Asset Acquisitions and Disposals::The Proposed Acquisition of the Malaysia Property as an Interested Person Transaction

(Constituted in the Republic of Singapore pursuant to a Trust Deed dated 5 July 2004 (as amended))

ANNOUNCEMENT

THE PROPOSED ACQUISITION OF THE MALAYSIA PROPERTY AS AN INTERESTED PERSON TRANSACTION

For illustrative purposes, certain MYR amounts have been translated into Singapore dollars. Unless otherwise indicated, such translations are as at 20 August 2021, and have been made based on the illustrative exchange rate of S$1.00 = MYR3.11. Such translations should not be construed as representations that MYR amounts referred to could have been, or could be, converted into Singapore dollars, as the case may be, at that or any other rate or at all.

1. Introduction

As announced on 23 June 2021 (the "Update Announcement"), the sale and purchase agreement entered into on 19 October 2020 in respect of the proposed acquisition of Mapletree Logistics Hub - Tanjung Pelepas (the "Malaysia Property") 1 had lapsed as it had taken more time than expected for the requisite written approvals of the Johor Port Authority and Pelabuhan Tanjung Pelepas Sdn Bhd, which is the sub-lessor of the Malaysia Property (the "Sub-Lessor"), to be obtained given the impact of the COVID-19 situation in Malaysia.

Further to the Update Announcement, Mapletree Logistics Trust Management Ltd., as manager of Mapletree Logistics Trust ("MLT", and as manager of MLT, the "Manager"), is pleased to announce that a conditional sale and purchase agreement (the "Malaysia Asset Purchase Agreement") has been entered into on 20 August 2021 by Semangkuk 2 Berhad, a bankruptcy- remote special purpose vehicle incorporated in Malaysia (the "Malaysia SPV"), to enable MLT to acquire the Malaysia Property (the "Malaysia Acquisition") via an asset-backed securitisation structure (the "Malaysia ABS Structure"), with Trinity Bliss Sdn. Bhd., a company indirectly owned by Mapletree Investments Pte Ltd ("MIPL") and Itochu Corporation ("Itochu") in the proportion of 80.0% and 20.0% respectively (the "Malaysia Vendor").

1.1 Structure of the Malaysia Acquisition

The Malaysia SPV has entered into the Malaysia Asset Purchase Agreement to acquire the Malaysia Property from the Malaysia Vendor via the Malaysia ABS Structure.

Pursuant to the terms of the Malaysia Asset Purchase Agreement, the aggregate purchase consideration payable by the Malaysia SPV in connection with the Malaysia Acquisition (the "Malaysia Acquisition Price") is MYR404.8 million (S$130.2 million)

1 "Malaysia Property" refers to the sub-lease over all of the area particularly described as Mapletree Logistics Hub, Tanjung Pelepas, Plot D40 & D44, Distripark B, Pelepas Free Zone, Pelabuhan Tanjung Pelepas 81560, Gelang Patah, Johor being part of the leasehold land of ninety-nine (99) years expiring on 22 May 2099 held under H.S.(D) 303949, Lot PTD 2426, Mukim Tanjung Kupang, Daerah Johor Bahru, Negeri Johor ("Malaysia Parent Land"), measuring approximately 27.92 acres in area of the Malaysia Parent Land for a term of 40 years commencing on 7 April 2015 and expiring on 23 March 2055 which is broken down into two (2) lease periods, the first of which commenced on 7 April 2015 and will expire on 23 March 2045 ("First Term") which is registered on the title to the Malaysia Parent Land on 20 June 2017 vide presentation number 41326/2017, for a term of 29 years and 351 days commencing from 7 April 2015 to 23 March 2045, and the second of which shall, subject to an option to extend the First Term being exercised by the Malaysia SPV, continue from 24 March 2045 until 23 March 2055 ("Second Term"). Please see Appendix A to this Announcement for further details on the Malaysia Property.

1

(being also the agreed property value of the Malaysia Property (the " Agreed Property Value"). The Malaysia Acquisition Price will be paid in cash to the Malaysia Vendor on the terms set out in the Malaysia Asset Purchase Agreement .

