Mapletree North Asia Commercial Trust : MCT and MNACT Announce Merger to Form Mapletree Pan Asia Commercial REIT, Asia’s Top Ten Largest REIT

For immediate release

MCT and MNACT Announce Merger to Form

Mapletree Pan Asia Commercial REIT, Asia's Top Ten Largest REIT

• Proposed merger expected to be distribution per Unit ("DPU") and net asset value ("NAV") per
  Unit accretive for MCT Unitholders on a pro forma basis
• Attractive offer at a premium over MNACT's trading prices for MNACT Unitholders
• Creates distinctive proxy to key gateway markets of Asia with stability and scale
• Well-placedto pursue growth opportunities across multiple geographies through enlarged ready platform
• Enhanced free float, trading liquidity and increased index representation
• Continued support and strong commitment from Sponsor

Singapore, 31 December 2021 - Mapletree Commercial Trust Management Ltd., as manager of Mapletree Commercial Trust ("MCT" and as manager of MCT, the "MCT Manager"), and Mapletree North Asia Commercial Trust Management Ltd., ("MNACT" and as manager of MNACT, the "MNACT Manager"), are pleased to jointly announce the proposed merger of MCT and MNACT (the "Merger") to create a flagship commercial REIT positioned to be the proxy to key gateway markets of Asia.

The Merger will be effected by a trust scheme of arrangement (the "Trust Scheme"). Post-merger, the combined entity will be named Mapletree Pan Asia Commercial Trust ("MPACT" or "Merged Entity"). With a market capitalisation of approximately S$10.5 billion1, MPACT is expected to become Asia's top ten largest REIT. It will hold a diversified and high quality portfolio of 18 commercial assets across Singapore, China, Hong Kong SAR, Japan and South Korea, with assets under management ("AUM") of approximately S$17.1 billion2.

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Illustrative market capitalisation of the Merged Entity is calculated based on the scheme issue price of S$2.0039 and the pro forma total number of units outstanding for the Merged Entity of 5,217.8 million, assuming all MNACT Unitholders except for Mapletree Investments Pte Ltd ("MIPL" or the "Sponsor") elect to receive the Cash-and-Scrip Consideration (as defined below). Assuming all MNACT Unitholders elect to receive the Scrip-Only Consideration (as defined below), the market capitalisation for Merged Entity would be S$10.9 billion.

AUM based on the latest available independent valuations. MCT's AUM is based on MCT's valuation as of 30 September 2021 and MNACT's AUM is based on MNACT's valuation as of 31 October 2021.

Ms Sharon Lim, Chief Executive Officer of MCT Manager, said, "The Merger is a win-win for both MCT and MNACT Unitholders and compelling on multiple fronts. Financially, MCT Unitholders can immediately enjoy approximately 8.9% and 6.5% of accretion to DPU and NAV respectively on a pro forma basis3."

"On a strategic level, we believe this is a once-in-a-lifetime opportunity to bring together two leading commercial REITs with highly complementary qualities. Nearly every REIT has been focused on growing through the acquisition of assets. However, we believe that the key to sustained growth is a platform with scale and reach. MCT has a longstanding track record of stability and strength, while MNACT offers a ready launchpad into key gateway markets of Asia. Therefore, by merging the two REITs, we can better unlock the upside potential of a multiple-geography platform, put the Merged Entity onto a new growth trajectory, and crystallise MPACT's position as a distinctive proxy to the long-term rise of Asia."

"We can also expect immediate benefits including enhanced geographic diversification, reduced single asset concentration and improved tenant diversification. Best-in-class assets, namely Festival Walk, Mapletree Business City I and II, and VivoCity, will continue to constitute a significant proportion of MPACT's asset base. Together, these will improve overall cashflow stability and resilience through market cycles. We are confident that the Merger, which brings together the best of both REITs, can be even more successful in driving growth and delivering value for all unitholders."

Ms. Cindy Chow, Chief Executive Officer of MNACT Manager said, "This Merger marks a transformative milestone for both REITs, combining our proven track records in creating an enlarged Asian-focused flagship commercial REIT with stability and scale."

"For MNACT unitholders, they will enjoy immediate and attractive financial returns with the Scheme Consideration at a premium over MNACT's trading prices while remaining invested in a bigger and more diversified platform. They will also benefit from the larger market capitalisation and increased representation in key indices through the enlarged platform that would potentially attract a wider investor base and further improve trading liquidity."

3 Accretion analysis is based on 1H FY21/22, assuming MNACT Unitholders except for MIPL elect to receive the Cash-and-Scrip Consideration. For the pro forma financial effects of the Merger on MCT as well as the underlying bases and assumptions, please refer to the MCT Announcement dated 31 December 2021.

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"MNACT has an entrenched local presence with a portfolio of quality properties in China, Hong Kong SAR, Japan and South Korea. By combining these with MCT's stable and resilient Singapore portfolio, the Merger offers immense synergies and improved financial capability to expand into the key markets in Asia. With a strengthened portfolio, higher financial flexibility and debt headroom, MPACT will be well placed to accelerate its growth, pursue larger value-creating acquisitions and ride on the recovery and long-term growth of Asia."

