CapitaLand India Trust : Minutes of EGM

CAPITALAND INDIA TRUST

(Registration Number: 2007004)

(a business trust registered under the Business Trusts Act 2004 of Singapore)

MINUTES OF THE EXTRAORDINARY GENERAL MEETING,

HELD AT CANNING BALLROOM, LEVEL 4, RAFFLES CITY CONVENTION CENTRE, 80 BRAS

BASAH ROAD, SINGAPORE 189560 ON MONDAY, 17 APRIL 2023

PRESENT
Unitholders	:	50 unitholders attended the EGM as stated in
		the attendance list
Proxies	:	9 proxies attended the EGM as stated in the
		attendance list
Observers	:	7 observers attended the EGM as stated in the
		attendance list
IN ATTENDANCE
Board of Directors	:
Present in person
Mr Manohar Khiatani		Chairman of the Board and Non-Executive
		Non-Independent Director, as Chairman of the
		Meeting ("Chairman")
Mr Sanjeev Dasgupta		Chief Executive Officer and Executive Non-
		Independent Director
Mr Alan Nisbet		Non-Executive Lead Independent Director
Dr Ernest Kan		Non-Executive Independent Director
Ms Jessica Tan		Non-Executive Independent Director
Mrs Deborah Ong		Non-Executive Independent Director
Mr Jonathan Yap		Non-ExecutiveNon-Independent Director
Present remotely	:
Mrs Zia Mody		Non-Executive Independent Director
Company Secretary	:	Mr Hon Wei Seng
Present in person
Management	:
Present in person	Chief Financial Officer ("CFO")
Mr Cheah Ying Soon
Mr Rohith Bhandary		Head, Investments
Mr Sumit Gera		Head, Portfolio Management
Others	:
Present in person
Representatives of		Mr Sim Chin Ta
PricewaterhouseCoopers Corporate

CAPITALAND INDIA TRUST

Minutes of the Extraordinary General Meeting held on 17 April 2023

Finance Pte. Ltd.

Representatives of Boardroom Corporate &

Advisory Services Pte. Ltd.

Representatives of DrewCorp Services Pte.

Ltd.

Representatives of Allen & Gledhill LLP

1. INTRODUCTION

1. The proceedings of the extraordinary general meeting (the "EGM" or "Meeting") commenced at 4.00 p.m. Mr Ho Chuan Lui, the Emcee of the EGM, welcomed all attendees to the EGM.
2. The Emcee provided a fire safety briefing to all in attendance. The Emcee then introduced the panellists and key parties comprising the Board of Directors of CapitaLand India Trust Management Pte. Ltd. (as Trustee-Manager of CLINT), the CFO, the Independent Financial Adviser to the Audit and Risk Committee and the Independent Directors of the Trustee-Manager and to the Trustee-Manager, the Company Secretary and the legal counsel of CLINT.
3. Following the introduction, the Emcee informed the unitholders of CLINT ("Unitholders") that in accordance with the Trust Deed constituting CLINT, Mr Manohar Khiatani, Chairman of the Board of Directors of the Trustee-Manager, would preside as Chairman of the EGM. The conduct of the EGM was then handed over to Chairman.

2. QUORUM

2.1. Chairman extended a warm welcome to all present. As a quorum was present, Chairman declared the Meeting open.

3. NOTICE OF EGM

3.1. Chairman stated that the notice of EGM (the "Notice of EGM") and the circular concerning the proposed acquisition and the proposed sponsor subscription (the "Circular") had been issued to Unitholders and published on SGXNet and on CLINT's corporate website on 24 March 2023 and had been in Unitholders' hands for the prescribed notice period. With the consent of the Unitholders present, the Notice of EGM and Circular were taken as read.

4. VOTING BY POLL

1. As the transactions to be approved by Unitholders at the Meeting were interested person transactions, Chairman informed the Meeting that Mr Alan Nisbet, Non-Executive Lead Independent Director of the Trustee-Manager (the "Lead Independent Director"), would be invited to conduct the remaining proceedings of the Meeting following the management presentation on the transactions.
2. Chairman explained that the Lead Independent Director would be proposing all the resolutions as set out in the Notice of EGM, conducting voting on each resolution by way of a poll and declaring the results of the poll. Chairman also informed Unitholders that questions relating to the agenda of the EGM might be raised during the question and answer segment of the Meeting.

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CAPITALAND INDIA TRUST

Minutes of the Extraordinary General Meeting held on 17 April 2023

1. Chairman informed the Meeting that for purposes of the conduct of the poll, DrewCorp Services Pte. Ltd. had been appointed as scrutineers. Chairman also informed the Meeting that as Chairman of the EGM, he held valid proxies in respect of the resolutions from eligible Unitholders who had appointed Chairman of the EGM as proxy to vote on their behalf at the EGM.
2. Chairman proceeded to invite Mr Sanjeev Dasgupta, the Chief Executive Officer of the Trustee- Manager ("CEO"), to provide an overview of the proposed acquisition and the proposed sponsor subscription.

