INFORMATION MEMORANDUM DATED 16 APRIL 2013

HSBC INSTITUTIONAL TRUST SERVICES (SINGAPORE) LIMITED (IN ITS CAPACITY AS TRUSTEE OF SABANA SHARI’AH COMPLIANT INDUSTRIAL REAL ESTATE INVESTMENT TRUST) (Incorporated in the Republic of Singapore on 24 February 1949) (UEN/Company Registration No. 194900022R) (as Obligor) SABANA SUKUK PTE. LTD. (Incorporated in the Republic of Singapore on 15 February 2013) (UEN/Company Registration No. 201304223G) (as Issuer) a wholly-owned subsidiary of abana SHARI’AH COMPLIANT REIT

managed by Sabana Real Estate Investment Management Pte. Ltd. (Company Registration Number 201005493K) SABANA SHARI’AH COMPLIANT INDUSTRIAL REAL ESTATE INVESTMENT TRUST (a real estate investment trust constituted on 29 October 2010 under the laws of the Republic of Singapore) S$500,000,000 Multicurrency Islamic Trust Certificates Issuance Programme (the “Programme”) This Information Memorandum has not been registered as a prospectus with the Monetary Authority of Singapore (the “MAS”). Accordingly, this Information Memorandum and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of trust certificates (the “Trust Certificates”) to be issued from time to time by Sabana Sukuk Pte. Ltd. (the “Issuer”) pursuant to the Programme may not be circulated or distributed, nor may the Trust Certificates be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where the Trust Certificates are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Trust Certificates pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA; (2) where no consideration is or will be given for the transfer; (3) where the transfer is by operation of law; (4) as specified in Section 276(7) of the SFA; or (5) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore. Application has been made to the Singapore Exchange Securities Trading Limited (the “SGX-ST”) for permission to deal in and quotation for any Trust Certificates which are agreed at the time of issue thereof to be so listed on the SGX-ST. Such permission will be granted when such Trust Certificates have been admitted to the Official List of the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained herein. Admission to the Official List of the SGX-ST and quotation of any Trust Certificates on the SGX-ST is not to be taken as an indication of the merits of the Issuer, HSBC Institutional Trust Services (Singapore) Limited (in its capacity as trustee of Sabana Shari’ah Compliant Industrial Real Estate Investment Trust (“Sabana REIT”)) (the “Obligor”), Sabana REIT and its subsidiaries and associated companies (if any), the Programme or such Trust Certificates. Arranger and Dealer

CIMB BANK BERHAD (Company No. 13491-P) TABLE OF CONTENTS Page

NOTICE 1

FORWARD-LOOKING STATEMENTS 4

DEFINITIONS 5

CORPORATE INFORMATION 18

SUMMARY OF THE PROGRAMME 20

STRUCTURE DIAGRAM AND CASH FLOWS 31

TERMS AND CONDITIONS OF THE TRUST CERTIFICATES 33

THE ISSUER 76

BUSINESS OF SABANA REIT 77

SHARI’AH COMPLIANCE OF SABANA REIT 125

SUMMARY OF PRINCIPAL TRANSACTION DOCUMENTS 135

INVESTMENT CONSIDERATIONS 143

USE OF PROCEEDS 165

CLEARING AND SETTLEMENT 166

SINGAPORE TAXATION 168

SUBSCRIPTION, PURCHASE AND DISTRIBUTION 171

FORM OF PRICING SUPPLEMENT IN RELATION TO THE TRUST CERTIFICATES 173

APPENDICES

I: GENERAL AND OTHER INFORMATION A-I-1

II: INDEX TO THE AUDITED FINANCIAL STATEMENTS OF SABANA REIT AND ITS SUBSIDIARY FOR THE YEAR ENDED 31 DECEMBER 2012 A-II-1

i NOTICE

CIMB Bank Berhad (the “Arranger”) has been authorised by the Issuer to arrange the Programme described herein. Under the Programme, the Issuer may, subject to compliance with all relevant laws, regulations and directives, from time to time issue Trust Certificates denominated in Singapore dollars and/or any other currencies.

This Information Memorandum contains information with regard to the Issuer, the Obligor, Sabana REIT, Sabana REIT’s subsidiaries and associated companies (if any) and the Trust Certificates. The Issuer, having made all reasonable enquiries, confirms that this Information Memorandum contains all information relating to the Issuer, the Obligor, the Manager (as defined herein), Sabana REIT and the assets of Sabana REIT, which is material in the context of the Programme and the issue and offering of the Trust Certificates, that the information contained herein is true and accurate in all material respects, the opinions, expectations and intentions expressed in this Information Memorandum have been carefully considered, and that there are no other facts the omission of which in the context of the Programme and the issue and offer of the Trust Certificates would or might make any such information or expressions of opinion, expectation or intention misleading in any material respect. The Obligor, having made all reasonable enquiries, confirms that this Information Memorandum contains true and accurate disclosure of all material facts regarding Sabana REIT, the Manager, itself and the assets of Sabana REIT, and that there are no other facts the omission of which in the context of the Programme and the issue and offer of the Trust Certificates would or might make any such information misleading in any material respect.

The Trust Certificates will be issued in registered form and may be listed on a stock exchange. The Trust Certificates will initially be represented by a global certificate which will be deposited on the issue date with either the Depository (as defined herein) or a common depositary for Euroclear Bank S.A./ N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) or otherwise delivered as agreed between the Issuer and the relevant Dealer (as defined herein). Subject to compliance with all relevant laws, regulations and directives, the Trust Certificates may (a) have maturities of such tenor as may be agreed between the Issuer and the relevant Dealer (as defined below) and (b) the Trust Certificates may be subject to redemption or purchase in whole. The Trust Certificates will bear Periodic Distribution Amounts at a fixed rate, floating rate, variable rate or at a zero rate agreed between the Issuer and the relevant Dealer. The Trust Certificates will be redeemed at the Dissolution Distribution Amount, the Early Dissolution Amount, the Dissolution Distribution (Put) Amount or the Optional Dissolution Distribution (Call) Amount, in each case with terms as specified in the applicable Pricing Supplement (as defined herein) issued in relation to each series of Trust Certificates. Details applicable to each series of Trust Certificates will be specified in the applicable Pricing Supplement which is to be read in conjunction with this Information Memorandum.

The maximum aggregate principal amount of the Trust Certificates to be issued, when added to the aggregate principal amount of all Trust Certificates outstanding (as defined in the Master Trust Deed referred to below) shall be S$500,000,000 (or its equivalent in any other currencies) or such higher amount as may be notified by the Issuer pursuant to the terms of the Programme Agreement (as defined herein).

No person has been authorised to give any information or to make any representation other than those contained in this Information Memorandum and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Obligor, the Arranger, any of the Dealers or the Trustee (as defined herein). Save as expressly stated in this Information Memorandum, nothing contained herein is, or may be relied upon as, a promise or representation as to the future performance or policies of the Issuer, the Obligor, Sabana REIT or any of its subsidiaries, associated companies (if any) or joint venture companies (if any). Neither this Information Memorandum nor any other document or information (or any part thereof) delivered or supplied under or in relation to the Programme or the issue of any Trust Certificates may be used for the purpose of, and does not constitute an offer of, or solicitation or invitation by or on behalf of the Issuer, the Obligor, the Arranger, any of the Dealers or the Trustee to subscribe for or purchase, the Trust Certificates in any jurisdiction or under any circumstances in which such offer, solicitation or invitation is unlawful, or not authorised or to any person to whom it is unlawful to make such offer, solicitation or invitation. The distribution and publication of this Information Memorandum or any such other document or information and the offer of the Trust Certificates in certain jurisdictions may be restricted by law. Persons who distribute or publish this Information Memorandum or any such other document or information or into whose possession

1 this Information Memorandum or any such other document or information comes are required to inform themselves about and to observe any such restrictions and all applicable laws, orders, rules and regulations. The Trust Certificates have not been, and will not be, registered under the Securities Act (as defined herein). Subject to certain exceptions, the Trust Certificates may not be offered, sold or delivered within the United States. Neither this Information Memorandum nor any other document or information (or any part thereof) delivered or supplied under or in relation to the Programme or the issue of any Trust Certificates shall be deemed to constitute an offer of, or an invitation by or on behalf of the Issuer, the Obligor, the Arranger, any of the Dealers or the Trustee to subscribe for or purchase, any of the Trust Certificates. This Information Memorandum and any other documents or materials in relation to the issue, offering or sale of the Trust Certificates have been prepared solely for the purpose of the initial sale by the relevant Dealers of the Trust Certificates from time to time to be issued pursuant to the Programme. This Information Memorandum and such other documents or materials are made available to the recipients thereof solely on the basis that they are persons falling within the ambit of Section 274 and/ or Section 275 of the SFA and may not be relied upon by any person other than persons to whom the Trust Certificates are sold or with whom they are placed by the relevant Dealers as aforesaid or for any other purpose. Recipients of this Information Memorandum shall not reissue, circulate or distribute this Information Memorandum or any part thereof in any manner whatsoever. Neither the delivery of this Information Memorandum (or any part thereof) or the issue, offering, purchase or sale of the Trust Certificates shall, under any circumstances, constitute a representation, or give rise to any implication, that there has been no change in the prospects, results of operations or general affairs of the Issuer, the Obligor, Sabana REIT or any of its subsidiaries or associated companies (if any) or in the information herein since the date hereof or the date on which this Information Memorandum has been most recently amended or supplemented. The Arranger, the Dealers and the Trustee have not separately verified the information contained in this Information Memorandum. None of the Issuer, the Obligor, the Arranger, any of the Dealers, the Trustee or any of their respective officers or employees is making any representation or warranty expressed or implied as to the merits of the Trust Certificates or the subscription for, purchase or acquisition thereof, the creditworthiness or financial condition or otherwise of the Issuer, the Obligor, Sabana REIT or its subsidiaries or associated companies (if any). Further, none of the Arranger, the Dealers and the Trustee makes any representation or warranty as to the Issuer, the Obligor, Sabana REIT or its subsidiaries or associated companies (if any) or as to the accuracy, reliability or completeness of the information set out herein (including the legal and regulatory requirements pertaining to Sections 274, 275 and 276 or any other provisions of the SFA) and the documents which are incorporated by reference in, and form part of, this Information Memorandum. Neither this Information Memorandum nor any other document or information (or any part thereof) delivered or supplied under or in relation to the Programme or the issue of the Trust Certificates is intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the Issuer, the Obligor, the Arranger, any of the Dealers or the Trustee that any recipient of this Information Memorandum or such other document or information (or such part thereof) should subscribe for or purchase any of the Trust Certificates. A prospective purchaser shall make its own assessment of the foregoing and other relevant matters including the financial condition and affairs and the creditworthiness of the Issuer, the Obligor, Sabana REIT and its subsidiaries and associated companies (if any), and obtain its own independent legal or other advice thereon, and its investment shall be deemed to be based on its own independent investigation of the financial condition and affairs and its appraisal of the creditworthiness of the Issuer, the Obligor, Sabana REIT and its subsidiaries and associated companies (if any). Accordingly, notwithstanding anything herein, none of the Issuer, the Obligor, the Arranger, any of the Dealers or the Trustee or any of their respective officers, employees or agents shall be held responsible for any loss or damage suffered or incurred by the recipients of this Information Memorandum or such other document or information (or such part thereof) as a result of or arising from anything expressly or implicitly contained in or referred to in this Information Memorandum or such other document or information (or such part thereof) and the same shall not constitute a ground for rescission of any purchase or acquisition of any of the Trust Certificates by a recipient of this Information Memorandum or such other document or information (or such part thereof).

2 To the fullest extent permitted by law, none of the Arranger, any of the Dealers or the Trustee accept any responsibility for the contents of this Information Memorandum or for any other statement, made or purported to be made by the Arranger or any of the Dealers or on its behalf in connection with the Issuer, the Obligor, Sabana REIT or the issue and offering of the Trust Certificates. The Arranger, each Dealer and the Trustee accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this Information Memorandum or any such statement. The following documents published or issued from time to time after the date hereof shall be deemed to be incorporated by reference in, and to form part of, this Information Memorandum: (1) any annual reports, audited consolidated accounts and/or unaudited consolidated financial statements of Sabana REIT and (2) any supplement or amendment to this Information Memorandum issued by the Issuer. This Information Memorandum is to be read in conjunction with all such documents which are incorporated by reference herein and, with respect to any series of Trust Certificates, the Pricing Supplement in respect of such series. Any statement contained in this Information Memorandum or in a document deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this Information Memorandum to the extent that a statement contained in this Information Memorandum or in such subsequent document that is also deemed to be incorporated by reference herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Information Memorandum. Copies of all documents deemed incorporated by reference herein are available for inspection at the registered office of the Manager. Any purchase or acquisition of the Trust Certificates is in all respects conditional on the satisfaction of certain conditions set out in the Programme Agreement and the issue of the Trust Certificates by the Issuer pursuant to the Programme Agreement (as defined herein). Any offer, invitation to offer or agreement made in connection with the purchase or acquisition of the Trust Certificates or pursuant to this Information Memorandum shall (without any liability or responsibility on the part of the Issuer, the Obligor, the Arranger, or any of the Dealers or the Trustee) lapse and cease to have any effect if (for any other reason whatsoever) the Trust Certificates are not issued by the Issuer pursuant to the Programme Agreement. The attention of recipients of this Information Memorandum is drawn to the restrictions on resale of the Trust Certificates set out under “Subscription, Purchase and Distribution” on pages 171 to 172 of this Information Memorandum. Any discrepancies in the tables included herein between the listed amounts and total thereof are due to rounding.

Any person(s) who is invited to purchase or subscribe for the Trust Certificates or to whom this Information Memorandum is sent shall not make any offer or sale, directly or indirectly, of any Trust Certificates or distribute or cause to be distributed any document or other material in connection therewith in any country or jurisdiction except in such manner and in such circumstances as will result in compliance with any applicable laws and regulations.

It is recommended that persons proposing to subscribe for or purchase any of the Trust Certificates consult their own legal and other advisers before purchasing or acquiring the Trust Certificates.

