Mapletree Pan Asia Commercial Trust : Circular to MPACT Unitholders dated 28 June 2024 in relation to the Proposed Unit Buy Back Supplement to the Trust Deed and the Proposed Adoption of the Unit Buy Back Mandate

CIRCULAR DATED 28 JUNE 2024

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

Singapore Exchange Securities Trading Limited (the "SGX-ST") takes no responsibility for the accuracy of any statements or opinions made, or reports contained, in this Circular. If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately.

If you have sold or transferred all your Units, you should immediately forward this Circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.

(a unit trust constituted in the Republic of Singapore pursuant to a trust deed dated 25 August 2005 (as amended))

Managed by

MPACT MANAGEMENT LTD.

(Company Registration No. 200708826C)

CIRCULAR TO UNITHOLDERS IN RELATION TO:

1. THE PROPOSED UNIT BUY-BACK SUPPLEMENT TO THE TRUST DEED; AND
2. THE PROPOSED ADOPTION OF THE UNIT BUY-BACK MANDATE

IMPORTANT DATES AND TIMES FOR UNITHOLDERS
Last date and time for submission of Proxy	:	2.30 p.m. on Friday, 26 July 2024
Forms
Date and time of Annual General Meeting	:	2.30 p.m. on Monday, 29 July 2024
Place of Annual General Meeting	:	20 Pasir Panjang Road, Mapletree Business
		City, Town Hall - Auditorium, Singapore
		117439

	TABLE OF CONTENTS
		Page
CORPORATE INFORMATION	ii
LETTER TO UNITHOLDERS
1.	Summary of Approvals Sought	2
2.	The Proposed Unit Buy-Back Supplement	2
3.	The Proposed Unit Buy-Back Mandate	3
4.	Interests of Directors and Substantial Unitholders	13
5.	Directors' Recommendations	15
6.	Actions to be Taken by Unitholders	15
7.	Directors' Responsibility Statement	15
8.	Document Available for Inspection	16
IMPORTANT NOTICE	17
GLOSSARY	18
ANNEX The Proposed Unit Buy-Back Supplement	22

i

	CORPORATE INFORMATION
Directors of MPACT	: Mr Samuel N. Tsien (Non-Executive
Management Ltd. (the		Chairman and Director)
"Directors")		Ms Tan Su Shan (Lead Independent Non-
		Executive Director)
		Ms Chiang Sui Fook Lilian (Independent Non-
		Executive Director)
		Mr Kan Shik Lum (Independent Non-
		Executive Director)
		Mr Chua Kim Chiu (Independent Non-
		Executive Director)
		Mr Lawrence Wong Liang Ying (Independent
		Non-Executive Director)
		Mr Wu Long Peng (Independent Non-
		Executive Director)
		Mr Pascal Jean-Louis Lambert (Independent
		Non-Executive Director)
		Mr Mak Keat Meng (Independent Non-
		Executive Director)
		Mr Alvin Tay Tuan Hearn (Independent Non-
		Executive Director)
		Mr Chua Tiow Chye (Non-Executive Director)
		Ms Wendy Koh Mui Ai (Non-Executive
		Director)
		Ms Sharon Lim Hwee Li (Executive Director
		and Chief Executive Officer)
Registered Office of the	:	10 Pasir Panjang Road,
Manager		#13-01 Mapletree Business City
		Singapore 117438
Trustee of MPACT (the	:	DBS Trustee Limited
"Trustee")		12 Marina Boulevard Level 44

DBS Asia Central @

Marina Bay Financial Centre Tower 3

Singapore 018982

ii

Unit Registrar and Unit Transfer :	Boardroom Corporate & Advisory Services
Office	Pte. Ltd.
	1 Harbourfront Avenue
	Keppel Bay Tower #14-07
	Singapore 098632

iii

(a unit trust constituted in the Republic of Singapore pursuant to a trust deed dated 25 August 2005 (as amended))

