REPL::Extraordinary/ Special General Meeting::Voluntary

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.

CAPITALAND LIMITED

(Registration Number: 198900036N)

(Incorporated in the Republic of Singapore)

ANNOUNCEMENT

PROPOSED STRATEGIC RESTRUCTURING AND DEMERGER OF THE INVESTMENT

MANAGEMENT BUSINESS OF CAPITALAND LIMITED

RESULTS OF EXTRAORDINARY GENERAL MEETING AND SCHEME MEETING HELD

ON 10 AUGUST 2021

1. INTRODUCTION

The board of directors (the "Board") of CapitaLand Limited (the "Company" or "CapitaLand") refers to:

1. the scheme document (the "Scheme Document") despatched electronically to the shareholders of CapitaLand ("Shareholders") on 17 July 2021 in relation to, among others, a scheme of arrangement (the "Scheme") proposed to be undertaken by the Company and CLA Real Estate Holdings Pte. Ltd. ("CLA" or the "Offeror") pursuant to Section 210 of the Companies Act, Chapter 50 of Singapore to implement a proposed strategic restructuring and demerger of the investment management business of the Company;
2. the notice of the Extraordinary General Meeting ("EGM") dated 17 July 2021; and
3. the notice of the Scheme Meeting dated 17 July 2021.

Unless otherwise defined, all capitalised terms used and not defined herein shall have the same meanings given to them in the Scheme Document.

1

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.

2. RESULTS OF THE EGM AND SCHEME MEETING

2.1. The Board wishes to announce that:

1. at the EGM convened and held by way of electronic means on Tuesday, 10 August 2021 at 2.20 p.m. (Singapore time), the Special Resolution to approve the capital reduction and distribution in specie set out in the notice of the EGM (the "DIS Resolution") dated 17 July 2021 was duly PASSED; and
2. at the Scheme Meeting convened pursuant to an Order of Court dated 5 July 2021 and held by way of electronic means on Tuesday, 10 August 2021 at 3.10 p.m. (Singapore time), the Scheme Shareholders have, by a majority in number of Scheme Shareholders present and voting by proxy at the Scheme Meeting, such majority representing at least three-fourths in value of the Scheme Shares voted at the Scheme Meeting, APPROVED the Scheme (the "Scheme Resolution").

The information as required under Rule 704(16) of the Listing Manual of the Singapore Exchange Securities Trading Limited is set out in this announcement.

2.2. Breakdown of all valid votes cast at the EGM

	Special		Total			For		Against
	Resolution		number of		Number of		As a percentage		Number of		As a percentage
			Shares		Shares		of total number		Shares		of total number
			represented by				of votes for and				of votes for and
			votes for and				against the				against the
			against the				resolution				resolution
			resolution				(%)(1)				(%)(1)
	To approve
	the Capital
	Reduction and		1,400,397,873		1,394,661,560		99.59		5,736,313		0.41
	Distribution
	in Specie

Note:

1. Rounded to the nearest two (2) decimal places.

Please refer to the notice of the EGM dated 17 July 2021 for the full details of the DIS Resolution. As more than 75% of votes were cast in favour of the DIS Resolution, the above Special Resolution was duly passed at the EGM.

2

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.

2.3. Breakdown of all valid votes cast at the Scheme Meeting

The results of the Scheme Meeting are set out in the following table:

Resolution			FOR	AGAINST	Total
		Number		Percentage	Number	Percentage	Number
				(%)(1)		(%)(1)
To approve	Scheme
the Scheme	Shareholders
of	present and	3,429	97.58	85	2.42	3,514
Arrangement	voting by
	proxy

Scheme

Shares

represented 1,398,734,725 99.80 2,741,698 0.20 1,401,476,423 by votes by

proxy

Note:

1. Rounded to the nearest two (2) decimal places.

2.4. Details of parties who are required to abstain from voting on the DIS Resolution and the Scheme Resolution

As set out in the Scheme Document, the following persons were required to abstain from voting on the DIS Resolution and the Scheme Resolution:

1. the Offeror;
2. the Offeror Concert Parties;
3. the Relevant Directors who are not considered independent for the purposes of the Scheme, namely, Mr Ko Kai Kwun Miguel @ Ko Miguel, Mr Stephen Lee Ching Yen and Mr Anthony Lim Weng Kin; and
4. PSP Award Holders, including, Mr Lee Chee Koon, the Chief Executive Officer of the Company (who is also a Director of the Company).