3 FORWARD-LOOKING STATEMENTS All statements contained in this Information Memorandum that are not statements of historical fact constitute “forward-looking statements”. Some of these statements can be identified by forward-looking terms such as “expect”, “believe”, “plan”, “intend”, “estimate”, “anticipate”, “may”, “will”, “would” and “could” or similar words. However, these words are not the exclusive means of identifying forward- looking statements. All statements regarding the expected financial position, business strategy, plans and prospects of the Issuer, the Obligor, Sabana REIT and/or the Group (as defined herein) (including statements as to the Issuer’s, the Obligor’s, Sabana REIT’s and/or the Group’s revenue and profitability, prospects, future plans and other matters discussed in this Information Memorandum regarding matters that are not historical facts and including the financial forecasts, profit projections, statements as to the expansion plans of the Issuer, the Obligor and/or the Group, expected growth in the Issuer, the Obligor, Sabana REIT and/or the Group and other related matters), if any, are forward- looking statements and accordingly, are only predictions. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Issuer, the Obligor, Sabana REIT and/or the Group to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These factors include, among others: • changes in general political, social and economic conditions; • changes in currency exchange; • demographic changes; • changes in competitive conditions; and • other factors beyond the control of the Issuer, the Obligor and the Group. Some of these factors are discussed in greater detail in this Information Memorandum, in particular, but not limited to, discussion under the section “Investment Considerations”. Given the risks and uncertainties that may cause the actual future results, performance or achievements of the Issuer, the Obligor, Sabana REIT or the Group to be materially different from the results, performance or achievements expected, expressed or implied by the financial forecasts, profit projections and forward-looking statements in this Information Memorandum, undue reliance must not be placed on those forecasts, projections and statements. The Issuer, the Obligor, the Arranger, the Dealers and the Trustee do not represent or warrant that the actual future results, performance or achievements of the Issuer, the Obligor or the Group will be as discussed in those statements. Neither the delivery of this Information Memorandum (or any part thereof) nor the issue of any Trust Certificates by the Issuer shall under any circumstances constitute a continuing representation or create any suggestion or implication that there has been no change in the prospects, results of operations or general affairs of the Issuer, the Obligor, Sabana REIT, the Group or any statement of fact or information contained in this Information Memorandum since the date of this Information Memorandum. Further, the Issuer, the Obligor, the Arranger, the Dealers and the Trustee disclaim any responsibility, and undertake no obligation, to update or revise any forward-looking statements contained herein to reflect any changes in the expectations with respect thereto after the date of this Information Memorandum or to reflect any change in events, conditions or circumstances on which any such statements are based.

4 DEFINITIONS

The following definitions have, where appropriate, been used in this Information Memorandum:

“AACP” : Atrium Asia Capital Partners Pte. Ltd. “AAOIFI” : Accounting and Auditing Organisation of the Islamic Financial Institutions. “Additional Lease Period” : Has the meaning given to it in the Purchase Undertaking. “Agency Agreement” : The Agency Agreement dated 16 April 2013 between (1) the Issuer, as issuer, (2) the Trustee, as trustee, (3) the Issuing and Paying Agent, Paying Agent, Transfer Agent and Calculation Agent as issuing and paying agent, paying agent, transfer agent and calculation agent, respectively, (4) the Singapore Paying Agent and Singapore Registrar, as Singapore paying agent and Singapore registrar, respectively, and (5) the Luxembourg Registrar, as Luxembourg registrar. “Aggregate Leverage” : As defined in the Property Funds Appendix. “Aggregate Nominal Value” : At any time, the aggregate nominal value of the outstanding Trust Certificates. “Arranger” : CIMB Bank Berhad. “Asset Substitution Date” : The date of the Sale and Purchase Agreement. “Blackwood” : Blackwood Investment Pte. Ltd. “Board” : The board of directors of the Manager. “Business Day” : Has the meaning ascribed to it in the Conditions. “Buyer” : HSBC Institutional Trust Services (Singapore) Limited (in its capacity as trustee of Sabana REIT). “Calculation Agent” : The Issuing and Paying Agent or such other person specified in the applicable Pricing Supplement as the party responsible for calculating the Periodic Distribution Amount and/or such other amount(s) as may be specified in the applicable Pricing Supplement in accordance with Condition 5A. “CIS Code” : Code on Collective Investment Schemes issued by MAS, as amended or modified from time to time. “Clearstream, Luxembourg” : Clearstream Banking, société anonyme. “Closing Date” : In connection with each Series of Trust Certificates issued pursuant to the Programme, the date of issue of such Series of Trust Certificates or, if not yet issued, the date agreed for their issue between the Issuer and the Relevant Dealer(s). “CMS Licence” : Capital Markets Services licence issued to the Manager. “Commodities” : Any Shari’ah compliant commodities, as specified in the Offer Letter, which may comprise London Metal Exchange base metals and/or platinum group metals, crude palm oil and its derivatives or such other Shari’ah compliant commodities as may be agreed by the Issuer, the REIT Trustee, the Trustee, the Wakeel and the Commodity Agent and in any event, will only include allocated commodities physically located outside of the United Kingdom and Singapore and approved by the Series Shari’ah Adviser. “Commodity Agent” : In relation to a particular Series, the commodity agent named as such in the Commodity Murabahah Investment Agreement relating to such Series.

5 “Commodity Murabaha Facility” : The committed three and five-year secured term commodity Murabaha facilities of up to S$352.8 million and a revolving Murabaha facility of up to S$18.0 million from The Hongkong and Shanghai Banking Corporation Limited, United Overseas Bank Limited and Malayan Banking Berhad. “Commodity Murabahah : In respect of a Series, the commodity murabahah investment Investment” forming part of the Series Wakalah Venture of that Series to be invested in accordance with the Commodity Murabahah Investment Agreement in respect of that Series. “Commodity Murabahah : In respect of a Series, the commodity murabahah investment Investment Agreement” agreement relating to that Series entered into on the Closing Date of such Series made between the Issuer (as seller), the Obligor (as buyer), the Wakeel, the Trustee and the Commodity Agent. “Commodity On-Sale Agency : A commodity on-sale agency agreement entered into on the Agreement” Closing Date between the Obligor (as buyer) and the Commodity Agent in its capacity as commodity on-sale agent. “Commodity Price” : Has the meaning given to it in the Commodity Murabahah Investment Agreement. “Companies Act” : The Companies Act (Chapter 50 of Singapore), as amended or modified from time to time. “Comptroller” : Comptroller of Income Tax in Singapore. “Conditions” : In respect of a Series, the terms and conditions applicable to the Trust Certificates of such Series. “Convertible Sukuk” : The S$80.0 million in aggregate principal amount of convertible sukuk due 2017, convertible into Units, issued by Sabana Treasury Pte. Ltd.. “Corporate Services : The Corporate Services Agreement dated 16 April 2013 Agreement” between (1) the Issuer, as issuer, (2) the Corporate Services Provider, as corporate services provider, and (3) the Manager, as amended, varied or supplemented from time to time. “Corporate Services Provider” : Intertrust Singapore Corporate Services Pte. Ltd. and/or such substitute or additional Corporate Services Provider as may from time to time be appointed by the Issuer as corporate services provider. “Costs Undertaking Deed” : The costs undertaking deed dated 16 April 2013 executed by the Obligor. “CSC” : Certificate of Statutory Completion. “Dealers” : CIMB Bank Berhad and/or such other persons appointed as dealers under the Programme. “Day Count Fraction” : In relation to a Periodic Distribution Period or any other period in respect of which a payment is due to be made, the number of days from and including the first day of that period to but excluding the last day of that period, divided by 365 or such other period specified in the Pricing Supplement. “Deed of Covenant” : The deed of covenant executed as a deed poll by the Issuer on or around 16 April 2013 in relation to the Trust Certificates. “Deferred Sale Price” : Has the meaning given to it in the Commodity Murabahah Investment Agreement. “Depositors” : Persons holding Trust Certificates in securities accounts with the Depository.

6 “Deposited Property” : All the assets of Sabana REIT, including all the properties and all the authorised investments of Sabana REIT for the time being held or deemed to be held upon the trusts under the Sabana Trust Deed. “Depository” or “CDP” : The Central Depository (Pte) Limited. “Depository Agents” : Certain corporate depositors approved by the Depository under the Companies Act to maintain securities sub-accounts. “Depository Agreement” : The application form dated on or around 16 April 2013 signed by the Issuer and accepted by the Depository together with the terms and conditions for the provision of depository services by the Depository referred to therein. “Depository System” : The electronic book-entry clearance and settlement system for trading of debt securities maintained by the Depository. “Dissolution (Put)” : Has the meaning ascribed to it in Condition 7.5. “Dissolution (Put) Date” : In respect of a Series, means the date as specified in the Pricing Supplement. “Dissolution Distribution : In respect of a Series, an amount equal to the Aggregate Amount” Nominal Value plus any accrued but unpaid Periodic Distribution Amounts (if any) or if so specified in the applicable Pricing Supplement, an amount equal to the Aggregate Nominal Value of the Trust Certificates issued plus the accrued Premium, or otherwise as set out in the Pricing Supplement. “Dissolution Distribution (Put) : In respect of a Series, the dissolution distribution (put) amount Amount” as specified in the applicable Pricing Supplement. “Dissolution Event” : Any of the events described in Condition 13. “Dissolution Event Redemption : Has the meaning given to it in Condition 13.2 and will be Date” specified in the Purchase Undertaking Exercise Notice. “DPU” : Distribution per Unit. “Early Dissolution Amount” : In respect of a Series, it has the meaning ascribed to it in the Pricing Supplement applicable to the Trust Certificates of such Series. “Extraordinary Resolution” : A resolution passed at a meeting of the Trust Certificates Holders duly convened and held in accordance with the provisions of Schedule 3 of the Master Trust Deed. “Euroclear” : Euroclear Bank S.A./N.V. “Existing Subtenancies” : Means all subtenancies, licenses and occupation agreements (if any), whether or not made by the Seller, in respect of the Properties, existing on the Asset Substitution Date. “Fitch” : Fitch Inc. “Five Pillars” : Five Pillars Pte. Ltd. “FP 2011” : Financial period from 29 October 2010 to 31 December 2011. “Freight Links” : Freight Links Express Holdings Limited. “Freight Links Group” : Freight Links and its subsidiaries. “FRS 39” : Singapore Financial Reporting Standard 39 – Financial Instruments: Recognition and Measurement. “FRS 39 Circular” : Circular entitled “Income Tax Implications Arising from the Adoption of FRS 39 – Financial Instruments: Recognition and Measurement”.

7 “FY” : Financial year ended or ending 31 December. “GAAP” : Generally Accepted Accounting Principles. “GFA” : Gross Floor Area. “Global Certificate” : A global certificate representing the Trust Certificates of a Series. “Gross Revenue” : Income from the rental of the Portfolio Properties. “Group” : Sabana REIT and its subsidiaries. “H1N1” : Influenza A. “H5N1” : Human infection of avian influenza. “IFSB” : Islamic Financial Services Board. “IIUM” : International Islamic University Malaysia. “INCEIF” : International Centre for Education in Islamic Finance. “Independent Shari’ah : The independent Shari’ah committee appointed to provide Committee” ongoing advice on Shari’ah compliance by Sabana REIT. “IPO” : The initial public offering of the Units by the Manager. “Issuer” : Sabana Sukuk Pte. Ltd. “Issuing and Paying Agent” : The Bank of New York Mellon, London Branch. “Issuing and Paying Agent’s : The account of the Issuing and Paying Agent specified in the Account” Wakalah Agreement, or such other account as the Issuer may notify to the Buyer from time to time “Issuer Power of Attorney” : The power of attorney granted by the Issuer in favour of the Trustee with respect to the execution of the Transfer Agreement by the Issuer substantially in the form set out in Schedule 2 of the Sale and Purchase Agreement. “ITA” : Income Tax Act, Chapter 134 of Singapore. “IWL” : Islamic World League. “JTC” : Jurong Town Corporation. “Latest Practicable Date” : 10 April 2013, being the latest practicable date prior to the date of this Information Memorandum. “Lease” : The lease created pursuant to the Lease Agreement. “Lease Assets” : Has the meaning given to it in the Lease Agreement. “Lessee” : The Obligor in its capacity as lessee of the Properties under the Lease Agreement. “Lessor” : The Issuer in its capacity as lessor of the Properties under the Lease Agreement. “Listing Date” : 26 November 2010. “Listing Manual” : The Listing Manual of the SGX-ST. “Longstop Date” : The date falling 45 days after the Closing Date. “Longstop Redemption Date” : The date falling 10 Business Days after the Longstop Date. “Luxembourg Registrar” : The Bank of New York Mellon (Luxembourg) S.A. “M&A” : Merger and acquisitions. “Major Maintenance and : All structural repair and major maintenance of the Real Estate Structural Repair” comprised in the Series Wakalah Venture required to ensure that such Real Estate may reasonably and properly be utilised by any tenant, lessee or occupant thereof, but excluding Ordinary Maintenance and Repair.

8 “Manager” : Sabana Real Estate Investment Management Pte. Ltd., as manager of Sabana REIT, or any replacement manager of Sabana REIT appointed in accordance with the terms of the Sabana Trust Deed. “Market Price” : Has the meaning set out in the Sabana Trust Deed. “MAS” : The Monetary Authority of Singapore. “Master Leases” : Leases between the REIT Trustee and Branbury Investments Ltd (in relation to 151 Lorong Chuan), Utraco Greentech Pte. Ltd. (in relation to 8 Commonwealth Lane), Eccott Pte Ltd (in relation to 200 Pandan Loop), Ho Bee Developments Pte Ltd (in relation to 15 Jalan Kilang Barat), AWAN Data Centre Pte. Ltd. (in relation to 1 Tuas Avenue 4), Ban Teck Han Enterprise Co Pte Ltd (in relation to 23 Serangoon North Avenue 5), Freight Links Express Logisticpark Pte Ltd (in relation to 33 & 35 Penjuru Lane), Crystal Freight Services Distripark Pte Ltd (in relation to 18 Gul Drive), SB (Lakeside) Investment Pte. Ltd. (in relation to 34 Penjuru Lane), Freight Links Express Logisticentre Pte Ltd (in relation to 51 Penjuru Road), Oxley & Hume Builders Pte. Ltd. (in relation to 26 Loyang Drive), Fong Tat Motor Co. Pte. Ltd. (in relation to 3 Kallang Way 2A), Freight Links Express Air Systems Pte Ltd (in relation to 218 Pandan Loop), Ringford Pte. Ltd. (in relation to 3A Joo Koon Circle), Winfred Pte. Ltd. (in relation to 2 Toh Tuck Link), Yenom Industries Pte Ltd (in relation to 123 Genting Lane), Freight Links Fabpark Pte. Ltd. (in relation to 30 & 32 Tuas Avenue 8), AVA Global Pte. Ltd. (in relation to 21 Joo Koon Crescent), Ascend Group Pte. Ltd (in relation to 39 Ubi Road 1) and Winstant & Co Pte Ltd (in relation to 6 Woodlands Loop). “Master Lessee” : The master lessee of any of the Portfolio Properties. “Master Trust Deed” : The master trust deed dated 16 April 2013 made between (1) the Issuer, as issuer, (2) the Obligor, as obligor, and (3) the Trustee, as trustee, in respect of the Trust Certificates. “MOF” : Ministry of Finance, Singapore. “Moody’s” : Moody’s Investors Service, Inc. “MRT” : Mass Rapid Transit. “NAV” : Net asset value. “NLA” : Net lettable area. “Nominal Value” : In relation to any Series, the amount which will, on the Scheduled Dissolution Date thereof, become due in respect of the Trust Certificates of such Series, being the amount stated in the applicable Pricing Supplement. “Non-permissible Activities” : Activities which are non-permissible under the Shari’ah Guidelines. “Obligor” : The REIT Trustee. “Obligor Power of Attorney” : In respect of a Series, the power of attorney granted by the Obligor in favour of the Trustee with respect to the execution of the Transfer Agreement by the Obligor substantially in the form set out in Schedule 2 of the Purchase Undertaking. “Obligor Properties : In respect of a Series, the obligor properties undertaking to be Undertaking” dated the Asset Substitution Date of that Series made by the Obligor in favour of the Issuer and the Trustee.