Directors of the Manager	Registered Office
Mr Samuel N. Tsien (Non-Executive Chairman and	10 Pasir Panjang Road,
Director)	#13-01 Mapletree Business
Ms Tan Su Shan (Lead Independent Non-Executive	City
Director)	Singapore 117438
Ms Chiang Sui Fook Lilian (Independent Non-Executive
Director)
Mr Kan Shik Lum (Independent Non-Executive Director)
Mr Chua Kim Chiu (Independent Non-Executive
Director)
Mr Lawrence Wong Liang Ying (Independent Non-
Executive Director)
Mr Wu Long Peng (Independent Non-Executive Director)
Mr Pascal Jean-Louis Lambert (Independent Non-
Executive Director)
Mr Mak Keat Meng (Independent Non-Executive
Director)
Mr Alvin Tay Tuan Hearn (Independent Non-Executive
Director)
Mr Chua Tiow Chye (Non-Executive Director)
Ms Wendy Koh Mui Ai (Non-Executive Director)
Ms Sharon Lim Hwee Li (Executive Director and Chief
Executive Officer)
	28 June 2024

To: Unitholders of Mapletree Pan Asia Commercial Trust ("MPACT")

Dear Sir/Madam

1

1 SUMMARY OF APPROVALS SOUGHT

MPACT Management Ltd., in its capacity as manager of MPACT (the "Manager"), is seeking approval from unitholders of MPACT ("Unitholders") for the following:

1. Extraordinary Resolution 1: the proposed unit buy-back supplement to the trust deed constituting MPACT dated 25 August 2005 (as amended) (the "Trust Deed"); and
2. Ordinary Resolution 4: the proposed adoption of a unit buy-back mandate.

Extraordinary Resolution 1 relates to the proposed supplement to the Trust Deed to include provisions regarding the repurchase and redemption of units of MPACT ("Units") in the manner set out in the Annex of this Circular (the "Unit Buy-BackSupplement").

As the Unit Buy-Back Supplement is required for the proposed adoption of the mandate for the Manager to exercise its powers to procure the repurchases of Units for and on behalf of MPACT without the prior specific approval of Unitholders in a general meeting (the "Unit Buy-BackMandate"), the proposed adoption of the Unit Buy-Back Mandate under Ordinary Resolution 4 is conditional upon the Unit Buy-Back Supplement being approved by Unitholders under Extraordinary Resolution 1.

The approval of the Unit Buy-Back Supplement under Extraordinary Resolution 1, however, is not conditional upon the Unit Buy-Back Mandate under Ordinary Resolution 4 being approved by Unitholders. Accordingly, the Manager will proceed with the Unit Buy-Back Supplement even if Unitholders do not approve the Unit Buy- Back Mandate.

2 THE PROPOSED UNIT BUY-BACK SUPPLEMENT

2.1 Background

In respect of the repurchase of Units, the Trust Deed currently provides, among others, that where the Manager offers to repurchase or cause the redemption of Units issued when MPACT is listed and, upon acceptance of such an offer, the Manager shall do so at the Repurchase Price calculated in accordance with the Trust Deed and in the event the Manager decides to repurchase or cause the redemption of Units, such repurchase or redemption must comply with the listing rules for the time being applicable to the listing of MPACT as an investment fund on the SGX-ST and/or the listing rules of any other relevant stock exchange of repute in any country in any part of the world and Appendix 6 of the Code on Collective Investment Schemes issued by the Monetary Authority of Singapore.

In connection with the proposed adoption of the Unit Buy-Back Mandate, the Manager is seeking Unitholders' approval under Clause 28.2 of the Trust Deed to supplement the Trust Deed for the purposes of, among others:

2

1. allowing the Manager to repurchase Units under a unit buy-back mandate, subject to approval from the Unitholders;
2. providing the Manager with the discretion to determine the repurchase price for a repurchase of Units under a unit buy-back mandate; and
3. setting out other general terms and conditions for the repurchase of Units by the Manager under a unit buy-back mandate.

The full text of the Unit Buy-Back Supplement is set out in the Annex of this Circular.