Pursuant to the Malaysia ABS Structure, the Malaysia SPV currently holding the property known as Mapletree Logistics Hub - Shah Alam located at Lot No. 10003, Jalan Jubli Perak 22/1A, Seksyen 22, 40300 Shah Alam, Selangor Darul Ehsan, Malaysia, was established to purchase various commercial/industrial warehouses and logistics properties or, as the case may be, the rights, title and interest as a contractual lessee, sub-lessee or tenant under an existing lease, sub-lease or tenancy in relation to such properties, such as the Malaysia Property. The ordinary shares of the Malaysia SPV are held by a professional trustee on a discretionary trust for the benefit of charitable organisations. Pursuant to a 60-year, asset- backed medium-term note programme of up to MYR5.0 billion (or approximately S$1.6 billion) (the "MTN Programme"), the Malaysia SPV will issue, on a "limited recourse" basis2, either (a) bridge medium term notes with an early redemption option (the "Bridge MTNs") to, inter alia, bridge finance the Malaysia Acquisition, which are intended to be refinanced by the issuance of multiple tranches of variously-ranked medium terms notes (the "ABS MTNs") or (b) the junior ranking ABS MTNs (the "Junior ABS MTNs") together with the senior ranking ABS MTNs (the "Senior ABS MTNs") to, inter alia, finance the Malaysia Acquisition.

The Bridge MTNs, if issued, shall be subscribed in full by MLT and/or its subsidiaries (the "MLT Group Entities") and shall be freely tradable and transferable, subject to such restrictions on transfer as may be applicable. The Bridge MTNs will be a form of bridging debt financing pending the finalisation and issuance of the Junior ABS MTNs and the Senior ABS MTNs. The quantum of the Bridge MTNs will essentially be the Malaysia Acquisition Price until the Senior ABS MTNs and Junior ABS MTNs are issued to refinance the Bridge MTNs.

The Senior ABS MTNs, when issued, will be issued to sophisticated investors3 and the Junior ABS MTNs, when issued, will be subscribed in full by the MLT Group Entities. The Manager will determine the split between the Senior ABS MTNs and the Junior ABS MTNs depending on market conditions and demand from sophisticated investors in Malaysia for the Senior ABS MTNs. The Senior ABS MTNs are a form of onshore debt financing and will provide natural capital hedge given that they will be denominated in Malaysian Ringgit.

By subscribing for the Bridge MTNs or the Junior ABS MTNs, MLT is investing indirectly in the underlying real estate held by the Malaysia SPV (including the Malaysia Property as at the date of completion of the Malaysia Acquisition) and will be receiving cash flow from such real estate, in the form of interest income from the Bridge MTNs or the Junior ABS MTNs. The Bridge MTNs or the Junior ABS MTNs provide MLT with the same economic interest as if it had acquired the Malaysia Property directly as it allows MLT (through the Malaysia SPV) to receive the performance coupon, after netting off payments to the Senior ABS MTN holders (applicable only if issued together with Junior ABS MTNs), fees and expenses in relation to the Malaysia Acquisition.

The diagram below sets out the relationship between the various parties following completion of the Malaysia Acquisition:

1. The recourse of the holders of the medium-term-notes to the Malaysia SPV is limited to the assets of the Malaysia SPV and no petition for the winding-up or dissolution of the Malaysia SPV may be made by the medium-term-note holders under the terms of the MTN Programme.
2. As permitted under the Capital Markets and Services Act, 2007 of Malaysia.

2

MLT Group						Other Investors
Entities
										Mapletree
			Senior ABS
Bridge MTNs				Provision of asset			Malaysia
		MTNs
(if issued, to							management		Management
be refinanced
						services(1)			Sdn. Bhd.
by Junior
									("MMMSB")
ABS MTNs) /	Malaysia SPV
Junior ABS
									Mapletree
MTNs							Provision of
	100.0%					Property
				services(2)
		interest				Management
										Pte. Ltd.
		Malaysia
						("MPM")

Property

Notes:

1. The provision of asset management services by MMMSB to the Malaysia SPV in relation to the Malaysia Property under the asset management agreement entered into between, among others, the Malaysia SPV and MMMSB.
2. The provision of services by MPM to the Malaysia SPV in relation to the Malaysia Property under the servicer agreement entered into between, among others, the Malaysia SPV and MPM to administer the assets of the Malaysia SPV or to perform such other services on behalf of the Malaysia SPV.

