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A Memorandum of Association (MOA) is a legal document that outlines the fundamental principles and objectives upon which a company operates. It serves as the company's charter or constitution and defines the scope of its activities. Here's a detailed note on the MOA:
Contents of Memorandum of Association:
Name Clause: This clause states the name of the company, which should end with words like "Limited" or "Ltd." for a public limited company and "Private Limited" or "Pvt. Ltd." for a private limited company.
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Registered Office Clause: It specifies the location where the company's registered office is situated. This office is where all official communications and notices are sent.
Objective Clause: This clause delineates the main objectives for which the company is formed. It's important to define these objectives clearly, as the company cannot undertake activities beyond those mentioned in this clause.
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Liability Clause: It outlines the extent of liability of the company's members. In the case of companies limited by shares, the liability of members is limited to the amount unpaid on their shares. For companies limited by guarantee, members' liability is limited to the amount they undertake to contribute if the company is wound up.
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Capital Clause: This clause specifies the authorized capital of the company, i.e., the maximum amount of share capital the company is authorized to issue. It also mentions the division of this capital into shares and their respective nominal value.
Association Clause: It simply states that the subscribers wish to form a company and agree to become members of it, in accordance with the terms of the MOA.
Importance of Memorandum of Association:
Legal Requirement: The MOA is a legal requirement for the formation of a company. It must be filed with the Registrar of Companies during the incorporation process.
Constitutional Document: It serves as the company's constitutional document, defining its scope, powers, and limitations.
Protection of Members: It protects the interests of the company's members by clearly defining the objectives and limiting their liability.
External Communication: It provides clarity to external parties, such as investors, creditors, and regulatory authorities, regarding the company's objectives and powers.
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Binding Authority: The company and its members are bound by the provisions of the MOA. Any action taken beyond its scope may be considered ultra vires (beyond the powers) of the company and therefore void.
Amendment of MOA:
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Grote partijen zijn al een tijdje onderweg met retail media. Ondertussen worden in dit domein ook de kansen zichtbaar voor andere spelers in de markt. Maar met die kansen ontstaan ook vragen: Zelf retail media worden of erop adverteren? In welke fase van de funnel past het en hoe integreer je het in een mediaplan? Wat is nu precies het verschil met marketplaces en Programmatic ads? In dit half uur beslechten we de dilemma's en krijg je antwoorden op wanneer het voor jou tijd is om de volgende stap te zetten.
2. Keppel has been transforming to create value
2
• Privatised Keppel
Land and
consolidated asset
managers under
Keppel Capital
• Privatised M1
and Keppel T&T
• Divested logistics and O&M businesses
• Removed conglomerate structure and
reorganised Keppel as one
integrated company
2015~2016 2018~2019 2022~2023
3. Creating solutions for a sustainable world
One Keppel, One Purpose
A GLOBAL ASSET MANAGER & OPERATOR
Comprising three horizontally-integrated platforms:
Fund
Management
Platform
1
Operating
Platform
3
Investment
Platform
2
with deep operating capabilities in Infrastructure,
Real Estate and Connectivity
3
4. Investors increasing
allocation to real assets
Energy transition &
climate change
Rapid urbanisation &
ageing populations
Digitalisation
4.0 4.6 5.5 6.3 6.8 7.2 7.6 8.5 9.0 10.1
11.7
13.3
23.2
2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2026F
Alternatives AUM
(US$ trillion)
1 2
3
4
5.8x
We are in the right space, at the right time, seizing
opportunities amidst macrotrends
Source: Preqin
4
5. Strong results for 1H23
5
NET PROFIT RECURRING INCOME ASSET MONETISATION
$3.6b 76% >$4.8b
Highest on record
in 55 years
of net profit from
continuing operations,
vs 48% in 1H22
announced since Oct 2020;
Target to reach $10~12b by
2026 and $17.5b eventually
6. 6
STI:
9.62%
Keppel:
118.0%
STI Keppel
i The figure of $2.19 is rounded to the nearest two decimal places; calculated based on a division of (a) the cash equivalent amount of the dividend declared
by the Company of $3,845,164,646.11, by (b) the Company's issued and paid-up share capital as at the Record Date of 1,751,959,918 KCL Shares (excluding
treasury shares).
ii The final value of the dividend in-specie will be based on the price of Keppel REIT units on the date the Proposed Distribution is completed, which is subject
to the approval of Keppel Corporation’s shareholders at an EGM to be held in due course.
