of TEE Industrial and the Architectand in strict accordance with the conditions of the specifications, drawings and allother documents in PBT’s final tender offer.

(iv) No variations shall be permitted, subject to requirements of the relevant governmentauthorities and/or TEE Industrial’s approval. All discrepancies and variations from aconstruction aspect shall be deemed to be included in the Contract Sum.

(v) PBT is to at all times fully comply with the requirements, codes and regulations of therelevant government authorities.

(vi) The liquidated damages payable by PBT for failure to comply with the completion datefor the Upgrading Works shall be the rate of S$7,000 (as recommended by T&T, thequantity surveyor, who took into account the estimated value and duration of theUpgrading Works) per calendar day.

(vii) The Contract Sum shall not be subject to fluctuations in the cost of labour, materials,plant, equipment, tools, transport, exchange rates, taxation or any other factors, andsubject only to adjustments expressly provided for in the Main Contract, such asvariations to the scope of the Upgrading Works.

(viii) Payment period for TEE Industrial shall be 35 days (as compared to the Group’stypical payment period of 30 days for its other suppliers) upon submission of a validtax invoice by PBT.

Save as disclosed above, the terms of the Letter of Award are similar to letters of awardgranted by TEE Industrial to other third parties.

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(c) Scope of the Upgrading Works

The Property consists of an existing three storey detached factory and a mezzanine floorwith a total gross floor area of about 3,279 sq m. Upon completion of the Upgrading Works,the Property will consist of a seven storey factory and ancillary offices, with a total grossfloor area of about 6,491.75 sq m. The scope of the Upgrading Works is set out briefly asfollows:

i. General preliminaries;

ii. Demolition;

iii. Foundation and sub-structure;

iv. Frame;

v. Upper Floors;

vi. Staircase;

vii. Roof;

viii. Internal and external walls;

ix. Doors and windows;

x. Internal and external architectural finishes;

xi. Sanitary wares and fittings;

xii. Builder’s works in connection;

xiii. External works;

xiv. Interior fit-out works;

xv. Facade and cladding;

xvi. Soft scape; and

xvii. Mechanical and electrical works.

(d) The Contract Sum

The Contract Sum of S$12,716,000 was revised downward by S$600,000 from PBT’s finaltender offer price of S$13,316,000, as piling works have been removed from the UpgradingWorks. The piling works include the reinforcement of the Property’s existing foundations andthe installation of micro-piles (the “Piling Works”), for which TEE Industrial has engaged athird party contractor, ABV Systems Pte. Ltd. (“ABV Systems”), to carry out for the contractsum of S$476,988, so that the Upgrading Works can be commenced as soon as possible.

Taking into consideration (i) the cost quotations for the Piling Works as provided by the othertenderers in their submission tenders and by PBT in its final tender offer price; (ii) thecontract sum for the Piling Works as agreed with ABV Systems; and (iii) the commercialenvironment and market practice of the industry, the Audit Committee are of the view thatthe downward revision of S$600,000 for the removal of the Piling Works is reasonable.

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2.2 Overview of the Interested Person

TEE Industrial is a wholly-owned subsidiary of the Company and is an entity at risk within themeaning of Chapter 9 of the Listing Manual (“Chapter 9”) in relation to the Proposed Transaction.

TEE International is the Controlling Shareholder of the Company. As at the Latest PracticableDate, TEE International is interested in approximately 70.69% of the issued and paid-up sharecapital of the Company. PBT is a wholly owned subsidiary of TEE International and is therefore aninterested person within the meaning of Chapter 9 of the Listing Manual in relation to the ProposedTransaction.

The Company and TEE Industrial have been working and dealing with Mr. Henry Chia, the SeniorProject Director of PBT, and his project team in respect of the Upgrading Works. Neither Mr. HenryChia nor any of the members of his project team are related to the Directors or ControllingShareholder of the Company.

Mr. Phua Chian Kin is the group chief executive, managing director and Controlling Shareholder ofTEE International, the Controlling Shareholder of the Company. Mr. Phua Chian Kin is also anexecutive director of PBT.

An explanation of the applicable Listing Manual requirements, and the implications thereof, are setout in Paragraph 3 of this Circular.

Tata Capital has been appointed as the IFA to the Relevant Directors to advise the RelevantDirectors on whether the Proposed Transaction is carried out on normal commercial terms and willnot be prejudicial to the interests of the minority Shareholders.

3. CHAPTER 9 OF THE LISTING MANUAL

3.1 Requirements of Chapter 9 of the Listing Manual

Under Chapter 9, where an entity at risk proposes to enter into a transaction with interestedpersons of the issuer, shareholders’ approval and/or an immediate announcement is required inrespect of that transaction if its value is equal to or exceeds certain financial thresholds.

Pursuant to Listing Rule 906, shareholders’ approval (in addition to an immediate announcement)is required where:

(a) the value of such transaction is equal to or exceeds 5% of the Group’s latest audited NTA; or

(b) the value of such transaction with interested persons when aggregated with the values ofother transactions previously entered into with the same interested person in the samefinancial year, equals to or exceeds 5% of the Group’s latest audited NTA, such aggregationneed not include any transaction that has been approved by shareholders previously or isthe subject of aggregation with another transaction that has been previously approved byshareholders.

Interested person transactions below $100,000 each are to be excluded.