"We are thus excited by the merits and future prospects of the Merged Entity where both REITs come together to build an even stronger platform where we can drive growth and deliver long-term sustainable value to all unitholders."

To demonstrate its commitment and support to the Merger and growth of the Merged Entity, the MCT Manager (with the support of MIPL, which owns 100.0% of the MCT Manager and is the Sponsor of both MCT and MNACT) has waived its acquisition fees entitlement under the deed of trust constituting MCT dated 25 August 2005 (as amended) (the "MCT Trust Deed"). In addition, the Sponsor has provided an undertaking to receive its Scheme Consideration in 100.0% Consideration Units (each as defined below). Following the Merger, MIPL will hold approximately 36.1%4 of the total issued units in the Merged Entity. To better align interests with unitholders, it is also intended that the management fee structure of the Merged Entity is to be pegged to distributable income and DPU growth.

Details of the Merger

The Merger will be effected by way of a Trust Scheme in compliance with the Singapore Code on Take-overs and Mergers, with MCT acquiring all MNACT Units in exchange for new units in MCT ("MCT Units") or a combination of cash and MCT Units.

MNACT Unitholders will receive a scheme consideration of S$1.1949 ("Scheme Consideration") for each MNACT Unit held by MNACT Unitholders as at the Record Date5, which shall be

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The Sponsor's stake in the Merged Entity is calculated based on the pro forma total number of units outstanding for the Merged Entity of 5,217.8 million as at the Last Trading Date, assuming all MNACT Unitholders except for MIPL elect to receive the Cash- and-Scrip Consideration. Assuming all MNACT Unitholders elect to receive the Scrip-Only Consideration, the Sponsor's stake in the Merged Entity would be 34.7%.

"Record Date" means the date to be announced (before the Effective Date) by the MNACT Manager on which the register of MNACT Unitholders will be closed in order to determine the entitlements of the MNACT Unitholders in respect of the Trust Scheme. "Effective Date" means the date on which the Trust Scheme becomes effective in accordance with its terms and as determined in accordance with the implementation agreement entered into between the MCT Trustee, the MCT Manager, the MNACT Trustee and the MNACT Manager setting out the terms and conditions on which the Merger will be implemented.

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satisfied by either:

• 0.5963 new MCT Units (the "Consideration Units") at an issue price of S$2.0039 per
  MNACT Unit (the "Scrip-Only Consideration"); or
• a combination of 0.5009 Consideration Units and S$0.1912 in cash (the "Cash-and-ScripConsideration")

This implies a gross exchange ratio of 0.5963x. By way of illustration, if the Trust Scheme becomes effective in accordance with the terms, an MNACT Unitholder holding 10,000 MNACT units will receive 5,963 MCT Units should they elect to receive the Scrip-Only Consideration or 5,009 MCT Units and S$1,912 in cash should they elect to receive the Cash-and-Scrip Consideration.

The aggregate Scheme Consideration (the "Total Scheme Consideration") is S$4,215.6 million, comprising a combination of no more than S$417.3 million in cash (the "Cash Consideration") (being 9.9% of the Total Scheme Consideration) and the balance amount in Consideration Units.

Rationale for the Proposed Merger

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1. A proxy to key gateway markets of Asia
2. • MPACT will have access to 18 commercial properties across five key gateway markets across Asia with an AUM of over S$17 billion, positioning it for growth in these markets.
   • The Merger seeks to create a robust platform which combines the respective strengths of MCT and MNACT, thereby unlocking the full potential of a multi-geography Asian platform.
   • MPACT will be able to tap into some of the largest and most established real estate markets in Asia, and benefit from the long-term rise of Asia by capitalising on the opportunities available in the key gateway markets.
3. Enhanced diversification anchored by high quality portfolio
4. • MPACT will benefit from diversification across geographies, commercial sub-asset classes and reduced single asset concentration, thereby strengthening portfolio resilience.
   • The Merger is expected to improve cashflow stability from high quality tenants while reducing income concentration.
   • Combined, MPACT will maintain a high portfolio occupancy and well-staggered lease expiry profile.
5. Leapfrogs to top 10 largest REIT in Asia
6. • The Merger is expected to create Asia's top ten largest REIT by market capitalisation, securing its position as a flagship commercial REIT with one of the broadest Asia mandates.
   • MPACT is expected to have a higher trading liquidity arising from an improved free float and stronger index representation in key indices such as FTSE EPRA Nareit Developed Index, MSCI Singapore Index and the Straits Times Index.
7. Enlarged platform better positioned to unlock upside potential
8. • The enlarged balance sheet is expected to provide MPACT with enhanced financial flexibility including higher debt funding capacity to pursue bigger acquisitions.
   • With larger development headroom, MPACT will enjoy a considerable boost to its ability to undertake asset enhancement and development initiatives.

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