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Adjustment To The Conversion Price Of CapitaLand Limited's S$380,000,000 5/8 Per Cent. Convertible Bonds Due 2007

BackMay 07, 2004

The Board of Directors (the "Board") of CapitaLand Limited ("CapitaLand" or the "Company") refers to the S$380,000,000 5/8 per cent. Convertible Bonds due 2007 (the "Bonds") issued by CapitaLand and the announcement dated 6 February 2004 made by CapitaLand (the "Announcement") in connection with the establishment of a new real estate investment trust called CapitaCommercial Trust ("CCT") and the distribution in specie of approximately 60 per cent. of the issued units in CCT ("CCT Units") to the shareholders of CapitaLand (the "Distribution") by way of a capital reduction. Unless otherwise defined, capitalised terms used in this announcement shall have the same meaning as defined in the terms and conditions of the Bonds (the "Terms and Conditions").

The Terms and Conditions of the Bonds provide for adjustments to be made to the conversion price of the Bonds (the "Conversion Price") in the event of the payment or the making of a Capital Distribution (as defined in the Terms and Conditions) by CapitaLand to its shareholders. In accordance with the Terms and Conditions, CapitaLand appointed The Hongkong and Shanghai Banking Corporation Limited as the Independent Bank to determine the Fair Market Value on the date of the Announcement of the portion of the Capital Distribution attributable to one ordinary share of CapitaLand ("Share").

The Board is pleased to set out below, a summary of the adjustment to the Conversion Price.

Applying the formula in Condition 6.3.3 of the Terms and Conditions:

Adjusted Conversion Price = Conversion Price x ((A - B) / A)

Where:

Conversion Price = S$2.3358 per Share.

A = S$1.685 being the Current Market Price of one Share on the last Trading Day preceding the date of the announcement of the Distribution.

B = S$0.2444 being the Fair Market Value on the date of the announcement of the Distribution, as determined in good faith by the Independent Bank, of the portion of the Capital Distribution attributable to one Share.

The Adjusted Conversion Price is therefore S$1.9970.

In accordance with the Terms and Conditions, the adjustment to the Conversion Price will take effect on 15 May 2004, being the date on which the Distribution will be made. A copy of this announcement will be despatched to Bondholders in due course.

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In particular, the units of CapitaLand Commercial Trust have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the U.S. Securities Act. The units of CapitaLand Commercial Trust are only being offered outside the United States in reliance on Regulation S under the U.S. Securities Act or otherwise pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the U.S.

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