09:33 KERRY PPT<00683> - Announcement & Resumption of Trading (4) The Convertible Bonds will be represented by a global certificate, which will be registered in the name of a nominee of, and will be deposited on or about the Closing Date with a common depositary for, Euroclear Bank S.A./N.V. and Clearstream Banking, societe anonyme, Luxembourg. Status The Convertible Bonds will be direct, unsubordinated, unconditional and unsecured obligations of the Issuer and will at all times rank at least pari passu in right of payment with all other present and future direct, unsubordinated, unconditional and unsecured obligations of the Issuer and shall at all times rank pari passu among themselves, except as may be required by mandatory provisions of law. Negative Pledges So long as any Convertible Bond remains outstanding, the Issuer and the Company have agreed that, unless certain conditions are met, they will not create or permit to subsist, and the Company will procure that no Principal Subsidiary (as defined in the Terms and Conditions) creates or permits to subsist any Security upon the whole or any part of its undertaking, assets or revenues, present or future, to secure any Investment Securities or to secure any guarantee of or indemnity in respect of any Investment Securities. Listing Application will be made for the listing of, and permission to deal in, the Convertible Bonds on the Hong Kong Stock Exchange. Application will be made for the listing of, and permission to deal in, the Conversion Shares on the Hong Kong Stock Exchange. Comparison of the Conversion Price The Conversion Price of HK$25.955 per Conversion Share (subject to adjustment) represents (i) a premium of approximately 33.44% to the closing price of HK$19.45 per Share as quoted on the Hong Kong Stock Exchange on 10 March 2005; (ii) a premium of approximately 38.83% to the average closing price of HK$18.695 per Share as quoted on the Hong Kong Stock Exchange for the 10 trading days up to and including 10 March 2005; and (iii) a premium of approximately 37.99% to the average closing price of HK$18.81 per Share as quoted on the Hong Kong Stock Exchange for the 5 trading days up to and including 10 March 2005. Conversion Shares For illustrative purpose and assuming full conversion at the Conversion Price of HK$25.955 per Conversion Share (subject to adjustment for, among other things, subdivision or consolidation of the Shares, bonus issues, rights issues and other dilutive events), the Convertible Bonds with an aggregate principal amount of HK$2,500,000,000 are convertible into approximately 96,320,554 Conversion Shares, representing approximately 7.95% of the existing issued share capital of the Company and approximately 7.36% of the issued share capital of the Company as enlarged by the issue of the Conversion Shares. The Conversion Shares will be issued pursuant to the general mandate given to the Directors at the annual general meeting of the Company held on 20 April 2004. Completion of the Subscription Agreement is subject to the satisfaction and/or waiver of the conditions precedent therein. In addition, the Subscription Agreement may be terminated in certain circumstances. As the Subscription Agreement may or may not complete, Shareholders and prospective investors are advised to exercise caution when dealing in the shares of the Company. 2. CHANGES IN THE SHAREHOLDING STRUCTURE OF THE COMPANY To the best of the knowledge of the Directors and having made all reasonable enquiries, the shareholdings in the Company before and after the issue of the Conversion Shares (without taking into account the Shares to be issued pursuant to the exercise of the Share Options) are summarized as follows: After the issue of Existing Conversion Shares Note 1 No. of Shares No. of Shares Kerry Group Limited 749,952,146 61.90% 749,952,146 57.34% Other members of the Kuok Group Note 2 112,302,515 9.27% 112,302,515 8.59% Directors of the Company and its subsidiaries 1,023,393 0.08% 1,023,393 0.08% Bondholders - 0.00% 96,320,554 7.36% Public 348,370,014 28.75% 348,370,014 26.63%