Pursuant to Listing Rule 909, the value of a transaction is the amount at risk to the issuer. This isillustrated by the following examples:

(a) In the case of a party-owned subsidiary or associate company, the value of the transactionis the issuer’s effective interest in that transaction;

(b) In the case of a joint venture, the value of the transaction includes the equity participation,shareholders’ loans and guarantees given by the entity at risk; and

(c) In the case of borrowing of funds from an interested person, the value of the transaction isthe interest payable on the borrowing. In the case of lending of funds to an interestedperson, the value of the transaction is the interest payable on the loan and the value of theloan.

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3.2 Application of Chapter 9 of the Listing Manual

As set out in Paragraph 2 of this Circular, TEE Industrial is an entity at risk and PBT is aninterested person for purposes of Chapter 9 of the Listing Manual. Based on the Group’s latestaudited financial statements as at 31 May 2013, being the financial statements for the financialyear ended 31 May 2013, the Group’s latest audited NTA was approximately S$84,600,000.

As set out in Paragraph 2 of this Circular, PBT’s final tender offer in respect of the UpgradingWorks and as set out in the Letter of Award is S$12,716,000, which constitutes approximately15.03% of the Group’s latest audited NTA as at 31 May 2013. As the value of such considerationexceeds the financial threshold prescribed under Listing Rule 906(1) of the Listing Manual, being5% of the latest audited NTA of the Group as at 31 May 2013, which is approximatelyS$4,200,000, Shareholders’ approval of the Proposed Transaction is required pursuant to ListingRule 906 of the Listing Manual.

4. INFORMATION ON THE PROPOSED TRANSACTION

4.1 Information on PBT

Incorporated in 1996, PBT is an established engineering services provider that is mainly engagedin the provision of addition, alteration and upgrading of existing buildings, mechanical and electricalengineering services. PBT has provided services to and completed projects for several reputableand repeat clients such as Capitaland Retail Project Pte. Ltd., SMRT Trains Ltd and NanyangTechnological University, and has been awarded with contract sums of more than S$10,000,000 foreach project.

PBT is a wholly owned subsidiary of TEE International, the Controlling Shareholder of theCompany. The directors of PBT are Mr. Phua Chian Kin, Mr. Phua Boon Kin, and Ms. Saw ChinChoo. Ms. Saw Chin Choo is also a non-executive Director of the Company.

4.2 Rationale for the Proposed Transaction and the benefit to the Group

The Directors who have no interest in the Proposed Transaction, being Er. Dr. Lee Bee Wah, Mr.Phua Cher Chew, Mr. Boon Choon Kiat, Dato Paduka Timothy Ong Teck Mong, Dr. Tan Khee Giap,Mr. Chin Sek Peng and Mr. Lim Teck Chai, Danny (the “Relevant Directors”) are of the view that itwould be in the best interests of the Group to enter into the Proposed Transaction with PBT for theUpgrading Works.

Upon completion of the tender process and evaluation, PBT has been recommended by theProject Manager to be appointed as the main contractor for the Upgrading Works based on thefollowing reasons:

(a) PBT had demonstrated a sound understanding of the project and its requirements.Compared with the other remaining contractor, PBT’s tender submissions were morecomprehensive and took into account the various critical construction activities, indicatingthat they had a clearer understanding of the scope of the Upgrading Works;

(b) PBT has a positive track record, having completed projects of similar scale and value to theProposed Transaction for several reputable clients, as set out in paragraph 4.1 above;

(c) PBT has a good financial credit rating;

(d) PBT’s final tender price of S$13,316,000 was the most competitive, which wasapproximately 3.9% lower than that of the other remaining contractor;

(e) the Consultants have concluded that PBT had met the technical criteria, and uponassessment had the highest technical score in respect of the Tender Evaluation Matrix; and

(f) PBT had proposed the shortest working programme and timeline for the Upgrading Works.The next proposed shortest working programme and timeline was that offered by the otherremaining contractor, which was longer by about one and half months.

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5. IFA OPINION

Pursuant to Chapter 9, which requires that an IFA be appointed, Tata Capital has been appointedto advise the Relevant Directors on whether the Proposed Transaction is on normal commercialterms and is not prejudicial to the interests of the Company and its minority Shareholders.

The letter from Tata Capital to the Relevant Directors (the “IFA Letter”), containing its advice in full,is set out in the Appendix to this Circular. Tata Capital‘s opinion in respect of the ProposedTransaction is summarised in italics below:

“Having regard to the considerations set out in this letter and the information available to us as atthe Latest Practicable Date, we are of the opinion that the Proposed Transaction is on normalcommercial terms and is not prejudicial to the interests of the Company and its minorityShareholders” .

6. DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTERESTS

As at the Latest Practicable Date, save as disclosed below, none of the Directors have any director deemed interest in the Shares of the Company:

Number of Shares

Direct % Deemed %Interest Interest

Directors

Er. Dr. Lee Bee Wah(1) 310,000 0.069 – –

Mr. Phua Cher Chew(1) 150,000 0.034 – –

Mr. Boon Choon Kiat – – – –

Ms. Saw Chin Choo(1) 133,000 0.03 – –

Dato Paduka Timothy Ong 490,000 0.11 – –Teck Mong(1)

Dr. Tan Khee Giap – – – –

Mr. Chin Sek Peng 260,000 0.058 100,000 0.022

Mr. Lim Teck Chai, Danny – – – –

Number of Shares

Direct % Deemed %Interest Interest

Substantial Shareholders

TEE International(1) 275,876,000 61.74 40,000,000 8.95

Mr. Phua Chian Kin(1) (2) 3,000,000 0.67 315,876,000 70.69

Mdm. Tay Kuek Lee(1) (2) – – 318,876,000 71.36

Notes:

(1) As at the Latest Practicable Date, Er. Dr. Lee Bee Wah, Mr. Phua Cher Chew, Ms. Saw Chin Choo, Dato PadukaTimothy Ong Teck Mong, Mr. Phua Chian Kin and Mdm. Tay Kuek Lee hold, directly and indirectly, 764,000(0.155%), 666,556 (0.135%), 1,232,859 (0.25%), 3,673,279 (0.745%), 272,724,420 (55.316%) and 266,043,496(53.961%) shares in TEE International respectively.

