ARA LOGOS Logistics Trust : Proposed Merger with ESR-REIT

ARA LOGOS

Logistics Trust

Proposed Merger with ESR-REIT

22 January 2022

IMPORTANT NOTICE

This presentation shall be read in conjunction with ARA LOGOS Logistics Trust's results announcements for the half year ended 30 June 2021 and financial highlights announcements for the third quarter and nine months ended 30 September 2021.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION. THIS PRESENTATION SHALL NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING IN THE UNITED STATES OR ELSEWHERE.

The value of units in ARA LOGOS Logistics Trust ("ALOG" and units in ALOG, "Units") and the income derived from them, if any, may fall as well as rise. Units are not investments or deposits in, or liabilities or obligations, of ARA LOGOS Logistics Trust Management Limited ("Manager"), HSBC Institutional Trust Services (Singapore) Limited (in its capacity as trustee of ALOG) ("Trustee"), or any of their respective related corporations and affiliates (individually and collectively "Affiliates"). An investment in Units is subject to investment risks, including the possible delays in repayment and loss of income or the principal amount invested. Neither ALOG, the Manager, the Trustee nor any of the Affiliates guarantees the repayment of any principal amount invested, the performance of ALOG, any particular rate of return from investing in ALOG, or any taxation consequences of an investment in ALOG. The past performance of ALOG and the Manager is not necessarily indicative of the future performance of ALOG and the Manager.

Investors have no right to request that the Manager redeem or purchase their Units while the Units are listed. It is intended that investors may only deal in their Units through trading on Singapore Exchange Securities Trading Limited (the "SGX-ST"). Listing of the Units on the SGX-ST does not guarantee a liquid market for the Units.

This presentation may contain forward-looking statements, including forward-looking financial information, that involve assumptions, known and unknown risks and uncertainties. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements as a result of such assumptions, known and unknown risks and assumptions. Representative examples of these factors include (without limitation) general industry and economic conditions, interest rate trends, cost of capital and capital availability, competition from similar developments, shifts in expected levels of occupancy or property rental income, changes in operating expenses, including employee wages, benefits and training, property expenses, governmental and public policy changes and the continued availability of financing in amounts and on terms necessary to support ALOG's future business. You are cautioned not to place undue reliance on these forward-looking statements, which are based on the Manager's current view of future events. No assurance can be given that future events will occur, that projections will be achieved, or that assumptions are correct. The Manager does not assume any responsibility to amend, modify, or revise any forward-looking statements, on the basis of any subsequent developments, information or events, or otherwise, subject to compliance with all applicable laws and regulations and/or the rules of the SGX-ST and/or any other regulatory or supervisory body or agency.

This presentation is for informational purposes only and does not have regard to your specific investment objectives, financial situation or your particular needs. Any information contained in this material is not to be construed as legal, business, investment tax or financial advice and does not constitute or form part of an offer, solicitation, recommendation or invitation for the sale or purchase or subscription of, or investment in, securities in ALOG or any investment or product of or to subscribe to any services offered by the Manager, the Trustee or any of the Affiliates. No part of it nor the fact of its presentation shall form the basis or be relied upon in connection with any investment decision, contract or commitment whatsoever.

This presentation includes market and industry data and forecast that have been obtained from internal surveys, reports and studies, where appropriate, as well as market research, publicly available information and industry publications. Industry publications, surveys and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of such included information. While the Manager has taken reasonable steps to ensure that the information is extracted accurately and in its proper context, the Manager has not independently verified any of the data from third party sources or ascertained the underlying economic assumptions relied upon therein.

The information and opinions in this presentation are subject to change without notice, its accuracy is not guaranteed and it may not contain all material information concerning ALOG. None of ALOG, the Manager, their respective Affiliates or any of their respective directors, officers, partners, employees, agents, representatives, advisers or legal advisers makes any representation or warranty, express or implied, as to the accuracy, completeness or correctness of the information contained in this presentation nor otherwise made available or as to the reasonableness of any assumption contained herein or therein, and any liability whatsoever (in negligence or otherwise) for any loss howsoever arising, whether directly or indirectly, from any use, reliance or distribution of this presentation or its contents or otherwise arising in connection with this presentation is expressly disclaimed.

The directors of the Manager (including those who may have delegated detailed supervision of this presentation) have taken all reasonable care to ensure that the facts stated and opinions expressed in this presentation (other than those relating to ESR-REIT and/or the manager of ESR-REIT (the "ESR-REITManager")) are fair and accurate and that there are no other material facts not contained in this presentation, the omission of which would make any statement in this presentation misleading. The directors of the Manager jointly and severally accept responsibility accordingly.

