the straits trading company...

The Straits Trading Company Limited

Extraordinary General Meeting

16 January 2013

Responsibility Statement

The directors of The Straits Trading Company Limited (“STC”) (including any who may have delegated detailed supervision of this investor presentation) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this investor presentation are fair and accurate and that no material facts have been omitted from this investor presentation, and they jointly and severally accept responsibility accordingly. Where any information has been extracted or reproduced from published or publicly available sources (including, without limitation, in relation to WBL Corporation Limited (“WBL”)), the sole responsibility of the directors of STC has been to ensure through reasonable enquiries that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this investor presentation.

RESOURCES • PROPERTY • HOSPITALITY © Copyright 2013, The Straits Trading Company Limited. All rights reserved.

Disclaimer

This investor presentation should be read in conjunction with the full text of the possible offer announcement dated 26 November 2012 released by Standard Chartered Bank on behalf of STC, the full text of the announcement dated 26 November 2012 released by STC in relation to the Proposed Transactions and the circular dated 31 December 2012 (“Circular”) issued by STC in relation to the Proposed Transactions. Unless otherwise defined in this investor presentation, capitalised terms used herein shall have the same meanings as ascribed to them in the Circular. Shareholders are advised to read all the announcements and documents relating to the Proposed Transactions that have been or shall be released by STC in connection with the Proposed Transactions, copies of which may be obtained from the SGX-ST website (www.sgx.com).

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Section I

IntroductionIntroduction

Introduction

� On 26 November 2012, The Straits Trading Company Limited (“STC” or the “Company”) announced that it

had entered into two separate conditional stock purchase agreements with Aberdeen Asset Management

Asia Limited (acting in its capacity as fund manager and agent for its clients) (“Aberdeen”) and certain

funds and portfolios managed by Third Avenue Management LLC (“Third Avenue Vendors”) for the

purchase of up to approximately 23.58% of the total issued WBL Stock Units1

� Proposed Transactions subject to STC’s shareholders’ approval

� Upon approval of STC’s shareholders, Standard Chartered Bank on behalf of STC will announce a

mandatory conditional general offer for all the remaining stock units of WBL not already owned, controlled

or agreed to be acquired by the Company and parties acting in concert with the Company (“Offer”)


� Proposed Acquisitions are in line with STC’s “Transformation Strategy” – Existing minority shareholding in

WBL (c.17.0%) to be transformed into a strategic stake in WBL (c.44.5% stake held by STC together with its

concert parties)

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Note: (1) Based on the total number of issued WBL stock units of 271,499,751 as at 24 December 2012

Summary of the Proposed Transactions

Proposed Acquisitions

� Proposed acquisition of up to approximately 23.58% stake1 in WBL from Aberdeen and Third Avenue Vendors

� 1.07 new STC shares as consideration for each WBL stock unit (up to 68.5m new STC shares to be issued to Aberdeen and Third Avenue Vendors)

� No cash outlay

Offer

� The mandatory conditional general offer for all WBL stock units not already owned, controlled or agreed to be acquired by the Company and its concert parties

� Offer Price:

� 1.07 new STC shares for each WBL stock unit, as adjusted in accordance with the terms of the Offer (“Share Consideration”); or


� S$3.41 in cash for each WBL stock unit, as adjusted in accordance with the terms of the Offer (“Cash Consideration”)

Potential Maximum Cash

Outlay

� Up to S$547 million based on the Cash Consideration of S$3.41 per WBL stock unit and assuming (i) 100% acceptances of the Offer and the Convertible Bonds Offer, and (ii) all WBL Stockholders and WBL Bondholderselect the Cash Consideration and Bonds Offer Cash Consideration respectively

Key Approvals

� SGX-ST’s approvals on Circular and listing of new STC shares (obtained on 24 December 2012)

� STC’s shareholders’ approvals for the Proposed Acquisitions, the Offer and the Convertible Bonds Offer and issuance of new STC shares

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The Proposed Transactions comprise of (1) the Proposed Acquisitions and (2) the Offer and the Convertible

Bonds Offer

Note: (1) Based on the total number of issued WBL stock units of 271,499,751 as at 24 December 2012

Section II

Rationale for the Proposed TransactionsRationale for the Proposed Transactions

Rationale for the Proposed Transactions

Proposed Acquisitions in line

with STC’s “Transformation”

strategy

Potential for continued growth in

WBL

1

2

Broadening of STC’s investor

base 6


Reasonable acquisition price

Allows WBL earnings to be

accounted in STC’s financials 4

Well positioned to work closely with

WBL Board to unlock value

5 3

7

WBL CORPORATION

LIMITED

Automotive Property TechnologyEngineering &

DistributionOthers

� Automotive distributor in Singapore, Malaysia, Hong Kong, Indonesia and Thailand representing 11 premium brands

� More than 20 years in property development in China

� Strong track record of 28 developments totaling 2,320,000 sq

� NASDAQ-listed MFLEX (57% owned) and SGX-listed MFS Technology (77% owned) are major players in the FPC

� Systems integrator for broadcasting and multimedia, communications and IT, security and surveillance industries

� Property management

� Production and distribution of agro-technology and bio-electronic products

Potential for Continued Growth in WBL

� Market capitalization: S$1,086m1

� Gross debt: S$558m2

� Revenue: S$2,464m2

� Net profit to stockholders: S$75m2

� Stockholders’ equity: S$944m2

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WBL CORPORATION

LIMITED


Description

11 premium brands

� “Prestige Division” comprises super luxury marquees of Bentley, Bugatti and McLaren

totaling 2,320,000 sq m

� More than 95% of launched residential units sold and commercial spaces fully leased as at the end of FY2011

players in the FPCand PCB industries

� MFLEX is among the top 3 providers of flexible circuit boards for top selling smartphone models3

surveillance industries

� Supplier and distributor of construction materials; sand mining, commercial laundry and industrial equipment, etc