2.2 Rationale for the Unit Buy-Back Supplement

The Unit Buy-Back Supplement is necessary for the adoption of the Unit Buy-Back Mandate as it would provide the Manager with the ability and the flexibility to undertake repurchases of Units, under the Unit Buy-Back Mandate, during the period such mandate is in force and in accordance with the provisions of the Trust Deed and all applicable laws and regulations, including but not limited to the Listing Manual of the SGX-ST (the "Listing Manual").

3 THE PROPOSED UNIT BUY-BACK MANDATE

1. The Proposed Unit Buy-Back Mandate
   Subject to Unitholders' approval of Extraordinary Resolution 1, the Manager intends to seek the approval of Unitholders for the proposed Unit Buy-Back Mandate at the AGM (as defined herein) under Ordinary Resolution 4.
2. Rationale for the Unit Buy-Back Mandate
   The Manager aims to drive sustainable returns to Unitholders and achieve long-term stability in distribution per Unit ("DPU") and net asset value ("NAV") per Unit, while maintaining an appropriate capital structure. In alignment with this objective, the approval of the Unit Buy-Back Mandate authorising the Manager to repurchase Units for and on behalf of MPACT would give the Manager the flexibility to undertake repurchases of Units of up to the 5.0% limit described in paragraph 3.3.1 of this Circular at any time, during the period when the Unit Buy-Back Mandate is in force ("Unit Buy- Back").
   The rationale for seeking the Unit Buy-Back Mandate is as follows:
3. 1. Enhanced Capital Efficiency: the Unit Buy-Back Mandate would serve as a flexible and cost-effective capital management tool to allocate capital and enhance long-term returns for Unitholders by improving DPU for Unitholders and/or the NAV per Unit; and
   2. Stabilisation of Unit Prices: the Unit Buy-Back Mandate, when exercised at appropriate times, would allow the Manager to mitigate short-term market

3

volatility and counter the effects of short-term speculative trading of the Units that may not reflect the underlying value of the Units. This would support a more stable market price for the Units and bolster market confidence in MPACT.

While the Unit Buy-Back Mandate would authorise Unit Buy-Backs of up to the said 5.0% limit during the period when the Unit Buy-Back Mandate is in force, Unitholders should note that the Manager may not necessarily repurchase Units and Unit Buy- Backs may not necessarily be carried out to the entire 5.0% limit as authorised by Unitholders.

Repurchases of Units will be made only when the Manager considers it to be in the best interests of MPACT and the Unitholders.

Rule 723 of the Listing Manual requires MPACT to ensure that at least 10.0% of its Units are at all times held by the public (the "Public Float"). As at 31 May 2024, being the latest practicable date prior to the printing of this Circular (the "Latest Practicable Date"), the Public Float was approximately 43.32% and accordingly, the Manager is of the view that the orderly trading and the listing status of the Units on the SGX-ST is not likely to be affected by the Unitholders' approval of the Unit Buy-Back Mandate and the repurchases of Units thereunder.

3.3 Authority and Limits on the Unit Buy-Back Mandate

The authority conferred on the Manager and the limits placed on the repurchases of Units by the Manager under the Unit Buy-Back Mandate are set out below:

1. Maximum Limit
   The total number of Units which may be repurchased pursuant to the Unit Buy- Back Mandate is limited to that number of Units representing not more than 5.0% of the total number of issued Units as at the date of the AGM.1
   FOR ILLUSTRATIVE PURPOSES ONLY: On the basis of 5,257,046,281 Units in issue as at the Latest Practicable Date, and assuming that no further Units are issued on or prior to the AGM at which the Unit Buy-Back Mandate is approved, not more than 262,852,314 Units (representing 5.0% of the issued Units) may be repurchased by the Manager pursuant to the Unit Buy-Back Mandate during the Mandate Duration (as defined herein).
2. Duration of Authority
   Unless revoked or varied by Unitholders in a general meeting, the Unit Buy- Back Mandate, if approved by Unitholders, will be in force from the period commencing from the date on which the AGM is held and the Unit Buy-Back

1 Pursuant to the Listing Manual, a unit buy-back shall not exceed 10.0% of the total number of issued units excluding treasury units and subsidiary holdings in each class as at the date of the resolution passed by unitholders for the unit buy - back. For the avoidance of doubt, MPACT does not hold any treasury units and there are no subsidiary holdings as none of the subsidiaries of MPACT hold any Units. There is also only one class of units in MPACT.

