Pricing Supplement

GLL IHT PTE. LTD. (Incorporated with limited liability in Singapore) Guaranteed by GUOCOLAND LIMITED (Company Registration No.: 197600660W) S$3,000,000,000 Multicurrency Medium Term Note Programme

SERIES NO: 013 TRANCHE NO: 001 S$200,000,000 4.70 Per Cent. Senior Perpetual Securities Issue Price: 100 per cent.

Dealers DBS Bank Ltd. The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch

The date of this Pricing Supplement is 22 May 2013.

This Pricing Supplement relates to the Tranche of Perpetual Securities referred to above. This Pricing Supplement, under which the Perpetual Securities described herein (the Perpetual Securities) are issued, is supplemental to, and should be read in conjunction with, the Information Memorandum (the Information Memorandum) dated 8 March 2013 issued in relation to the S$3,000,000,000 Multicurrency Medium Term Note Programme of GLL IHT Pte. Ltd. (the Issuer). Terms defined in the Information Memorandum have the same meaning in this Pricing Supplement. The Perpetual Securities will be issued on the terms of this Pricing Supplement read together with the Information Memorandum. Each of the Issuer and GuocoLand Limited (in its capacity as guarantor) accepts responsibility for the information contained in this Pricing Supplement which, when read together with the Information Memorandum, contains all information that is material in the context of the issue of the Perpetual Securities. This Pricing Supplement does not constitute, and may not be used for the purposes of, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation, and no action is being taken to permit an offering of the Perpetual Securities or the distribution of this Pricing Supplement in any jurisdiction where such action is required. A tax ruling will be requested from the Inland Revenue Authority of Singapore (IRAS) to confirm, amongst other things, whether the IRAS would regard the Perpetual Securities as debt securities for the purposes of the Income Tax Act, Chapter 134 of Singapore (Income Tax Act) and the distributions (including Arrears of Distribution and any Additional Distribution Amounts) as interest payable on indebtedness such that holders of the Perpetual Securities may enjoy the tax concessions and exemptions available for qualifying debt securities under the qualifying debt securities scheme, as set out in the section Singapore Taxation of the Information Memorandum provided that the relevant conditions are met. There is no guarantee that a favourable ruling will be obtained from the IRAS. In addition, no assurance is given that the Issuer can provide all information or documents requested by IRAS for the purpose of the ruling request, and a ruling may not therefore be issued. If the Perpetual Securities are not regarded as debt securities for the purposes of the Income Tax Act and holders thereof are not eligible for the tax concessions under the qualifying debt securities scheme, the tax treatment to holders may differ. No assurance, warranty or guarantee is given on the tax treatment to holders of the Perpetual Securities in respect of the Distributions payable to them (including Arrears of Distribution and Additional Distribution Amounts). Investors should therefore consult their own accounting and tax advisers regarding the Singapore income tax consequence of their acquisition, holding and disposal of the Perpetual Securities. Where interest, discount income, prepayment fee, redemption premium or break cost is derived from any of the Perpetual Securities by any person who is not resident in Singapore and who carries on any operations in Singapore through a permanent establishment in Singapore, the tax exemption available for qualifying debt securities (if applicable) under the Income Tax Act, Chapter 134 of Singapore (the Income Tax Act) shall not apply if such person acquires such Perpetual Securities using the funds and profits of such persons operations through a permanent establishment in Singapore. Any person whose interest, discount income, prepayment fee, redemption premium or break cost derived from the Perpetual Securities is not exempt from tax (including for the reasons described above) shall include such income in a return of income made under the Income Tax Act.

There has been no material adverse change, or any development which is likely to lead to a material adverse change, in the financial condition or business of the Issuer, the Guarantor or the Group, taken as a whole since 31 March 2013. GLL IHT PTE. LTD.

Signed: _____________________________ Director

Signed: _____________________________ Director/Authorised Signatory

GUOCOLAND LIMITED

Signed: ____________________________ Director

Signed: ____________________________ Director/Authorised Signatory

The terms of the Perpetual Securities and additional provisions relating to their issue are as follows: 1. 2. 3. 4. 5. 6. 7. Series No.: Tranche No.: Currency: Principal Amount of Series: Principal Amount of Tranche: Denomination Amount: Calculation Amount (if different from Denomination Amount): Issue Date: Redemption Amount (including early redemption): Status of the Perpetual Securities: Distribution Basis: Distribution Commencement Date: Fixed Rate Perpetual Security Day Count Fraction: Distribution Payment Date(s): Actual/365 (Fixed) Distribution on the Perpetual Securities will be payable semi-annually in arrear on 27 May and 27 November in each year Not Applicable (i) in respect of the period from, and including, the Distribution Commencement Date to, but excluding, the First Reset Date, 4.70 per cent. per annum; and (ii) in respect of the period from, and including, the First Reset Date and each Reset Date falling thereafter to, but excluding, the immediately following Reset Date, the Reset Distribution Rate, Provided always that in the event that a Change of Control (as defined in 013 001 Singapore dollars S$200,000,000 S$200,000,000 S$250,000

Not Applicable 27 May 2013

8. 9.

