Placements::Launch of Private Placement to Raise Gross Proceeds of Between Approximately S$200.1m and S$204.3m

NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA). THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR JAPAN. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS OF ANY STATE OR JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.

(Constituted in Republic of Singapore pursuant to a trust deed dated 17 March 2011 (as amended))

ANNOUNCEMENT

LAUNCH OF PRIVATE PLACEMENT TO RAISE GROSS PROCEEDS OF BETWEEN

APPROXIMATELY S$200.1 MILLION AND S$204.3 MILLION

1. Introduction
   Keppel DC REIT Management Pte. Ltd., as manager of Keppel DC REIT (the "Manager"), wishes to announce the proposed private placement of 81,000,000 new units in Keppel DC REIT ("Units", and the new Units to be issued pursuant to the Private Placement, the "New Units") at an issue price of between S$2.470 (the "Minimum Issue Price") and S$2.522 per New Unit (both figures inclusive) (the "Issue Price Range") to raise gross proceeds of between approximately S$200.1 million and S$204.3 million (the "Private Placement").
2. Details of the Private Placement
   The Manager has appointed Citigroup Global Markets Singapore Pte. Ltd., DBS Bank Ltd., Oversea-Chinese Banking Corporation Limited and Credit Suisse (Singapore) Limited as the joint bookrunners and underwriters in relation to the Private Placement (the "Joint Bookrunners and Underwriters").
   The Manager has today entered into a subscription agreement with the Joint Bookrunners and
   Underwriters (the "Subscription Agreement"), pursuant to which the Joint Bookrunners and Underwriters have been appointed to procure subscriptions and payments for, or failing which, to subscribe and pay for, the New Units at an issue price per New Unit (the "Issue Price") to be determined on the terms and subject to the conditions of the Subscription Agreement.
   The Private Placement shall be subject to certain conditions precedent set out in the Subscription Agreement, including the receipt of the approval in-principle of Singapore
   Exchange Securities Trading Limited (the "SGX-ST") for the listing of, dealing in, and quotation of, the New Units on the Main Board of the SGX-ST. The Private Placement is fully underwritten by the Joint Bookrunners and Underwriters on the terms and subject to the conditions of the

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Subscription Agreement.

The Issue Price Range of between S$2.470 and S$2.522 per New Unit (both figures inclusive) represents a discount of between:

1. 2.0% and 4.0% to the volume weighted average price ("VWAP") of S$2.5742 per Unit, for trades in the Units done on the SGX-ST for the Market Day1 on 11 August 2021 (being the preceding Market Day up to the time the Subscription Agreement was signed on 12 August 2021); and
2. (for illustrative purposes only) 1.5% and 3.5% to the adjusted VWAP2 of S$2.5600 per Unit.

The Issue Price will be determined by the Manager and the Joint Bookrunners and Underwriters following a book-building process. The Manager will make an announcement via SGXNET once the Issue Price has been determined.

3. Use of Proceeds

Subject to relevant laws and regulations, the Manager intends to use the gross proceeds of approximately S$200.1 million (based on the Minimum Issue Price) in the following manner:

1. approximately S$67.9 million (which is equivalent to 33.9% of the gross proceeds of the Private Placement) to partially fund the proposed acquisition by Keppel DC REIT of a data centre property located at No. 5 Bluesea Intelligence Valley, Shaping Street,
   Heshan, Jiangmen, Guangdong Province, People's Republic of China together with the facility and equipment built and installed thereon (the "Acquisition") 3 and the associated costs;
2. approximately S$128.6 million (which is equivalent to 64.3% of the gross proceeds of the Private Placement) to fund future acquisitions and to repay debt (including debt previously drawn down for investments) to create debt headroom for future acquisitions4; and
3. approximately S$3.6 million (which is equivalent to 1.8% of the gross proceeds of the Private Placement) to pay the estimated fees and expenses, including professional fees and expenses, incurred or to be incurred by Keppel DC REIT in connection with the Private Placement,

with the balance of the gross proceeds of the Private Placement, if any, to be used for general corporate and/or working capital purposes.

Notwithstanding its current intention, in the event that the Private Placement is completed but the Acquisition does not proceed for whatever reason, the Manager may, subject to relevant laws and regulations, use the net proceeds from the Private Placement at its absolute discretion for other purposes, including, without limitation, to repay existing indebtedness and for funding

1. "Market Day" refers to a day on which the SGX-ST is open for securities trading.
2. The adjusted VWAP is computed based on the VWAP of trades in the Units done on the SGX-ST for the Market Day on 11 August 2021 (being the preceding Market Day up to the time the Subscription Agreement was signed on 12 August 2021) and subtracting the Advanced Distribution (as defined herein) of approximately 1.421 cents per Unit (being the mid-point of the estimated Advanced Distribution Range (as defined herein)). This amount is only an estimate based on information currently available to the Manager, and the actual Advanced Distribution may differ and will be announced on a later date.
3. The balance of the purchase consideration for the Acquisition will be funded by debt financing.
4. See paragraph 4.2 of this announcement for further details.

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capital expenditures and general corporate and/or working capital purposes.

Pending the deployment of the net proceeds from the Private Placement, the net proceeds may, subject to relevant laws and regulations, be deposited with banks and/or financial institutions or used to repay outstanding borrowings or for any other purpose on a short-term basis as the Manager may, in its absolute discretion, deem fit.

The Manager will make periodic announcements on the utilisation of the net proceeds of the Private Placement via SGXNET as and when such funds are materially utilised and whether such a use is in accordance with the stated use and in accordance with the percentage allocated. Where there is any material deviation from the stated use of proceeds, the Manager will announce the reasons for such deviation.

