General Announcement::CapitaLand Integrated Commercial Trust - Proposed Acquisition of Properties in Sydney, Australia

CAPITALAND INTEGRATED COMMERCIAL TRUST

(Constituted in the Republic of Singapore pursuant to a trust deed dated 29 October 2001 (as amended))

ANNOUNCEMENT

PROPOSED ACQUISITION OF 66 GOULBURN STREET AND 100 ARTHUR

STREET, SYDNEY, AUSTRALIA

1. INTRODUCTION

CapitaLand Integrated Commercial Trust Management Limited, in its capacity as manager of CapitaLand Integrated Commercial Trust ("CICT", and the manager of CICT, the "Manager"), is pleased to announce that HSBC Institutional Trust Services (Singapore) Limited, in its capacity as trustee of CICT (the "Trustee"), has:

1. through CICT AU 1 Trust1, which is indirectly wholly-owned by CICT, entered into a unit sale agreement with Perpetual Trustee Company Limited, in its capacity as trustee of Acacia Commercial Investment Trust (the "Vendor"), in relation to the acquisition of all the units in Acacia Goulburn Trust which holds the property located at Civic Tower, 66 Goulburn Street, Sydney, Australia (the "Goulburn Street USA"); and
2. through CICT AU 1 Trust, which is indirectly wholly-owned by CICT, entered into a unit sale agreement with the Vendor, in relation to the acquisition of all the units in Acacia Arthur Trust which holds the property located at Innovation Place, 100 Arthur Street, Sydney, Australia (the "Arthur Street USA", together with the Goulburn Street USA, the "Unit Sale Agreements"),

(collectively, the acquisition of Acacia Goulburn Trust and Acacia Arthur Trust, the "Acquisitions").

• CICT AU 1 Trust is wholly owned by CICT AU Trust. CICT AU Trust has been established with the intention that it qualify as a managed investment trust ("MIT") for Australian tax purposes. Distributions from an MIT are subject to a concessional Australian withholding tax rate of 15%. There are several conditions to qualify as an MIT as prescribed under the Australian tax law, which need to be satisfied on an ongoing basis.

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2. Information on the Properties

1. 66 Goulburn Street, Sydney, Australia
   66 Goulburn Street is a 24-storey Grade 'A' office tower, with ancillary retail and a basement car park, located at the southern edge of the Midtown Project of the Sydney central business district. It is a leasehold property with approximately 95 years remaining until 16 August 2116 and has a total net lettable area ("NLA") of 22,887 sqm (comprising 22,630 sqm of office space and 257 sqm of retail space). The property has a committed occupancy rate of 95.3% and 25 tenants (as at 30 September 2021) with a weighted average lease expiry ("WALE") of 2.7 years (based on committed gross rental income as at 30 September 2021). The property has a 5.5-Star NABERS Energy rating and a 4.5-Star NABERS Water rating.
2. 100 Arthur Street, Sydney, Australia
   100 Arthur Street is a 23-storey freehold Grade 'A' office tower with ancillary retail, located in the eastern quadrant of North Sydney central business district. It has a total NLA of 27,082 sqm. The property has a committed occupancy rate of 62.3% and 16 tenants (as at 30 September 2021) with a WALE of 4.0 years (based on committed gross rental income as at 30 September 2021). The property has a 4-Star NABERS Energy rating and a 4.5-Star NABERS Water rating.

3. PRINCIPAL TERMS OF THE ACQUISITION

3.1 Purchase Consideration and Valuation

The purchase consideration payable in relation to the acquisition of Acacia Goulburn Trust, which holds 66 Goulburn Street, is A$158.5 million (S$158.5 million)2 (which is subject to completion adjustments) (the "AGT Purchase Consideration"). This is based on the adjusted net asset value of Acacia Goulburn Trust, taking into account the agreed property value of A$300.0 million (S$300.0 million) (which was negotiated on a willing buyer willing seller basis), other adjustments3 and other assets, and less total liabilities including a bank loan of A$140.0 million owed by Acacia Goulburn Trust to a financial institution (the "AGT Bank Loan"). The Manager has commissioned an independent property valuer, CBRE Valuations Pty Limited ("CBRE"), and the Trustee has commissioned another independent property valuer, Jones Lang LaSalle Advisory Services Pty Ltd ("JLL"), to value 66 Goulburn Street. CBRE has valued the property at A$300.0 million as at 15 November 2021 based on the capitalisation method and the discounted cash flow method. JLL has valued the property at A$300.0 million as at 15 November 2021 based on the capitalisation method and the discounted cash flow method.