9 “Offer Letter” : An offer in writing from the Issuer to the Buyer (offering to enter into a Purchase Contract) substantially in the form set out in Schedule 3 of the Commodity Murabahah Investment Agreement. “Optional Dissolution (Call)” : Has the meaning ascribed to it in Condition 7.4. “Optional Dissolution : In respect of a Series, the optional dissolution distribution (call) Distribution (Call) Amount” amount as specified in the applicable Pricing Supplement. “Optional Dissolution (Call) : In respect of a Series, in relation to the occurrence of an Date” Optional Dissolution (Call), the date on which the Trust Certificates of a particular Series are to be redeemed as specified in the Sale Undertaking Exercise Notice delivered by the Obligor pursuant to the Sale Undertaking. “Ordinary Maintenance and : This refers to (a) all repairs, replacements, acts, maintenance Repair” and upkeep works required for the general use and operation of the Real Estate comprised in the Series Wakalah Venture; and (b) the preservation of such Real Estate in good working order, state and condition. “Ordinary Resolution” : A resolution passed at a meeting of the Trust Certificates Holders duly convened and held in accordance with the provisions herein contained and carried by a majority consisting of not less than 50 per cent. of the persons voting thereat upon a show of hands or if a poll is duly demanded by majority consisting of not less than 50 per cent. of the votes given on such poll. “Original Real Estate” : In respect of a Series, means the Real Estate to be transferred to the Obligor pursuant to the relevant Substitution Agreement. “Outstanding Trust : Has the meaning given to it in the Master Trust Deed. Certificates” “Paying Agent” : The Bank of New York Mellon, London Branch. “Periodic Distribution : In respect of a Series, if “Fixed Periodic Distribution Provisions”, Amounts” “Floating Periodic Distribution Provisions” or “Variable Periodic Distribution Provisions” is specified to be applicable in the applicable Pricing Supplement, means an amount in the Series Contractual Currency equal to the product of (a) the expected periodic distribution rate (to be specified in the relevant Pricing Supplement), (b) the nominal value of the Trust Certificates, and (c) the Day Count Fraction. “Periodic Distribution Date” : In respect of a Series, “Periodic Distribution Date” has the meaning ascribed to it in the Pricing Supplement applicable to the Trust Certificates of such Series and where applicable, as determined in accordance with the Conditions. “Periodic Distribution Period” : The period from and including the Closing Date of a Series to but excluding the first Periodic Distribution Date of such Series, and each successive period from and including a Periodic Distribution Date of such Series to but excluding the next succeeding Periodic Distribution Date of such Series. “Portfolio Properties” and each, : The properties comprising 151 Lorong Chuan, 8 Commonwealth a “Portfolio Property” Lane, 9 Tai Seng Drive, 200 Pandan Loop, 15 Jalan Kilang Barat, 1 Tuas Avenue 4, 23 Serangoon North Avenue 5, 33 & 35 Penjuru Lane, 18 Gul Drive, 34 Penjuru Lane, 51 Penjuru Road, 26 Loyang Drive, 3 Kallang Way 2A, 218 Pandan Loop, 3A Joo Koon Circle, 2 Toh Tuck Link, 123 Genting Lane, 30 & 32 Tuas Avenue 8, 39 Ubi Road 1, 21 Joo Koon Crescent and 6 Woodlands Loop.

10 “Potential Dissolution Event” : Any event which, upon the giving of notice and/or expiry of any grace period and/or the issue of a certificate, in each case provided for in Condition 13.1, would constitute a Dissolution Event. “Premium” : If “Premium” is specified to be applicable in the applicable Pricing Supplement, it has the meaning ascribed to it in the Pricing Supplement applicable to the Trust Certificates of that Series. “Pricing Supplement” : In relation to a Series, the final terms, to be read in conjunction with this Information Memorandum, specifying the relevant issue details in relation to such Series. “Programme” : The S$500,000,000 Multicurrency Islamic Trust Certificates Issuance Programme of the Issuer. “Programme Agreement” : The programme agreement dated 16 April 2013 made between (1) the Issuer, as issuer, (2) the Obligor, as obligor, (3) the Arranger, as arranger, and (4) the Dealer, as dealer. “Programme Documents” : In relation to the Programme, the following documents: (a) the Programme Agreement; (b) the Master Trust Deed; (c) the Agency Agreement; (d) the Depository Agreement; (e) the Deed of Covenant; (f) the Costs Undertaking Deed; and (g) any other agreements or documents executed or to be executed by the Issuer or the Obligor in connection with any of the Programme Documents, and references to “Programme Document” mean each or any of them. “Properties” and each, a : All Real Estate comprised in the Series Wakalah Venture. “Property” “Property Funds Appendix” : Appendix 6 of the CIS Code. “Property Manager” : Sabana Property Management Pte. Ltd., as property manager of Sabana REIT. “Proprietorship Taxes” : All taxes in relation to any assets underlying the Lease Assets levied by law, regulation or decree against a proprietor. “Purchase Contract” : The agreement entered into for the sale by the Issuer of Commodities and the purchase of those Commodities by the Buyer, on deferred payment terms in accordance with the Commodity Murabahah Investment Agreement. “Purchase Price” : An amount equal to: (a) the aggregate of: (i) the aggregate outstanding principal amount of the Trust Certificates; (ii) all accrued but unpaid Rental (or part thereof) relating to the Properties, to the extent not received by the Issuer in its capacity as Lessor under the Lease Agreement; and (iii) the Wakalah Services Charge Amount (if any),

11 less: (b) an amount equal to the outstanding Deferred Sale Price due under the Commodity Murabahah Investment Agreement. “Purchase Undertaking” : In respect of a Series, the purchase undertaking to be dated the Asset Substitution Date of that Series executed by the Obligor in favour of the Issuer and the Trustee pursuant to which the Obligor undertakes to purchase from the Issuer all of the Real Estate in the Series Wakalah Venture in respect of that Series on the Scheduled Dissolution Date, the Dissolution (Put) Date (if applicable), or a Dissolution Event Redemption Date whichever is the earliest. “Purchase Undertaking : In respect of a Series, means the notice substantially in the form Exercise Notice” set out in Schedule 3 to the Purchase Undertaking. “Real Estate” : Real estate assets comprising any land and/or any buildings or a part or parts thereof. “Registrar” : The Bank of New York Mellon, Singapore Branch for Depository Cleared Trust Certificates and The Bank Of New York Mellon (Luxembourg) S.A. for Non Depository Cleared Trust Certificates. “Regulation S” : Regulation S under the Securities Act. “REIT” : Real Estate Investment Trust. “REIT Shari’ah Adviser” : Five Pillars Pte. Ltd. “REIT Trustee” : HSBC Institutional Trust Services (Singapore) Limited (in its capacity as trustee of Sabana REIT). “Relevant Dealer(s)” : In relation to any Series, the Dealer or Dealers with or through whom an agreement to issue Trust Certificates has been concluded, or is being negotiated, by the Issuer and the Obligor. “Relevant Trust Certificates” : Any Series of Trust Certificates issued as Islamic debt securities under the Programme during the period from the date of this Information Memorandum to 31 December 2013. “Risk management solutions” : Currency hedging tools, derivatives and other financial instruments used to manage and minimise various financial risks faced by Sabana REIT. “ROFR” : Right of first refusal granted to Sabana REIT from the Sponsor which provides Sabana REIT with access to future acquisition opportunities of income-producing properties located in Asia. “S$” and “cents” : Singapore dollars and cents respectively. “Sabana REIT” : Sabana Shari’ah Compliant Industrial Real Estate Investment Trust. “Sabana Trust Deed” : The deed of trust constituting Sabana REIT dated 29 October 2010 made between the Manager and HSBC Institutional Trust Services (Singapore) Limited, as from time to time altered, modified or added to in accordance with the provisions therein. “Sale and Purchase : In respect of a Series, the sale and purchase agreement to be Agreement” dated the Asset Substitution Date of that Series made between HSBC Institutional Trust Services (Singapore) Limited (in its capacity as trustee of Sabana REIT) (as seller), the Wakeel, the Issuer (as purchaser) and the Trustee pursuant to which HSBC Institutional Trust Services (Singapore) Limited (in its capacity as trustee of Sabana REIT) will sell to the Issuer the Properties by way of transfer of beneficial ownership in payment-in-kind of at least 33 per cent. of the Deferred Sale Price.

12 “Sale Undertaking” : In respect of a Series, the sale undertaking to be dated the Asset Substitution Date of that Series made between the Issuer and the Trustee in favour of the Obligor. “Sale Undertaking Exercise : In respect of a Series, means the notice substantially in the form Notice” set out in Schedule 1 to the Sale Undertaking. “Securities Act” : Securities Act of 1933 of the United States, as amended. “Scheduled Dissolution Date” : Has the meaning ascribed to it in the Pricing Supplement applicable to the Trust Certificates. “Series” : A series of Trust Certificates issued on the same date and bearing a specific series number and having the same Tenor. “Series Proceeds” : The gross proceeds from the issue of a Series of Trust Certificates. “Series Shari’ah Adviser” : In relation to a particular Series, the Shari’ah adviser named as such in the Wakalah Agreement relating to such Series. “Series Transaction : In relation to a Series of Trust Certificates, the following Documents” documents: (a) if required by the Relevant Dealer(s), a Subscription Agreement; (b) the Pricing Supplement; (c) a Supplemental Trust Deed; (d) the Trust Certificates; (e) a Wakalah Agreement; (f) a Commodity Murabahah Investment Agreement; (g) a Commodity On-Sale Agency Agreement; (h) a Sale and Purchase Agreement; (i) a Lease Agreement; (j) a Purchase Undertaking; (k) a Transfer Agreement (l) an Obligor Power of Attorney; (m) an Issuer Power of Attorney; (n) an Obligor Properties Undertaking; (o) a Substitution Undertaking; (p) a Substitution Agreement; (q) a Sale Undertaking; and (r) any other agreements or documents executed or to be executed by the Issuer or the Obligor in connection with the Trust Certificates or any of the Series Transaction Documents, and references to “Series Transaction Document” mean each or any of them. “Series Wakalah Venture” : In respect of a Series, a wakalah venture comprising investments in (i) a Commodity Murabahah Investment and (ii) certain Shari’ah compliant Real Estate, held for the benefit of the Trust Certificates Holders.

13 “Series Wakalah Venture Value” : At any time, the value attributed to the Series Wakalah Venture, being the aggregate of (a) the outstanding Deferred Sale Price due under the Commodity Murabahah Investment Agreement; and (b) the value of the Real Estate comprised in the Series Wakalah Venture certified by an independent valuer of good repute under any full or desk-top valuation report(s) delivered to the Trustee and dated not more than 12 months prior to the date of valuation of the Series Wakalah Venture. “Service Provider” : Has the meaning ascribed to it in the Costs Undertaking Deed. “SFA” : Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time. “SGX-ST” : The Singapore Exchange Securities Trading Limited. “Shari’ah Certification” : The endorsement statement of the Independent Shari’ah Committee certifying that Sabana REIT is Shari’ah compliant. “Shari’ah Guidelines” : The guidelines issued by the Independent Shari’ah Committee to be observed by the Manager to ensure that Sabana REIT is and will continue to be Shari’ah compliant. “Singapore” : Republic of Singapore. “Singapore Government” : The government of the Republic of Singapore. “Singapore Paying Agent” : The Bank of New York Mellon, Singapore Branch. “Singapore Registrar” : The Bank of New York Mellon, Singapore Branch. “SIP” : Sabana Investment Partners Pte. Ltd. “Specified Event” : In respect of a Series, means the event(s) set out in the applicable Pricing Supplement. “Sponsor” : Freight Links Express Holdings Limited. “Standard & Poor’s” : Standard & Poor’s Rating Services. “Substitute Real Estate” : In respect of a Series, means the Real Estate to be transferred to the Issuer pursuant to a Substitution Agreement. “Substitution Agreement” : In respect of a Series, a substitution agreement as defined in the Substitution Undertaking or the Obligor Properties Undertaking. “Substitution Undertaking” : In respect of a Series, the substitution undertaking to be dated the Asset Substitution Date of that Series made between the Issuer and the Trustee in favour of the Obligor. “Successor” : In relation to an Agent such other or further person as may from time to time be appointed by the Issuer as such Agent with the written approval of, and on terms approved in writing by, the Trustee and notice of whose appointment is given to Trust Certificates Holders pursuant to Clause 10.1.13 of the Master Trust Deed. “Supplemental Trust Deed” : In respect of a Series, the supplemental trust deed dated the Closing Date of that Series made between the Issuer, the Obligor and the Trustee, which amends and is supplemental to the Master Trust Deed. “Takaful/Insurance Coverage : At any particular time, an amount equal to (a) the aggregate of Amount” (i) the aggregate outstanding principal amount of the Trust Certificates; (ii) all accrued but unpaid Rental (or part thereof) relating to the Real Estate comprised in the Series Wakalah Venture, to the extent not received by the Issuer in its capacity as Lessor under the Lease Agreement; and (iii) the Wakalah Services Charge Amount (if any), less (b) an amount equal to the outstanding Deferred Sale Price due under the Commodity Murabahah Investment Agreement.

