Mapletree Logistics Trust : Investor Presentation - Proposed Acquisitions of 13 Properties in China and 3 Properties in Vietnam

Proposed Acquisitions of 13 Properties in China

and 3 Properties in Vietnam

22 December 2021

1

Disclaimer

This presentation has been prepared by Mapletree Logistics Trust Management Ltd. (in its capacity as the manager of Mapletree Logistics Trust ("MLT", and the manager of MLT, the "Manager")) for information purposes only and should not be used for any other purposes. The content of this presentation has not been reviewed by any regulatory authority. The information and opinions in this presentation provided as at the date of this presentation (unless stated otherwise) are subject to change without notice. The accuracy of such information and opinions are not guaranteed and this presentation may not contain all material information concerning MLT. None of the Manager, MLT nor any of their respective affiliates, advisors and representatives or any of their respective holding companies, subsidiaries, affiliates, associated undertakings or controlling persons, or any of their respective directors, officers, partners, employees, agents, representatives, advisers (including any global co-ordinator and bookrunner in respect of any equity fund raising that may be undertaken by the Manager) or legal advisers make any representation or warranty, express or implied and whether as to the past or the future regarding, and none of them assumes any responsibility or liability whatsoever (in negligence or otherwise) for, the fairness, accuracy, completeness or correctness of, or any errors or omissions in, any information contained herein or as to the reasonableness of any assumption contained herein or therein, or for any loss howsoever arising whether directly or indirectly from any use, reliance or distribution of these materials or its contents or otherwise arising in connection with this presentation. Further, nothing in this presentation should be construed as constituting legal, business, tax or financial advice. None of Mapletree Investments Pte Ltd (the "Sponsor"), MLT, the Manager, HSBC Institutional Trust Services (Singapore) Limited (as the trustee of MLT) or any of their respective subsidiaries, affiliates, advisors, agents or representatives has independently verified, approved or endorsed the material herein.

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This presentation is for information only and does not constitute or form part of an offer, solicitation, recommendation or invitation for the sale or purchase of any securities of MLT in Singapore or any other jurisdiction nor should it or any part of it form the basis of or be relied upon in connection with any investment decision, contract or commitment whatsoever. You agree that you will not rely on any representation or warranty implied herein or the information contained herein in any action or decision you may take or make. This presentation is being provided to you for the purpose of providing information in relation to the forthcoming transaction by MLT. This presentation is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 ("FSMA") by, a person authorised under FSMA. This presentation is being communicated only to persons in the United Kingdom who are (i) authorised firms under the FSMA and certain other investment professionals falling within article 19 of the FSMA (Financial Promotion) Order 2005 (the "FPO") and directors, officers and employees acting for such entities in relation to investment; (ii) high value entities falling within article 49 of the FPO and directors, officers and employees acting for such entities in relation to investment; (iii) persons to whom it may otherwise lawfully be communicated.

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These materials contain a summary only and do not purport to contain all of the information that may be required to evaluate any potential transaction mentioned in this presentation, including the acquisition by MLT of the proposed acquisitions of (a) a 100.0% interest in 13 new logistics assets located in the People's Republic of China through the acquisition of 13 property holding companies and (b) a 100.0% interest in three logistics assets located in Vietnam through the acquisition of three property holding companies, as interested person transactions. This presentation is for information purposes only and does not constitute or form part of an offer, solicitation, recommendation or invitation for the sale or purchase of any securities of MLT in Singapore or any other jurisdiction. No part of it nor the fact of its presentation shall form the basis of or be relied upon in connection with any investment decision, contract or commitment whatsoever.

For terms not defined herein, please refer to the circular released on the SGXNET titled "The proposed acquisitions of (a) a 100.0% interest in 13 new logistics assets located in the People's Republic of China through the acquisition of 13 property holding companies and (b) a 100.0% interest in three logistics assets located in Vietnam through the acquisition of three property holding companies, as interested person transactions" dated 22 December 2021. Any discrepancies in the tables, graphs and charts included herein between the listed amounts and totals thereof are due to rounding.

The advertisement has not been reviewed by the Monetary Authority of Singapore.

