Mapletree Logistics Trust : 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

NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, EUROPEAN ECONOMIC AREA, THE UNITED KINGDOM, CANADA, JAPAN OR AUSTRALIA

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

ANNOUNCEMENT

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

For illustrative purposes, certain RMB/USD amounts have been translated into Singapore dollars. Unless otherwise indicated, such translations are as at 11 November 2021, being the latest practicable date (the "Latest Practicable Date") prior to this announcement (this "Announcement"), and have been made based on the illustrative exchange rate of S$1.00 = RMB4.73 / USD0.74. Such translations should not be construed as representations that RMB/USD 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. Any discrepancies in the tables included in this Announcement between the listed amounts and totals thereof are due to rounding.

1. Introduction

Mapletree Logistics Trust Management Ltd., as manager of Mapletree Logistics Trust ("MLT", and as manager of MLT, the "Manager"), is pleased to announce that the following sale and purchase agreements have been entered into:

1. 13 conditional share purchase agreements (the "PRC Share Purchase Agreements"), on 22 November 2021 by HSBC Institutional Trust Services (Singapore) Limited, as trustee of MLT (the "Trustee"), comprising 12 PRC Share Purchase Agreements with the subsidiaries of Mapletree Investments Pte Ltd ("MIPL", and its subsidiaries, "MIPL Subsidiaries", each an "MIPL Subsidiary") and one PRC Share Purchase Agreement with both an MIPL subsidiary and a subsidiary of Itochu Corporation ("Itochu", and the subsidiary of Itochu, the "Itochu Subsidiary") in the percentage shareholding of 80.0% and 20.0% respectively, as set out in Appendix A of this Announcement (collectively, the "PRC Vendors"). Out of the 13 PRC Share Purchase Agreements, the Trustee entered into:
2. 1. eight PRC Share Purchase Agreements with certain MIPL Subsidiaries to acquire a 100.0% interest in each of the eight Singapore special purpose vehicles ("SG SPVs") that hold Mapletree (Wenzhou) Industrial Park ("Mapletree Wenzhou"), Mapletree Yangzhou Industrial Park ("Mapletree Yangzhou"), Mapletree Kunming Airport Logistics Park ("Mapletree Kunming"), Mapletree (Yuyao) Logistics Park II ("Mapletree Yuyao 2"), Mapletree (Yixing) Industrial Park
      ("Mapletree Yixing"), Mapletree Yantai Modern Logistics Park ("Mapletree Yantai"), Mapletree (Harbin) Logistics Park ("Mapletree Harbin") and Mapletree Tianjin Jinghai International Logistics Park ("Mapletree Tianjin");

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1. four PRC Share Purchase Agreements with certain MIPL Subsidiaries to acquire a 100.0% interest in each of the four Hong Kong SAR special purpose vehicles ("HK (A) SPVs") that hold Mapletree (Zhengzhou) Airport Logistics Park
   ("Mapletree Zhengzhou"), Mapletree Xixian Airport Logistics Park ("Mapletree
   Xi'an"), Mapletree Chongqing Jiangjin Comprehensive Industrial Park ("Mapletree Chongqing") and Mapletree (Zhongshan) Modern Logistics Park
   ("Mapletree Zhongshan"); and
2. one PRC Share Purchase Agreement with an MIPL Subsidiary and the Itochu Subsidiary to acquire a 100.0% interest in a Hong Kong SAR special purpose vehicle (the "HK (B) SPV", and together with the HK (A) SPVs, the "HK SPVs") that holds Mapletree (Yuyao) Logistics Park ("Mapletree Yuyao") (the HK SPVs, together with the SG SPVs, the "PRC Property SPVs", and the acquisitions of the PRC Property SPVs, the "PRC Acquisitions"),

wherein each of the SG SPVs and the HK SPVs holds a 100.0% interest in a PRC wholly foreign-owned enterprise ("PRC WFOE"). In turn, each PRC WFOE holds a property located in the PRC (collectively, the "PRC Properties"); and