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(2) Mr. Phua Chian Kin has influence over the exercise of the rights in relation to the shares in TEE International heldby his spouse, Mdm. Tay Kuek Lee and vice versa. Accordingly, they are deemed to have an interest in the Sharesheld by TEE International.

Ms. Saw Chin Choo, our non-executive Director, and TEE International, the ControllingShareholder of the Company, is a director and the sole shareholder respectively, of PBT, theinterested person within the meaning of Chapter 9 of the Listing Manual in relation to the ProposedTransaction. Save as disclosed above, none of the Directors or Controlling Shareholders of theCompany has any interest, direct or indirect, in the Proposed Transaction.

7. AUDIT COMMITTEE OPINION AND THE RECOMMENDATION BY THE RELEVANTDIRECTORS

7.1 Having considered the terms and the rationale of the Proposed Transaction, as well as the advicegiven by the IFA, the Audit Committee is of the opinion that the Proposed Transaction is on normalcommercial terms and is not prejudicial to the interests of the Company and its minorityShareholders. The opinion of the Audit Committee on the Proposed Transaction does not differfrom that of the IFA.

7.2 Having considered the terms and the rationale of the Proposed Transaction, as well as the advicegiven by the IFA, the Relevant Directors are of the view that the Proposed Transaction is in thebest interests of the Company and accordingly, recommend that Shareholders vote in favour of theordinary resolution to approve the Proposed Transaction as set out in the notice of EGM on page21 of this Circular.

8. SHAREHOLDERS AND DIRECTOR WHO WILL ABSTAIN FROM VOTING

TEE International, which is interested in the Proposed Transaction by virtue of its shareholdings inPBT, will abstain, and has undertaken to ensure that its associates will abstain, from voting at theEGM in respect of the resolution to approve Proposed Transaction.

Mr. Phua Chian Kin, who is interested in the Proposed Transactions by virtue of his shareholdingsin TEE International, will abstain, and has undertaken to ensure that its associates will abstain,from voting at the EGM in respect of the resolution to approve the Proposed Transaction.

Ms. Saw Chin Choo, our non-executive Director, who is also a director of PBT, has abstained fromvoting at the Board meeting in respect of the resolution to approve the Proposed Transaction. Ms.Saw Chin Choo, being a Shareholder of the Company, will abstain, and has undertaken to ensurethat her associates will abstain, from voting at the EGM in respect of the resolution to approve theProposed Transaction.

9. EXTRAORDINARY GENERAL MEETING

The EGM, notice of which is set out on page 21 of this Circular, is being convened at Rose Room I& II, Upper Lobby Level, York Hotel, 21 Mount Elizabeth, Singapore 228516 on 28 April 2014 at9.00 a.m. for the purpose of considering and, if thought fit, passing, with or without anymodifications, the resolution set out therein.

10. ACTION TO BE TAKEN BY SHAREHOLDERS

Shareholders who are unable to attend the EGM and wish to appoint a proxy to attend and vote atthe EGM on their behalf will find attached to this Circular a Proxy Form which they are requestedto complete, sign and return in accordance with the instructions printed thereon as soon aspossible and in any event so as to arrive at the registered office of the Company not less than 48hours before the time fixed for the EGM. The sending of a Proxy Form by a Shareholder does notpreclude him from attending and voting in person at the EGM if he finds that he is able to do so.

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11. CONSENT

The IFA to the Relevant Directors, Tata Capital, has given and has not withdrawn its writtenconsent to the issue of this Circular with the inclusion herein of and references to its name and toact in such capacity in relation to this Circular.

12. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors of the Company collectively and individually accept full responsibility for theaccuracy of the information given in this Circular and confirm after making all reasonable enquiriesthat, to the best of their knowledge and belief, this Circular constitutes full and true disclosure of allmaterial facts about the Proposed Transaction, the Company and its subsidiaries, and theDirectors are not aware of any facts the omission of which would make any statement in thisCircular misleading. Where information in the Circular has been extracted from published orotherwise publicly available sources or obtained from a named source, the sole responsibility ofthe Directors has been to ensure that such information has been accurately and correctly extractedfrom those sources and/or reproduced in the Circular in its proper form and context.

13. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the IFA Letter and the draft form of the Letter of Award may be inspected at theregistered office of the Company at Block 2024 Bukit Batok Street 23, #03-26, Singapore 659529,during normal business hours for three (3) months from the date hereof.