14 “Takaful/Insurances” : Takaful/Insurances has the meaning ascribed to it in the Wakalah Agreement. “Takaful/Insurances Proceeds” : The proceeds of a claim under the Takaful/Insurances, excluding any third party liability insurance proceeds and any environmental liability insurance proceeds. “Tax” : Any tax, stamp duty, levy, duty, registration fee or other charge or withholding of a similar nature imposed in Singapore. “Tax Event” : Has the meaning ascribed to it in Condition 7.3. “Tax Redemption Date” : In relation to the occurrence of a Tax Event, the date specified in the Sale Undertaking Exercise Notice as being the date on which the Trust Certificates are to be redeemed. “Tax Ruling” : The tax ruling dated 15 October 2010 issued by the IRAS on the taxation of Sabana REIT and its Unitholders, including any modification, amendment and revision that may be made to it up to the date of this Information Memorandum. “Taxable Income” : Income chargeable to tax after deduction of the allowable expenses incurred. “Tenor” : In relation to any Series, the period from (and including) the Closing Date up to (but excluding) the Scheduled Dissolution Date of the Trust Certificates of such Series as selected by the Issuer and notified to the Dealer(s) of a particular Series, the Obligor and the Trustee. “TOP” : Temporary Occupation Permit. “Total Loss Event” : The total loss or destruction of, or damage to the whole (and not part only) of the Properties or any event or occurrence that renders the whole of such Properties unfit for any economic use and (but only after taking into consideration any insurances or other indemnity granted in each case by any third party in respect of such Properties) the repair or remedial work in respect thereof is wholly uneconomical. “Total Loss Longstop Date” : The date falling 30 days after the occurrence of a Total Loss Event. “Total Loss Shortfall Amount” : Has the meaning given to it in Condition 4.1(g). “Total Loss Surplus Amount” : Has the meaning given to it Condition 7.6. “Transaction Documents” : The Programme Documents and, in relation to each Series, the Series Transaction Documents. “Transfer Agent” : The Bank of New York Mellon, London Branch. “Transfer Agreement” : A Transfer Agreement as defined in the Purchase Undertaking or the Sale Undertaking. “Trust Assets” : In respect of a Series, all of the Issuer’s rights, titles, interests, entitlements and benefits in, to and under the Series Wakalah Venture in respect of that Series; all of the Issuer’s rights, titles, interests, entitlements and benefits in, to and under the Transaction Documents in respect of that Series and all proceeds of the foregoing, held by the Issuer on trust for the Trust Certificates Holders of that Series. “Trust Certificates” : The Islamic trust certificates to be issued by the Issuer under the Programme. “Trust Certificates Holders” : The holders of the Trust Certificates.

15 “Trust Deed” : The Master Trust Deed, together with the Supplemental Trust Deed constituting the Trust Certificates, and includes any amendments, variations and/or supplements made or entered into from time to time. “Trustee” : The Bank of New York Mellon, London Branch. “Unit” : A unit representing an undivided interest in Sabana REIT. “Unitholders” : The unitholders of Sabana REIT. “United States”or“U.S.” : United States of America. “URA” : Urban Redevelopment Authority. “US$”or“US dollars”or“United : United States dollars. States dollar” “Wakalah Agreement” : In respect of a Series, the wakalah agreement dated the Closing Date of that Series pursuant to which the Issuer (acting for and on behalf of Trust Certificates Holders of that Series) appoints the Wakeel to act as its agent to invest the proceeds from the issue and offering of Trust Certificates of that Series in the Series Wakalah Venture of that Series. “Wakalah Services” : In respect of a Series, (a) services specified in Clause 2.2 (Murabahah Services) of the Wakalah Agreement to be provided by the Wakeel on behalf of the Issuer; and (b) the provision of services in respect of Major Maintenance and Structural Repair, Proprietorship Taxes and Takaful/Insurances, as specified in Clauses 2.3 (Major Maintenance and Structural Repair), 2.4 (Proprietorship Taxes) and 2.5 (Takaful/Insurances) respectively of the Wakalah Agreement, in each case, in accordance with the terms of the Wakalah Agreement. “Wakalah Services Charge : In respect of a Series, all payments made or costs incurred by Amount” the Wakeel in the provision of Wakalah Services in relation to the Real Estate comprised in the Series Wakalah Venture in accordance with the Wakalah Agreement. “Wakalah Services End Date” : In respect of a Series, the Scheduled Dissolution Date, unless following the Asset Substitution Date: (a) the Lease is terminated on an earlier date in accordance with the terms of the Lease Agreement or any other Series Transaction Document, in which case it shall mean the date on which such early termination becomes effective; or (b) the Wakalah Services End Date is extended in accordance with the Purchase Undertaking, in which case it shall mean the last day of the Additional Lease Period. “Wakalah Services Term” : In respect of a Series, the period from and including the Closing Date to but excluding the Wakalah Services End Date. “Wakeel” : In respect of a Series, the REIT Trustee, acting as agent (or wakeel) of the Issuer (on behalf of the Trust Certificates Holders of that Series) pursuant to the Wakalah Agreement in respect of that Series. “%” : Per cent.

Words importing the singular shall, where applicable, include the plural and vice versa, and words importing the masculine gender shall, where applicable, include the feminine and neuter genders. References to persons shall, where applicable, include corporations. Any reference to a time of day in this Information Memorandum shall be a reference to Singapore time unless otherwise stated. Any

16 reference in this Information Memorandum to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any reference to a document includes an amendment, variation and/or supplement to, or replacement or novation of, that document. Any word defined under the Companies Act or the SFA or any statutory modification thereof and used in this Information Memorandum shall, where applicable, have the meaning ascribed to it under the Companies Act or, as the case may be, the SFA.

17 CORPORATE INFORMATION

Sabana Sukuk Pte. Ltd. Board of Director(s) : Tang Edmund Koon Kay

Company Secretary : Tan Cheng Siew @ Nur Farah Tan

Registered Office : 151 Lorong Chuan #02-03 New Tech Park Singapore 556741

Auditors : KPMG LLP

HSBC Institutional Trust Services (Singapore) Limited (in its capacity as trustee of Sabana REIT) Registered Office : 21 Collyer Quay #10-02 HSBC Building Singapore 049320

Auditors for Sabana REIT : KPMG LLP

Sabana Real Estate Investment Management Pte. Ltd. (in its capacity as Manager of Sabana REIT) Board of Directors : Mr Steven Lim Kok Hoong Mr Yong Kok Hoon Mr Kevin Xayaraj Mr Henry Chua Tiong Hock Ms Ng Shin Ein

Company Secretary : Ms Chang Ai Ling

Registered Office : 151 Lorong Chuan #02-03 New Tech Park Singapore 556741

Arranger of the Programme CIMB Bank Berhad 50 Raffles Place #09-01 Singapore Land Tower Singapore 048623

Legal Advisers to the Arranger Allen & Gledhill LLP One Marina Boulevard #28-00 Singapore 018989

Legal Advisers to the Issuer Allen & Gledhill LLP One Marina Boulevard #28-00 Singapore 018989

Legal Advisers to the Trustee Rodyk & Davidson LLP 80 Raffles Place #33-00 UOB Plaza 1 Singapore 048624

Legal Advisers to the Obligor Shook Lin & Bok LLP 1 Robinson Road #18-00 AIA Tower Singapore 048542

18 Issuing and Paying Agent, Paying Agent, Transfer Agent and Calculation Agent The Bank of New York Mellon, London Branch 40th Floor One Canada Square London E145AL United Kingdom

Trustee for the Trust Certificates Holders The Bank of New York Mellon, London Branch 40th Floor One Canada Square London E145AL United Kingdom

Singapore Paying Agent and Singapore Registrar The Bank of New York Mellon, Singapore Branch One Temasek Avenue #03-01 Millenia Tower Singapore 039192

Luxembourg Registrar The Bank of New York Mellon (Luxembourg) S.A. Vertigo Building – Polaris, 2-4 rue Eugène Ruppert, L-2453 Luxembourg

19 SUMMARY OF THE PROGRAMME

The following summary is derived from, and should be read in conjunction with, the full text of this Information Memorandum (and any relevant supplement to this Information Memorandum), the Master Trust Deed, the Agency Agreement and the relevant Pricing Supplement. The summary describes the principal terms of the Trust Certificates and the Series Transaction Documents. The sections of this Information Memorandum entitled “Terms and Conditions of the Trust Certificates” and “Summary of Principal Transaction Documents” contain a more detailed description of the Trust Certificates and the Series Transaction Documents.

Issuer Sabana Sukuk Pte. Ltd.

Obligor The REIT Trustee

Wakeel The REIT Trustee (in its capacity as agent (wakeel) of the Issuer)

Arranger CIMB Bank Berhad

Dealer CIMB Bank Berhad and/or such other persons appointed as dealers for the time being under the Programme

Trustee The Bank of New York Mellon, London Branch

Issuing and Paying The Bank of New York Mellon, London Branch Agent, Paying Agent, Transfer Agent and Calculation Agent

Singapore Paying Agent The Bank of New York Mellon, Singapore Branch and Singapore Registrar

Luxembourg Registrar The Bank of New York Mellon (Luxembourg) S.A.

Series Shari’ah Adviser In relation to a particular Series, the Shari’ah Adviser named as such in the Wakalah Agreement relating to such Series.

Programme Size The aggregate of the Nominal Value of Trust Certificates outstanding shall not at any time exceed S$500,000,000 (or its equivalent in other currencies) or such other higher amount as may be agreed between the Issuer and the Arranger.

Method of Issue The Trust Certificates may be issued on a syndicated or non-syndicated basis. The Trust Certificates will be issued in series (each a “Series”) on the Closing Date (as defined in the Pricing Supplement applicable to that Series), the Trust Certificates of each Series being intended to be interchangeable with all other Trust Certificates of that Series.

Distribution Trust Certificates may be distributed by way of private or public placement and in each case on a syndicated or non-syndicated basis.

Currencies Subject to any applicable legal or regulatory restrictions, any currency agreed between the Issuer and the relevant Dealer(s).

Maturities Subject to compliance with all relevant laws, regulations and directives, the Trust Certificates will have such maturities as may be agreed between the Issuer and the relevant Dealer(s).

Issue Price Trust Certificates may be issued at par, at a premium or at a discount or as may be agreed between the Issuer and the relevant Dealer(s).

Custody of the Trust Trust Certificates which are to be cleared through the Depository are Certificates required to be kept with the Depository as authorised depository. Trust Certificates which are to be cleared through Euroclear and/or Clearstream, Luxembourg are required to be kept with a common depositary on behalf of Euroclear and Clearstream, Luxembourg.

20 Form of the Trust The Trust Certificates will be issued in registered form only. Each Series Certificates will be represented by a Global Certificate deposited with and registered in the name of the Depository or, as the case may be, a common depositary on behalf of Euroclear and Clearstream, Luxembourg, on or before the Closing Date relating to that Series. Individual certificates evidencing holdings of Trust Certificates will only be available in limited circumstances. Denomination The Trust Certificates will be issued in such denominations as may be agreed between the Issuer and the relevant Dealer(s). Status of the Trust Each Trust Certificate of a Series constitutes an undivided proportionate Certificates beneficial ownership interest in the Trust Assets of the relevant Series and will at all times rank pari passu and rateably, without discrimination, preference or priority among themselves, subject to priorities or rights preferred by law. Negative Pledge In respect of the Issuer, see Condition 3.3. In respect of the Obligor, see Condition 3.3. Financial Covenants In respect of the Obligor, see Condition 3.4. Purchase Undertaking In respect of each Series, the REIT Trustee shall on or about the Asset Substitution Date issue a purchase undertaking (the “Purchase Undertaking”) in favour of the Issuer and the Trustee, pursuant to which the REIT Trustee, irrevocably and unconditionally undertakes to purchase and accept the transfer of all of the Issuer’s rights, interests, benefits and entitlements in and to the Properties at the relevant Purchase Price: (i) following a Dissolution Event and upon declaration by the Trustee (pursuant to the terms of the Trust Deed) that the Trust Certificates are immediately due and payable and delivery by or on behalf of the Trustee of an exercise notice (the “Purchase Undertaking Exercise Notice”), on the Dissolution Event Redemption Date specified therein; (ii) on the Scheduled Dissolution Date, provided that the Trust Certificates have not been redeemed previously, or purchased and cancelled, in their entirety prior to the Scheduled Dissolution Date; or (iii) if applicable, on the Dissolution (Put) Date following the delivery by the Issuer of a Purchase Undertaking Exercise Notice to the REIT Trustee, whichever is the earliest, upon the terms and subject to the conditions of the Purchase Undertaking. On or about a Dissolution Date an amount equal to the Wakalah Services Charge Amount to be paid by the REIT Trustee as part of any Purchase Price and any Wakalah Services Charge Amount to be paid by the Issuer in accordance with the Wakalah Agreement shall be set off against one another. The REIT Trustee undertakes in the Purchase Undertaking that all payments by it under the Purchase Undertaking will be made without deduction or withholding for or on account of Tax unless required by law and, in the event that there is any deduction or withholding required by law, the REIT Trustee shall pay all additional amounts as shall be necessary in order that the net amounts received by any payee after such deduction or withholding shall equal the amount which would have been receivable under the Purchase Undertaking in the absence of such deduction or withholding.

21 Subject to the payment of the outstanding Deferred Sale Price and the payment of the Purchase Price in accordance with the Purchase Undertaking, the Issuer and the REIT Trustee will enter into a sale agreement (the “Transfer Agreement”) in substantially the form scheduled to the Purchase Undertaking to effect the sale, transfer and conveyance of the Properties by the Issuer to the REIT Trustee. If the REIT Trustee fails to pay all or part of the Purchase Price on the due date or the outstanding Deferred Sale Price in accordance with the terms of the Commodity Murabahah Investment Agreement (after taking into consideration any set off contemplated by the terms of the Wakalah Agreement), then the REIT Trustee shall irrevocably, unconditionally and automatically (without the necessity for any notice or any other action) continue or be deemed to continue to lease the Lease Assets (as defined in the Lease Agreement) from the Issuer (as Lessor) and continue to act as Wakeel in respect of the Real Estate comprised in the Series Wakalah Venture with effect from and including the date on which the relevant payment was due (the “Commencement Date”) on the terms and conditions, mutatis mutandis, of the Lease Agreement and the Wakalah Agreement, save that Rental shall accrue on a daily basis in respect of the period from, and including, the Commencement Date to, but excluding, the date on which the sale, transfer and conveyance of the Issuer’s rights, interests, entitlements and benefits in and to the Lease Assets occurs (including the payment in full of the aggregate of the outstanding Purchase Price and the Deferred Sale Price and all other accrued amounts by the Obligor) (the “Additional Lease Period”) at the rate or rates at which Periodic Distribution Amounts shall accrue under the Conditions as determined in accordance with Condition 5 (Fixed Periodic Distribution Provisions), Condition 5A (Floating Periodic or Variable Periodic Distribution Provisions) or Condition 5B (Zero Periodic Distribution Provisions), in each case if specified to be applicable in the applicable Pricing Supplement. The Purchase Undertaking shall be governed by, and construed in accordance with, Singapore law. Each Transfer Agreement shall be governed by, and construed in accordance with, the laws of Singapore. The Wakalah Agreement In respect of each Series, the Issuer, the Trustee and the REIT Trustee shall on the Closing Date enter into a wakalah agreement (the “Wakalah Agreement”) pursuant to which the Issuer appoints the REIT Trustee as its agent (in such capacity the “Wakeel”) to perform certain services on its behalf. Pursuant to the terms of the Wakalah Agreement, the Wakeel shall, for the duration of the Wakalah Services Term: (i) acquire the Commodities on the Closing Date as buying agent of the Issuer on the terms of the Commodity Murabahah Investment Agreement; (ii) carry out or procure the carrying out of all Major Maintenance and Structural Repair in respect of the Real Estate comprised in the Series Wakalah Venture; (iii) pay or procure to be paid on behalf of the Issuer all Proprietorship Taxes (if any) charged, levied or claimed in respect of the Real Estate comprised in the Series Wakalah Venture; and (iv) be responsible for ensuring that the Real Estate comprised in the Series Wakalah Venture are covered or insured and, to the extent that it is reasonable and commercially practicable, in a Shari’ah compliant manner (the “Takaful/Insurances”) against such liabilities and risks usually covered or insured against in respect of such Real Estate.