The purchase consideration payable in relation to the acquisition of Acacia Arthur Trust, which holds 100 Arthur Street, is A$172.2 million (S$172.2 million) (which is subject to completion adjustments) (the "AAT Purchase Consideration"). This is based on the adjusted net asset value of Acacia Arthur Trust, taking into account the agreed property

• Based on an exchange rate of A$1.00 to S$1.00 as at 8 November 2021. Unless otherwise stated, all Australian dollar

amounts in this announcement have been translated into Singapore dollars based on this exchange rate.

• Including the tenant incentives in respect of 66 Goulburn Street. The Vendor will be responsible for tenant incentives as agreed pursuant to the Goulburn Street USA and such amount will be adjusted in CICT's favour as part of the final completion adjustments for the AGT Purchase Consideration.

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value of A$372.0 million (S$372.0 million) (which was negotiated on a willing buyer willing seller basis), other adjustments4 and other assets, and less total liabilities including a bank loan of A$188.0 million owed by Acacia Arthur Trust to a financial institution (the "AAT Bank Loan"). The Manager has commissioned an independent property valuer, CBRE, and the Trustee has commissioned another independent property valuer, JLL, to value 100 Arthur Street. CBRE has valued the property at A$372.0 million as at 15 November 2021 based on the capitalisation method and the discounted cash flow method. JLL has valued the property at A$372.0 million as at 15 November 2021 based on the capitalisation method and the discounted cash flow method5.

The total purchase consideration for the Acquisitions comprising the AGT Purchase Consideration and the AAT Purchase Consideration is A$330.7 million (S$330.7 million) (the "Purchase Consideration").

3.2 Total Acquisition Outlay

The total acquisition outlay is estimated to be approximately S$381.0 million, comprising:

1. the estimated Purchase Consideration of approximately A$330.7 million (S$330.7 million) (subject to completion adjustments);
2. an acquisition fee (the "Acquisition Fee") payable in Units to the Manager for the Acquisition of approximately A$6.7 million (S$6.7 million) (the "Acquisition Fee Units")6; and
3. approximately S$43.6 million in relation to the other expenses in connection with the Acquisitions, including stamp duty, estimated professional and other fees and expenses incurred or to be incurred by CICT in connection with the Acquisitions,

(collectively, the "Total Acquisition Outlay").

The Manager proposes to fund the Total Acquisition Outlay with a combination of debt and the net sales proceeds from the divestment of 50.0% interest in One George Street (the "Divestment").

The Manager may also consider funding the Acquisitions by a combination of debt, partial net sales proceeds from the Divestment and equity.

The final decision regarding the method of financing the Proposed Acquisition will be made by the Manager at the appropriate time, taking into account the then prevailing market conditions, interest rate environment, and availability of alternative funding options.

It should be noted that the AGT Bank Loan and the AAT Bank Loan will not be repaid upon completion of each of the Acquisitions ("Completion").

• Including the Rental Guarantee Amount (as defined herein) and the tenant incentives in respect of 100 Arthur Street. The Vendor will be responsible for tenant incentives as agreed pursuant to the Arthur Street USA and such amount will

be adjusted in CICT's favour as part of the final completion adjustments for the AAT Purchase Consideration.

• The above valuations take into account the Rental Guarantee (as defined herein). The valuations without the Rental

Guarantee are A$365.0 million (CBRE's valuation) and A$365.0 million (JLL's valuation).

• As the Acquisition will constitute an "interested party transaction" under the Property Funds Appendix, the Acquisition Fee Units shall not be sold within one year from the date of issuance in accordance with Paragraph 5.7 of the Property Funds Appendix.

