KrisEnergy : Responses to certain frequently asked questions in relation to the Preferential Offering

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR TO U.S. PERSONS

Nothing in this announcement constitutes an offer to buy, or a solicitation of an offer to sell, securities in the United States or any other jurisdiction in which such offer or solicitation would be unlawful. Securities may not be offered or sold in the United States absent registration pursuant to the U.S. Securities Act of 1933, as amended (the "Securities Act") or an exemption from registration. The securities referred to in this announcement will be sold only outside the United States, in "offshore transactions" in accordance with Regulation S under the Securities Act.

The Board of Directors (the "Board" or "Directors") of KrisEnergy Ltd. (the "Company") refers to the announcements dated 3 November 2016, 17 November 2016, 7 December 2016, 9 December

2016, 12 December 2016, 27 December 2016 and 6 January 2017, the circular to Shareholders dated 12 December 2016 (the "Circular") and the offering memorandum to Shareholders dated 6 January 2017 (the "Offering Memorandum") relating to, inter alia, the Preferential Offering.

Unless otherwise specified, capitalised terms used in this announcement shall have the same meanings ascribed to them in the Offering Memorandum.

For full details of the Preferential Offering, please refer to the Offering Memorandum. For avoidance of doubt, this document does not constitute as any amendment, modification, alternation, or supplement to the Circular and/or the Offering Memorandum. In the event of any inconsistency, the terms of the Offering Memorandum shall prevail.

The Company wishes to provide responses to certain frequently asked questions received from Shareholders to-date relating to the Preferential Offering.

1. Key Dates and Times

   1. What are the key dates and timeline?

   Activity	Key Dates and Times
   Shares trade ex-rights	29 December 2016 from 9.00 am
   Record Date	3 January 2017 at 5.00 pm
   Despatch of the Offering Memorandum (together with the ARE or PAL, as the case may be) to Entitled Shareholders	6 January 2017
   Commencement of Preferential Offering period	6 January 2017 (from 9.00 am for Electronic Applications)

   Close of Preferential Offering period	16 January 2017 at 5.00 pm (9.30 pm for Electronic Applications)
   Expected date of commencement of trading of the Zero Coupon Notes and the Warrants	25 January 2017

2. Transaction structure related questions

3. Please provide a summary of the proposed transaction and the salient terms.

   • The transaction is a non-renounceable and non-underwritten Preferential Offering to Entitled Shareholders, consisting seven-year SGD senior secured zero coupon notes with free detachable warrants attached.

   • The Preferential Offer structure will consist of an issue size of S$139,464,848 in principal amount of senior secured zero coupon notes due 2024 (the "Zero Coupon Notes") (defined as the "Notes" in the Offering Memorandum), with 1,255,183,632 free detachable warrants (the "Warrants"). Each Warrant carries the right to subscribe for one new share at an exercise price of S$0.110 (collectively, the "New Shares").

   • The Preferential Offering will be offered on the basis of 93 Zero Coupon Notes of principal amount of S$1.00 each with 837 Warrants for every 1,000 existing shares (the "Shares") in the capital of the Company.

   • The Warrants will be issued with an exercise price of S$0.110 (the "Exercise Price"), which is a 20.1% discount to the volume-weighted average price of the Shares as transacted on the SGX-ST for the three-month period up to and including 2 November 2016 (being the Market Day preceding the Preferential Offering Announcement) of S$0.1376, and a 24.1% discount to the closing price of the Shares quoted on SGX-ST on 2 November 2016 of S$0.145.

   • The Zero Coupon Notes will mature in 2024, on the seventh anniversary of the date that the Zero Coupon Notes will be issued (23 January 2017), with a zero coupon and issue price of 100% of the principal amount of the Notes or S$1.00 for each S$1.00 of principal amount of the Zero Coupon Notes.

   • The Expiration Date of the Warrants is the date falling 84 months following the date of issue of the Warrants, provided that if such date falls on a day other than a Market Day then the Market Day preceding the last day shall be the Expiration Date. The Warrants are exercisable from the date of issue until the Expiration Date.

4. What is the potential dilution faced by Entitled Shareholders?

   • The Warrants represent approximately 84% of the total number of issued Shares assuming all the Warrants are exercised.

5. Would the rights for Warrants be traded separately from rights for Zero Coupon Notes? Will the Warrants be listed and traded separately from Zero Coupon Notes?

   • For avoidance of doubt, unlike a renounceable rights issue, provisional allotment of the Zero Coupon Notes or the Warrants cannot be traded or renounced.