Yours faithfully

for and on behalf of the Board of DirectorsPhua Cher ChewChief Executive OfficerTEE Land Limited

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APPENDIX

LETTER FROM THE IFA TO THE RELEVANT DIRECTORS

TATA CAPITAL MARKETS PTE. LTD.(Incorporated in the Republic of Singapore)(Company Registration No. 200820715M)

8 Shenton Way #19-01 AXA TowerSingapore 068811

11 April 2014

The Relevant Directors TEE Land LimitedBlock 2024 Bukit Batok Street 23#03-26

Singapore 659529

Dear Sir / Madam,

PROPOSED SUPPLY OF SERVICES TO TEE INDUSTRIAL PTE. LTD. (“TEE INDUSTRIAL”), AWHOLLY-OWNED SUBSIDIARY OF TEE LAND LIMITED, BY PBT ENGINEERING PTE. LTD. (ANINTERESTED PERSON TRANSACTION AS DEFINED IN CHAPTER 9 OF THE LISTING MANUAL OFTHE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED)

1. INTRODUCTION

The Company intends to carry out addition and alteration works to its property at 25 Bukit BatokStreet 22 Singapore 659591 (the “Property”) (the “Upgrading Works”). Upon completion of theUpgrading Works, the Company intends to lease the Property to TEE International, the ControllingShareholder of the Company, to be used as its corporate headquarters.

The Company appointed Faithful+Gould Pte. Limited (the “Project Manager”) as the projectmanager for the tender process and evaluation as well as the Upgrading Works. The Companyalso appointed Bescon Consulting Engineers Pte (“BCE”) (mechanical & electrical services designconsultant), Turner & Townsend Pte Limited (“T&T” or the “Cost Consultant”) (quantity surveyorand cost consultant), KCL Consultants Pte. Ltd. (civil and structural engineers) and MetaphorDesign + Architecture Pte Ltd (“MDA”) (architect) (hereinafter collectively referred to as the“Consultants”) as its consultants for the tender process and evaluation as well as the UpgradingWorks.

None of the Directors and/or Substantial Shareholders and/or their respective associates, haveany interest, direct or indirect, in the Project Manager or the Consultants.

Upon completion of the tender process and evaluation, the Project Manager has recommendedand the Company’s wholly-owned subsidiary, TEE Industrial, has agreed, subject to Shareholders’approval, that PBT Engineering Pte Ltd (“PBT”) should be appointed as the main contractor for theUpgrading Works. In this respect, the Company is seeking Shareholders’ approval to issue a letterof award (“Letter of Award”) to PBT, and to subsequently enter into a formal agreement with PBT,for the appointment as the main contractor for the Upgrading Works (the “Proposed Transaction”).

PBT is a wholly owned subsidiary of TEE International (which is interested in approximately70.69% of the issued and paid-up capital of the Company as at the Latest Practicable Date) and istherefore an interested person within the meaning of Chapter 9 of the Listing Manual in relation tothe Proposed Transaction. As the contract value of the Proposed Transaction exceeds 5% of thelatest audited NTA of the Group as at 31 May 2013, which is approximately S$4,200,000,Shareholders’ approval of the Proposed Transaction is required pursuant to Listing Rule 906 of theListing Manual.

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In compliance with the requirements of Chapter 9 of the Listing Manual, Tata Capital Markets Pte.Ltd. (“Tata Capital”) has been appointed as the independent financial adviser to provide anopinion on whether the Proposed Transaction is on normal commercial terms and whether it isprejudicial to the interests of the Company and its minority Shareholders.

This letter sets out our evaluation of the terms of the Proposed Transaction and our advice to theRelevant Directors thereon. It will form part of the Company’s circular to its Shareholders dated 11April 2014 (the “Circular”). Unless otherwise defined or the context otherwise requires, all termsdefined in the Circular shall have the same meaning herein.

2. TERMS OF REFERENCE

Tata Capital has been appointed to evaluate the terms of the Proposed Transaction and to advisethe Relevant Directors on whether the Proposed Transaction is on normal commercial terms andwhether it is prejudicial to the interests of the Company and its minority Shareholders.

Our views as set forth in this letter are based on the prevailing market, economic and industryconditions, and our analysis of the information provided in the Circular as well as informationprovided to us by the Company and its representatives, as of the Latest Practicable Date. As such,we do not assume any responsibility to update or revise our opinion in light of any subsequentdevelopment after the Latest Practicable Date that may affect our opinion contained herein.

We were neither a party to the negotiations entered into by the Company in relation to theProposed Transaction, nor were we involved in the deliberations leading up to the decision on thepart of the Directors to seek approval for the Proposed Transaction. We do not, by this letter,warrant the merits of the Proposed Transaction, other than to provide an opinion on whether theProposed Transaction is on normal commercial terms and whether it is prejudicial to the interestsof the Company and its minority Shareholders.

It is not within our terms of reference to evaluate or comment on the legal, commercial andfinancial merits and/or risks of the Proposed Transaction and as such, we do not express anopinion thereon. We are also not addressing the relative merits of the Proposed Transaction ascompared to any alternative transactions previously considered by the Company or that otherwisemay be available to the Company in the future. Such evaluations or comments are and remain thesole responsibility of the Directors although we may draw upon their views or make suchcomments in respect thereof (to the extent deemed necessary or appropriate by us) in arriving atour opinion as set out in this letter.

In the course of our evaluation, we have held discussions with the Project Manager andmanagement of the Company (the “Management”) and have examined publicly availableinformation in respect of the Group collated by us as well as information provided andrepresentations made to us by the Management, including information contained in the Circular.We have not independently verified such information, whether written or verbal, and accordinglycannot and do not warrant the accuracy or completeness of such information. The Directors andthe Management of the Company have confirmed to us that, upon making all reasonable enquiriesand to the best of their knowledge and belief, all material information available to them inconnection with the Proposed Transaction have been disclosed to us, that such information is trueand accurate in all material respects and that there is no other information or fact, the omission ofwhich would cause any information contained herein to be inaccurate, incomplete or misleading inany material respect. We have, nevertheless, made reasonable enquiries and exercised ourjudgement on the reasonable use of such information, and have found no reason to doubt thereliability of the information.

