ESR REIT : Proposed Merger Of Esr-REIT And Ara Logos Logistics Trust By Way Of A Trust Scheme Of Arrangement

ESR-REIT	ARA LOGOS Logistics Trust
(a real estate investment trust constituted on 31 March 2006	(a real estate investment trust constituted on 11 February 2010
under the laws of the Republic of Singapore)	under the laws of the Republic of Singapore)
Managed by	Managed by
ESR Funds Management (S) Limited	ARA LOGOS Logistics Trust Management Limited
(Company Registration No: 200512804G)	(Company Registration No: 200919331H)

JOINT ANNOUNCEMENT

PROPOSED MERGER OF ESR-REIT AND ARA LOGOS LOGISTICS TRUST

BY WAY OF A TRUST SCHEME OF ARRANGEMENT

1. INTRODUCTION

1. The Merger and the Scheme. The respective boards of directors of ESR Funds Management
   (S) Limited, as manager of ESR-REIT (the "ESR-REITManager") and ARA LOGOS Logistics Trust Management Limited, as manager of ARA LOGOS Logistics Trust ("ALOG", and the manager of ALOG, the "ALOG Manager"), are pleased to announce the proposed merger (the "Merger") of ESR-REIT and ALOG. The Merger will be effected through the acquisition by RBC Investor Services Trust Singapore Limited (in its capacity as trustee of ESR-REIT) (the "ESR- REIT Trustee") of all the units of ALOG (the "ALOG Units") held by the unitholders of ALOG (the "ALOG Unitholders"), in exchange for a combination of cash and units in ESR-REIT (the "ESR-REITUnits")1, by way of a trust scheme of arrangement (the "Scheme") in compliance with the Singapore Code on Take-overs and Mergers (the "Code").
2. Implementation Agreement. In connection with the Merger, the ESR-REIT Manager, the ESR- REIT Trustee, the ALOG Manager and HSBC Institutional Trust Services (Singapore) Limited
   (in its capacity as trustee of ALOG) (the "ALOG Trustee") (each, a "Party" and collectively, the "Parties") have today entered into an implementation agreement (the "Implementation Agreement") setting out the terms and conditions on which the Parties will implement the Scheme.
3. ESR-LOGOSREIT Structure. Following the Merger, it is intended that the enlarged ESR-REIT will be renamed as "ESR-LOGOS REIT". It is currently envisaged that the structure of ESR- LOGOS REIT upon completion of the Merger will be as follows:

1Please refer to paragraph 4.2 for details on the Scheme Consideration.

Notes:

1. Illustrative pro forma unitholding structure based on latest available information as at 8 October 2021, based on a gross exchange ratio of 1.863x.
2. Comprises deemed interests held through holding entities.
3. Mr. Tong Jinquan is a director of the ESR-REIT Manager, and he and his associates (collectively, the "Summit Group") collectively hold a controlling interest in the ESR-REIT Manager as well as a controlling interest in ESR-REIT Units.
4. Excludes deemed interest held through the ESR-REIT Manager.

2. INFORMATION ON ESR-REITAND THE ESR-REITMANAGER

2.1 ESR-REIT. ESR-REIT is a Singapore-based real estate investment trust ("REIT") listed on the Main Board of the Singapore Exchange Securities Trading Limited (the "SGX-ST"). The principal activity of ESR-REIT is to invest in quality income-producing industrial properties. ESR-REIT has a diversified portfolio which currently includes 58 properties located across Singapore, close to major transportation hubs and key industrial zones island-wide, with a total gross floor area of approximately 1.45 million square metres and total assets of S$3.4 billion2 as at 30 June 2021. The properties are in the following business sectors: Business Park, High- Specs Industrial, Logistics/Warehouse and General Industrial. ESR-REIT has a diversified tenant base of 360 tenants (as at 30 June 2021) and is listed on the SGX-ST.ESR-REIT also holds a 10.0% interest in ESR Australia Logistics Partnership, a private fund comprising 36 predominantly freehold logistics properties all located in Australia.

As at the date of this Joint Announcement (the "Joint Announcement Date"), ESR-REIT has in issue an aggregate of 4,007,446,385 ESR-REIT Units.

Based on the unaudited consolidated financial statements with respect to ESR-REIT and its subsidiaries (the "ESR-REITGroup") for the half year ended 30 June 2021 ("1H2021") (the

2Based on reported total assets as of 30 June 2021 in the ESR-REIT 1H2021 Financial Statements.

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"ESR-REIT1H2021 Financial Statements"), certain key financial information with respect to the ESR-REIT Group is set out as follows:

ESR-REIT Group (as at 30 June 2021)
Total assets (S$'000)	3,392,599
Net asset value ("NAV") (S$'000)	1,542,303
NAV per ESR-REIT Unit (S$)	0.398
Distributable income for 1H2021 (S$'000)	56,778
Distribution per unit ("DPU") for 1H2021 (cents)	1.554

2.2 The ESR-REITManager. The ESR-REIT Manager was incorporated in Singapore on 14 September 2005 and currently holds a capital market services licence ("CMS Licence") for REIT management pursuant to the Securities and Futures Act, Chapter 289 of Singapore ("SFA"). ESR-REIT is managed by the ESR-REIT Manager, whose objective is to provide unitholders of ESR-REIT("ESR-REITUnitholders") with a stable and secure income stream through the successful implementation of the following strategies: (a) acquisition of value- enhancing properties, (b) proactive asset management, (c) divestment of non-core properties and (d) prudent capital and risk management.