The Malaysia ABS Structure is essentially a financing structure in the form of an asset-backed securitisation arrangement. Through the Malaysia ABS Structure with MMMSB providing asset management services and MPM providing services similar to a property manager, MLT will have sufficient protection and safeguards in respect of MLT's interest in the Malaysia Property.

In terms of accounting treatment in the financial statements of MLT, the Malaysia Property will

be treated like any other property in the portfolio of MLT.

1.2 Valuation

The Agreed Property Value has been arrived at on a willing-buyer and willing-seller basis after taking into account the two independent valuations of the Malaysia Property as at 1 July 2021

(the "Valuation Date").

In this respect, HSBC Institutional Trust Services (Singapore) Limited, as trustee of MLT (the "Trustee"), and the Manager has each commissioned independent valuers (the "Independent Valuers"), Knight Frank Malaysia Sdn Bhd ("Knight Frank") and First Pacific Valuers Property

Consultants Sdn Bhd ("First Pacific"), respectively, to value the Malaysia Property. In arriving at the open market value of the Malaysia Property, Knight Frank relied on the discounted cash flow method and comparison method and First Pacific relied on the direct capitalization method and cost method.

The Agreed Property Value of the Malaysia Property is MYR404.8million (S$130.2 million), representing a discount of approximately 0.05% to Knight Frank's aggregate valuation of MYR405.0 million (S$130.2 million) and a discount of approximately 1.27% to First Pacific's aggregate valuation of MYR410.0 million (S$131.8 million).

See Appendix A to this Announcement for further details.

3

1.3 Certain Terms and Conditions of the Malaysia Asset Purchase Agreement

The Malaysia SPV has entered into the Malaysia Asset Purchase Agreement with the Malaysia Vendor dated 20 August 2021.

The principal terms of the Malaysia Asset Purchase Agreement include, among others, the following conditions precedent:

1. if required, the Malaysia SPV obtaining the written confirmation of the Economic Planning
   Unit ("EPU") that EPU's approval is not required for the Malaysia SPV's acquisition of the
   Malaysia Property from the Malaysia Vendor;
2. if required, the Malaysia Vendor obtaining the written approval of the State Authority of Johor ("State Authority") in respect of the transfer of the Malaysia Property by the Malaysia Vendor in favour of the Malaysia SPV;
3. the Malaysia Vendor obtaining the written approval of the registered proprietor of the Malaysia Parent Land (being the Johor Port Authority) in respect of the transfer of the Malaysia Property by the Malaysia Vendor in favour of the Malaysia SPV and in respect of the charge over the Malaysia Property by the Malaysia SPV in favour of the security trustee of the MTN Programme;
4. the Malaysia Vendor obtaining the written approval of the Sub-Lessor in respect of the transfer of the Malaysia Property by the Malaysia Vendor in favour of the Malaysia SPV and in respect of the charge over the Malaysia Property by the Malaysia SPV in favour of the security trustee of the MTN Programme;
5. if required, the Malaysia SPV obtaining the written consent of the Sub-Lessor in respect of the assignment of the Malaysia SPV's rights, interest, title and benefits under the Sub- Lease Novation Agreement4 in favour of the security trustee of the MTN Programme;
6. if required, the Malaysia SPV obtaining the written approval of the State Authority in respect of the charging of the Malaysia Property by the Malaysia SPV in favour of the security trustee of the MTN Programme;
7. the Malaysia SPV's solicitors having received a redemption statement and letter of undertaking from the Malaysia Vendor's financier and addressed to the trustee of the MTN Programme ("Redemption Statement Cum Undertaking"), in such format as agreed upon among the Malaysia SPV, the Malaysia Vendor, and the Malaysia Vendor's financier, containing, inter alia:
8. 1. the Malaysia Vendor's financier's statement as to the amount of the redemption sum payable to the Malaysia Vendor's financier for the discharge of the Malaysia Vendor's financier's charge ("Redemption Sum") and pursuant thereto, the Malaysia Vendor undertakes to provide a current and valid Redemption Statement Cum Undertaking prior to the issuance of the Bridge MTNs or the ABS MTNs (as the case may be) for the purposes of payment of the Redemption Sum;
   2. the Malaysia Vendor's financier's undertaking to deliver or cause to be delivered to