1. three conditional share purchase agreements (the "Vietnam Share Purchase Agreements") on 22 November 2021 by MapletreeLog VSIP 1 Warehouse Pte. Ltd., a wholly-owned subsidiary of MLT (the "Vietnam Purchaser"), with Mapletree Citrine Ltd., a wholly-owned indirect subsidiary of MIPL (the "Vietnam Vendor"), to acquire a 100.0% interest in each of three Cayman Islands special purpose vehicles (the
   "Cayman SPVs", and the acquisition of the Cayman SPVs, the "Vietnam Acquisitions") that each hold a 100.0% interest in a Vietnam special purpose vehicle
   (collectively, the "Vietnam SPVs"). In turn, the three Vietnam SPVs hold Mapletree Logistics Park Bac Ninh Phase 4 ("Mapletree Bac Ninh 4"), Mapletree Logistics Park Bac Ninh Phase 5 ("Mapletree Bac Ninh 5") and Mapletree Logistics Park Phase 5 ("Mapletree Logistics Park 5", and together with Mapletree Bac Ninh 4 and Mapletree
   Bac Ninh 5, the "Vietnam Properties").

For the purposes of this Announcement, and unless otherwise stated, the "Purchase Agreements" refers to the PRC Share Purchase Agreements and the Vietnam Share Purchase Agreements, the "Vendors" refers to the PRC Vendors and the Vietnam Vendor, the "Acquisitions" refers to the PRC Acquisitions and the Vietnam Acquisitions, the "Existing Portfolio" refers to the 163 properties held by MLT as at 30 September 2021 and the "Enlarged Portfolio" refers to the Existing Portfolio and the Properties (as defined herein).

2. The Acquisitions

2.1 Description of the Properties

The Manager has identified the following properties ("Properties") as being suitable for acquisition by MLT, namely:

PRC

1. Mapletree Wenzhou;
2. Mapletree Zhengzhou;
3. Mapletree Yangzhou;

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1. Mapletree Kunming;
2. Mapletree Yuyao 2;
3. Mapletree Xi'an;
4. Mapletree Yixing;
5. Mapletree Yantai;
6. Mapletree Harbin;
7. Mapletree Yuyao;
8. Mapletree Chongqing;
9. Mapletree Tianjin; and
10. Mapletree Zhongshan; and

Vietnam

1. Mapletree Bac Ninh 4;
2. Mapletree Bac Ninh 5; and
3. Mapletree Logistics Park 5.

For the avoidance of doubt, MLT does not currently hold any stake in the Properties listed above prior to the proposed Acquisitions.

See Appendix A and Appendix B to this Announcement for further details.

2.2 Structure of the Acquisitions

2.2.1 PRC Acquisitions

Pursuant to the PRC Share Purchase Agreements each dated 22 November 2021, the Trustee, on behalf of MLT, will acquire a 100.0% interest in each of the eight SG SPVs, the four HK (A) SPVs and the HK (B) SPV that hold the PRC Properties from the PRC Vendors.

Pursuant to the terms of the PRC Share Purchase Agreements, the aggregate purchase consideration payable by the Trustee in connection with the PRC Acquisitions

(the "PRC Aggregate Share Consideration") is the aggregate of (i) the adjusted consolidated net asset value (the "PRC Adjusted Net Asset Value") of the eight SG

SPVs, (ii) the PRC Adjusted Net Asset Value of the four HK (A) SPVs and (iii) the PRC

Adjusted Net Asset Value of the HK (B) SPV (together, the "PRC Total Adjusted Net Asset Values") as at the respective dates of completion of the PRC Acquisitions1. The PRC Aggregate Share Consideration, to be satisfied in cash, is estimated to be RMB1,151.4 million (S$243.6 million)2, subject to post-completion adjustments to the PRC Total Adjusted Net Asset Values. The PRC Adjusted Net Asset Value of each PRC Property SPV shall take into account the agreed value of the PRC Property

1. In respect of the acquisitions of each of the PRC Property SPVs other than the HK (B) SPV, completion is targeted to take place in the fourth quarter of the financial year ending 31 March 2022. In respect of the acquisition of the HK (B) SPV, pursuant to the terms of the PRC Share Purchase Agreement for Mapletree Yuyao, completion is targeted to take place no earlier than 1 April 2022.
2. This amount comprises the purchase consideration of RMB1,143.6 million (S$242.0 million) payable to the MIPL Subsidiaries and the purchase consideration of RMB7.8 million (S$1.7 million) payable to the Itochu Subsidiary.