We have been furnished with the main contractor tender recommendation report (the“Recommendation Report”) issued by the Project Manager (which is supported by the technicaland commercial tender evaluation reports submitted by BCE, T&T and MDA). In respect of theRecommendation Report, we have placed sole reliance thereon for the information containedtherein and have not made any independent verification of the matters or bases set out in theRecommendation Report.

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The scope of our appointment does not require us to express, and we do not express, a view onthe future growth prospects and earnings potential of the Company. In addition, we are notexpressing any view herein as to the future financial performance of the Company after thecompletion of the Proposed Transactions and the Upgrading Works.

In arriving at our recommendation, we have not had regard to the specific investment objectives,financial situation, tax position, risk profile or unique needs and constraints of any individualShareholder or any specific group of Shareholders. As different Shareholders may have differentinvestment objectives, we would advise you to recommend that any individual Shareholder orgroup of Shareholders who may require specific advice in the context of his or their investmentobjectives or portfolio should consult his or their stockbroker, bank manager, solicitor, accountantor other professional advisers.

We have prepared this letter for the use by the Audit Committee and the Relevant Directors for thepurpose of their consideration of the Proposed Transaction. The recommendations made to theShareholders in relation to the Proposed Transaction shall remain the responsibility of the RelevantDirectors.

The Company has been separately advised by its other advisers in the preparation of the Circular(other than this letter) and we take no responsibility for and express no views, express or implied,on the contents of the Circular (other than this letter). Whilst a copy of this letter may bereproduced in the Circular, neither the Company, the Directors nor any other persons mayreproduce, disseminate or quote this letter (or any part thereof) for any other purposes at any timeand in any manner without the prior written consent of Tata Capital in each specific case, exceptfor the forthcoming EGM.

Our opinion in relation to the Proposed Transaction should be considered in the context ofthe entirety of this letter and the Circular.

3. THE PROPOSED TRANSACTION

Information on the details of the Proposed Transaction, including the scope of the UpgradingWorks, the tender process, the recommendation of the Project Manager, salient terms of the Letterof Award and rationale for the Proposed Transaction, can be found in Sections 2 and 4 of theCircular and we recommend that the Relevant Directors advise independent Shareholders to readthe details of the Proposed Transaction contained in the Circular carefully.

4. EVALUATION OF THE TERMS OF THE PROPOSED TRANSACTION

In the course of our evaluation of the terms of the Proposed Transaction, we have considered thefollowing factors which have a significant bearing on our assessment:-

(a) the rationale for and benefits of the Proposed Transaction;

(b) the tender process; and

(c) the financial terms of the Proposed Transaction.

4.1 Rationale for and benefits of the Proposed Transaction

It is not within our terms of reference to comment or express an opinion on the commercialmerits of the Proposed Transaction or the future prospects of the Company. Nevertheless,we have reviewed and taken into consideration the rationale for the Proposed Transaction as setout in Section 4.2 of the Circular and which is reproduced in italics below:

“The Directors who have no interest in the Proposed Transaction, being Er. Dr. Lee Bee Wah, Mr.Phua Cher Chew, Mr. Boon Choon Kiat, Dato Paduka Timothy Ong Teck Mong, Dr. Tan KheeGiap, Mr. Chin Sek Peng and Mr. Lim Teck Chai, Danny (the “Relevant Directors”) are of the viewthat it would be in the best interests of the Group to enter into the Proposed Transaction with PBTfor the Upgrading Works.

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Upon the completion of the tender process and evaluation, PBT has been recommended by theProject Manager to be appointed as the main contractor for the Upgrading Works based on thefollowing reasons:

(a) PBT has demonstrated a sound understanding of the project and its requirements.Compared with the other remaining contractor, PBT’s tender submissions were morecomprehensive and took into account the various critical construction activities, indicatingthat they had a clearer understanding of the scope of the Upgrading Works;

(b) PBT has a positive track record, having completed projects of similar scale and value to theProposed Transaction for several reputable clients, as set out in paragraph 4.1 above;

(c) PBT has a good financial credit rating;

(d) PBT’s final tender price of S$13,316,000 was the most competitive, which wasapproximately 3.9% lower than the other remaining contractor;

(e) the Consultants have concluded that PBT had met the technical criteria and uponassessment had the highest technical score in respect of the Tender Evaluation Matrix; and

(f) PBT had proposed the shortest working programme and timeline for the Upgrading Works.The next proposed shortest working programme and timeline was that offered by the otherremaining contractor, which was longer by about one and half months.”