the trustee of the MTN Programme or its solicitors the original and relevant

4 "Sub-LeaseNovation Agreement" means the novation agreement entered into by the Malaysia SPV, the Malaysia Vendor and the Sub-Lessor to assign all rights and interests and novate all obligations of the Malaysia Vendor under the agreement to sub-lease and a supplemental agreement entered into by the Sub-Lessor and the Malaysia Vendor, pursuant to which the Malaysia Vendor has been granted the entire sub-lease in respect of the Malaysia Property for a term of 40 years commencing on 7 April 2015 and expiring on 23 March 2055, which is broken down into two (2) lease periods, i.e. the First Term and the Second Term ("Agreement to Sub-Lease"), in favour of the Malaysia SPV in such form as may be agreed in writing between the Malaysia SPV, the Malaysia Vendor and the Sub-Lessor (the "Sub-LeaseNovation Agreement").

4

documents in relation to the sub-lease and the Malaysia Vendor's charge, and the relevant discharge documents upon receipt of the payment of the Redemption Sum in full and the Malaysia Vendor shall have deposited with the solicitors of the trustee of the MTN Programme the relevant stamp duty and fees for the registration of the discharge documents with the relevant authorities; and

1. 1. the Malaysia Vendor's financier's undertaking to refund to the trustee of the MTN
      Programme or the Malaysia SPV the Redemption Sum in the event the relevant discharge document cannot be registered for any reason whatsoever;
2. the Form 14A of the National Land Code (Revised, 2020), Malaysia duly executed by the Malaysia Vendor and the Malaysia SPV, and endorsed as exempt from stamp duty having been received by the Malaysia SPV's solicitors; and
3. the Malaysia SPV having issued the written request to the facility agent of the MTN Programme for the issuance of the Bridge MTNs or the ABS MTNs (as the case may be).

In addition, the Malaysia Asset Purchase Agreement sets out, among others, the following principal terms:

1. the Malaysia Property shall be sold by the Malaysia Vendor free from all encumbrances and subject to (1) the Agreement to Sub-Lease and all conditions of title and all restrictions in interest whether express or implied in the Malaysia Parent Land title; and (2) the tenancy agreements entered into between the Malaysia Vendor and third party tenants in respect of the Malaysia Property and all roads, ingress, egress, pipes, drains, location of sub-stations and/or all other requirements imposed by the relevant authorities;
2. the Malaysia Acquisition Price shall be paid by the Malaysia SPV in the following manner:
3. 1. an amount equivalent to the Redemption Sum shall be paid to the Malaysia
      Vendor's financier to redeem the Malaysia Property from the Malaysia Vendor's financier; and
   2. the balance thereof, being the Malaysia Acquisition Price less the Redemption Sum and the deductions being all deposits paid by the third party tenants and/or any party to the Malaysia Vendor in respect of the Malaysia Property, and all income paid to the Malaysia Vendor in respect of any period from the completion date, shall be paid to the Malaysia Vendor on the completion date. In the event that the Malaysia SPV shall require an extension of time to pay the Malaysia Acquisition Price, an extension of one (1) month from the completion period
      ("Extended Completion Period") will automatically be granted by the Malaysia Vendor to the Malaysia SPV to pay the outstanding Malaysia Acquisition Price;
4. completion will take place on the date falling within two (2) months from the date the Malaysia Asset Purchase Agreement ceases to be conditional or the Extended Completion Period, as the case may be (but no earlier than 31 December 2021); and
5. the Malaysia SPV shall enter into the Sub-Lease Novation Agreement with the Malaysia Vendor and the Sub-Lessor.

1.4 Total Acquisition Cost

The total acquisition cost is estimated to be approximately S$132.2 million, comprising:

1. the Malaysia Acquisition Price of approximately MYR404.8 million (S$130.2 million) which

5