   • Upon listing, the Zero Coupon Notes and Warrants will be separately traded.

   • Based on the indicative timetable, the last date and time for acceptance of and payment for the Zero Coupon Notes with Warrants is 16 January 2017 at 5.00 pm for submission of forms and 16 January 2017 at 9.30 pm for Electronic Applications through ATMs of the Participating Bank.

   • Based on the indicative timetable, and subject to fulfilment of the conditions imposed by SGX-ST, the Zero Coupon Notes and Warrants will then be listed on SGX on 25 January 2017 from 9.00 am onwards as separate instruments.

6. What is the definition of "non-renounceable"?

   • If renounceable, Entitled Shareholders can trade their provisional allotments or renounce all or part of their provisional allotments in favour of a third party.

   • As the Preferential Offering is non-renounceable, Entitled Shareholders will not be able to trade or renounce their provisional allotments.

   • However, upon the listing and quotation of the Zero Coupon Notes and the Warrants, Entitled Shareholders who have subscribed for their entitlements under the Preferential Offering will be able to trade the Zero Coupon Notes and the Warrants on SGX-ST.

7. Why are the Warrants called "free" when in fact they have value?

   • The Warrants in this transaction are called "free" because they are packaged together with the Zero Coupon Notes and are offered free of cost to existing shareholders that have successfully subscribed for the Zero Coupon Notes, i.e. the subscribers of the Zero Coupon Notes only have to pay for the Zero Coupon Notes but do not have to pay to receive the Warrants.

   • Conversely, if an Entitled Shareholder does not successfully subscribe for any Zero Coupon Notes (failure to submit application on a timely basis, insufficient payment for an application etc.), they will not receive any Warrants.

   • Warrantholders will have to pay the Exercise Price of S$0.110 per each New Share should they decide to exercise the Warrant to purchase New Shares of the Company, at which time the Company will receive the full amount of the Exercise Price for each New Share converted. The Exercise Price is subject to certain adjustments in accordance with the terms and conditions of the Warrants to be set out in the Deed Poll.

8. Entitlements

10. Who can participate in the Preferential Offering?

    • Shareholders who are entitled to subscribe for the Zero Coupon Notes with Warrants ("Entitled Shareholders"), are existing shareholders:

      • with Shares standing to the credit of their Securities Accounts as at the Record Date or whose share certificates have not been deposited with The Central Depository (Pte) Limited ("CDP") as well as transferees who have tendered to the Company's share transfer agent M & C Services Private Limited ("Share Transfer Agent") registrable transfers of their Shares and the certificates relating thereto for registration up to the Record Date;

      • with registered addresses with the Company (in the case of scripholders) or CDP in Singapore as at the Record Date or who have, at least three Market Days prior to the Record Date (i.e. on 28 December 2016 or earlier), provided to CDP or the Share Transfer Agent, as the case may be, addresses in Singapore for the service of notices and documents; and

      • who are not, and are not acting for the account or benefit of, "U.S. persons" (as defined in Regulation S) and who are being offered, allotted and delivered securities in an "offshore transaction" (as defined in Regulation S) in accordance with Regulation S.

    • "Foreign Shareholders", who will not be entitled to subscribe for the Zero Coupon Notes with Warrants, are shareholders with registered addresses outside Singapore as at the Record Date and who have not at least three Market Days prior to the Record Date (i.e. on 28 December 2016 or earlier) provided CDP or the Share Transfer Agent, as the case may be, with addresses in Singapore for the service of notices or documents. The Record Date was 3 January 2017.

    • If there is any doubt as to the action you should take, please consult your own legal, financial, tax or other professional adviser.

    • If an Entitled Shareholder does not live in Singapore, he is advised to consult his own legal counsel prior to taking any actions concerning the Zero Coupon Notes with Warrants to ensure that he is in compliance with any applicable laws.

11. Why will Foreign Shareholders who have not provided a registered address in Singapore not receive any provisional allotments of Zero Coupon Notes with Warrants?

    • The distribution of this Offering Memorandum and its accompanying documents, and the purchase, exercise of or subscription for the Zero Coupon Notes or the Warrants by any persons who have registered addresses outside Singapore, or who are resident in, or citizens of countries other than Singapore, may be prohibited or restricted (either absolutely or subject to various relevant securities requirements, whether legal or administrative, being complied with) in certain jurisdictions under the relevant securities laws of those jurisdictions.