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indirectly owned by each PRC Property SPV (the "Agreed PRC Property Value"). For the avoidance of doubt, the PRC Aggregate Share Consideration shall take into account the existing PRC Property SPVs' intercompany loans of RMB1,773.9 million (S$375.3 million) owed to the PRC Vendors and/or affiliates of the PRC Vendors (the "PRC Intercompany Loans") and the existing external bank loans owed by the PRC Property SPVs to certain financial institutions (as further described below) (the "PRC Bank Loans"). Following the respective completions of the PRC Acquisitions, the PRC Intercompany Loans shall be owed by the PRC Property SPVs to the Trustee. The value of each of the PRC Intercompany Loans is subject to adjustments based on the respective actual dates of completion of the PRC Acquisitions to take into account interest accruing up to such date.

In addition to the payment of the PRC Aggregate Share Consideration to the PRC Vendors, the Trustee will, at the respective completions of the PRC Acquisitions, extend approximately RMB1,236.6 million (S$261.7 million) to directly repay and discharge all of the PRC Bank Loans. The values of each of the PRC Bank Loans is subject to adjustments based on the respective actual dates of completion of the PRC Acquisitions to take into account interest accruing up to such date.

The acquisition price payable by the Trustee in respect of the PRC Acquisitions (the "PRC Acquisition Price") would therefore be the sum of the PRC Aggregate Share Consideration, the value of the PRC Intercompany Loans and the value of the PRC Bank Loans, being approximately RMB4,161.9 million (S$880.6 million). Out of the PRC Acquisition Price, the PRC Aggregate Share Consideration will be paid in cash to the PRC Vendors while the PRC Intercompany Loans will be satisfied partly in cash and partly via the issue of new units in MLT as partial consideration for the PRC Acquisitions (the "Consideration Units") to the Relevant PRC Vendors (as defined herein) on the terms set out in the respective PRC Share Purchase Agreements.

To demonstrate its continued commitment to MLT, MIPL, which holds certain of the PRC Vendors which are MIPL Subsidiaries (the "Relevant PRC Vendors"), has agreed to receive the Consideration Units in satisfaction of part of the PRC Acquisition Price, with Mulberry Pte. Ltd. ("Mulberry"), which is an MIPL Subsidiary, being nominated by the Relevant PRC Vendors to receive the Consideration Units.

Following the completions of the PRC Acquisitions, MLT will own 100.0% of the ordinary shares in the issued share capital of each of the 13 PRC Property SPVs.

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The diagram below sets out the relationship between the various parties following the completions of the PRC Acquisitions:

2.2.2 Vietnam Acquisitions

Pursuant to the Vietnam Share Purchase Agreements each dated 22 November 2021, the Vietnam Purchaser will acquire a 100.0% interest in each of the three Cayman SPVs that hold the Vietnam Properties from the Vietnam Vendor.

Pursuant to the terms of the Vietnam Share Purchase Agreements, the aggregate purchase consideration payable by the Vietnam Purchaser in connection with the

Vietnam Acquisitions (the "Vietnam Aggregate Share Consideration") is the aggregate of the adjusted consolidated net asset value (the "Vietnam Adjusted Net Asset Value") of the three Cayman SPVs and their wholly-owned Vietnam SPVs (the

"Vietnam Total Adjusted Net Asset Values") as at the date of completion of the Vietnam Acquisitions ("Vietnam Completion"). The Vietnam Aggregate Share

Consideration, which is to be satisfied fully in cash, is estimated to be USD14.4 million (S$19.5 million), subject to post-completion adjustments to the Vietnam Total Adjusted Net Asset Values.

The Vietnam Adjusted Net Asset Value shall take into account the agreed value of the Vietnam Property indirectly owned by each Cayman SPV (the "Agreed Vietnam Property Value"). For the avoidance of doubt, the Vietnam Aggregate Share Consideration shall take into account the existing Cayman SPVs' and Vietnam SPVs' intercompany loans of USD83.5 million (S$113.1 million) owed to the Vietnam Vendor and/or affiliates of the Vietnam Vendor (the "Vietnam Intercompany Loans").

Following the Vietnam Completion, the Vietnam Intercompany Loans shall be owed by the Cayman SPVs and the Vietnam SPVs to the Vietnam Purchaser. The value of each of the Vietnam Intercompany Loans is subject to adjustments based on the actual date of the Vietnam Completion to take into account interest accruing up to such date.

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