Mapletree North Asia Commercial Trust : Notice of 7th Annual General Meeting

(Constituted in the Republic of Singapore pursuant to a Trust Deed dated 14 February 2013 (as amended))

___________________________________________________________________________________

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 7th Annual General Meeting of the holders of units of Mapletree North Asia Commercial Trust ("MNACT", and the holders of units of MNACT, "Unitholders") will be convened and held by way of electronic means on Thursday, 16 July 2020 at 2.30 p.m. to transact the following businesses:

• (A) AS ORDINARY BUSINESS

  • 1. To receive and adopt the Report of DBS Trustee Limited, as trustee of MNACT (the "Trustee"), the Statement by Mapletree North Asia Commercial Trust Management Ltd., as manager of MNACT (the "Manager"), and the Audited Financial Statements of MNACT for the financial year ended 31 March 2020 and the Auditor's Report thereon. (Ordinary Resolution 1)

  • 2. To re-appoint PricewaterhouseCoopers LLP as the Auditor of MNACT to hold office until the conclusion of the next Annual General Meeting of MNACT, and to authorise the Manager to fix their remuneration. (Ordinary Resolution 2)

• (B) AS SPECIAL BUSINESS

  To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution, with or without any modifications:

3.

That approval be and is hereby given to the Manager, to

(a)

• (i) issue units in MNACT ("Units") whether by way of rights, bonus or otherwise; and/or

• (ii) make or grant offers, agreements or options (collectively, "Instruments") that might or would require Units to be issued, including

  but not limited to the creation and issue of (as well as adjustments to)

  securities, warrants, debentures or other instruments convertible into Units,

at any time and upon such terms and conditions and for such purposes and to such persons as the Manager may in its absolute discretion deem fit; and

• (b) issue Units in pursuance of any Instruments made or granted by the Manager while this Resolution was in force (notwithstanding that the authority conferred by this Resolution may have ceased to be in force at the time such Units are issued),

provided that:

• (1) the aggregate number of Units to be issued pursuant to this Resolution (including Units to be issued in pursuance of Instruments made or granted pursuant to this Resolution) shall not exceed fifty per cent. (50%) of the total number of issued Units (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of Units to be issued other than on a pro rata basis to Unitholders (including Units to be issued in pursuance of Instruments made or granted pursuant to this Resolution) shall not exceed twenty per cent. (20%) of the total number of issued Units (as calculated in accordance with sub-paragraph (2) below);

• (2) subject to such manner of calculation as may be prescribed by Singapore Exchange Securities Trading Limited (the "SGX-ST") for the purpose of determining the aggregate number of Units that may be issued under sub-paragraph (1) above, the total number of issued Units shall be based on the total number of issued Units at the time this Resolution is passed, after adjusting for:

  • (a) any new Units arising from the conversion or exercise of any Instruments which are outstanding or subsisting at the time this Resolution is passed; and

  • (b) any subsequent bonus issue, consolidation or subdivision of Units;

• (3) in exercising the authority conferred by this Resolution, the Manager shall comply with the provisions of the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the trust deed constituting MNACT (as amended) (the "Trust Deed") for the time being in force (unless otherwise exempted or waived by the Monetary Authority of Singapore);

• (4) (unless revoked or varied by Unitholders in a general meeting) the authority conferred by this Resolution shall continue in force until (i) the conclusion of the next Annual General Meeting of MNACT or (ii) the date by which the next Annual General Meeting of MNACT is required by applicable regulations to be held, whichever is earlier;

• (5) where the terms of the issue of the Instruments provide for adjustment to the number of Instruments or Units into which the Instruments may be converted in the event of rights, bonus or other capitalisation issues or any other events, the Manager is authorised to issue additional Instruments or Units pursuant to such adjustment notwithstanding that the authority conferred by this Resolution may have ceased to be in force at the time the Instruments or Units are issued; and

• (6) the Manager and the Trustee be and are hereby severally authorised to complete and do all such acts and things (including executing all such

documents as may be required) as the Manager or, as the case may be, the Trustee may consider expedient or necessary or in the interest of MNACT to give effect to the authority conferred by this Resolution.

(Please see Explanatory Note) (Ordinary Resolution 3)

BY ORDER OF THE BOARD

Mapletree North Asia Commercial Trust Management Ltd.

(Company Registration No. 201229323R)

As Manager of Mapletree North Asia Commercial Trust

Wan Kwong Weng

Joint Company Secretary

Singapore

26 June 2020

Important Notice:

• 1. The AGM is being convened, and will be held, by electronic means pursuant to the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020. Printed copies of this Notice will not be sent to Unitholders. Instead, this Notice will be sent to Unitholders by electronic means via publication on MNACT's website atwww.mapletreenorthasiacommercialtrust.com.This Notice will also be made available on the SGX's website atwww.sgx.com/securities/company-announcements.

• 2. Due to the current COVID-19 restriction orders in Singapore, a Unitholder will not be able to attend the AGM in person. Alternative arrangements relating to attendance at the AGM via electronic means (including arrangements by which the meeting can be electronically accessed via live audio-visual webcast or live audio-only stream), submission of questions to the Chairman of the AGM in advance of the AGM, addressing of substantial and relevant questions prior to or during the AGM and voting by appointing the Chairman of the AGM as proxy at the AGM, are set out below. Any reference to a time of day is made by reference to Singapore time.