4.2 Tender process

We have reviewed the tender process as set out in the Recommendation Report and note thefollowing:

(a) The Consultants were asked to recommend potential contractors to be invited for the tenderand a list of eight contractors were shortlisted by the Project Manager and the Consultantsand invited to participate in the tender, of which six contractors (including PBT) eventuallyparticipated by making tender submissions;

(b) The pre-tender estimate for the Upgrading Works prepared by the Cost Consultant wasestimated to be S$15,036,807 (“Pre-tender Estimate”). Out of the 6 tenders submitted,one was disqualified as the tender price did not include mechanical and engineering(“M&E”) cost and piling cost, whilst two of the tenders submitted were significantly higherthan the Pre-tender Estimate;

(c) After the tender results were opened, it was agreed that the three qualifying lowesttenderers will be shortlisted and invited for the tender interview. The purpose of the tenderinterview is to provide the shortlisted tenderers with an opportunity to raise queries and/orseek clarifications relating to the Upgrading Works and/or tender documents. In this respect,we note that the tender prices of the three qualifying lowest tenderers were all below thePre-tender Estimate and that PBT had submitted the lowest initial tender price out of thethree qualifying lowest tenderers. Due to incomplete technical submission by the third lowesttenderer despite being issued reminders, the Project Manager only recommended to invitePBT and the second lowest tenderer (“Second Lowest Tenderer”) for the tender interview;

(d) In preparation for the tender evaluation process, a weighted tender assessment scorecardwas developed and the assessment criteria, their respective weightings and the members ofthe evaluation panel (“Evaluation Panel”) comprising of representatives from the ProjectManager and the Consultants were collectively agreed. The weighted tender assessmentscorecard consisted of a combination of qualitative and quantitative criteria, which includes,inter alia, past project performance and track record, staffing resources, tender price andquality of pricing submission, credit rating of the tenderer, implementation plans andconstruction programme. In this respect, we note that PBT obtained a significantly higherweighted score of 88.4 points (out of 100) vis-à-vis the Second Lowest Tenderer which had

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a weighted score of 62.3 points (out of 100) based on the assessment of the EvaluationPanel. The Evaluation Panel was of the view that PBT’s programme was morecomprehensive and thorough, and that PBT better understood the project requirements;

(e) Tender questionnaires seeking confirmations on matters relating to the tenders and a posttender addendum with a revised interior design layout were sent to both PBT and thesecond lowest tenderer and a revised tender pricing (taking into account the revised interiordesign layout) was obtained from both PBT and the Second Lowest Tenderer. In thisrespect, we note that PBT’s revised tender price is approximately 0.4% lower than that ofthe Second Lowest Tenderer and both tenders were below the Pre-tender Estimate;

(f) Pursuant to final negotiations, both PBT and the Second Lowest Tenderer were asked tosubmit their final revised tender price (which was to include prime cost sum1 and the maincontractor’s profit mark up and attendance2 for the lift nominated subcontractor3). In thisrespect, we note that PBT’s final tender price of S$13,316,000 (excluding GST) isapproximately 3.9% lower than the final tender price of the Second Lowest Tenderer andbelow the Pre-tender Estimate;

(g) The Project Manager’s recommendation to appoint PBT as the main contractor for theUpgrading Works is supported by the following key points:

i. PBT has demonstrated a solid understanding of the project and requirements;

ii. Positive track record and good financial credit rating;

iii. Is recommended by every member of the Evaluation Panel who has scored for thetechnical criteria; and

iv. Acceptable working programme and timeline.

4.3 The financial terms of the Proposed Transaction

4.3.1 Final tender price and contract sum

The final tender price submitted by PBT is S$13,316,000 (excluding GST) (“Final Tender Price”),which is approximately 3.9% lower than the final tender price submitted by the Second LowestTenderer. In connection thereof and upon the recommendation of the Project Manager and theEvaluation Panel, the Company is proposing to grant the Letter of Award with a lump sum contractvalue of S$12,716,000 (“Contract Sum”) to PBT for the appointment as the main contractor for theUpgrading Works, subject to Shareholders’ approval. In this respect, it is noted that the ContractSum of S$12,716,000, which represents a downward revision of S$600,000 from the Final TenderPrice of S$13,316,000, was negotiated and agreed with PBT as Piling Works has been removedfrom the schedule of work required under the tender and TEE Industrial has engaged a third partycontractor, ABV Systems Pte Ltd, to carry out the Piling Works for the Upgrading Works for acontract sum of S$476,988 so that the Upgrading Works can be commenced as soon as possible.Further, we note that the Contract Sum is approximately 4.7% lower than the adjusted final tenderprice of the Second Lowest Tenderer (after adjusting to exclude the price quoted for piling works inits final tender submission).

Taking into consideration (i) the cost quotations for the Piling Works as provided by the othertenderers in their submission tenders and by PBT in its final tender offer price; (ii) the contract sumfor the Piling Works as agreed with ABV Systems; and (iii) the commercial environment andmarket practice of the industry, the Audit Committee is of the view that the downward revision ofS$600,000 for the removal of the Piling Works is reasonable.

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1 Prime cost sum is an allowance for the supply of work or materials to be provided by a contractor nominated by the client.2 Attendance refers to the main contractor’s mark up for specific services it has to provide for individual sub-contractors such

as material handling, scaffolding and rubbish clearance. 3 A nominated subcontractor is a subcontractor nominated by the client to carry out an element of the construction works and

imposed upon the main contractor after the main contractor has been appointed.

4.3.2 Liquidation damages and payment terms

We note that the Letter of Award provides for liquidated damages in the event that PBT fails tocomply with the stipulated completion date for the Upgrading Works, at a rate of S$7,000 percalendar day (“Liquidated Damages”) including Sundays and public holidays, for remaining worksbeyond the completion date (as recommended by T&T who took into account the estimated valueand duration of the Upgrading Works). Further, the payment period for the construction contractshall be 35 days (“Credit Period”) upon submission of a valid tax invoice by PBT. In this regard,we have reviewed the liquidated damages clause of past letters of awards granted by the Group tounrelated third party contractors for projects undertaken by the Group (excluding joint ventureprojects) over the past 24 months (“Past LOAs”) and noted that the daily rate in respect ofLiquidated Damages provided under the Letter of Award is more favourable to the Group ascompared to the Past LOAs (which had liquidated damages rates ranging from S$2,500/day toS$5,000/day). In respect of the payment terms, it is noted that the Credit Period of 35 daysprovided under the Letter of Award is more favourable to the Group as compared to the usualcredit period granted by the Group’s other suppliers of 30 days4.