Where any information has been extracted or reproduced from published or otherwise publicly available sources (including the announcement dated 4 August 2021 released by the Sponsor in relation to the merger between the Sponsor and ARA Asset Management) or obtained from a named source (including ESR-REIT, the ESR-REIT Manager, the respective independent valuers engaged by the Manager and/or the ESR-REIT Manager), the sole responsibility of the directors of the Manager has been to ensure through reasonable enquiries that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this presentation. The directors of the Manager do not accept any responsibility for any information relating to ESR-REIT and/or the ESR-REIT Manager or any opinion expressed by ESR-REIT, the ESR-REIT Manager and/or the abovementioned independent valuers.

This presentation has not been reviewed by the Monetary Authority of Singapore.

This presentation should be read in conjunction with the joint announcement ("Revised Joint Announcement") issued by the ESR-REIT Manager and the ALOG Manager dated 22 January 2022 in relation to the proposed merger ("Merger") of ESR-REIT and ALOG. ALOG has issued a scheme document dated 5 January 2022 in relation to the proposed Merger ("Scheme Document"). A revised scheme document ("Revised Scheme Document") will be issued in due course containing details of the amended and restated Implementation Agreement, the revised scheme consideration, the recommendation of the ALOG Independent Directors and the advice of the ALOG IFA.

ALOG Unitholders are advised to refrain from taking any action in relation to their ALOG Units which may be prejudicial to their interests until they or their advisers have considered the information and the recommendations of the ALOG Independent Directors on the Scheme as well as the advice of the ALOG IFA set out in the Revised Scheme Document.

Persons who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor or other professional advisers.

All capitalised terms not defined in this presentation shall have the meaning ascribed to them in the Revised Joint Announcement and the Scheme Document.

2

OVERVIEW OF IMPROVED MERGER PROPOSAL FROM ESR-REIT

• Higher Revised Scheme Consideration(1) comprising S$0.097 in Cash Consideration(2) and 1.7729 in new ESR-REIT units ("Consideration Units")(3)
• EGM and Scheme Meeting deferred to a future date to be announced

	Cash Consideration(2)		Consideration Units(3)	Cash Consideration(2)		Consideration Units(3)
Revised	S$0.095	+	1.6765	2.1%	S$0.097	+	5.8%	1.7729
Scheme
Consideration

• By way of illustration, if the Trust Scheme becomes effective in accordance with its terms(4), a Unitholder will receive S$97.00 in cash and 1,772 Consideration Units for every 1,000 ALOG units held as at the Books Closure Date
• The ALOG Unitholders shall have the right to receive and retain the ALOG Permitted Distributions in addition to the

Permitted		Revised Scheme Consideration
Distribution	●	As part of the ALOG Permitted Distributions, the ALOG Manager has on 26 November 2021 paid the distribution of
		1.329 cents per ALOG Unit in respect of the period from 1 July 2021 to 30 September 2021 to ALOG Unitholders

Source: Company Information
Note:
(1)	Implied gross exchange ratio of 1.970x in Revised Scheme Consideration, compared to implied gross exchange ratio of 1.863x in Scheme Consideration as at 15 October 2021
(2)	The aggregate Cash Consideration to be paid to each Unitholder shall be rounded to the nearest S$0.01
(3)	The number of Consideration Units which each Unitholder will be entitled to pursuant to the Trust Scheme will be rounded down to the nearest whole number, and fractional entitlements shall be disregarded in the calculation of the aggregate Consideration Units to be issued to any Unitholder pursuant to the	3
	Trust Scheme
(4)	The ALOG Manager will issue a Revised Scheme Document containing details of the Amended and Restated Implementation Agreement and the Revised Scheme Consideration, the recommendation of the ALOG Independent Directors and the advice of the ALOG IFA

REVISED PROPOSAL VS ORIGINAL PROPOSAL

Comparison of Illustrative Scheme Consideration Value (based on 1 month VWAP of ESR-REIT units)