22 The Issuer shall reimburse the Wakeel for any Wakalah Services Charge Amount on the Scheduled Dissolution Date, unless following the Asset Substitution Date: (a) the Lease under the Lease Agreement is terminated on an earlier date in accordance with the terms thereof or any other Series Transaction Document in respect of the relevant Series of Trust Certificates, in which case any such Wakalah Services Charge Amount shall be payable on the date on which such early termination becomes effective; or (b) the Lease is extended in accordance with the Purchase Undertaking, in which case any such Wakalah Services Charge Amount shall be payable on the last day of the Additional Lease Period. An amount equal to: (A) the Wakalah Services Charge Amount to be paid by the REIT Trustee as part of the Purchase Price pursuant to the Purchase Undertaking; or (B) the Wakalah Services Charge Amount to be paid by the Wakeel as part of the Takaful/Insurance Coverage Amount, shall be set off against the Wakalah Services Charge Amount to be paid by the Issuer to the Wakeel under the Wakalah Agreement. Upon the occurrence of a Total Loss Dissolution Event, the Wakeel shall ensure that all Takaful/Insurance Proceeds received or receivable by it are paid into the Issuing and Paying Agent’s Account as soon as practicable and in any event by no later than the close of business in Singapore on the Total Loss Longstop Date. The Wakalah Agreement provides that if the Takaful/Insurance Proceeds credited to the Issuing and Paying Agent’s Account are less than the Takaful/Insurance Coverage Amount (the difference between the Takaful/ Insurance Coverage Amount and the amount credited to the Issuing and Paying Agent’s Account being the “Total Loss Shortfall Amount”), then the Wakeel acknowledges that it shall have failed in its responsibility to properly insure the Real Estate comprised in the Series Wakalah Venture and accordingly irrevocably and unconditionally undertakes to pay (in Singapore Dollars in same day, freely transferable, cleared funds) the Total Loss Shortfall Amount directly into the Issuing and Paying Agent’s Account as soon as practicable and in any event by no later than the close of business in Singapore on the date falling five days after the Total Loss Longstop Date. The Wakeel is entitled to retain the Total Loss Surplus Amount (as defined in the Wakalah Agreement) as an incentive fee for the performance of its obligations under the Wakalah Agreement and any Takaful/Insurance Proceeds received thereafter shall be for the Wakeel’s sole account. The Wakalah Agreement is governed by, and shall be construed in accordance with, Singapore law.

23 Shari’ah compliant Real Means Real Estate, identified by the Wakeel in its discretion and Estate approved: (a) by the Series Shari’ah Adviser; or (b) wherever appropriate and if so agreed by the Series Shari’ah Adviser, by the independent Shari’ah committee of Sabana REIT or the Shari’ah adviser of Sabana REIT, whichever is applicable, as Shari’ah compliant from time to time throughout the term of the Trust Certificates based on the following criteria: Shari’ah investment principles do not allow investment in Real Estate which are occupied by or tenanted to persons whose core activities involve any of the following: (a) financial institutions where operations are based on interest (Riba) or uncertainty (Gharar); This includes all interest-based institutions such as conventional banks, finance houses, insurers, moneylenders, investment companies, leasing companies, stock brokerages, futures and options houses and other interest-based businesses. However, investments in Shari’ah based financial services offered by any of such institutions are allowed. (b) alcoholic beverages; This includes the production, packaging, bottling, marketing, selling and/or distribution of liquor and related products. Investments may not be made in production facilities (for example breweries). (c) gaming / gambling / casino / games of chance; This includes the provision of these services and betting or comparable activities as well as the production of the facilities and equipment. (d) pork production; This includes the raising or selling of pork or pork-derived products and by-products, the packaging, marketing and distribution of such products as well as slaughterhouses and livestock farms that are involved in such processes. (e) non-Shari’ah compliant food products; This includes the production, sale, packaging or distribution of non- Shari’ah compliant food. (f) entertainment and leisure related to pornography or adult content; This includes film producers, broadcasters, publishers, cinemas, cable-TV companies, night-clubs and places of entertainment, record/music companies that are associated with pornographic, X- rated or adult content. This also includes distributors and marketers of such contents. (g) prostitution, unisex massage parlours, escort and related entertainment services; (h) activities whose images are deemed to be offensive or contrary to Shari’ah; (i) weapons and arms sector; and

24 (j) any other activities that are deemed non-Shari’ah compliant by the Series Shari’ah Adviser. Rental Income The rental income for each Lease Period means: (a) in relation to the first Lease Period, the amount set out in sub- clause 3.1.1 of the Lease Agreement; and (b) in relation to each subsequent Lease Period, an amount equal to the Periodic Distribution Amount for the corresponding Periodic Distribution Period as determined in accordance with Condition 5 (Fixed Periodic Distribution Provisions), Condition 5A (Floating Periodic or Variable Periodic Distribution Provisions)or Condition 5B (Zero Periodic Distribution Provisions), in each case if specified to be applicable in the applicable Pricing Supplement. Commodity Murabahah Pursuant to the Commodity Murabahah Investment Agreement entered Investment into on the Closing Date (the “Commodity Murabahah Investment Agreement”) by the Issuer, in its capacity as seller, the REIT Trustee, in its capacity as buyer (the “Buyer”), the Wakeel, the Trustee and the Commodity Agent, the Buyer shall deliver to the Issuer a purchase request, under which the Buyer undertakes to purchase the Commodities from the Issuer following the purchase of the Commodities by the Issuer. The Issuer shall appoint the Commodity Agent to procure the purchase of Commodities from a third party commodity broker solicited at the discretion of the Commodity Agent at the spot price using the Commodity Price. The Issuer shall sell the Commodities so purchased on its behalf by the Commodity Agent to the Buyer on the settlement date specified in the purchase request in consideration for a deferred sale price (the “Deferred Sale Price”). The Deferred Sale Price will be made up of the Commodity Price component as well as a profit amount component. The Deferred Sale Price payable by the Buyer to the Issuer is equal to the sum of the aggregate Periodic Distribution Amounts and the Nominal Value of the Trust Certificates issued or if so specified in the applicable Pricing Supplement, the Nominal Value of the Trust Certificates issued plus, if applicable, the Premium. Lease Agreement In respect of each Series, a lease agreement (the “Lease Agreement”) will be entered into on the Asset Substitution Date, pursuant to which the Issuer as lessor (in such capacity, the “Lessor”) will agree to lease to the REIT Trustee as lessee (in such capacity, the “Lessee”), and the Lessee will agree to lease from the Lessor, the Lease Assets during the term of the lease. The term of the lease will commence on the date of the Lease Agreement and end on the Scheduled Dissolution Date unless: (i) the lease is terminated on an earlier date in accordance with the terms of the Lease Agreement or any other Series Transaction Document in respect of the relevant Series of Trust Certificates, in which case it will terminate on the date on which such early termination becomes effective; or (ii) the lease is extended in accordance with the terms of the Purchase Undertaking (see “Purchase Undertaking” for further details), in which case it shall end on the last day of the Additional Lease Period. During the term of the lease, the Lessee will pay to the Lessor the rental payments specified in the Lease Agreement for the lease term as specified in the Lease Agreement. The rental payments due under the Lease Agreement in respect of the Lease Assets will be used to pay the Periodic Distribution Amounts payable on the Periodic Distribution Dates and (if applicable) the last day of an Additional Lease Period in respect of the relevant Series of Trust Certificates.

25 If a Total Loss Dissolution Event occurs with respect to the assets underlying the Lease Assets, then the lease in relation to the Lease Assets shall automatically terminate and the Lessor will be entitled (in addition to any amounts payable pursuant to the Wakalah Agreement, without double-counting) to any accrued and unpaid rental payments up to the date on which the Total Loss Dissolution Event occurred. See “Wakalah Agreement” for further details. The Lessee shall, at its own cost and expense, be responsible for the performance of all Ordinary Maintenance and Repair required for the assets underlying the Lease Assets. The Lessor shall be responsible for: (A) the performance of all Major Maintenance and Structural Repair (other than, in the case of assets underlying the Lease Assets which comprise strata lots, to the extent performed or to be performed by the management corporation of the building such assets underlying the Lease Assets form part of); (B) the payment of any Proprietorship Taxes (if any) in relation to the assets underlying the Lease Assets; and (C) obtaining and maintaining Takaful/Insurances for the assets underlying the Lease Assets, and the Lessee acknowledges that the Lessor will procure that the Wakeel, in accordance with the terms and conditions set out in the Wakalah Agreement, shall perform, or shall procure the performance of, all Major Maintenance and Structural Repair, the payment of such Proprietorship Taxes (if any) and the obtaining and maintaining of Takaful/ Insurances for the assets underlying the Lease Assets. All payments by the Lessee to the Lessor under the Lease Agreement shall be made without set off (except as provided for in the Wakalah Agreement) or counterclaim of any kind and without any deduction or withholding for or on account of Tax unless required by law and, in the event that a deduction or withholding is imposed by or on behalf of any relevant taxing authority, the Lessee shall pay all additional amounts as will result in the receipt by the Lessor of such net amounts as would have been received by it if no such deduction or withholding had been made and accordingly, the Lessee undertakes to pay to the Lessor or such other persons as the Lessor may direct such additional amounts forthwith upon demand and in the manner and currency prescribed hereunder. Under the Lease Agreement, the Lessee shall bear the entire risk of loss of or damage to, the assets underlying the Lease Assets or any part thereof arising from the usage or operation thereof by the Lessee (other than any Major Maintenance and Structural Repair in relation to the assets underlying the Lease Assets which is the responsibility of the Lessor). In addition, the Lessor shall not be liable (and the Lessee will waive any claim or right, howsoever arising, to the contrary) for any indirect, consequential or other losses, howsoever arising, in connection with the Lessee’s use or operation of the Lease Assets. The Lease Agreement shall be governed by, and construed in accordance with, the laws of Singapore. Trust Assets Pursuant to and in accordance with the terms of the Supplemental Trust Deed for a Series, the Issuer will declare a trust over the assets specified below: (a) all of its rights, titles, interests, entitlements and benefits in, to and under the Series Wakalah Venture in respect of that Series;

26 (b) all of its rights, titles, interests, entitlements and benefits in, to and under the Transaction Documents in respect of that Series; and (c) all proceeds of the foregoing, upon trust absolutely for the Trust Certificates Holders of that Series pro rata according to the outstanding Nominal Value of Trust Certificates held by each Trust Certificates Holder in accordance with the Supplemental Trust Deed of that Series and the Conditions of that Series. Transaction Documents The Programme Documents and, in relation to each Series, the Series Transaction Documents. Periodic Distribution The applicable Pricing Supplement of a Series will specify the Periodic Dates Distribution Dates for such Series. Periodic Distribution Periodic Distribution Amounts in respect of each Series will be payable at Amount fixed rates or any other rates which comply with Shari’ah financing principles. Purchases If so provided on the face of the Trust Certificates and the relevant Pricing Supplement, Trust Certificates may be purchased by the Issuer and/or the Obligor prior to their Scheduled Dissolution Date at the option of the Issuer and/or the Obligor. Dissolution on the Unless previously redeemed, or purchased and cancelled, in their entirety, Scheduled Dissolution the Trust Certificates of each Series will be redeemed at the Dissolution Date Distribution Amount payable by the Issuer to the Trust Certificates Holders of the relevant Series on the Scheduled Dissolution Date. The Trust for each Series shall only be dissolved following payment to the Trust Certificates Holders of the relevant Series of such Dissolution Distribution Amount in full. Dissolution following a Upon the occurrence of a Dissolution Event, the Trust Certificates of each Dissolution Event series shall be redeemed at the Dissolution Distribution Amount or (in the case of Zero Rate Trust Certificates) the Early Dissolution Amount on the Dissolution Event Redemption Date. The Trust for each Series shall only be dissolved following payment to the Trust Certificates Holders of the relevant Series of such Dissolution Distribution Amount or (in the case of Zero Rate Trust Certificates) such Early Dissolution Amount in full. Dissolution following a Following a Tax Event (being those events described in Condition 7.3), the Tax Event Trust Certificates may be redeemed by the Issuer in whole, but not in part, on a Tax Redemption Date which may be at any time, on giving not less than 30 nor more than 60 days’ notice to the Trust Certificates Holders in accordance with Condition 19 (which notice shall be irrevocable), at the Dissolution Distribution Amount or (in the case of Zero Rate Trust Certificates) the Early Dissolution Amount provided, however, that no such notice of dissolution shall be given unless a Sale Undertaking Exercise Notice has been received by the Issuer and the Trustee under the Sale Undertaking and no such notice of dissolution shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts if a payment in respect of the Trust Certificates were then due or (in the case of Condition 7.3(ii)) the Obligor, the Buyer or the Wakeel would be obliged to pay such additional amounts if a payment to the Issuer under the Purchase Undertaking, the Commodity Murabahah Investment Agreement, or, as the case may be, the Wakalah Agreement was then due.

27 Dissolution at the Option If the Optional Dissolution (Call) is specified in the applicable Pricing of the Obligor Supplement as being applicable, upon the Issuer and the Trustee receiving from the Obligor an irrevocable Sale Undertaking Exercise Notice, the Issuer shall redeem all (and not some only) of the Trust Certificates and the Trust shall be dissolved in whole (and not in part) by the Issuer and the Trustee at the Optional Dissolution Distribution (Call) Amount on the Optional Dissolution (Call) Date specified in such notice (which date shall not be less than 30 days nor more than 60 days after the date on which such Sale Undertaking Exercise Notice is given).