Significantly outperformed Straits Times
Index over the 18-month period from
1 Jan 2022 to 30 Jun 2023
>12x
FY22 final cash
dividend of
18.0 cts/share
paid in May’23
1H23 interim cash
dividend of
15.0 cts/share to be
paid on 18 Aug’23
Keppel
Cash:
~4.6% cash dividend yield
based on Keppel’s closing
share price of $7.11
on 11 Aug 2023
$2.19i worth of SCM shares
distributed in-specie in Mar’23 for every
Keppel share held
Superior returns
Total distributions in 2023 Total shareholder return
1 KREIT unitii for every 5 Keppel
shares held
• Part of Keppel’s capital
management initiatives
• KREIT will benefit from larger
public float, wider investor base
and higher liquidity
55th Anniversary
Proposed Special Dividend in-Specie
In-Specie:
33.0 cts/share
Source: Bloomberg
7. The Keppel difference
7
Deep capabilities in engineering, developing, owning and operating specialised real assets as part
of Keppel’s DNA
Established asset manager with over 20 years of track record, seasoned management team and
established LP network
17% IRR / 1.8x
equity multiple
average deal returns
since 2002
$53.2b
As at end-Jun 2023
Returns achieved FUM
Capital deployed
Funds raised
$17.6b
Investments completed
over 3 years
(2020-2022)
$9.5b
Capital raised
over 3 years
(2020-2022)
Infrastructure Real Estate Connectivity
I
II
8. Connecting investors with Keppel’s proprietary assets
Providing exclusive access to high-quality, strategic infrastructure, real estate and connectivity assets that
produce strong inflation-protected cash flows, leveraging Keppel’s deep operating capabilities.
8
Keppel Data
Centre Campus
at Genting Lane
First two buildings
fully contracted;
planning for more
capacity
Keppel Sakra
Cogen Plant
Singapore’s first
hydrogen-ready and
most efficient
power plant
Bifrost Subsea
Cable System
World’s largest
capacity high-speed
optical cable across
the Pacific Ocean
Keppel South
Central
Next-generation smart,
super low energy
commercial building
in Singapore’s CBD
Park Avenue
Central
Prime office and retail
development in the
heart of downtown
Shanghai
9. Accelerating growth in asset management
9
i Includes carrying values of identified assets on the balance sheet, as well as gross asset values of certain identified underlying assets held in joint
ventures, that can be potentially converted into fee-bearing Funds Under Management (FUM). Notes receivables (vendor notes issued by Asset Co)
amounting to c.$4.3b is included.
>$13b
of asset and M&A deals currently
being pursued across Infrastructure,
Real Estate and Connectivity
Infrastructure
25%
Real Estate
62%
Connectivity
13%
End-Jun 2023
$65.6b
Infrastructure
22%
Real Estate
62%
Connectivity
16%
End-Jun 2023
$53.2b
AUMi FUM
Includes ~$10b of dry powder
Includes $12.4b of assets on
Keppel’s balance sheet that can be
potentially converted into future FUM
>5
new funds for infrastructure, SUR,
education, data centres and debt,
etc., being raised and planned for
launch in next 2 years
Laser-focused to grow FUM to $100b by 2026 and $200b by 2030
10. With an established track record as an asset
manager and the deep domain knowledge of an
operator, Keppel is a preferred partner to our LPs.
As we grow our recurring income and achieve our
FUM and monetisation targets, Keppel aims to
continue delivering superior returns to our
shareholders.
10
11. Disclaimer
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
THAT JURISDICTION. THIS PRESENTATION SHALL NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO SELL, SUBSCRIBE FOR OR BUY SECURITIES IN ANY JURISDICTION,
INCLUDING IN THE UNITED STATES.
This presentation is for information purposes only and does not have regard to your specific investment
objectives, financial situation or your particular needs. Any information in this presentation is not to be
construed as investment or financial advice and does not constitute an invitation, offer or solicitation of any
offer to acquire, purchase or subscribe for securities or other financial instruments in Keppel Corporation
Limited (“Keppel”). The past performance of Keppel is not indicative of the future performance of Keppel.
You should exercise judgment in your own financial decisions. If in doubt, please consult with your
professional advisers.
Unless explicitly indicated otherwise, all monetary values denoted as ‘$’ within this presentation are to be
interpreted as referring to Singapore dollars.
11