Transaction Summary:	2
Acquisitions of 13 Properties in China and 3 Properties in Vietnam

Proposed Transaction

Independent Valuation

Aggregate Agreed

Property Value

• The proposed acquisitions of:
• • A 100.0% interest in 13 logistics assets located in the PRC (the "PRC Properties" and the proposed acquisition, the "PRC Acquisitions") through the acquisition of 13 property holding companies; and
  • A 100.0% interest in three logistics assets located in Vietnam (the "Vietnam Properties", and the proposed acquisition, the "Vietnam Acquisitions") through the acquisition of three property holding companies,

as interested person transactions (collectively, the "Acquisitions" and the 16 assets, the "Properties").

• The total acquisition cost is estimated to be approximately S$1,058.0 million, comprising:
• • the PRC Acquisition Price of approximately RMB4,161.9 million (S$894.1 million), which comprises (a) the PRC Aggregate Share Consideration which will be paid in cash; (b) the PRC Intercompany Loans, which will be satisfied partly in cash and partly via the issue of the Consideration Units; and (c) the PRC Bank Loans;
  • the Vietnam Acquisition Price of approximately USD97.9 million (S$134.1 million) which will be paid in cash;
  • the acquisition fee payable in Units to the Manager for the Acquisitions (the "Acquisition Fee") which is estimated to be approximately S$5.1 million (representing 0.5% of the Total Acquisition Price); and
  • the estimated professional and other fees and expenses of approximately S$24.7 million incurred or to be incurred by MLT in connection with the Acquisitions and the Equity Fund Raising,

(collectively, the "Total Acquisition Cost").

• PRC Properties by Knight Frank Petty Limited ("Knight Frank") and Beijing Colliers International Real Estate Valuation Co., Ltd ("Beijing Colliers"): RMB4,162.0 million (S$894.1 million) and RMB4,131.0 million (S$887.5 million) respectively; and
• Vietnam Properties by Cushman & Wakefield (Vietnam) Ltd. ("C&W Vietnam") and VAS Valuation Co., Ltd in association with CBRE (Vietnam) ("CBRE Vietnam"): USD97.0 million (S$132.8 million) and USD96.7 million (S$132.4 million) respectively.
• The Agreed PRC Property Value of RMB4,111.7 million (S$883.3 million), represents a discount of approximately 1.2% to Knight Frank's aggregate valuation of RMB4,162.0 million (S$894.1 million) and a discount of approximately 0.5% to Beijing Colliers' aggregate valuation of RMB4,131.0 million (S$887.5 million); and
• The Agreed Vietnam Property Value of USD95.9 million (S$131.3 million), represents a discount of approximately 1.1% to C&W Vietnam's aggregate valuation of USD97.0 million (S$132.8 million) and a discount of approximately 0.8% to CBRE Vietnam's aggregate valuation of USD96.7 million (S$132.4 million).

All information is as at 14 December 2021 ("Latest Practicable Date") unless otherwise stated. Based on the illustrative exchange rate of S$1.00 = RMB4.65 and S$1.00 = USD0.73.

Overview of the Properties1

Aggregate Agreed		Net Property		Net Lettable Area
Property Value		Income ("NPI") Yield		("NLA")
S$1,014.6 million2		~5.1%3		1,051,525 sq m

3

Committed		Weighted Average
Occupancy		Lease Expiry ("WALE")
90.1%		2.9 years4

China

1. Mapletree Wenzhou
2. Mapletree Zhengzhou
3. Mapletree Yangzhou
4. Mapletree Kunming
5. Mapletree Yuyao 2
6. Mapletree Xi'an
7. Mapletree Yixing
8. Mapletree Yantai
9. Mapletree Harbin

1. Mapletree Yuyao
2. Mapletree Chongqing
3. Mapletree Tianjin
4. Mapletree Zhongshan

Vietnam

1. Mapletree Bac Ninh 4
2. Mapletree Bac Ninh 5

16 Mapletree Logistics Park 5			9
		12	8
6	2	3	7

5 10

1

11

4	13
	15 14

16

No. of Properties	13	3
NLA ('000)	863.0 sq m	188.5 sq m
Committed	88.0%5	100.0%
Occupancy
WALE4	2.6 years	3.9 years
Agreed Property	S$883.3 m	S$131.3 m
Value2

All information is as at Latest Practicable Date unless otherwise stated.

1. Refers to the 100.0% interest in 13 PRC Properties and three Vietnam Properties.
2. Based on the illustrative exchange rate of S$1.00 = RMB4.65 and S$1.00 = USD0.73.
3. NPI yield includes Income Support.
4. Weighted average lease expiry by proportionate NLA.
5. Seven of the PRC Properties are currently undergoing stabilisation and hence are currently operating below current market levels.

Key Acquisition Rationale