� Investments in financial services and IT companies

� Provision of management and financial services to related companies

FY12 Revenues S$892m S$143m S$1,246m S$136m S$47m

FY12 Segment Results S$29m S$11m S$61m S$11m S$(0)m

Portfolio of leading businesses – automotive distribution, property development and MFLEX

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Note: (1) Market capitalisation based on total outstanding WBL stock units of 271,499,751 as at 24 December 2012; (2) Based on the unaudited financial statements of WBL for the financial year ended 30 September 2012; (3) MFLEX investor presentation November 2012

3.403.51

0.0

2.0

4.0

6.0

8.0

10.0

Nov-04 Nov-05 Nov-06 Nov-07 Nov-08 Nov-09 Nov-10 Nov-11 Nov-12

WBL Stock Price (S$)

Well Positioned To Work Closely With WBL Board To Unlock Value

Stock Price1 (S$)Absolute return since

24 Nov 2004

Latest traded price 3.51 3%

52 W High 3.85 13%

52 W Low 2.75 -19%

Note: (1) Based on data extracted from Bloomberg on 23 November 2012

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STC to emerge as largest WBL stockholder post the Proposed Acquisitions and will be well positioned to work closely with


% Stockholding Before the Proposed Acquisitions2 After the Proposed Acquisitions3

STC 17% 41%

Tecity 4% 4%

Third Avenue Vendors 16% 0%

Aberdeen 7% 0%

Others 55% 55%

Total 100% 100%

STC would have a

stockholding of 46%

to 96% if the Offer is

successful

STC to emerge as largest WBL stockholder post the Proposed Acquisitions and will be well positioned to work closely with

the WBL board to pursue initiatives to unlock stockholder value

STC has a track record of transforming and repositioning businesses

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Note: (2) Stockholding percentage based on total WBL stock units outstanding of 271,499,751 as at 24 December 2012; (3) Assumes that the Proposed Acquisitions have been completed

3.48 3.51 3.53 3.57 3.48

3.11

3.85

2.75

Value Comparisons – Consideration vs. Historical WBL Stock Prices1 (S$)

3.41

3.89

Offer Price Book Market Based

Offer price

premium / (discount)

2

Reasonable Acquisition Price4

-2.0% -2.8% -3.4% -4.5% -2.0% 9.6% -11.4% 24.0%

11.8% 10.8% 10.2% 9.0% 11.8% 25.1% 1.0% 41.5%


Value of consideration

WBL net assets Last traded WBL price

1 month WBLVWAP

3 month WBL VWAP

6 month WBL VWAP

12 month WBL VWAP

52 week high

52 week low

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Note: (1) Benchmark WBL stock prices as at 23 November 2012; (2) Net assets calculated as stockholders equity based on the unaudited financial statements of WBL for the financial year ended 30 September 2012, divided by total issued WBL stock units of 271,152,261 as at 23 November 2012

Value of the Cash Consideration and Share Consideration as at the Last Trading Date (23 November 2012)

Value of the Share Consideration as at the Latest Practicable Date (24 December 2012)

Allows WBL Earnings To be Accounted In STC’s Financials

14

18

STC’s EPS After the Proposed Acquisitions1,3

(S$ cents)STC’s EPS After the Proposed Transactions2,3

(S$ cents)

14

20

5


FY11 EPS Proforma FY11 EPS FY11 EPS Proforma FY11 EPS

� STC would be able to account for WBL as an associate upon completion of the Proposed Acquisitions

� STC would be able to account for WBL as a subsidiary in the event STC holds >50% stake in WBL at the close of the Offer

� The resultant financial effects are expected to be positive on a historical pro forma basis

WBL would be accounted for as either a subsidiary or an associate in STC’s financials

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Note: (1) Assuming that the Proposed Acquisitions have been completed; (2) Assuming that the Proposed Acquisitions have been completed, and the Offer and the Convertible Bonds Offer are accepted in full only by way of the share consideration; (3) Based on WBL’s FY2012 results and STC’s FY2011 audited accounts

Broadening of STC’s Investor Base

% Shareholding Before the Proposed Transactions1 After the Proposed Acquisitions2 After the Proposed Transactions3

Tecity 89% 73% 51%

Others 11% 9% 37%

Third Avenue Vendors 0% 12% 8%

Aberdeen 0% 6% 4%

Total 100% 100% 100%

� Aberdeen and Third

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STC Shareholder Base


Singapore-based Asia Pacific headquarters of the Aberdeen Group, a specialist asset management company listed on the LSE

Manages a total of US$112.2 billion4

U.S.-registered investment adviser based in New York

c.US$12 billion of funds under management5

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� Aberdeen and Third

Avenue Vendors will be

substantial shareholders of

STC upon completion of

the Proposed Acquisitions

� In-line with STC’s long term

strategy to increase

investor base and increase

liquidity in STC shares

Proposed Acquisitions allows addition of two well respected, long term institutional investors into STC shareholder

base with no cash outlay and enables STC to maintain prudent gearing level even with Offer

Note: (1) Based on 325,897,000 STC shares in issue as at 24 December 2012; (2) Based on 394,397,775 STC shares in issue, assuming that the Proposed Acquisitions have been completed; (3) Based on 566,112,587 STC shares in issue, assuming that the Proposed Acquisitions have been completed, and the Offer and the Convertible Bonds Offer are accepted in full only by way of the share consideration; (4) As at 30 September 2012; (5) As at 31 October 2012

Set up in 1992 Founded in 1986

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