5. OUR OPINION

In arriving at our opinion in respect of the Proposed Transaction, we have given due considerationsto, inter alia, the following pertinent factors:-

(a) the rationale for the Proposed Transaction (as set out in Section 4.2 of the Circular);

(b) the tender process was managed by the Project Manager and the tender evaluation wasperformed by an independent Evaluation Panel comprising of representatives from theProject Manager and the Consultants;

(c) the eight contractors invited to participate in the tender were shortlisted based on therecommendations of the Consultants;

(d) the tender prices of the three qualifying lowest tenderers were all below the Pre-tenderEstimate and that PBT had submitted the lowest initial tender price out of the threequalifying lowest tenderers and had proposed the shortest working programme and timelinefor the Upgrading Works;

(e) In respect of the weighted tender assessment scorecard, PBT obtained a significantly higherweighted score of 88.4 points (out of 100) vis-à-vis the Second Lowest Tenderer which hada weighted score of 62.3 points (out of 100) based on the assessment of the EvaluationPanel;

(f) The Final Tender Price of S$13,316,000 submitted by PBT is below the Pre-tender Estimateand approximately 3.9% lower than the final tender price submitted by the Second LowestTenderer;

(g) PBT is recommended by every member of the independent Evaluation Panel who hasscored for the technical criteria and accordingly recommended by the Project Manager to beappointed as the main contractor for the Upgrading Works;

(h) The Project Manager has confirmed to the Company that the recommendation for the awardof the tender to PBT was made independently by the Evaluation Panel and that it did notreceive and has not acted on any instructions from TEE International, the ControllingShareholder of TEE International (Mr. Phua Chian Kin) and/or its/his associates in thisregard;

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4 As disclosed under Note 17 of the Notes to Financial Statements of the Company’s annual report for the financial year ended31 May 2013.

(i) The Contract Sum of S$12,716,000 is approximately 4.7% lower than the adjusted finaltender price of the Second Lowest Tenderer (after adjusting to exclude the price quoted forpiling works in its final tender submission); and

(j) The financial terms of the Proposed Transaction provided under the Letter of Award are noless favourable to the Group as compared to the letters of awards granted by the Group tounrelated third party contractors for projects undertaken by the Group (excluding jointventure projects) over the past 24 months.

Having regard to the considerations set out in this letter and the information available to usas at the Latest Practicable Date, we are of the opinion that the Proposed Transaction is onnormal commercial terms and is not prejudicial to the interests of the Company and itsminority Shareholders.

Our opinion is addressed to the Relevant Directors for their benefit, in connection with and for thepurpose of their consideration of the Proposed Transaction. The recommendation to be made bythe Relevant Directors to the independent Shareholders in relation to the Proposed Transactionshall remain the responsibility of the Relevant Directors.

Whilst a copy of this letter may be reproduced in the Circular, neither the Company, the Directorsnor any other person may reproduce, disseminate or quote this letter (or any part thereof) for anyother purpose at any time and in any manner without our prior written consent in each specificcase, except for the forthcoming EGM and for the purposes of the Proposed Transaction. Thisletter is governed by and to be construed in accordance with the laws of Singapore, and is strictlylimited to the matters stated herein and does not apply by implication to any other matter.

For and on behalf ofTATA CAPITAL MARKETS PTE. LTD.

Wayne Lee Chin Ing Foo Say NamCEO & Executive Director Vice President Head of Corporate Finance Corporate Finance

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TEE LAND LIMITED(Incorporated in the Republic of Singapore)(Company Registration No. 201230851R)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (“EGM”) of the Members of TEELAND LIMITED. (the “Company”) will be held at Rose Room I & II, Upper Lobby Level, York Hotel, 21Mount Elizabeth, Singapore 228516 on 28 April 2014 at 9.00 a.m. for the purpose of considering and, ifthought fit, passing with or without any modifications the following ordinary resolution:-

PROPOSED SUPPLY OF SERVICES TO TEE INDUSTRIAL PTE. LTD., A WHOLLY-OWNEDSUBSIDIARY OF TEE LAND LIMITED, BY PBT ENGINEERING PTE. LTD. (AN INTERESTEDPERSON TRANSACTION AS DEFINED IN CHAPTER 9 OF THE LISTING MANUAL OF THESINGAPORE EXCHANGE SECURITIES TRADING LIMITED)

THAT:–

(a) approval be and is hereby given for the Company’s wholly-owned subsidiary, TEE Industrial PteLtd (“TEE Industrial”), to issue a letter of award to PBT Engineering Pte Ltd (“PBT”), and tosubsequently enter into a main contract with PBT, as the main contractor to carry out the proposedaddition and alterations works to upgrade the Company’s property at 25 Bukit Batok Street 22,Singapore 659591, (the “Proposed Transaction”); and

(b) the Directors of the Company (with the exception of Ms. Saw Chin Choo) be and are herebyauthorised to complete and do all acts and things as they may consider necessary or expedient forthe purposes of or in connection with the Proposed Transaction and to give effect to thisResolution (including but not limited to the execution of other ancillary documents, procurement ofthird party consents and making of amendments to the Proposed Transaction) as they shall thinkfit and in the interests of the Company.