Based on the information available to the Company as at the date of the EGM and the Scheme Meeting proxy form submission deadline on 7 August 2021, the following table sets out the Shareholders who were required to abstain from voting and did in fact abstain from voting on the DIS Resolution and the Scheme Resolution:

3

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.

	Name of Shareholder			Direct Interest
			No. of Shares			%(1)(2)
	Offeror	2,693,106,549	51.76
	Offeror Concert Parties
	Tan Chong Lee	4,125	0.0001
	DBS Bank Ltd.	2,049,755	0.039
	Deemed Concert Parties	22,691,700	0.44
	Relevant Directors
	Ko Kai Kwun Miguel @	3,679(3)	0.0001
	Ko Miguel
	Stephen Lee Ching Yen	120,726(4)	0.0023
	Anthony Lim Weng Kin(5)	50,145	0.0010
	PSP Award Holders
	Lee Chee Koon	1,490,196(4)	0.0286
	Other PSP Award Holders(6)		18,117,819			0.35

Notes:

1. 1. All references to percentage shareholding of the issued share capital of the Company are calculated based on 5,203,195,792 Shares (excluding treasury shares) as at the date of the EGM and Scheme Meeting.
   2. Rounded to the nearest two (2) decimal places (unless indicated otherwise).
   3. Shares are held by Mr Ko Kai Kwun Miguel @ Ko Miguel and his spouse through DBS Nominees (Private) Limited.
   4. Shares are held through DBS Nominees (Private) Limited.
   5. Mr Anthony Lim Weng Kin's spouse, who holds 1,000 Shares, has also abstained from voting.
   6. The PSP Award Holders' spouses and children have also abstained from voting.
2. Scrutineer for the EGM and the Scheme Meeting
   RL Law LLC was appointed as the scrutineer for the EGM and the Scheme Meeting.
3. Additional Considerations
   Shareholders who are in any doubt as to the action they should take should consult their stockbroker, bank manager, solicitor, accountant, tax adviser or other professional adviser immediately.

3. NEXT STEPS AND INDICATIVE TIMETABLE FOR THE SCHEME

In light of the approval by Shareholders of the DIS and the Scheme, the Company will be submitting its application to the Court for approval of the DIS under Section 78G of the Companies Act and sanction of the Scheme under Section 210 of the Companies Act.

4

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.

Subject to the grant of the Court Orders and the satisfaction (or where applicable, waiver) of all the Scheme Conditions in accordance with the terms of the Implementation Agreement, the Scheme will become effective and binding upon the lodgement of the Court Orders with ACRA.

Scheme Shareholders should note the following indicative timetable in relation to the Scheme:

	Event		Indicative Date (on or around)
	Expected date of Court hearing of the application		Monday, 30 August 2021(1)
	to approve the DIS and sanction the Scheme
	Expected last date of trading of the Shares on		Friday, 3 September 2021
	SGX-ST
	Expected date of trading suspension		Monday, 6 September 2021
	Expected Record Date		Wednesday, 8 September 2021
	Expected Effective Date		Thursday, 9 September 2021(2)
	Expected date for the payment of the Cash		Wednesday, 15 September 2021(3)
	Consideration
	Expected date for the crediting of the CLI		Wednesday, 15 September 2021
	Shares and the CICT Units to Shareholders
	pursuant to the DIS
	Expected date for the listing of the CLI Shares		Thursday, 16 September 2021
	Expected date for the delisting of the Shares		Friday, 17 September 2021
	Expected period of Odd Lots Trading		Thursday, 16 September 2021 to
	Arrangement		Thursday, 14 October 2021

Notes:

1. The date of the Court hearing of the application to approve the DIS and sanction the Scheme will depend on the date that is allocated by the Court.
2. The Scheme will only be effective and binding upon lodgement of the Court Orders with ACRA. The Court Orders will be lodged with ACRA upon the satisfaction (or, where applicable, waiver) of all the Scheme Conditions, a list of which is set out in Appendix 11 to the Scheme Document.
3. Assuming the Effective Date is 9 September 2021.
4. All references to dates and times are made by reference to Singapore dates and times.

5