Dissolution following a If the Dissolution (Put) is specified in the applicable Pricing Supplement as Specified Event being applicable and a Specified Event (as defined in the applicable Pricing Supplement) occurs, the Issuer shall redeem all (and not some only) of the Trust Certificates held by the Trust Certificates Holders on the Dissolution (Put) Date specified in the applicable Pricing Supplement at the Dissolution Distribution (Put) Amount as specified in the applicable Pricing Supplement. Upon payment in full of the Dissolution Distribution (Put) Amount, the Trust shall be dissolved in whole (and not in part) by the Issuer and the Trustee.

Dissolution following a Upon the occurrence of a Total Loss Dissolution Event, the Trust Total Loss Event Certificates shall be redeemed and the Trust dissolved by the Issuer on the date notified by the Issuing and Paying Agent (the “Total Loss Dissolution Date”) in a notice given to the Trust Certificates Holders provided that the Total Loss Dissolution Date shall be a date no earlier than the fifth day following the occurrence of such Total Loss Dissolution Event. The Trust Certificates shall be redeemed at the Dissolution Distribution Amount or (in the case of Zero Rate Trust Certificates) the Early Dissolution Amount using: (i) the Takaful/Insurance Proceeds (if any) required to be paid into the Issuing and Paying Agent’s Account by the Wakeel in accordance with the terms of the Wakalah Agreement by no later than the close of business in Singapore on the Total Loss Longstop Date; (ii) the Total Loss Shortfall Amount (if any) required to be paid into the Issuing and Paying Agent’s Account by the Wakeel in accordance with the terms of the Wakalah Agreement no later than the close of business in Singapore on the date falling five days after the Total Loss Longstop Date; and (iii) the outstanding Deferred Sale Price required to be paid into the Issuing and Paying Agent’s Account by the Obligor in accordance with the terms of the Commodity Murabahah Investment Agreement on such Total Loss Dissolution Date.

Notwithstanding the foregoing, if a Total Loss Dissolution Event occurs and an amount greater than the Takaful/Insurance Coverage Amount is credited to the Issuing and Paying Agent’s Account (the difference between the amount credited to the relevant Issuing and Paying Agent’s Account and the Takaful/Insurance Coverage Amount being the “Total Loss Surplus Amount”), then the Wakeel will be entitled to retain the Total Loss Surplus Amount as an incentive fee for the performance of its obligations under the Wakalah Agreement and any insurance proceeds received thereafter shall be for the Wakeel’s sole account.

Redemption on the To the extent that the Buyer has not made a prepayment in kind in respect Longstop Redemption of an amount equal to at least 33 per cent. of the Deferred Sale Price Date under the Commodity Murabahah Investment Agreement (which shall consist of all of the profit amount component and part of the Commodity Price component of the Deferred Sale Price) on or prior to the Longstop Date by transferring the Properties to the Issuer by way of transfer of beneficial ownership in accordance with the terms of the Sale and Purchase Agreement, the Buyer will pay the Deferred Sale Price in full to the Issuer on the date falling two Business Days prior to the Longstop Redemption Date and the Outstanding Trust Certificates shall be

28 redeemed in full on the Longstop Redemption Date in an amount equal to 102 per cent. of the outstanding principal amount of the Trust Certificates.

To the extent that the Buyer has not made the relevant prepayment in kind on or prior to the Longstop Date, the Issuer shall give notice to the Trust Certificates Holders on the Longstop Date that the Trust Certificates will be redeemed in full on the Longstop Redemption Date.

Application of Proceeds On each Periodic Distribution Date (if applicable), the Scheduled from Trust Assets Dissolution Date or any earlier date specified for the dissolution of the Trust for each Series, monies received pursuant to the investments in the Series Wakalah Venture will be applied in the order of priority in accordance with Condition 4.2.

Purchase and The Issuer, any of its related corporations, the Obligor or any related Cancellation of Trust corporations of Sabana REIT may at any time purchase Trust Certificates Certificates of any Series in the market or otherwise and thereafter sell or cancel or otherwise deal with the Trust Certificates in such manner that is legally permissible, subject to the same not contravening any applicable laws and/or regulations. Any Trust Certificates held by the Issuer, its related corporations, the Obligor and/or the related corporations of Sabana REIT shall not entitle them to participate in the voting of any Trust Certificates Holders’ resolution nor form part of the quorum of any Trust Certificates Holders’ meeting.

Enforcement No Trust Certificates Holder may proceed directly against the Issuer or the Obligor unless the Trustee, having become so bound to proceed pursuant to the provisions of the Trust Deed fails to do so within a reasonable period (which in any event shall not exceed 30 days after the Trustee is bound to proceed) and such failure is continuing or unless otherwise permitted under the terms of the Trust Deed.

Limited Recourse Recourse of the Trust Certificates Holders in respect of any amounts due on the Trust Certificates is limited to the Trust Assets.

No Trust Certificates Holder will be able to petition for, or join any other person in instituting proceedings for, the reorganisation, liquidation, winding up or receivership of any of the Trustee, the Issuer, the agents and/or any of their affiliates if there is a shortfall after claims in respect of the Trust Assets have been exhausted or otherwise.

Taxation All payments by the Issuer and the Obligor in respect of the Trust Certificates and/or the Transaction Documents shall be made in full without any deduction or withholding for or on account of any present and future taxes, duties or charges of whatsoever nature imposed by Singapore or any authority therein or thereof having power to tax, unless the deduction or withholding is required by law. In that event, the appropriate withholding or deduction shall be made and the Issuer or the Obligor, as the case may be, shall pay additional amounts (subject to certain exceptions) to Trust Certificates Holders so that the amounts received by them would be the amounts otherwise due and payable to them under the Trust Certificates and/or the Transaction Documents in the absence of such withholding or deduction.

Costs Undertaking The Obligor will execute a costs undertaking deed pursuant to which it will undertake to, inter alia, pay the fees, costs and expenses of the Trustee and the Service Providers for all costs, charges, liabilities and expenses properly incurred by them and indemnify, on an after-tax basis, such parties in respect of any and all Liabilities properly incurred by them in connection with the Programme and the issue of Trust Certificates pursuant to the Programme.

29 Listing Each Series of Trust Certificates may, if so agreed between the Issuer and the Relevant Dealer(s), be listed on the SGX-ST or any stock exchange(s) as may be agreed between the Issuer and the relevant Dealer(s), subject to all necessary approvals having been obtained. Clearance and Settlement Trust Certificates Holders must hold their interest in the relevant Global Certificate in book-entry form through Euroclear, Clearstream, Luxembourg and/or the Depository, as specified in the applicable Pricing Supplement. Transfers within and between each of Euroclear, Clearstream, Luxembourg and/or the Depository will be in accordance with the usual rules and operating procedures of the relevant clearing system. Selling Restrictions There are restrictions on the distribution of the Information Memorandum and the offer, sale and transfer of Trust Certificates which are set forth under the section “Subscription, Purchase and Distribution”. Governing Law The Programme, the Trust Certificates and the Transaction Documents are or will be governed by, and construed in accordance with, the laws of Singapore. ISIN The international securities identification number in respect of each Series will be specified in the applicable Pricing Supplement relating thereto.

30 STRUCTURE DIAGRAM AND CASH FLOWS

The following is a simplified overview of the structure and principal cash flows relating to each Series of the Trust Certificates. This overview does not purport to be complete and is qualified in its entirety by reference to, and must be read in conjunction with, the detailed information appearing elsewhere in this Information Memorandum. Potential investors should read the entire Information Memorandum, especially the risks in relation to investing in the Trust Certificates discussed under “Investment Considerations”. Capitalised terms not defined below shall have the same meanings as set out in “Terms and Conditions of the Trust Certificates”.

Sale of Commodities under REIT Trustee Commodity REIT Trustee Murabahah Rental Investment Purchase Price for Transfer of Properties as Agreement Commodities (equal to pre-payment of Series Proceeds) Deferred Sale Price Sale of Deferred Commodities Sale Lease of Price Lease Assets Commodity Buyer Sale of Properties SPV REIT Trustee Commodities (Issuer) Purchase Price Commodity Seller Series Proceeds

Series Series Issuance of Proceeds Proceeds Trust Certificates Wakeel

Trust Certificates Holders

Principal cash flows Payments by the Trust Certificates Holders and the REIT Trustee. On the Closing Date, the investors in respect of each Series will subscribe for the Trust Certificates and pay the Series Proceeds in respect of the Trust Certificates to the Issuer. In respect of each Series, the Trust Certificates will be constituted by the Supplemental Trust Deed. Pursuant to and in accordance with the terms of the Supplemental Trust Deed, the Issuer will declare a trust for each Series over the Trust Assets upon trust for the Trust Certificates Holders of the relevant Series. The Issuer will appoint the REIT Trustee to be its Wakeel on the Closing Date pursuant to the Wakalah Agreement. On the Closing Date, the Wakeel will use the proceeds of the issue of the Trust Certificates to purchase Commodities from the third party commodity seller on spot payment and spot delivery terms on behalf of the Issuer. The Issuer will subsequently, on the Closing Date, sell the Commodities to the REIT Trustee for a Deferred Sale Price on spot delivery terms pursuant to the Commodity Murabahah Investment Agreement. The REIT Trustee will (through the Commodity Agent) in turn sell the Commodities to a third party commodity buyer on spot payment and spot delivery terms and will therefore receive an amount equivalent to the proceeds of the issue of the Trust Certificates on the Closing Date. Use of proceeds by REIT Trustee. The REIT Trustee will use the proceeds of the issue of the Trust Certificates to, inter alia, purchase real estate assets as further detailed in “Use of Proceeds”. Potential redemption of Trust Certificates on the Longstop Redemption Date. To the extent that the REIT Trustee has not transferred sufficient real estate assets to the Issuer on or prior to the Longstop Date, the Trust Certificates may be redeemed in whole on the Longstop Redemption Date. The amount of the redemption (if any) will be notified to Trust Certificates Holders on the Longstop Date. If the Trust Certificates are to be redeemed in full on the Longstop Redemption Date, Trust Certificates Holders will also receive an amount equal to the accrued profit to the Longstop Redemption Date. Periodic Payments by the Issuer. If the Trust Certificates have not been redeemed in full on the Longstop Redemption Date, on or prior to each Rental Payment Date, the Lessee will pay to the Issuer

31 an amount reflecting the rental due in respect of the Lease Assets, which will be used to pay the Periodic Distribution Amounts payable by the Issuer under the Trust Certificates and shall be applied by the Issuer for that purpose.

Dissolution Payment by the REIT Trustee. On the Scheduled Dissolution Date, the Issuer will have the right under the Purchase Undertaking to (provided there has been no Total Loss Event in relation to the Properties) require the REIT Trustee to purchase and accept the transfer and conveyance of all of the Issuer’s rights, interests, benefits and entitlements in and to the Properties. The Purchase Price, together with any Deferred Sale Price payable by the REIT Trustee to the Issuer pursuant to the Commodity Murabahah Investment Agreement, will be used to fund the Dissolution Distribution Amount payable by the Issuer under the Trust Certificates. The Trust may, in accordance with the Conditions, be dissolved prior to the Scheduled Dissolution Date by reason of: (i) redemption where a Dissolution Event (as defined in Condition 13.1 (Dissolution Events)) has occurred and is continuing, (ii) redemption following the occurrence of certain Tax Events (as defined in Condition 7.3 (Early Dissolution for Tax Reasons)), (iii) at the option of the REIT Trustee in the circumstances described in Condition 7.4 (Dissolution at the Option of the Obligor), (iv) upon the occurrence of a Specified Event (as defined in Condition 7.5 (Dissolution following a Specified Event)), or (v) upon the occurrence of a Total Loss Dissolution Event. In such case, the amounts payable by the Issuer on the relevant Dissolution Date will be part funded by the REIT Trustee purchasing the Issuer’s rights, interests, benefits and entitlements in and to the Properties, pursuant to the terms of the Purchase Undertaking or Sale Undertaking (as applicable). The remainder of the amounts (if any) payable by the Issuer on the relevant Dissolution Date shall be funded by the REIT Trustee paying to the Issuer the outstanding Deferred Sale Price in respect of the Commodities purchased pursuant to the Commodity Murabahah Investment Agreement.

32 TERMS AND CONDITIONS OF THE TRUST CERTIFICATES

The following is the text of the Conditions of a separate Series of Trust Certificates which (save for the text set out in italics) will be endorsed on each Certificate in definitive registered form issued under the Programme. The applicable Pricing Supplement in relation to any Series of Trust Certificates may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the following Conditions, supplement, replace or modify the following Conditions for the purpose of such Trust Certificates. Each of the Trust Certificates of the Series specified in the Pricing Supplement applicable to that Series (the “Trust Certificates”) represents an undivided proportionate beneficial ownership interest in the Trust Assets (as defined below), in each case held on trust by the Issuer (as defined below) in its capacity as trustee and the Trustee (as defined below) in its capacity as co-trustee for the Trust Certificates Holders pursuant to (a) a master trust deed relating to the Programme (the “Master Trust Deed”) made between Sabana Sukuk Pte. Ltd. (the “Issuer”), HSBC Institutional Trust Services (Singapore) Limited (in its capacity as trustee of Sabana Shari’ah Compliant Industrial Real Estate Investment Trust (“Sabana REIT”)) (the “Obligor”) and The Bank of New York Mellon, London Branch (the “Trustee”) and (b) a supplemental trust deed specified in the Pricing Supplement applicable to that Series made between the Issuer, the Obligor and the Trustee (the “Supplemental Trust Deed”, and together with the Master Trust Deed, the “Trust Deed”). The Trust Certificates are constituted by the Trust Deed and issued pursuant to the Multicurrency Islamic Trust Certificates Issuance Programme established by the Issuer on 16 April 2013 (the “Programme”). References in these Conditions and in the Transaction Documents to the “Issuer” shall, where the context so requires, be deemed to refer to the Issuer acting in its capacity as trustee of the trusts created under the Trust Deed. Payments and delivery will be made in accordance with the agency agreement dated 16 April 2013 (the “Agency Agreement”, as amended or supplemented from time to time) made between the Issuer, the Trustee, The Bank of New York Mellon, London Branch as the issuing and paying agent, paying agent, transfer agent and calculation agent (in its capacity as issuing and paying agent and paying agent, the “Issuing and Paying Agent”), The Bank of New York Mellon, Singapore Branch as the Singapore paying agent (in such capacity, the “Singapore Paying Agent” and, together with the Issuing and Paying Agent and any further or other paying agents appointed from time to time in respect of the Trust Certificates, the “Paying Agents”) and the Singapore registrar (in such capacity, the “Singapore Registrar”) and The Bank of New York Mellon (Luxembourg) S.A. as the Luxembourg registrar (in such capacity, the “Luxembourg Registrar” and, together with the Singapore Registrar, the “Registrar”) and transfer agent (in such capacity, a “Transfer Agent”). References to the Issuing and Paying Agent, the Paying Agents, the Transfer Agent and the Registrar shall include any successors thereto in each case in such capacity.