As at the Joint Announcement Date:

1. the shareholders of the ESR-REIT Manager are:
2. 1. ESR Investment Management Pte. Ltd. (67.3%);
   2. Mitsui & Co. Ltd (7.7%); and
   3. Shanghai Summit Pte. Ltd. (25.0%); and
3. the directors of the ESR-REIT Manager are:
4. 1. Ms. Stefanie Yuen Thio (Independent Chairperson);
   2. Mr. Ooi Eng Peng (Non-Executive Director, Deputy Chairman);
   3. Mr. Khor Un-Hun (Independent Non-Executive Director);
   4. Dr. Leong Horn Kee (Independent Non-Executive Director);
   5. Mr. Ronald Lim (Independent Non-Executive Director)
   6. Mr. Wilson Ang (Non-Executive Director);
   7. Mr. Philip Pearce (Non-Executive Director);
   8. Mr. Jeffrey Perlman (Non-Executive Director);
   9. Mr. Tong Jinquan (Non-Executive Director); and

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1. Mr. Adrian Chui (Chief Executive Officer and Executive Director).

3. INFORMATION ON ALOG AND THE ALOG MANAGER

3.1 ALOG. ALOG is a REIT that is listed on the SGX-ST, which invests in quality income-producing industrial real estate used for logistics purposes, as well as real estate-related assets in the Asia Pacific. Based on publicly available information, ALOG's portfolio includes 29 (nine (9) in Singapore and 20 in Australia) high quality logistics warehouse properties strategically located in established logistics clusters in Singapore and Australia, with a total gross floor area of approximately one million square metres as at 30 June 2021. ALOG also owns a 49.5% stake in the New LAIVS Trust and a 40.0% stake in the Oxford Property Fund as at 30 June 2021. The New LAIVS Trust has a portfolio of four (4) logistics properties in Australia and the Oxford Property Fund holds one (1) logistics property in Australia.

As at the Joint Announcement Date, ALOG has in issue an aggregate of 1,450,174,297 ALOG Units.

Based on the unaudited consolidated financial statements with respect to ALOG and its subsidiaries (the "ALOG Group") for 1H2021 (the "ALOG 1H2021 Financial Statements"), certain key financial information with respect to the ALOG Group is set out as follows:

ALOG Group (as at 30 June 2021)
Total assets (S$'000)	2,045,071
NAV (S$'000)	977,828
NAV per ALOG Unit (S$)	0.67
Distributable income for 1H2021 (S$'000)	34,574
DPU for 1H2021 (cents)	2.570

3.2 The ALOG Manager. ALOG is managed by the ALOG Manager, which was incorporated in Singapore on 15 October 2009 and currently holds a CMS Licence for REIT management pursuant to the SFA.

As at the Joint Announcement Date:

1. the ALOG Manager is indirectly wholly-owned by the LOGOS Group3 . ARA Asset Management Limited ("ARA") is a majority shareholder of the LOGOS Group, which operates as ARA's global logistics real estate platform. LOGOS Property Group Limited is the sponsor of ALOG. On 4 August 2021, ESR Cayman Limited (the "Sponsor" and the Sponsor and its subsidiaries, the "ESR Group") announced (the "ARA Acquisition Announcement") that it entered into an acquisition agreement with, among others, ARA in relation to the proposed acquisition (the "Proposed ARA Acquisition") of 100% of the issued share capital and voting power in ARA. ARA has an indirect majority stake

3"LOGOS Group" refers to the LOGOS Property Group Limited group of companies.

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in the ALOG Manager. Immediately upon completion of the Proposed ARA Acquisition, the Sponsor will indirectly own more than 86%4 of the ALOG Manager; and

1. the directors of the ALOG Manager are:
2. 1. Mr. Lim How Teck (Chairman and Non-Executive Director);
   2. Mr. Lim Lee Meng (Lead Independent Non-Executive Director and Chairman of the Audit Committee);
   3. Mr. Lim Kong Puay (Independent Non-Executive Director);
   4. Mr. Oh Eng Lock (Independent Non-Executive Director);
   5. Mr. Stephen George Hawkins (Non-Executive Director); and
   6. Ms. Low Poh Choo (Non-Executive Director).

4. KEY TERMS OF THE MERGER AND THE SCHEME

4.1 The Scheme. The Scheme is proposed to be effected in accordance with the Code and the ALOG Trust Deed (as defined in paragraph 4.6 below, and to be amended and supplemented as described in paragraph 4.6 below), subject to the terms and conditions of the Implementation Agreement. Under the Scheme:

1. following the Scheme becoming effective and binding in accordance with its terms, all the ALOG Units held by the ALOG Unitholders, as at a books closure date (to be announced before the Effective Date (as defined in paragraph 4.4 below) by the ALOG Manager on which the Register of Unitholders of ALOG will be closed in order to determine the entitlements of the ALOG Unitholders in respect of the Scheme (the "Books Closure Date")), will be transferred to the ESR-REIT Trustee:
2. 1. fully paid;
   2. free from any liens, equities, mortgages, charges, encumbrances, security interests, hypothecations, powers of sale, rights to acquire, options, restrictions, rights of first refusal, easements, registered covenants, pledges, title retention, trust arrangement, hire purchase, judgment, preferential right, rights of pre- emption and other third party rights and interests of any nature whatsoever or an agreement, arrangement or obligation to create any of the foregoing ("Encumbrances"); and
   3. together with all rights, benefits and entitlements as at the Joint Announcement Date and thereafter attaching thereto, including the right to receive and retain all rights and distributions (if any) declared by the ALOG Manager on or after

4The Sponsor plans to acquire the remaining interest in the ALOG Manager three (3) years after completion of the Proposed ARA Acquisition.

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