Denomination Amount Senior Perpetual Securities Fixed Rate 27 May 2013

10. 11. 12. 13. (a) (b)

(c) (d)

Initial Broken Amount: Distribution Rate:

paragraph 27) has occurred, so long as the Issuer has not already redeemed the Perpetual Securities in accordance with paragraph 27, the then prevailing Distribution Rate shall be increased by the Change of Control Margin with effect from, and including the Distribution Payment Date immediately following the date on which the Change of Control occurred (or, if the Change of Control occurs on or after the date which is two business days prior to the immediately following Distribution Payment Date, the next following Distribution Payment Date). Reset Distribution Rate means the Swap Offer Rate with respect to the relevant Reset Date plus the Initial Spread plus the Step-Up Margin plus (if applicable) the Change of Control Margin; and Swap Offer Rate means the rate per annum (expressed as a percentage) notified by the Agent Bank to the Issuer and the Perpetual Securityholders (in accordance with Condition 14) equal to the rate appearing under the column headed SGD IRS OFFER for a maturity of the number of years specified as the Reset Period which appears on Bloomberg Screen ABSI3 Page published between 11.30 am to 12.00 noon (Singapore time) on the day that is two business days preceding the relevant Reset Date. If such rate does not appear on the Bloomberg Screen ABSI3 Page, the rate for that Reset Date will be any substitute rate announced by the Association of Banks in Singapore, provided that, in each case, in the event such rate is zero or negative, the Swap Offer Rate shall be deemed to be zero per cent. per annum. (e) (f) First Reset Date: Reset Date: 27 May 2016 The First Reset Date and each date falling every three years after the First Reset Date 4.11 per cent.

(g)

Initial Spread:

(h) (i) (j) (k) 14. 15. 16. 17.

Reset Period: Step-Up Margin : Relevant Rate: Change of Control Margin: Floating Rate Perpetual Security Optional Payment: Optional Distribution: Dividend Pusher and Reference Period:

Three years 1.00 per cent. Not Applicable 1.00 per cent. Not Applicable Applicable Not Applicable Applicable; The 12-month period ending on the day before each Distribution Payment Date Not Applicable Applicable Applicable Applicable

18. 19. 20. 21. 22.

Non-Cumulative Deferral: Cumulative Deferral: Additional Distribution: Dividend Stopper: Issuers Redemption Option Issuers Redemption Option Period (Condition 5(b)):

Applicable The Issuer may, by giving not less than 30 days nor more than 60 days notice to the Perpetual Securityholders redeem all or some of the Perpetual Securities on the First Reset Date or any Distribution Payment Date falling after the First Reset Date. Any partial redemption of the Perpetual Securities pursuant to Condition 5(b) shall be made on a pro rata basis.

23.

Redemption for Taxation Reasons (Condition 5(c)): Redemption for Accounting Reasons (Condition 5(d)): Redemption for Tax Deductibility (Condition 5(e)): Redemption in the case of Minimal Outstanding Amount

Applicable

24.

Applicable

25.

Applicable

26.

(Condition 5(f)): 27. Redemption for Change of Control (Condition 5(g)):

Applicable

Applicable The Issuer may redeem in whole, but not in part, at any time on giving not less than 30 days nor more than 60 days notice to the Perpetual Securityholders and the Trustee (which notice shall be irrevocable), at their Redemption Amount (together with distribution (including Arrears of Distribution and any Additional Distribution Amount) accrued to (but excluding) the date fixed for redemption) following the occurrence of a Change of Control. Change of Control means a change in shareholding of the Guarantor on any date which results in Guoco Group Limited ceasing to have an aggregate direct or deemed interest of more than 50 per cent. of the issued and paid up share capital for the time being of the Guarantor.

28. 29.

Form of Perpetual Securities: Talons for future Coupons to be attached to Definitive Perpetual Securities: Applicable TEFRA exemption: Listing:

Registered Perpetual Securities represented by a Global Certificate Not Applicable Not Applicable The Singapore Trading Limited SG56F8993427 Not Applicable The Central Depository (Pte) Limited The Central Depository (Pte) Limited Delivery free of payment Syndicated Issue Exchange Securities

30. 31.

32. 33. 34. 35. 36. 37. 38.

ISIN Code: Common Code: Clearing System(s): Depository: Delivery: Method of issue of Perpetual Securities: The following Dealers are subscribing the Perpetual Securities:

DBS Bank Ltd. and The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch

39.

The aggregate principal amount of Perpetual Securities issued has been translated in Singapore dollars at the rate of [ ] producing a sum of (for Perpetual Securities not denominated in Singapore dollars): Use of proceeds:

Not Applicable The net proceeds from the issue of the Perpetual Securities (after deducting issue expenses) will be used by the Issuer for the purposes of financing general working capital and corporate requirements of the Group. Not Applicable

40.

41.

Other terms:

Details of any additions or variations to| terms and conditions of the Perpetual Securities as set out in the Information Memorandum: Any additions or variations to the selling restrictions:

Not Applicable

Not Applicable