The statements in these Conditions (the “Conditions”) include summaries of certain provisions of the Trust Deed and the other Transaction Documents. Terms defined in the Pricing Supplement applicable to the Trust Certificates shall have the same meaning in these Conditions. Unless given a defined meaning elsewhere in these Conditions or the context requires otherwise, capitalised terms used in these Conditions shall have the meanings given in Condition 23. In addition, words and expressions defined and rules of construction and interpretation set out or incorporated by reference in the Trust Deed shall, unless otherwise defined herein or unless the context otherwise requires, have the same meanings herein. Copies of the Transaction Documents are available for inspection by such Trust Certificates Holders during normal business hours at the specified offices of the Singapore Paying Agent. The Trust Certificates Holders are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and of the other Transaction Documents. Each initial Trust Certificates Holder, by its acquisition and holding of its interest in a Trust Certificate, shall be deemed to authorise and direct the Issuer to appoint HSBC Institutional Trust Services (Singapore) Limited (in its capacity as trustee of Sabana REIT) as the agent of the Issuer (in such capacity, the “Wakeel”) to apply the sums paid by it in respect of its Trust Certificates to invest in the Series Wakalah Venture (as defined below) and to enter into each Transaction Document to which it is a party, subject to the terms and conditions of the Trust Deed and these Conditions.

33 1. Form, Denomination and Title

1.1 Form and Denomination

The Trust Certificates are issued in registered form in denomination(s) specified in the applicable Pricing Supplement. A certificate (each, a “Certificate”) will be issued to each Trust Certificates Holder in respect of its registered holding of Trust Certificates. Each Trust Certificate will be numbered serially with an identifying number which will be recorded on the Trust Certificate and in the register (the “Register”) of Trust Certificates Holders which the Issuer will cause to be kept by the Registrar.

Upon issue, the Trust Certificates will be represented by beneficial interests in a Global Certificate (a “Global Certificate”), in fully registered form, without coupons attached, which will be deposited with, and registered in the name of The Central Depository (Pte) Limited (the “Depository”) or held by a common depository for Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”).

References to Euroclear, Clearstream, Luxembourg and/or the Depository shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Pricing Supplement.

1.2 Title

The Issuer will cause the Registrar to maintain the Register in accordance with the provisions of the Agency Agreement. Title to the Trust Certificates passes only by transfer and registration in the Register. The registered Trust Certificates Holder of any Trust Certificate will (except as ordered by a court of competent jurisdiction or otherwise required by law) be treated as its absolute owner for all purposes (whether or not any payment thereon is overdue and regardless of any notice of ownership, trust or any interest or any writing on, or the theft or loss of, the Trust Certificate issued in respect of it) and no person will be liable for so treating such Trust Certificates Holder.

For so long as any of the Trust Certificates is represented by the Global Certificate and the Global Certificate is held by a common depository for Euroclear and Clearstream, Luxembourg and/or the Depository, each person who is for the time being shown in the records of Euroclear, Clearstream, Luxembourg and/or the Depository as the holder of a particular Nominal Value of such Trust Certificates (in which regard any certificate or other document issued by Euroclear, Clearstream, Luxembourg and/or the Depository as to the Nominal Value of such Trust Certificates standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer, the Trustee, the Paying Agents and all other Agents of the Issuer as the holder of such Nominal Value of Trust Certificates for all purposes other than with respect to the payment of any amounts in respect of the Trust Certificates, for which purpose the registered holder of the Global Certificate shall be treated by the Issuer, the Trustee, the Paying Agents and all other Agents of the Issuer as the holder of such Global Certificate in accordance with and subject to the terms of the Global Certificate. Trust Certificates which are represented by the Global Certificate will be transferable only in accordance with the rules and procedures for the time being of Euroclear, Clearstream, Luxembourg and/or the Depository, as the case may be.

2. Transfers and Issue of Trust Certificates

2.1 Transfers

Subject to Conditions 2.4 and 2.5, and to the limitations as to transfer set out in Condition 1.2 and the Agency Agreement, a Trust Certificate may be transferred by depositing it, with the form of transfer endorsed on such Trust Certificate, duly completed and signed, at the specified office of the Registrar or any Transfer Agent together with such evidence as the Registrar or (as the case may be) the Transfer Agent may reasonably require to prove the title of the transferor and the individuals who have executed the forms of transfer. No transfer of a Trust Certificate will be valid unless and until entered on the Register.

34 2.2 Delivery of New Trust Certificates Each new Trust Certificate to be issued upon transfer of Trust Certificates will, within three business days of receipt by the Transfer Agent of the duly completed form of transfer endorsed on such Trust Certificate, be mailed by uninsured mail at the risk of the Trust Certificates Holder entitled to the new Trust Certificate to the address specified in the form of transfer, unless such Trust Certificates Holder requests otherwise and pays in advance to the Registrar or the Transfer Agent the costs of such other method of delivery and/or such insurance as it may specify. Where some but not all of the Nominal Value of the Trust Certificates in respect of which a Trust Certificate is issued are to be transferred, a new Trust Certificate in respect of the Nominal Value of the Trust Certificates not so transferred will, within three business days of receipt by the Transfer Agent of the original Trust Certificate, be mailed by uninsured mail at the risk of the Trust Certificates Holder of the Nominal Value of the Trust Certificates not so transferred to the address of such Trust Certificates Holder appearing on the Register or as specified in the form of transfer. Except in the limited circumstances described in the Global Certificate, owners of interests in the Trust Certificates represented by the Global Certificate will not be entitled to receive physical delivery of Definitive Certificates. For the purposes of this Condition 2.2, “business day” shall mean a day, other than a Saturday or Sunday, on which banks are open for business in the city in which the specified office of the Registrar or the Transfer Agent (as the case may be) with whom a Certificate is deposited in connection with a transfer is located. 2.3 Formalities Free of Charge Registration of transfers of Trust Certificates will be effected without charge by or on behalf of the Issuer or any of the Agents, but upon (a) payment (or the giving of such indemnity as the Issuer or any of the Agents may require) in respect of any tax or other governmental charges which may be imposed in relation to such transfer; and (b) the Issuer or the Transfer Agent being satisfied that the regulations concerning transfer of Trust Certificates have been complied with. 2.4 Closed Periods No Trust Certificates Holder may require the transfer of a Trust Certificate to be registered (a) during the period of 15 days ending on (and including) a Periodic Distribution Date and the Scheduled Dissolution Date, as the case may be; and (b) during the period of five Payment Business Days ending on (and including) any Payment Record Date (as defined below). 2.5 Regulations All transfers of Trust Certificates and entries on the Register will be made subject to the detailed regulations concerning transfer of Trust Certificates scheduled to the Agency Agreement. The regulations may be changed by the Issuer with the prior approval of the Trustee, the Issuing and Paying Agent, the Transfer Agent and the Registrar. A copy of the current regulations will be mailed (free of charge) by the Registrar to any Trust Certificates Holder who requests in writing a copy of the regulations. 3. Status, Limited Recourse, Negative Pledge and Financial Covenants 3.1 Status (a) Each Trust Certificate represents an undivided proportionate beneficial ownership interest in the Trust Assets and will at all times rank pari passu and rateably, without discrimination, preference or priority among themselves, subject to priorities or rights preferred by law. (b) The obligations of the Obligor pursuant to the Purchase Undertaking and the other Transaction Documents to which it is a party constitute direct, unconditional, unsecured and unsubordinated obligations of the Obligor and which, save for such exceptions as may be provided by applicable legislation, at all times rank equally with all its other present and future unsecured and unsubordinated obligations.

35 (c) The provisions of the Trust Deed and the other Transaction Documents bind (to the extent that the Issuer, the Obligor and/or the Trustee are parties) the Issuer, the Obligor, the Trustee, the Trust Certificates Holders and all persons claiming through or under them and the Trust Certificates shall be issued subject to the provisions of the Trust Deed and the other Transaction Documents and the Conditions. 3.2 Limited Recourse The Trust Certificates do not represent an interest in any of the Issuer, the Obligor, the Trustee, the Agents or any of their respective affiliates. Notwithstanding anything to the contrary contained herein or in any Transaction Document, no payment of any amount whatsoever shall be made in respect of the Trust Certificates by the Issuer, the Trustee or the Agents or any of their respective directors, officers or agents except to the extent that funds are available therefor from the Trust Assets. The Trust Assets include, amongst others, all of the Issuer’s rights, titles, interests, entitlements and benefits, in, to and under the Purchase Undertaking, the Commodity Murabahah Investment Agreement and certain Shari’ah compliant Real Estate. By subscribing for or acquiring the Trust Certificates, the Trust Certificates Holders acknowledge that no recourse may be had for the payment of any amount owing in respect of the Trust Certificates or any other Transaction Document against the Issuer, the Trustee or the Agents or any of their respective directors, officers or agents to the extent that the Trust Assets have been exhausted following which all obligations of the Issuer and the Trustee shall be extinguished. In addition, prior to the date which is one year and one day after the date on which all amounts owing by the Issuer or the Obligor under the Transaction Documents to which it is a party have been paid in full, each Trust Certificates Holder will not petition for, or join any other person in instituting proceedings for, the reorganisation, liquidation, winding up or receivership of the Issuer. 3.3 Negative Pledge The Issuer has covenanted and undertaken in the Master Trust Deed that so long as there are any Outstanding Trust Certificates (as defined in the Master Trust Deed), it shall not create or permit to subsist any Security Interest upon the whole or any part of its present or future assets, save for: (i) liens or rights of set-off arising in the ordinary course of its business or by operation of law; and (ii) any other Security Interest which has been approved by the Trust Certificates Holders by way of an Extraordinary Resolution. The Obligor has covenanted and undertaken in the Master Trust Deed that so long as there are any Outstanding Trust Certificates (as defined in the Master Trust Deed), it shall not, and shall procure that each Principal Subsidiary shall not, create or permit to subsist any Security Interest upon the whole or any part of their respective present or future assets or properties, save for: (a) (1) any Security Interest over any asset existing on or prior to the date of the Master Trust Deed securing credit facilities extended by banks and other financial institutions to the Group and as disclosed in writing to the Trustee on or prior to the date of the Master Trust Deed, and any Security Interest to be created over any asset which is the subject of such existing Security Interest in connection with the extension, refinancing or increase in the facility limit of such credit facilities secured by such asset, or (2) any Security Interest over any asset referred to in (1) created in connection with the taking out of new credit facilities extended by banks and other financial institutions to the Group which ranks, in point of priority, completely after such existing Security Interest referred to in (1), provided that the aggregate principal amount of Consolidated Financial Indebtedness (as defined below)

36 outstanding of the Group which are secured by the real estate assets of the Group shall not exceed in aggregate 45 per cent. of the Consolidated Total Assets (as defined below) of the Group (or its equivalent in any other currency or currencies) at that time; (b) any Security Interest existing at the time of the acquisition of any asset directly or indirectly (by way of share purchase, purchase of asset-backed securities or otherwise) acquired after the date of the Master Trust Deed securing credit facilities extended by banks and other financial institutions to the Group and any Security Interest created on that asset in connection with the extension, refinancing or increase in the facility limit of such credit facilities secured by the security over such asset at any time, provided that the aggregate principal amount of Consolidated Financial Indebtedness outstanding of the Group which are secured by the real estate assets of the Group shall not exceed in aggregate 45 per cent. of the Consolidated Total Assets of the Group (or its equivalent in any other currency or currencies) at that time; (c) liens or rights of set-off arising in the ordinary course of its business or by operation of law (or by an agreement evidencing the same), in either case, in respect of indebtedness which either (i) has been due for less than 14 business days or (ii) is being contested in good faith and by appropriate means; (d) pledges of goods and/or related documents of title, arising in the ordinary course of its business, as security for bank borrowings directly relating to the purchase of such goods; (e) any Security Interest created on any asset after the date of the Master Trust Deed for the sole purpose of securing moneys raised pursuant to the issuance (whether by it or a special purpose vehicle) of any commercial mortgage backed securities (“CMBS”) or any Security Interest to be created over any asset to be substituted for any asset which is the subject matter of such CMBS, provided that the aggregate principal amount of Consolidated Financial Indebtedness outstanding of the Group which are secured by the real estate assets of the Group shall not exceed in aggregate 45 per cent. of the Consolidated Total Assets of the Group (or its equivalent in any other currency or currencies) at that time; (f) any Security Interest over any assets created in connection with credit facilities extended by banks and other financial institutions to the Group at any time and from time to time provided that the aggregate principal amount of Consolidated Financial Indebtedness outstanding of the Group which are secured by the real estate assets of the Group shall not exceed 45 per cent. of the Consolidated Total Assets of the Group (or its equivalent in any other currency or currencies) at that time; and (g) any other Security Interest which has been approved by the Trust Certificates Holders by way of an Extraordinary Resolution.

3.4 Financial Covenants 3.4.1 Financial condition The Obligor has covenanted in the Master Trust Deed that so long as there are any Outstanding Trust Certificates (as defined in the Master Trust Deed), the Obligor shall ensure that: (i) the ratio of Consolidated EBITDA to Consolidated Finance Costs is at least 1.5:1; and (ii) the ratio of Consolidated Financial Indebtedness to Consolidated Total Assets does not exceed 0.6:1.