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3.3 Principal Terms of the Unit Sale Agreements

The principal terms of the Unit Sale Agreements include, among others, the following:

• Completion is subject to receipt of approval from Foreign Investment Review Board7; and
• Completion is subject to there being no material damage to the properties before Completion.

Completion of each of the Acquisitions is conditional upon the condition the completion of the other Acquisition. Accordingly, if any one of the Acquisitions cannot be completed, the other Acquisition will not proceed.

3.4 Rental Guarantee

Pursuant to the Arthur Street USA, the Vendor shall provide a rental guarantee (the "Rental Guarantee") of A$7.0 million (the "Rental Guarantee Amount") in respect of 100 Arthur Street as leasing efforts for the property are being ramped up. The entire Rental Guarantee Amount will be paid by the Vendor at Completion as part of the settlement of the Purchase Consideration via an adjustment of A$7.0 million from the Purchase Consideration payable to the Vendor.

The Rental Guarantee Amount was arrived at based on market rent for vacancy at 100 Arthur Street as at Completion and assuming that the property's vacancy to be filled over a period of 12 months after Completion, or as and when the sum is fully utilised.

4. RATIONALE FOR AND BENEFITS OF THE ACQUISITIONS

The Manager believes that the Acquisitions will bring the following key benefits to Unitholders:

4.1 Delivering on CICT's value creation strategy through portfolio reconstitution

The Acquisitions are in line with CICT's value creation strategy to reconstitute portfolio by recycling capital from the Divestment into higher yielding assets. The combined implied net property income including the Rental Guarantee (the "Implied NPI") yield is 5.2%8 which is higher than the exit yield of 3.17% for the Divestment. This will provide income stability and distribution growth.

The Acquisitions will also position CICT for future growth in key developed markets. The Manager aims to grow via investment opportunities in Singapore and overseas, with no more than 20% of property portfolio value located in developed markets overseas.

• Investments in Australia (including acquisitions of Australian land or in Australian entities) are subject to the requirements under the Foreign Acquisitions and Takeovers Act 1975 ("FATA"). The issue of a prior no objection notification by FIRB under the FATA is required for certain acquisitions.

• The Implied NPI is based on the annualised 1H 2021 net property income ("NPI") of the properties and taking into account the following assumptions: (a) the acquisition of the two trusts were completed on 1 January 2021 and held and operated to 30 June 2021; (b) including tenants' incentives for 66 Goulburn Street and 100 Arthur Street for 1H 2021 borne by the Vendor, as well as the rental guarantee for 100 Arthur Street; (c) the tenants and committed tenants of 100 Arthur Street as at 30 September 2021 were in place on 1 January 2021. Without the rental guarantee for 100 Arthur Street, the combined NPI yield would be 4.2%.

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Following the Acquisitions, the total portfolio property value of CICT will increase from

S$21.8 billion to S$22.4 billion.

Portfolio property value by geography

Germany

4%

Australia 3%

Enlarged

Portfolio

Property

Value(2)

S$22.4 B

Singapore

93%

Portfolio property value by asset class

Integrated
developments	Office
30%
36%

Existing

Portfolio

Property

Value(1)

S$21.8 B

Retail 34%

Notes:

1. Existing portfolio property value is based on valuation as at 31 December 2020 and assuming One George Street had been divested.
2. Enlarged portfolio property value includes existing portfolio value and the two Australian assets which are based on valuation as at 15 November 2021.

4.2 Benefit from recovery potential with the reopening of Sydney

The Acquisitions will enable CICT to gain foothold in Australia, one of Asia Pacific's largest developed market underpinned by healthy economic fundamentals. The country is also expected to rebound and recover as COVID-19 restrictions ease. In particular, Sydney is witnessing major development and rejuvenation initiatives in line with its government- backed ambition to become a leading innovation and technology hub in the region. Sydney is also striving to become a climate leader under its Sustainable Sydney 2030 community plan. It is an opportune time to enter the Australia market as it allows CICT to benefit from the gradual recovery of the Sydney market in the medium and long term and open more

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