• 3. Unitholders and CPF and SRS investors, will be able to observe and/or listen to the AGM proceedings through a live audio-visual webcast or live audio-only stream via their mobile phones, tablets or computers. In order to do so, Unitholders and CPF and SRS investors must pre-register at MNACT's pre-registration website atwww.mapletreenorthasiacommercialtrust.com from now until 2.30 p.m. on 13 July 2020 to enable the Manager to verify their status as Unitholders.

  Following the verification, authenticated Unitholders and CPF and SRS investors will receive an email, which will contain user ID and password details as well as instructions on how to access the live audio-visual webcast and live audio-only stream of the AGM proceedings, by 2.30 p.m. on 15 July 2020. Unitholders who do not receive an email by 2.30 p.m. on 15 July 2020 but have registered by the 13 July 2020 deadline should contact the Unit Registrar, Boardroom Corporate

& Advisory Services Pte. Ltd.,[e-mail].

at

+65

6230

9580

/

+65

6230

9586

orat

• 4. Unitholders may also submit questions related to the resolutions to be tabled for approval at the AGM to the Chairman of the AGM, in advance of the AGM. In order to do so, their questions must be submitted in the following manner by 2.30 p.m. on 13 July 2020:

  • (a) via MNACT's pre-registration website atwww.mapletreenorthasiacommercialtrust.com;or

  • (b) via email to the Manager, [e-mail].

  Unitholders who submit questions via email must provide the following information for authentication:

  • (1) the Unitholder's full name;

  • (2) the Unitholder's address; and

  • (3) the manner in which the Unitholder holds Units in MNACT (e.g., via CDP, scrip, CPF or SRS).

  The Manager's Chairman, Mr Paul Ma Kah Woh, and Chief Executive Officer, Ms Cindy Chow Pei Pei, will conduct the proceedings of the AGM. The Manager will endeavour to address all substantial and relevant questions that are submitted in advance of the AGM, prior to or during the AGM. The Manager will publish the responses to the substantial and relevant questions which the Manager is unable to address during the AGM, on MNACT's website and on SGXNET prior to the AGM. The Manager will publish the minutes of the AGM on MNACT's website and on SGXNET, and the minutes will include the responses to the substantial and relevant questions which are addressed during the AGM.

  Unitholders will not be able to ask questions at the AGM live during the audio-visual webcast or audio-only stream, and therefore it is important for Unitholders who wish to ask questions, to submit their questions in advance of the AGM.

• 5. A Unitholder (whether individual or corporate) must appoint the Chairman of the AGM as his/her/its proxy to attend, speak and vote on his/her/its behalf at the AGM if such Unitholder wishes to exercise his/her/its voting rights at the AGM. The Proxy Form may be accessed at MNACT's website atwww.mapletreenorthasiacommercialtrust.com,and will also be made available on the SGX's website atwww.sgx.com/securities/company-announcements.Printed copies of the Proxy Form will not be sent to Unitholders.

  Where a Unitholder (whether individual or corporate) appoints the Chairman of the AGM as his/her/its proxy, he/she/it must give specific instructions as to voting, or abstentions from voting, in respect of a resolution in the form of proxy, failing which the appointment of the Chairman of the AGM as proxy for that resolution will be treated as invalid.

• 6. The Proxy Form must be submitted in the following manner:

• (a) if submitted by post, be lodged at the Unit Registrar's office at Boardroom Corporate & Advisory Services Pte. Ltd., 50 Raffles Place #32-01, Singapore Land Tower, Singapore 048623; or

• (b) if submitted electronically, be submitted via email to the Unit Registrar [e-mail],

in either case, by no later than 2.30 p.m. on 13 July 2020, being 72 hours before the time fixed for the AGM.

A Unitholder who wishes to submit an instrument of proxy must first download, complete and sign the Proxy Form, before submitting it by post to the address provided above, or before scanning and sending it by email to the email address provided above.

In view of the current COVID-19 situation and the related safe distancing measures which may make it difficult for Unitholders to submit completed Proxy Forms by post, Unitholders are strongly encouraged to submit completed Proxy Forms electronically via email.

• 7. Persons who hold Units through relevant intermediaries (as defined below), and who wish to participate in the AGM by (a) observing and/or listening to the AGM proceedings through live audio-visual webcast or live audio-only stream; (b) submitting questions in advance of the AGM; and/or (c) appointing the Chairman of the AGM as proxy to attend, speak and vote on their behalf at the AGM, should contact the relevant intermediary through which they hold such Units as soon as possible in order to make the necessary arrangements for them to participate in the AGM.

  In addition, CPF or SRS investors who wish to appoint the Chairman of the AGM as proxy should approach their respective CPF Agent Banks or SRS Operators to submit their votes by 5.00 p.m. on 7 July 2020, being 7 working days before the date of the AGM.

  "Relevant Intermediary" means:

  • (a) a banking corporation licensed under the Banking Act, Chapter 19 of Singapore, or a wholly-owned subsidiary of such a banking corporation, whose business includes the provision of nominee services and who holds Units in that capacity;

  • (b) a person holding a capital market services licence to provide custodial services for securities under the Securities and Futures Act, Chapter 289 of Singapore, and who holds Units in that capacity; or

  • (c) the Central Provident Fund Board ("CPF Board") established by the Central Provident Fund Act, Chapter 36 of Singapore, in respect of Units purchased under the subsidiary legislation made under that Act providing for the making of investments from the contributions and interest standing to the credit of members of the Central Provident Fund, if the CPF Board holds those Units in the capacity of an intermediary pursuant to or in accordance with that subsidiary legislation.

• 8. The Chairman of the AGM, as proxy, need not be a Unitholder of MNACT.