4. Rationale for the Private Placement

The Manager believes that the use of the net proceeds from Private Placement towards the Acquisition and debt repayment purposes will bring the following key benefits to the unitholders of Keppel DC REIT (the "Unitholders"):

4.1 Benefits of the Acquisition

The Manager believes that the key benefits of the Acquisition are as follows:

• First Investment in China, the largest growing data centre hub in Asia
  The Acquisition would anchor Keppel DC REIT's entry into China, the second largest data centre market globally and the largest growing data centre hub in Asia. Further, Guangdong has the highest share of large scale data centres, commanding over 20% of the market, and is located within the Greater Bay Area, one of China's most vibrant economic regions. The Acquisition increases geographical diversification of Keppel DC REIT's portfolio to nine countries globally.

Existing Portfolio

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Enlarged Portfolio

Notes:

• 1. Based on Asset Under Management ("AUM") as at 30 June 2021.
  2. Based on AUM as at 30 June 2021 and post-Acquisition.
• DPU accretive acquisition consistent with Keppel DC REIT's investment strategy
  The Acquisition is expected to be accretive to Keppel DC REIT's distribution per unit ("DPU") and is in line with Keppel DC REIT's investment strategy of acquiring stable and income-producing data centre properties that would enhance total return to Unitholders. The master lease on a triple net lease basis5 to the tenant mitigates any operating and capital expenditure risks for the lessor.
• Improve portfolio occupancy and income diversification
  The Acquisition enhances portfolio resilience with the introduction of a newly completed asset, and adds to further income diversification and rebalances the portfolio with more master leases and assets in Asia. Following the Acquisition, AUM would increase from S$3.1 billion as at 30 June 2021 to S$3.2 billion, portfolio occupancy would improve from 98.0% as at 30 June 2021 to 98.2% and portfolio weighted average lease expiry would increase from 6.5 years as at 30 June 2021 to 7.3 years.

(See announcement titled "Acquisition of the Data Centre located at No. 5 Bluesea Intelligence Valley, Shaping Street, Heshan City, People's Republic of China" dated 26 July 2021 for further details and benefits of the Acquisition to Keppel DC REIT and its Unitholders.)

4.2 Strengthen Keppel DC REIT's balance sheet and capital structure and enhance its financial flexibility

It is intended that the Acquisition will be financed by a combination of debt financing and part of the net proceeds from the Private Placement, taking into account the prevailing market conditions, while maintaining an optimum level of gearing. The Manager believes that the Private Placement is an efficient and overall beneficial method of raising funds to partially finance the Acquisition and to be used for funding future acquisitions. Prior to deployment of the net proceeds of the Private Placement to fund future acquisitions, the Manager intends to

5 With the exception of applicable real estate tax which the lessee shall bear up to a certain threshold.

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use the proceeds for debt repayment purposes (including debt previously drawn down for investments). This would enable Keppel DC REIT to reduce its Aggregate Leverage6.

Keppel DC REIT's Aggregate Leverage is expected to decrease from approximately 36.7% to approximately 34.7%, assuming that the Acquisition will be funded and certain borrowings will be repaid immediately after the Private Placement as illustrated in the table below.

	As of 30 June 2021	Immediately after the Private
		Placement and taking into
		account the Acquisition and
		debt repayment(1)
Aggregate Leverage	36.7%	34.7%

Note:

1. Based on Keppel DC REIT's unaudited financial statements as at 30 June 2021 and assuming the deployment of the net proceeds of the Private Placement for their intended use in relation to the Acquisition and debt repayment purposes as described in paragraph 3 of this announcement in the section "Use of Proceeds" above.

The Private Placement will provide Keppel DC REIT with greater financial capacity to capitalise on and pursue further growth opportunities, including acquisitions of income-producing properties and built-to-suit development projects, as and when they may arise to create greater value and returns for Unitholders.

With the proceeds from the Private Placement, Keppel DC REIT will be able to act more expeditiously and be more responsive when pursuing potential growth opportunities, which are essential in a competitive environment where the timelines in making bids and making payment for acquisition of income-producing properties are important.

4.3 Possible increase in trading liquidity of Units

The New Units to be issued pursuant to the Private Placement will increase the number of Units in issue by 81,000,000 million New Units, which represents an increase of approximately 5.0% of the total number of Units currently in issue.

The increase in the total number of Units in issue and enlarged Unitholder base is expected to enhance the free float and trading liquidity of the Units and raise the profile of Keppel DC REIT among investors.

5. Authority to issue Units

The issue of the New Units under the Private Placement is being carried out pursuant to a general mandate (the "General Mandate") given to the Manager at the annual general meeting of Keppel DC REIT ("AGM") held on 21 April 2021.

Pursuant to the General Mandate, the Manager may, during the period from 21 April 2021 to (i) the conclusion of the next AGM, or (ii) the date by which the next AGM is required by applicable regulations to be held, whichever is earlier, issue new Units and/or securities, warrants, debentures or other instruments convertible into Units ("Convertible Securities") such that the number of new Units (and/or Units into which the Convertible Securities may be converted) does not exceed 50.0% of the total number of Units in issue (excluding treasury Units, if any)

6 "Aggregate Leverage" is defined in the Property Funds Appendix (Appendix 6 of the Code on Collective Investment

Schemes issued by the Monetary Authority of Singapore) as the ratio of Keppel DC REIT's borrowings and deferred payments (including deferred payments for assets whether to be settled in cash or Units) to the value of its deposited property.

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