Keppel Philippines Holdings, Inc.KPH

Request for a voluntary trading suspension of the common shares of Keppel Philippines Holdings, Inc. (the “Company” or “KPHI”) (stock symbols: KPH and KPHB) in view of the disclosure of material information.

On February 20, 2025, the Company received a letter from Kepwealth, Inc. (“Kepwealth”) requesting the Company to obtain the relevant approvals for the voluntary delisting of the Company (the “Voluntary Delisting”) from The Philippine Stock Exchange, Inc. (“PSE”), and notifying the Company of its intention to make a tender offer (“Tender Offer”) for all the outstanding common shares of the Company (stock symbols: KPH and KPHB) owned by the other shareholders (other than those owned by the members of the Company’s Board of Directors with respect to their qualifying common shares). Kepwealth intends to do the Tender Offer at the price of ¿27.40 per share.

At a special meeting held by the Board of Directors of the Company on February 20, 2025, all of the members of the Board of Directors of the Company, including its three independent directors (which constitute all of its independent directors), approved the filing of an application by the Company for its Voluntary Delisting from the PSE in accordance with the Amended Voluntary Delisting Rules of the PSE, the Securities Regulation Code and its Implementing Rules and Regulations (as amended), and any or all applicable rules related thereto, subject to (1) the approval of the stockholders of the Company of the Voluntary Delisting, (2) the completion of the Tender Offer by Kepwealth; and (3) Kepwealth owning, upon completion of the Tender Offer, and together with its then existing stockholdings, a total of at least 95% of the issued and outstanding common shares of KPHI or such percentage as the PSE may allow to effect the Voluntary Delisting of KPHI.

At the same meeting, the Board of Directors of the Company approved to schedule the holding of a Special Stockholders’ Meeting on April 24, 2025, with record date of March 24, 2025, to submit for the approval of the stockholders the filing of an application for the Voluntary Delisting and other matters which may be included in the agenda.

The Company has made the relevant disclosures in respect of the foregoing information. To ensure that the investing public would have equal access to the disclosed information, the Company requests for a voluntary trading suspension of its common shares for the whole day of February 21, 2025.

KPH and KPHB

The voluntary trading suspension is requested to: (1) allow the disclosure to be disseminated to the investing public (including shareholders in different time zones) who may learn about the disclosures at a later time; and (2) give the trading participants and the investing public time to study the Company’s recent disclosures before transacting the common shares of the Company.

Please see attached SEC Form 17-C dated February 20, 2025 filed by KPHI.