ESR REIT : Trust Scheme Of Arrangement - Dealings Disclosure

(Constituted in the Republic of Singapore pursuant to a trust deed dated 31 March 2006 (as amended))

DEALINGS DISCLOSURE

1. INTRODUCTION
   ESR Funds Management (S) Limited, as manager of ESR-REIT (the "ESR-REITManager"), refers to the announcement dated 16 July 2020 (the "Joint Announcement") issued by the ESR-REIT Manager and Sabana Real Estate Investment Management Pte. Ltd., as manager of Sabana Shari'ah Compliant Real Estate Investment Trust ("Sabana REIT"), in relation to the proposed merger (the "Merger") of ESR-REIT and Sabana REIT, to be effected through the acquisition by RBC Investor Services Trust Singapore Limited (in its capacity as trustee of ESR-REIT) (the "ESR-REITTrustee") of all the units of Sabana REIT (the "Sabana Units") held by the unitholders of Sabana REIT (the "Sabana Unitholders"), in exchange for units in ESR-REIT (the "ESR-REITUnits") by way of a trust scheme of arrangement (the "Scheme") in compliance with the Singapore Code on Take-overs and Mergers (the "Code") (the "Joint Announcement"), as amended by the corrigendum to the Joint Announcement issued by the ESR-REIT Manager and the Sabana Manager on 7 August 2020.
2. DEALINGS BY THE ESR-REIT MANAGER
   Pursuant to Rule 12.1 of the Code, the ESR-REIT Manager wishes to announce the following dealings in the ESR-REIT Units by the ESR-REIT Manager as distribution of an interim dividend in specie of ESR-REIT Units:

Date of Dealing	Nature of Dealing		Number of ESR-REIT	Dealing Price (S$)
				Units subject to the
				Dealing
22 October 2020	Distribution of	an	15,635,456	N/A
	interim	dividend	in
	specie of ESR-REIT
	Units	to	ESR
	Investment
	Management Pte. Ltd.

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The ESR-REIT Manager owns or controls 24,048,447 ESR-REIT Units after the dealings reported above, representing approximately 0.68 per cent. of the total number of ESR-REIT Units in issue1.

3. DEALINGS BY E-SHANGINFINITY CAYMAN LIMITED

Pursuant to Rule 12.1 of the Code, the ESR-REIT Manager wishes to announce the following dealings in the ESR-REIT Units by e-Shang Infinity Cayman Limited ("e-Shang") as distribution of an interim dividend in specie of ESR-REIT Units:

Date of Dealing	Nature of Dealing		Number of ESR-REIT	Dealing Price (S$)
					Units subject to the
					Dealing
22 October 2020	Distribution	of	an	15,635,456	N/A
	interim	dividend	in
	specie of ESR-REIT
	Units	by	InfinitySub
	Pte. Ltd. to e-Shang2

e-Shang owns or controls 336,168,533 ESR-REIT Units after the dealings reported above, representing approximately 9.49 per cent. of the total number of ESR-REIT Units in issue1.

4. RESULTANT UNITHOLDING

Based on the latest information available to the ESR-REIT Manager as at 6.00 p.m. on 22 October 2020, ESR-REIT and parties acting in concert and presumed to be acting in concert with it hold in aggregate 1,229,729,670 ESR-REIT Units, representing approximately 34.71% of all the issued ESR- REIT Units1.

BY ORDER OF THE BOARD

ESR Funds Management (S) Limited

As Manager of ESR-REIT

(Company Registration No. 200512804G, Capital Markets Services Licence No.100132)

Adrian Chui

Chief Executive Officer and Executive Director

23 October 2020

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In this Announcement, all references to the total number of ESR-REIT Units shall be based on 3,543,157,293 ESR- REIT Units.

The interim dividend in specie of 15,635,456 ESR-REIT Units distributed by the ESR-REIT Manager to ESR Investment Management Pte. Ltd. was in turn distributed as an interim dividend in specie to InfinitySub Pte. Ltd.

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For further enquiries, please contact:
ESR Funds Management (S) Limited
Gloria Low	Lyn Ong
Corporate Communications Manager	Investor Relations Manager
Tel: [phone]	Tel: [phone]
Email: [e-mail]	Email: [e-mail]

Responsibility Statement

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

Where any information has been extracted or reproduced from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the directors of the ESR-REIT 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 announcement.

Forward-Looking Statements

All statements other than statements of historical facts included in this announcement are or may be forward-looking statements. Forward- looking statements include but are not limited to those using words such as "seek", "expect", "anticipate", "estimate", "believe", "intend", "project", "plan", "strategy", "forecast" and similar expressions or future or conditional verbs such as "will", "would", "should", "could", "may" and "might". Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements as a result of a number of risks, uncertainties 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 costs), governmental and public policy changes and the continued availability of financing in amounts and on terms necessary to support future business. You are cautioned not to place undue reliance on these forward-looking statements, which are based on the ESR-REIT Manager's current view of future events, and the ESR-REIT Manager does not undertake any obligation to update publicly or revise any forward-looking statements.

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About ESR-REIT

ESR-REIT has been listed on the Singapore Exchange Securities Trading Limited since 25 July 2006.

ESR-REIT invests in quality income-producing industrial properties and as at 30 June 2020 holds interest in a diversified portfolio of 57 properties located across Singapore, with a total gross floor area of approximately

15.1 million square feet and an aggregate property value of S$3.1 billion3. The properties are in the following business sectors: Business Park, High-Specs Industrial, Logistics/Warehouse and General Industrial, and are located close to major transportation hubs and key industrial zones island-wide.

The Manager's objective is to provide Unitholders with a stable income stream through the successful implementation of the following strategies:

• Acquisition of value-enhancing properties;
• Proactive asset management;
• Divestment of non-core properties; and
• Prudent capital and risk management.

ESR Funds Management (S) Limited, the Manager of ESR-REIT, is owned by namely, ESR Cayman Limited ("ESR") (67.3%), Shanghai Summit Pte. Ltd. (25.0%), and Mitsui & Co., Ltd (7.7%).

For further information on ESR-REIT, please visit www.esr-reit.com.sg.

About the Sponsor, ESR

ESR is the largest APAC focused logistics real estate platform by gross floor area (GFA) and by value of the assets owned directly and by the funds and investment vehicles it manages. Co-founded by its senior management team and Warburg Pincus, ESR and the funds and investment vehicles it manages are backed by some of the world's preeminent investors including APG, SK Holdings, JD.com, CPP Investments, OMERS, PGGM and Ping An. The ESR platform spans across the People's Republic of China, Japan, South Korea, Singapore, Australia and India. As of 30 June 2020, the fair value of the properties directly held by ESR and the assets under management with respect to the funds and investment vehicles managed by ESR recorded approximately US$26.5 billion, and GFA of properties completed and under development as well as GFA to be built on land held for future development comprised 18.7 million sqm in total. ESR has been listed on the Main Board of The Stock Exchange of Hong Kong Limited since 1 November 2019.

For more information on ESR, please visit www.esr.com.

3 Includes 100% of the valuation of 7000 Ang Mo Kio Avenue 5 and 48 Pandan Road, in which ESR-REIT holds 80% interest in 7000 Ang Mo Kio Avenue 5 and 49% interest in 48 Pandan Road, but excludes the effects arising from the adoption of Financial Reporting Standard (FRS) 116 Leases which became effective on 1 January 2019.

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