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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Merrill Lynch & Co., Inc.
(Name of Issuer)
Common
Stock, $1.33 1/3 per share par value
(Title of Class of Securities)
590188108
(CUSIP Number)
December 24, 2007
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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| 1 |
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NAMES OF REPORTING PERSONS
Temasek Holdings (Private) Limited |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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SEC USE ONLY |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Singapore |
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5 |
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SOLE VOTING POWER |
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| NUMBER OF |
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— |
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| SHARES |
6 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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91,666,666 |
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| EACH |
7 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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— |
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| WITH: |
8 |
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SHARED DISPOSITIVE POWER |
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91,666,666 |
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| 9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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91,666,666 |
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| 10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o |
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| 11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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9.4% |
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| 12 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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HC |
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| 1 |
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NAMES OF REPORTING PERSONS
Fullerton Management Pte Ltd |
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| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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| 3 |
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SEC USE ONLY |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Singapore |
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5 |
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SOLE VOTING POWER |
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| NUMBER OF |
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— |
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| SHARES |
6 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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55,000,000 |
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| EACH |
7 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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— |
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| WITH: |
8 |
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SHARED DISPOSITIVE POWER |
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55,000,000 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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55,000,000 |
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| 10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o |
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| 11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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5.7% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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HC |
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NAMES OF REPORTING PERSONS
Centaura Investments (Mauritius) Pte Ltd |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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SEC USE ONLY |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Mauritius |
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5 |
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SOLE VOTING POWER |
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| NUMBER OF |
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— |
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| SHARES |
6 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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55,000,000 |
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| EACH |
7 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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— |
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| WITH: |
8 |
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SHARED DISPOSITIVE POWER |
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55,000,000 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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55,000,000 |
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| 10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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5.7% |
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| 12 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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HC |
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NAMES OF REPORTING PERSONS
Clover Investments (Mauritius) Pte Ltd |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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SEC USE ONLY |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Mauritius |
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5 |
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SOLE VOTING POWER |
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| NUMBER OF |
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— |
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| SHARES |
6 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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55,000,000 |
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| EACH |
7 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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— |
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| WITH: |
8 |
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SHARED DISPOSITIVE POWER |
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55,000,000 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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55,000,000 |
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| 10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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5.7% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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HC |
Item 1.
(a) Name of Issuer. The name of the issuer is Merrill Lynch & Co., Inc., a company organized
under the laws of the State of Delaware (the “Issuer”).
(b) Address of Issuer’s Principal Executive Offices. The principal executive offices of the
Issuer are located at 222 Broadway, 17th Floor, New York, New York, 10038.
Item 2.
(a) Name of Person Filing. The persons filing this Statement are (i) Temasek Holdings
(Private) Limited (“Temasek Holdings”), a company organized under the laws of the Republic of
Singapore, (ii) Fullerton Management Pte Ltd (“Fullerton”), a company organized under the laws of
the Republic of Singapore and a wholly-owned subsidiary of Temasek Holdings, (iii) Centaura
Investments (Mauritius) Pte Ltd (“Centaura”), a company organized under the laws of Mauritius and a
wholly-owned subsidiary of Fullerton and (iv) Clover Investments (Mauritius) Pte Ltd (“Clover”), a
company organized under the laws of Mauritius and a wholly-owned subsidiary of Centaura.
(b) Address of Principal Business Office or, If None, Residence. The address of the principal
business office of Temasek Holdings is 60B Orchard Road, #06-18 Tower 2, The Atrium@Orchard,
Singapore 238891. The address of the principal business office of Fullerton is 60B Orchard Road,
#06-18 Tower 2, The Atrium@Orchard, Singapore 238891. The address of the principal business office
of Centaura is Les Cascades Building, Edith Cavell Street, Port Louis, Mauritius. The address of
the principal business office of Clover is Les Cascades Building, Edith Cavell Street, Port Louis,
Mauritius.
(c) Citizenship. Temasek Holdings and Fullerton are companies organized under the laws of the
Republic of Singapore. Centaura and Clover are companies organized under the laws of Mauritius.
(d) Title of Class of Securities. This information statement relates to the shares of common
stock, par value $1.331/3 per share, of the Issuer (the “Shares”).
(e) CUSIP Number. The CUSIP number of the Shares is 590188108.
Item 3. If This Statement Is Filed Pursuant to Rules 13d-1(b), or 13d-2(b) or (c), Check Whether
the Person Filing Is a:
Not applicable.