4

Mandate is approved and expiring on the earliest of the following dates:

1. the date on which the next annual general meeting of MPACT is held;
2. the date by which the next annual general meeting of MPACT is required by applicable laws and regulations or the provisions of the Trust Deed to be held; or
3. the date on which the repurchases of Units by the Manager pursuant to the Unit Buy-Back Mandate are carried out to the full extent mandated,

(the "Mandate Duration").

Under the Trust Deed and the prevailing laws and regulations of Singapore, MPACT is required to convene an annual general meeting of Unitholders once every calendar year and not more than 15 months after the holding of the last preceding annual general meeting and in any case within four months from the financial year end of MPACT.

The authority conferred on the Manager under the Unit Buy-Back Mandate to repurchase Units may be renewed at the next annual general meeting of Unitholders. When seeking the approval of Unitholders for any subsequent Unit buy-back mandate, the Manager shall disclose details of each Unit buy-back made during the Mandate Duration in respect of the Unit buy-back mandate immediately preceding such Unit buy-back mandate being sought, including the total number of Units repurchased, the repurchase price per Unit or the highest and lowest prices paid for such repurchases of Units, where relevant, and the total consideration paid for such repurchases.

3.3.3 Manner of Repurchase

Repurchases of Units may be made by way of:

1. market repurchase(s) ("Market Repurchases"); and/or
2. off-marketrepurchase(s) ("Off-MarketRepurchases").

Market Repurchases refer to repurchases of Units by the Manager effected on the SGX-ST and/or, as the case may be, such other stock exchange for the time being on which the Units may be listed and quoted, through one or more duly licensed stockbrokers appointed by the Manager for the purpose.

Off-Market Repurchases refer to repurchases of Units by the Manager (which are not Market Repurchases) made under an equal access scheme or schemes for the repurchase of Units from Unitholders in accordance with the Trust Deed, as proposed to be supplemented by the Unit Buy-Back Supplement. In this regard, an Off-Market Repurchase must satisfy all the following conditions:

1. offers for the repurchase or acquisition of Units shall be made to every person who holds Units to repurchase or acquire the same percentage

5

of their Units;

1. all of the above-mentioned persons shall be given a reasonable opportunity to accept the offers made to them; and
2. the terms of all the offers shall be the same, except that there shall be disregarded:
3. 1. differences in consideration attributable to the fact that offers may relate to Units with different accrued distribution entitlements;
   2. differences in consideration attributable to the fact that the offers may relate to Units with different amounts remaining unpaid; and
   3. differences in the offers introduced solely to ensure that each Unitholder is left with a whole number of Units.

Additionally, the Listing Manual provides that, in making an Off-Market Repurchase, the Manager must issue an offer document to all Unitholders which must contain, inter alia:

1. the terms and conditions of the offer;
2. the period and procedures for acceptances;
3. the reasons for the proposed Unit repurchases;
4. the consequences, if any, of Unit repurchases by the Manager that will arise under the Singapore Code on Take-overs and Mergers (the "Code") or other applicable takeover rules;
5. whether the Unit repurchases, if made, could affect the listing of the Units on the SGX-ST;
6. details of any Unit repurchases made by the Manager in the previous 12 months (whether Market Repurchases or Off-Market Repurchases in accordance with an equal access scheme), giving the total number of Units repurchased, the repurchase price per Unit or the highest and lowest prices paid for the repurchases, where relevant, and the total consideration paid for the repurchases; and
7. whether the Units repurchased by the Manager will be cancelled or, where permissible, kept as treasury Units.

3.3.4 Repurchase Price

The Manager has the discretion to determine the repurchase price for a repurchase of Units under a Unit buy-back mandate, subject to such repurchase price not exceeding 105.0% of the Average Closing Price (as defined herein) of the Units for both a Market Repurchase (in accordance with

6