			Revised Proposal	Original Proposal	Percentage Change
	Consideration Units		1.7729 new ESR-REIT units	1.6765 new ESR-REIT units	5.8%
A	Illustrative Value of
	Consideration Units		S$0.836(1)	S$0.791(2)	5.8%
	(Rebased using 1-month VWAP for like-
	for-like comparison of Consideration)
B
	Cash Consideration		S$0.097(1)	S$0.095(2)	2.1%
A
+	Illustrative Value of the		S$0.933(1)	S$0.886(2)	5.3%
Scheme Consideration
B
	Historical Pro Forma DPU		12.8%	8.2%	460 bps
	Accretion(3)
	Historical Pro Forma NAV
		5.3%	2.2%	310 bps
	Per Unit Accretion(4)
Source: Company Information
Note: Due to rounding, figures throughout the document may not add up
(1) Based on net exchange ratio of 1.7729x and ESR-REIT 1 month volume weighted average price ("VWAP") per Unit of S$0.4716 as at the Last Trading Date, plus cash consideration of S$0.097 per ALOG unit
(2) Based on net exchange ratio of 1.6765x and ESR-REIT 1 month VWAP per Unit of S$0.4716 as at the Last Trading Date, plus cash consideration of S$0.095 per ALOG unit
(3) Based on ESR-LOGOS REIT's FY2020 pro forma DPU multiplied by the net exchange ratio and assuming that the Cash Consideration is reinvested at the 1 month VWAP of the ESR-REIT Units on the SGX-ST of S$0.4716 as at the Last Trading Date. Refer to Schedule 1 of the Revised Joint Announcement
	for more details on the pro-forma adjustments. For the avoidance of doubt, the historical pro formas are for illustrative purposes only and are not intended to be nor shall they constitute projections or forecasts		4
(4)	Based on ESR-LOGOS REIT's FY2020 pro forma NAV multiplied by the net exchange ratio and assuming that the Cash Consideration is reinvested at the 1 month VWAP of the ESR-REIT Units on the SGX-ST of S$0.4716 as at the Last Trading Date. For the avoidance of doubt, the historical pro formas are

for illustrative purposes only and are not intended to be nor shall they constitute projections or forecasts

KEY RATIONALE TO SUPPORT THE REVISED MERGER PROPOSAL

Enhanced Scheme		Win-Win Merger
1 Consideration		2 Proposition

3Resolving Potential Overlapping Mandates

+5.3 Increase in Scheme % Consideration(1)

Premium(2) to the 1m,

0.5% to 31.2% 3m, 6m, 12m and

24m VWAP

Highest DPU

12.8% Accretion vs All Completed SREIT

DPU Accretion(3)(7) Mergers(4)

+5.3% 1.4x

NAV per Unit

Accretion(5)(7)P/NAV(1)(6)

Win-win merger with ALOG Unitholders rolling into a larger platform

Creation of a leading New Economy APAC REIT, with access to US$59bn New Economy pipeline(8) and US$10bn of work-in-progress development pipeline(9)

Potential Positive Re-rating given enhanced visibility amongst institutional investors

Enhanced funding flexibility and potentially reduced funding cost positioned for potential IG rating

ESR-REIT and ALOG have the same Sponsor following the completion of the acquisition of ARA by ESR Cayman

"Addresses the potential overlapping of mandates arising from this acquisition in

relation to tenant and asset pipelines

ESR will be able to focus its resources on supporting a single enlarged REIT with its financial resources, operating network and asset pipeline instead of splitting its resources between two REITs with overlapping mandates (which may lead to both REITs competing for the same Sponsor's pipeline)"

Source: Company Information
Note:
(1)	The illustrative value of the Scheme Consideration based on ESR-REIT 1 month VWAP is S$0.933, compared to S$0.886 in the Original Proposal
(2)	With reference to ALOG's 1 month VWAP of S$0.928, 3 month VWAP of S$0.913, 6 month VWAP of S$0.876, 12 month VWAP of S$0.780, 24 month VWAP of $0.711, as at the Last Trading Date
(3)	Based on ESR-LOGOS REIT's FY2020 pro forma DPU multiplied by the net exchange ratio of 1.7729 and assuming that the Cash Consideration is reinvested at the 1 month VWAP of the ESR-REIT Units on the SGX-ST of S$0.4716 as at the Last Trading Date. Refer to Schedule 1 of the Revised Joint
	Announcement for more details on the pro-forma adjustments.
(4)	For comparison, the historical pro forma DPU accretions for the following successfully completed S-REIT mergers are: (i) CCT-CMT merger (7.6%); (ii) FCOT-FLT merger (2.5%); (iii) A-HTRUST-ART merger (1.8%); (iv) OUE H-TRUST-OUEC-REIT merger (1.4%); and (v) ESR-REIT-VIT merger (3.6%)
(5)	Based on ESR-LOGOS REIT's FY2020 pro forma NAV multiplied by the net exchange ratio of 1.7729 and assuming that the Cash Consideration is reinvested at the 1 month VWAP of the ESR-REIT Units on the SGX-ST of S$0.4716 as at the Last Trading Date
(6)	NAV per ALOG unit of S$0.678 as of 30 September 2021
(7)	For the avoidance of doubt, the historical pro formas are for illustrative purposes only and are not intended to be nor shall they constitute projections or forecasts	5
(8)	Based on ESR Cayman's management estimates for the Group (including AUM of associates - Cromwell and Kenedix) as of 31 December 2021

1. ESR Group's data as at 30 June 2021