Mapletree Commercial Trust : Minutes of 10th Annual General Meeting Held on 22 July 2021

MAPLETREE COMMERCIAL TRUST

(constituted in the Republic of Singapore pursuant to a trust deed dated 25 August 2005 (as amended))

MINUTES OF PROCEEDINGS OF 10TH ANNUAL GENERAL MEETING

Date/Time	: Thursday, 22 July 2021 at 2.30 p.m.
Venue	: Held via electronic means
Present	: Unitholders of Mapletree Commercial Trust ("MCT") as per
	attendance records maintained by the Manager (as defined
	below)
In attendance	: Directors, management, joint company secretary and lawyers of
	the Manager, representatives from DBS Trustee Limited, the
	trustee of MCT and PricewaterhouseCoopers LLP, the auditor
	of MCT, per attendance records maintained by the Manager

Introduction

1. Mr Wan Kwong Weng, as Joint Company Secretary, announced at 2.30 p.m. that the 10th Annual General Meeting of MCT would commence. He introduced himself as the Joint Company Secretary of Mapletree Commercial Trust Management Ltd., the manager of MCT (the "Manager"), and informed unitholders of MCT ("Unitholders") that in view of the ongoing COVID-19 situation, MCT was conducting its annual general meeting ("AGM" or "Meeting") this year via electronic means pursuant to the COVID-19 (Temporary Measures) Order 2020. He also thanked Unitholders for pre-registering for the AGM and submitting questions in advance. He informed that Unitholders could refer to MCT's website and SGXNet, where the Manager had published the substantial and relevant questions received from Unitholders for the AGM and the Manager's responses to the same prior to the meeting. He also informed that Unitholders who had additional questions in relation to the resolutions tabled for approval at the AGM may submit their questions via the online chat box.
2. Mr Wan Kwong Weng proceeded to introduce the Directors and the management of the Manager who were present in person and via video conference, and added that representatives from DBS Trustee Limited, the trustee of MCT (the "Trustee") and PricewaterhouseCoopers LLP, the auditor of MCT (the "Auditor"), were also in attendance.
3. Unitholders were informed that in accordance with the trust deed constituting MCT, the Trustee had nominated Mr Tsang Yam Pui, Chairman of the Board of Directors of the Manager, to preside as the Chairman of the Meeting ("Chairman").

Presentation by Management and Responses to Questions Received from Unitholders

4. Mr Wan Kwong Weng then invited Ms Janica Tan and Ms Sharon Lim, the CFO and the CEO of the Manager respectively, to give Unitholders a brief overview on the financial year ended 31 March 2021.

1. The CFO and CEO gave a presentation on MCT's performance for the year ended
   31 March 2021. A copy of the presentation was uploaded onto the website of MCT and on SGXNet prior to the Meeting.
2. The CEO also referred Unitholders to the Manager's responses to the substantial and relevant questions received from Unitholders for the AGM. A copy of the responses was uploaded onto the website of MCT and on SGXNET prior to the Meeting.
3. The CEO handed the conduct of the Meeting back to the Chairman.

Quorum

8. As a quorum was present, Chairman declared the Meeting open at 3.00 p.m..

Notice

1. Chairman noted that the purpose of the Meeting was to seek the approval of
   Unitholders for the 3 resolutions (the "Resolutions") set out in the Notice of AGM dated 23 June 2021 which was sent by electronic means via publication on the website of MCT and made available on the website of SGX.
2. The Notice of AGM was taken as read.
3. Chairman then move on to address any questions submitted via the online chat box by any Unitholders participating through the live audio-visual webcast.
4. Unitholder Meng Yuen Wang noted that Singapore was now back to Phase 2 (Heightened Alert) where dining-in at food and beverage outlets was prohibited and enquired about the rental relief or grants that would be expected of landlords during this period and whether MCT would set aside financial reserves to meet these assistance expenses.
5. Chairman informed that the Manager had a plan to manage the current volatility created by the COVID-19 pandemic and invited Ms Sharon Lim to provide more details. Ms Sharon Lim informed that the Manager was ready to assist tenants which were adversely impacted by the COVID-19 pandemic and they remained guided by two key principles. First, whether the affected tenants would be able to sustain the business over the long term and the drop in the sales would be a key parameter in calibrating the rental rebates to be extended to such tenants. Second, the landlord and the tenant had to share in the downside impact of the COVID-19 pandemic and at the landlord's end, the landlord would be prompt in extending the rental rebates in order to minimise the cashflow crunch experienced by affected tenants.
6. As there were no further questions, Chairman proceeded with the conduct of the Meeting.

Conduct of Voting

15. Chairman informed Unitholders that in accordance with the COVID-19 (Temporary Measures) Act 2020 and the related order on the conduct of alternative arrangements for general meetings, all votes on the resolutions tabled at the AGM would be by proxy and only the Chairman of the Meeting may be appointed as a

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proxy. Chairman added that he had been appointed as proxy by a number of Unitholders and would vote in accordance with their specific instructions.

16. Chairman explained that all resolutions tabled at the AGM would be voted by poll based on the proxy forms that had been submitted to the Manager at least 72 hours before the AGM. Chairman further informed Unitholders that RHT Governance, Risk & Compliance (Singapore) Pte. Ltd. had been appointed as scrutineer ("Scrutineer"), and the poll results had already been verified by the Scrutineer. The tabulated poll results would be declared after the motions had been put to a vote.