Item 4. Ownership
(a) Amount beneficially owned:
Clover directly owns 55,000,000 Shares. As noted in Item 2(a) above, Clover is
wholly-owned by Centaura, which in turn is wholly-owned by Fullerton, which in turn is
wholly-owned by Temasek Holdings, and therefore Centaura, Fullerton and Temasek Holdings
may be deemed to beneficially own the Shares directly owned by Clover.
Temasek Capital (Private) Limited (“Temasek Capital”), a company organized under the
laws of the Republic of Singapore and a wholly-owned subsidiary of Temasek Holdings, has
agreed to acquire an additional 36,666,666 Shares in January 2008. As Temasek Capital is
wholly-owned by Temasek Holdings, Temasek Holdings may be deemed to beneficially own the
Shares directly owned by Temasek Capital.
As described above, Centaura and Fullerton may be deemed to beneficially own
55,000,000 Shares, and Temasek Holdings may be deemed to beneficially own 91,666,666
Shares.
(b) Percent of class:
The Shares that may be deemed to be beneficially owned by Clover, Centaura and
Fullerton constitute approximately 5.7% of the Shares outstanding, and the Shares that may
be deemed to be beneficially owned by Temasek Holdings constitute approximately 9.4% of the
Shares outstanding.
For all percentage calculations in this schedule, we have included in the number of
Shares outstanding the 856,308,144 Shares reported by the Issuer to us as outstanding as of
December 17, 2007, the 55,000,000 Shares issued to Clover in December 2007, the 36,666,666
Shares to be issued to Temasek Capital in January 2008 and the 25,000,000 Shares reported
by the Issuer to us as having been issued to Davis Selected Advisors LP in December 2007.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: —
(ii) Shared power to vote or to direct the vote: Clover, 55,000,000 Shares;
Centaura, 55,000,000 Shares; Fullerton, 55,000,000 Shares; Temasek Holdings,
91,666,666 Shares
(iii) Sole power to dispose or to direct the disposition: —
(iv) Shared power to dispose or to direct the disposition of: Clover,
55,000,000 Shares; Centaura, 55,000,000 Shares; Fullerton, 55,000,000 Shares;
Temasek Holdings, 91,666,666 Shares
Item 5. Ownership of Five Percent or Less of A Class
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certifications
By signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
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Temasek Holdings (Private) Limited
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/s/ Lena Chia Yue Joo
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Name: |
Lena Chia Yue Joo |
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Title: |
Managing Director, Legal & Regulations
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Date: |
January 3, 2008 |
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Fullerton Management Pte Ltd
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/s/ Lena Chia Yue Joo
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Name: |
Lena Chia Yue Joo |
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Title: |
Director
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Date: |
January 3, 2008 |
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Centaura Investments (Mauritius) Pte Ltd
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/s/ Jeffrey Chua Siang Hwee
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Name: |
Jeffrey Chua Siang Hwee |
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Title: |
Director
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Date: |
January 3, 2008 |
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Clover Investments (Mauritius) Pte Ltd
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/s/ Chiam Fong Sin
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Name: |
Chiam Fong Sin |
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Title: |
Authorized Signatory |
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Date: |
January 3, 2008 |
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EXHIBIT 1
JOINT FILING AGREEMENT
We, the signatories of this Statement on Schedule 13G to which this Agreement is attached,
hereby agree that such Statement is, and any amendments thereto filed by either of us will be,
filed on behalf of each of us.
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Temasek Holdings (Private) Limited
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/s/ Lena Chia Yue Joo
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Name: |
Lena Chia Yue Joo |
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Title: |
Managing Director, Legal & Regulations |
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Date: |
January 3, 2008 |
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Fullerton Management Pte Ltd
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/s/ Lena Chia Yue Joo
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Name: |
Lena Chia Yue Joo |
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Title: |
Director |
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Date: |
January 3, 2008 |
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Centaura Investments (Mauritius) Pte Ltd
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/s/Jeffrey Chua Siang Hwee
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Name: |
Jeffrey Chua Siang Hwee |
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Title: |
Director |
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Date: |
January 3, 2008 |
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Clover Investments (Mauritius) Pte Ltd
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/s/ Chiam Fong Sin
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Name: |
Chiam Fong Sin |
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Title: |
Authorized Signatory |
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Date: |
January 3, 2008 |
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