By Order of the BoardMs Juliana Tan Beng HweeMr Ng Tah WeeJoint Company SecretariesSingapore 11 April 2014

Notes:-

1. A Member of the Company entitled to attend and vote at the above EGM may appoint not more than two proxies to attendand vote instead of him. A proxy need not be a member and where there is more than one proxy, the proportion (expressedas a percentage of the whole) of his shareholding to be represented by each proxy must be stated.

2. The instrument appointing a proxy shall, in the case of an individual, be signed by the appointer or his attorney, and in thecase of a Corporation shall be either under the Common Seal or signed by its attorney or an officer on behalf of theCorporation.

3. The instrument appointing a proxy must be deposited at the Share Registrar’s office of the Company at B.A.C.S. PrivateLimited, 63 Cantonment Road, Singapore 089758, not less than forty-eight (48) hours before the time for holding themeeting.

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TEE LAND LIMITED(Co. Reg. No. 201230851R)(Incorporated in The Republic of Singapore)

PROXY FORM(Please see notes overleaf before completing this Form)

I/We

of

being a member/members of TEE LAND LIMITED (the “Company”), hereby appoint:

Name NRIC / Passport Number Proportion of Shareholdings

No. of Shares %

Address

and/or (delete as appropriate)

Name NRIC / Passport Number Proportion of Shareholdings

No. of Shares %

Address

or failing him/her, the Chairman of the Meeting as my/our proxy/proxies to vote for me/us on my/ourbehalf at the Extraordinary General Meeting (“EGM”) of the Company to be held at Rose Room I & II,Upper Lobby Level, York Hotel, 21 Mount Elizabeth, Singapore 228516 on 28 April 2014 at 9.00 a.m. andat any adjournment thereof. I/We direct my/our proxy/proxies to vote for the Ordinary Resolutionproposed at the EGM as indicated hereunder. If no specific direction as to voting is given or in the eventof any other matter arising at the EGM and at any adjournment thereof, the proxy/proxies will vote orabstain from voting at his/her discretion. The authority herein includes the right to demand or to join indemanding a poll and to vote on a poll.

(Please indicate your vote “For” or “Against” with a tick [�] within the box provided.)

No. Ordinary Resolutions For Against

1 To (a) approve the Proposed Transaction and (b) authorise anyDirector (with the exception of Ms. Saw Chin Choo) to do suchacts and things to give effect to the Proposed Transaction

Dated this day of 2014.

Signature of Shareholder(s) or,Common Seal of Corporate Shareholder

IMPORTANT: PLEASE READ NOTES OVERLEAF BEFORE COMPLETING THIS PROXY FORM

Total number of Shares in: No. of Shares

(a) CDP Register

(b) Register of Members

IMPORTANT:

1. For investors who have used their CPF monies to buy TEE LANDLIMITED’s shares, this Report is forwarded to them at the request ofthe CPF Approved Nominees and is sent solely FOR INFORMATIONONLY.

2. This Proxy Form is not valid for use by CPF investors and shall beineffective for all intents and purposes if used or purported to be usedby them.

3. CPF investors who wish to attend the Meeting as an observer mustsubmit their requests through their CPF Approved Nominees withinthe time frame specified. If they also wish to vote, they must submittheir voting instructions to the CPF Approved Nominees within thetime frame specified to enable them to vote on their behalf.

�

Notes:

1. Please insert the total number of Shares held by you. If you have Shares entered against your name in the DepositoryRegister (as defined in Section 130A of the Companies Act, Chapter 50 of Singapore), you should insert that number ofShares. If you have Shares registered in your name in the Register of Members, you should insert that number of Shares. Ifyou have Shares entered against your name in the Depository Register and Shares registered in your name in the Registerof Members, you should insert the aggregate number of Shares entered against your name in the Depository Register andregistered in your name in the Register of Members. If no number is inserted, the instrument appointing a proxy or proxiesshall be deemed to relate to all the Shares held by you.

2. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or two proxiesto attend and vote in his/her stead. A proxy need not be a member of the Company.

3. Where a member appoints two proxies, the appointments shall be invalid unless he/she specifies the proportion of his/hershareholding (expressed as a percentage of the whole) to be represented by each proxy.

4. The instrument appointing a proxy or proxies must be deposited at the Share Registrar’s office of the Company at B.A.C.S.Private Limited, 63 Cantonment Road, Singapore 089758 not less than 48 hours before the time appointed for the Meeting.

5. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorized inwriting. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either underits seal or under the hand of an officer or attorney duly authorised. Where the instrument appointing a proxy or proxies isexecuted by an attorney on behalf of the appointor, the letter or power of attorney or a duly certified copy thereof must belodged with the instrument.

6. A corporation which is a member may authorise by resolution of its directors or other governing body such person as itthinks fit to act as its representative at the Meeting, in accordance with Section 179 of the Companies Act, Chapter 50 ofSingapore.

General:

The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed orillegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in theinstrument appointing a proxy or proxies. In addition, in the case of Shares entered in the Depository Register, the Company mayreject any instrument appointing a proxy or proxies lodged if the member, being the appointor, is not shown to have Shares enteredagainst his name in the Depository Register as at 48 hours before the time appointed for holding the Meeting, as certified by TheCentral Depository (Pte) Limited to the Company.