As Ordinary Business

1. Resolution 1 was to receive and adopt the Report of the Trustee, the Statement by the Manager and the Audited Financial Statements of MCT for the financial year ended 31 March 2021 together with the Auditor's Report thereon. Chairman proceeded to propose and put the motion to a vote and cast his votes in accordance with the voting instructions received.
2. Based on the Scrutineer's report, the voting results for Resolution 1 were as follows.
   Votes FOR the resolution: 99.83% (2,187,522,513 votes)
   Votes AGAINST the resolution: 0.17% (3,825,606 votes)
   Based on the results of the poll, Chairman declared Resolution 1 carried as an ordinary resolution.
3. It was resolved as an Ordinary Resolution that the Report of the Trustee, the Statement by the Manager and the Audited Financial Statements of MCT for the financial year ended 31 March 2021 and the Auditor's Report thereon, be received and adopted.
4. Resolution 2 was to re-appoint PricewaterhouseCoopers LLP as auditor of MCT to hold office from the conclusion of the Meeting until the conclusion of the next AGM of MCT, and to authorise the Manager to fix their remuneration. Chairman proceeded to propose and put the motion to a vote and cast his votes in accordance with the voting instructions received.
5. Based on the Scrutineer's report, the voting results for Resolution 2 were as follows.
   Votes FOR the resolution: 99.97% (2,191,317,280 votes)
   Votes AGAINST the resolution: 0.03% (610,984 votes)
   Based on the results of the poll, Chairman declared Resolution 2 carried as an ordinary resolution.
6. It was resolved as an Ordinary Resolution that PricewaterhouseCoopers LLP be re-appointed as the auditor of MCT to hold office from the conclusion of the Meeting until the conclusion of the next annual general meeting of MCT, and that the Manager be authorised to fix their remuneration.

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As Special Business

23. Resolution 3 was to approve a general mandate to be given to the Manager to

1. (i) issue new units in MCT ("Units") whether by way of rights, bonus or otherwise, and/or
2. 1. make or grant offers, agreements or options (collectively "Instruments") that might or would require Units to be issued,

at any time and upon such terms and conditions and for such purposes and to such persons as the Manager may in its absolute discretion deem fit;

1. issue Units in pursuance of any Instruments made or granted by the Manager while this Resolution was in force,

provided that the conditions set out in the Notice of AGM are met.

Chairman proceeded to propose and put the motion to a vote and cast his votes in accordance with the voting instructions received.

1. Based on the Scrutineer's report, the voting results for Resolution 3 were as follows.
   Votes FOR the resolution: 91.88% (2,013,918,881 votes)
   Votes AGAINST the resolution: 8.12% (178,011,152 votes)
   Based on the results of the poll, Chairman declared Resolution 3 carried as an ordinary resolution.
2. It was resolved as an Ordinary Resolution that approval be and is hereby given to the Manager to
3. 1. (i) issue Units whether by way of rights, bonus or otherwise; and/or
   2. 1. make or grant Instruments that might or would require Units to be issued, including but not limited to the creation and issue of (as well as adjustments to) securities, warrants, debentures or other instruments convertible into Units,

at any time and upon such terms and conditions and for such purposes and to such persons as the Manager may in its absolute discretion deem fit; and

1. issue Units in pursuance of any Instruments made or granted by the Manager while this Resolution was in force (notwithstanding that the authority conferred by this Resolution may have ceased to be in force at the time such Units are issued),
   provided that:
2. 1. the aggregate number of Units to be issued pursuant to this Resolution (including Units to be issued in pursuance of Instruments made or granted pursuant to this Resolution) shall not

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exceed fifty per cent. (50%) of the total number of issued Units (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of Units to be issued other than on a pro rata basis to Unitholders (including Units to be issued in pursuance of Instruments made or granted pursuant to this Resolution) shall not exceed twenty per cent. (20%) of the total number of issued Units (as calculated in accordance with sub-paragraph (2) below);

1. subject to such manner of calculation as may be prescribed by
   Singapore Exchange Securities Trading Limited (the "SGX-ST") for the purpose of determining the aggregate number of Units that may be issued under sub-paragraph (1) above, the total number of issued Units shall be based on the total number of issued Units at the time this Resolution is passed, after adjusting for:
2. 1. any new Units arising from the conversion or exercise of any Instruments which are outstanding or subsisting at the time this Resolution is passed; and
   2. any subsequent bonus issue, consolidation or subdivision of Units;
3. in exercising the authority conferred by this Resolution, the Manager shall comply with the provisions of the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the trust deed constituting MCT (as amended) (the "Trust Deed") for the time being in force
   (unless otherwise exempted or waived by the Monetary Authority of Singapore);
4. (unless revoked or varied by Unitholders in a general meeting) the authority conferred by this Resolution shall continue in force until (i) the conclusion of the next Annual General Meeting of MCT or (ii) the date by which the next Annual General Meeting of MCT is required by applicable regulations to be held, whichever is earlier;
5. where the terms of the issue of the Instruments provide for adjustment to the number of Instruments or Units into which the Instruments may be converted in the event of rights, bonus or other capitalisation issues or any other events, the Manager is authorised to issue additional Instruments or Units pursuant to such adjustment notwithstanding that the authority conferred by this Resolution may have ceased to be in force at the time the Instruments or Units are issued; and
6. the Manager and the Trustee be and are hereby severally authorised to complete and do all such acts and things (including executing all such documents as may be required) as the Manager or, as the case may be, the Trustee may consider expedient or necessary or in the interest of MCT to give effect to the authority conferred by this Resolution.

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