5. PRESENTATION BY CEO

5.1. Mr Sanjeev Dasgupta, CEO, gave an overview of the proposed transactions. A copy of the presentation slides is attached as Annex 1.

6. CONDUCT OF BUSINESS AT THE MEETING

6.1. READING OF RESOLUTIONS TO BE PUT TO VOTE AT EGM

6.1.1. The Lead Independent Director read the resolutions as set out in the Notice of EGM that would be put to vote at the EGM. The Lead Independent Director also informed the Meeting that Resolution 2 was conditional upon the passing of Resolution 1, but Resolution 1 was not conditional upon the passing of Resolution 2. Accordingly, CLINT would only proceed with the Proposed Sponsor Subscription if both Resolutions 1 and 2 were carried. In the event that Resolution 1 was passed but Resolution 2 was not passed, CLINT would still proceed with the proposed acquisition.

6.2. EXPLANATION ON VOTING PROCEDURES

1. The Lead Independent Director informed the Meeting that voting on each resolution would be conducted by way of a poll and invited Boardroom Corporate & Advisory Services Pte. Ltd., as the polling agent, to explain the voting procedures.
2. A representative from Boardroom Corporate & Advisory Services Pte. Ltd. explained the voting procedures to Unitholders.

6.3. MANNER OF VOTING AND ABSTENTION

1. The Lead Independent Director informed the Meeting that all the items set out in the Notice of EGM were ordinary resolutions. He explained that an ordinary resolution would require the affirmative votes of more than 50% of the total votes cast on each resolution to be carried. The Lead Independent Director also informed the Meeting that voting would be by poll and the validity of the proxy forms submitted by Unitholders by the submission deadline was reviewed and the votes of all such valid proxy forms were counted and duly verified.
2. The Lead Independent Director informed the Meeting that CLI India Pte. Ltd. and its associates, including the Trustee-Manager, would abstain from voting on both resolutions at the EGM. In the interest of good corporate governance, the CEO and Mr Jonathan Yap, who hold Units in CLINT, would also abstain from voting on both resolutions at the EGM.

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CAPITALAND INDIA TRUST

Minutes of the Extraordinary General Meeting held on 17 April 2023

6.4. PROPOSING OF MOTIONS

The Lead Independent Director then proposed the following motions to be voted on at the Meeting:

Ordinary Resolution 1 - To approve the proposed acquisition of 78.53% interest in Ascendas IT Park (Pune) Private Limited as an interested person transaction; and

Ordinary Resolution 2 - To approve the Proposed Sponsor Subscription.

7. QUESTION AND ANSWER SESSION

7.1. The Lead Independent Director opened the floor to questions from Unitholders or proxies on the motions before commencement of the voting procedures. A Question and Answer session followed as recorded in Annex 2 to these minutes.

8. VOTING AND DECLARATION OF RESULTS

8.1. RESOLUTION 1: TO APPROVE THE PROPOSED ACQUISITION OF 78.53% INTEREST IN ASCENDAS IT PARK (PUNE) PRIVATE LIMITED AS AN INTERESTED PERSON TRANSACTION

8.1.1. Following the Question and Answer session and having tabled and proposed all motions of the Meeting, the Lead Independent Director then put Resolution 1 to the vote by poll and informed the Meeting that voting would be open for 15 seconds. A 15-minutecount-down timer was flashed on the screens at the Meeting.

At the end of the voting period, the results of the voting for Resolution 1 were announced as follows:

Resolution 1

The total number of votes cast for and against Resolution 1 was 445,871,348.

No. of Votes For	:	444,980,048, representing 99.80% of the total votes cast.
No. of Votes Against	:	891,300, representing 0.20% of the total votes cast.

8.1.2. Based on the results of the poll, the Lead Independent Director declared Resolution 1 carried.

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CAPITALAND INDIA TRUST

Minutes of the Extraordinary General Meeting held on 17 April 2023

8.2. RESOLUTION 2: TO APPROVE THE PROPOSED SPONSOR SUBSCRIPTION (CONDITIONAL UPON RESOLUTION 1 BEING PASSED)

8.2.1. The Lead Independent Director then put Resolution 2 to the vote by poll and informed the Meeting that voting would be open for 15 seconds. A 15-minutecount-down timer was flashed on the screens at the Meeting.

At the end of the voting period, the results of the voting for Resolution 2 were announced as follows:

Resolution 2

The total number of votes cast for and against Resolution 2 was 445,846,948.

No. of Votes For	:	444,959,948, representing 99.80% of the total votes cast.
No. of Votes Against	:	887,000, representing 0.20% of the total votes cast.

8.2.2. Based on the results of the poll, the Lead Independent Director declared Resolution 2 carried.

9. VOTING RESULTS

9.1. Each of the resolutions was passed, and the details of the resolutions and their results are attached as Annex 3.

10. CLOSE OF MEETING

10.1. There being no other business to be transacted at the EGM, Chairman thanked all present for their attendance and support and declared the EGM closed. The EGM ended at 4.36 p.m.

Confirmed by

Mr Manohar Khiatani

Chairman of the Meeting

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