37 3.4.2 Financial covenant calculations Consolidated EBITDA, Consolidated Finance Costs, Consolidated Financial Indebtedness and Consolidated Total Assets shall be calculated and interpreted on a consolidated basis by reference to the latest consolidated audited financial statements, consolidated unaudited statement of financial position and consolidated unaudited statement of total return of the Obligor delivered under Clause 10.3.6 of the Master Trust Deed. For the purposes of this Condition 3.4, in valuing any assets of the Group consisting of real property, the value shall be as determined in accordance with the Property Funds Appendix and any regulation issued in connection therewith. 3.4.3 Definitions In Condition 3.3 and this Condition 3.4: “Consolidated EBITDA” means in relation to any Reference Period, the consolidated net income of the Group for that Reference Period: (a) before taking into account for that Reference Period: (i) non-cash items such as fair value gains or losses; (ii) tax; and (iii) extraordinary and exceptional items; and (b) after adding back: (i) Consolidated Finance Costs; (ii) all amounts provided for depreciation and amortisation for that Reference Period; and (iii) any non-cash operating expenses such as management fee paid in units, as determined (except as needed to reflect the terms of this Condition 3.4) from its financial statements. “Consolidated Finance Costs” means, in relation to any Reference Period, the aggregate amount of the Finance Costs and any other finance charges (whether or not paid, payable or capitalised) accrued by the Group in that Reference Period, as determined (except as needed to reflect the terms of this Condition 3.4) from its financial statements, and excluding (a) amortisation of capital, (b) transactional costs (whether or not upfront or recurring) and (c) profit accretion which are not payable; “Consolidated Financial Indebtedness” means, in relation to the Group, an amount (expressed in Singapore Dollars) for the time being, calculated on a consolidated basis, in accordance with Singapore GAAP, equal to the aggregate (without double counting) of: (a) the outstanding principal amount of any moneys borrowed or raised by any member of the Group and any outstanding overdraft of any member of the Group; (b) the outstanding principal amount of any notes or bonds, debentures or other debt instruments of any member of the Group, whether offered, issued or distributed by way of public offer, private placing, acquisition, consideration or otherwise and whether issued for cash or a consideration other than cash; and (c) all other indebtedness (excluding contingent obligations) or liabilities whatsoever of the Group for financial indebtedness (including any amount raised under any transaction having the commercial effect of a borrowing);

38 “Consolidated Total Assets” means, in relation to the Group, the total assets of the Group based on the latest available unaudited or audited consolidated accounts of Sabana REIT, less (but without double counting) any amount included in the above which is attributable to goodwill or other intangible assets (which excludes, for this purpose, any rental income support receivable by the Group). “Finance Costs” means profit expense in financings which are recognised in the statement of total return, using the effective profit rate method over the period of the financings; “Property Funds Appendix” means the guidelines regulating collective investment schemes that invest or propose to invest in real estate and real estate-related assets, as set out in Appendix 6 of the Code on Collective Investment Schemes issued by the Monetary Authority of Singapore, as the same may be modified, amended, supplemented, revised or replaced from time to time; and “Reference Period” means, in relation to Consolidated EBITDA and Consolidated Finance Costs, each period of six months ending on the last day of each of Sabana REIT’s financial quarters. 4. Trust 4.1 Summary of the Trust The Issuer will act as trustee for and on behalf of the Trust Certificates Holders with respect to the Trust Assets pursuant to the Trust Deed. The description of certain aspects of the Transaction Documents set out in this Condition 4.1 is a summary only and is qualified in its entirety by the provisions of the relevant Transaction Document. (a) Series Wakalah Venture: Pursuant to the Wakalah Agreement entered into by the Issuer, the Wakeel and the Trustee on the Closing Date (the “Wakalah Agreement”), the Issuer (on behalf of the Trust Certificates Holders) shall appoint the Wakeel as its agent and shall instruct the Wakeel to invest the gross proceeds from the issue of the Trust Certificates (the “Series Proceeds”) in a wakalah venture (a “Series Wakalah Venture”) in accordance with the terms of the Transaction Documents. The Series Wakalah Venture shall comprise investments in (i) a commodity murabahah investment and (ii) certain Shari’ah compliant Real Estate. Under the Wakalah Agreement, the Wakeel shall acquire the Commodities as buying agent of the Issuer for an amount equal to the Series Proceeds and, following the Asset Substitution Date, the Wakeel shall perform the Wakalah Services in respect of the Real Estate comprised in the Series Wakalah Venture on behalf of the Issuer. (b) Commodity Murabahah Investment: Pursuant to the Commodity Murabahah Investment Agreement entered into on the Closing Date (the “Commodity Murabahah Investment Agreement”) by the Issuer, in its capacity as seller, the Obligor, in its capacity as buyer (the “Buyer”), the Wakeel, the Trustee and the Commodity Agent, the Buyer shall deliver to the Issuer a purchase request, under which the Buyer undertakes to purchase the Commodities from the Issuer following the purchase of the Commodities by the Issuer. The Issuer shall appoint the Commodity Agent to procure the purchase of Commodities from a third party commodity broker solicited at the discretion of the Commodity Agent at the spot price using the Commodity Price. The Issuer shall sell the Commodities so purchased on its behalf by the Commodity Agent to the Buyer on the settlement date specified in the purchase request in consideration for a deferred sale price (the “Deferred Sale Price”). The Deferred Sale Price will be made up of the Commodity Price component as well as a profit amount component. The Deferred Sale Price payable by the Buyer to the Issuer is equal to the sum of the aggregate Periodic Distribution Amounts and the Nominal Value of the Trust Certificates issued or if so specified in the applicable Pricing Supplement, the Nominal Value of the Trust Certificates issued plus, if applicable, the Premium.

39 (c) Prepayment in kind: The Deferred Sale Price will be payable two Business Days prior to the Dissolution Date (other than the Dissolution Event Redemption Date, in which case such amount will be payable on such date) and may be prepaid prior to such date in whole or in part. The Buyer may make a prepayment in kind of part of the Deferred Sale Price from time to time by a transfer of certain Shari’ah compliant Real Estate (the “Properties”) to the Issuer by way of transfer of the beneficial ownership pursuant to a sale and purchase agreement to be entered into by the Obligor (in such capacity, the “Seller”), the Issuer, as purchaser, the Wakeel and the Trustee (the “Sale and Purchase Agreement”).

If on the Longstop Date, the Buyer has not made a prepayment in kind in respect of at least 33 per cent. of the Deferred Sale Price (which shall consist of all of the profit amount component and part of the Commodity Price component of the Deferred Sale Price) on or prior to the Longstop Date by way of transfer of the beneficial ownership of the Properties to the Issuer as described above, the Trust Certificates will be redeemed in whole on the Longstop Redemption Date.

(d) Lease: Upon the transfer of the Properties by the Obligor to the Issuer on the Asset Substitution Date, the Issuer (as lessor) will enter into a lease agreement (the “Lease Agreement”) with the Obligor (as lessee) pursuant to which the Lease Assets will be leased from the Issuer to the Obligor. The Rental payments to be paid on each Rental Payment Date under the Lease Agreement will be used to fund the Periodic Distribution Amounts payable under the Trust Certificates.

(e) Purchase Undertaking: The Obligor shall on the Asset Substitution Date issue a purchase undertaking (the “Purchase Undertaking”) in favour of the Issuer and the Trustee (for the benefit of the relevant Trust Certificates Holders) under which the Obligor undertakes to purchase from the Issuer the Properties at the Purchase Price on the earliest of (i) the Scheduled Dissolution Date, (ii) the Dissolution Event Redemption Date, following a Dissolution Event and upon the Trustee declaring that the Trust Certificates are immediately due and payable and (iii) the Dissolution (Put) Date (if specified in the applicable Pricing Supplement as being applicable). The Obligor will also be obliged to pay the outstanding Deferred Sale Price under the Commodity Murabahah Investment Agreement two Business Days prior to the Dissolution Date (other than the Dissolution Event Redemption Date, in which case such amount will be payable on such date). The Purchase Price payable by the Obligor pursuant to the terms of the Purchase Undertaking and the outstanding Deferred Sale Price under the Commodity Murabahah Investment Agreement shall be utilised to pay the Dissolution Distribution Amount, the Early Dissolution Amount or, as the case may be, the Dissolution Distribution (Put) Amount due on the Trust Certificates.

If the Obligor fails to pay all or part of the Purchase Price or any outstanding Deferred Sale Price on the due date for payment thereof in accordance with the terms of the Purchase Undertaking or the Commodity Murabahah Investment Agreement (as the case may be), (i) the Obligor shall irrevocably, unconditionally and automatically (without the necessity for any notice or any other action) continue to act as Wakeel in respect of the Real Estate comprised in the Series Wakalah Venture in accordance with the terms of the Wakalah Agreement, and (ii) the Lease Agreement shall be deemed to be extended for a period from and including the date on which the Purchase Price or any outstanding Deferred Sale Price was due to be paid, to but excluding the date on which such amounts are paid in full in accordance with the terms of the Purchase Undertaking or the Commodity Murabahah Investment Agreement (as the case may be). In such circumstances, the Lessor shall be entitled to receive the Additional Rental Amount in respect of such period.

(f) Sale Undertaking: Pursuant to the sale undertaking (the “Sale Undertaking”) to be executed by the Issuer and the Trustee in favour of the Obligor on the Asset Substitution Date, the Issuer will be obliged to sell the Properties to the Obligor in the circumstances set out in the Sale Undertaking and following the delivery of a

40 Sale Undertaking Exercise Notice from the Obligor to the Issuer. The Purchase Price to be received by the Issuer, together with the payment of the Deferred Sale Price which will also be payable on such date will be used to redeem the Trust Certificates in accordance with Condition 7.3 (Early Dissolution for Tax Reasons) and Condition 7.4 (Dissolution at the Option of the Obligor). (g) Substitution: The Issuer (on behalf of the relevant Trust Certificates Holders) and the Trustee will execute a substitution undertaking (the “Substitution Undertaking”) in favour of the Obligor on the Asset Substitution Date pursuant to which the Obligor has the right to require the Issuer to sell all of the Issuer’s interest, rights, benefits and entitlements in and to any Real Estate comprised in the Series Wakalah Venture in consideration for the transfer by the Obligor to the Issuer of the Substitute Real Estate (pursuant to a Substitution Agreement).

The Obligor will grant an obligor properties undertaking (the “Obligor Properties Undertaking”) in favour of the Issuer and the Trustee which provides, amongst other things, that: (i) in the event of a total loss or destruction of, or damage to the whole (and not part only) of the Real Estate comprised in the Series Wakalah Venture or any event or occurrence that renders the whole of such Real Estate unfit for any economic use and (but only after taking into consideration any Takaful/insurances or other indemnity granted in each case by any third party in respect of such Real Estate) the repair or remedial work in respect thereof is wholly uneconomical (the “Total Loss Event”), the Obligor shall enter into a Substitution Agreement pursuant to which it will sell to the Issuer beneficial ownership of certain alternative Shari’ah compliant Real Estate (such Shari’ah compliant Real Estate having been identified by the Issuer or the Wakeel as its agent) in consideration for the transfer by the Issuer to the Obligor of all the Issuer’s rights to all Takaful/Insurance Proceeds received and receivable in connection with the Total Loss Event; and (ii) if the Real Estate comprised in the Series Wakalah Venture is no longer Shari’ah compliant, the Obligor shall enter into a Substitution Agreement pursuant to which it will sell to the Issuer beneficial ownership of certain Shari’ah compliant Real Estate (such Shari’ah compliant Real Estate having been identified by the Issuer or the Wakeel as its agent) in consideration for the transfer by the Issuer to the Obligor of the Real Estate comprised in the Series Wakalah Venture prior to the Substitution Date. Immediately following any substitution pursuant to the terms of the Obligor Properties Undertaking and/or the Substitution Undertaking (as the case may be), the aggregate value of the Real Estate comprised in the Series Wakalah Venture must be at least equal to 33 per cent. of the Series Wakalah Venture Value at such time. Upon the occurrence of a Total Loss Dissolution Event, (i) the Lease shall automatically terminate and the Lessor will be entitled (in addition to any amounts payable pursuant to the Wakalah Agreement, without double-counting) to any due and unpaid Rental up to the date on which the Total Loss Dissolution Event occurred, and (ii) the Trust Certificates will be redeemed and the Trust will be dissolved by the Trustee on the date specified in Condition 7.6. The Trust Certificates will be redeemed in accordance with the order of priority set out in Condition 4.2 using the Takaful/Insurance Proceeds paid in respect of the Total Loss Event which are required to be paid into the Issuing and Paying Agent’s Account by no later than close of business in Singapore on the Total Loss Longstop Date. If a Total Loss Dissolution Event occurs and at the close of business in Singapore on the Total Loss Longstop Date the amount (if any) standing to the credit of the Issuing and Paying Agent’s Account is less than the Takaful/Insurance Coverage Amount (the difference between the Takaful/ Insurance Coverage Amount and the amount standing to the credit of the Issuing and Paying Agent’s Account being the “Total Loss Shortfall Amount”), then the

41 Wakeel will pay the Total Loss Shortfall Amount directly into the Issuing and Paying Agent’s Account as soon as practicable and in any event by no later than the close of business in Singapore on the date falling five days after the Total Loss Longstop Date. None of the Trustee or Agents is under a duty or obligation to determine or calculate the Total Loss Shortfall Amount or the Takaful/Insurance Coverage Amount. The Trust Certificates will be redeemed on the Total Loss Dissolution Date from any Takaful/Insurance Coverage Amount and/or Total Loss Shortfall Amount and the outstanding Deferred Sale Price which will also be payable two Business Days prior to the Total Loss Dissolution Date. (h) Trust: The Trust established under and in accordance with the terms of the Trust Deed, is as follows: (i) the Issuer, in its capacity as trustee, will declare a trust over assets (the “Trust Assets”) consisting of: (a) all of the Issuer’s rights, titles, interests, entitlements and benefits in, to and under the Series Wakalah Venture; (b) all of the Issuer’s rights, titles, interests, entitlements and benefits, in, to and under the Transaction Documents; and (c) all proceeds of the foregoing; and (ii) the Trustee will declare a trust over assets consisting of (a) the rights, titles, interests, entitlements and benefits, in, to and under the Trust Deed and each of the other Transaction Documents to which it is a party (or to which it obtains the benefits thereunder), (b) all amounts received by it from the Issuer, the Obligor and/or otherwise under or in connection with the Trust Deed and each of the other Transaction Documents to which it is a party, and (c) any realisation or enforcement proceeds, upon trust absolutely for the Trust Certificates Holders pro rata according to the outstanding Nominal Value of Trust Certificates held by each Trust Certificates Holder in accordance with the Trust Deed and these Conditions. 4.2 Application of Proceeds The Trustee shall hold all and any monies received by it under the Trust Deed and/or the other Transaction Documents, despite any appropriation of all or part of them by the Issuer, upon trust for the Trust Certificates Holders and to apply the same on each Periodic Distribution Date (if applicable) and on the Scheduled Dissolution Date or any earlier date specified for the dissolution of the Trust in the following manner: (a) FIRST, (to the extent not already satisfied under the relevant Transaction Documents) in or towards the payment of or provision for all fees, costs, charges, expenses and liabilities properly incurred by the Trustee (and its agents, delegates and any nominees) in carrying out its functions under the Trust Deed and/or the other Transaction Documents and in or towards the payment of all amounts owing to any receiver, manager, administrative receiver or judicial manager or any other analogous officer appointed in respect of the Issuer by the Trustee in accordance with the Trust Deed and/or the other Transaction Documents; (b) SECOND, (to the extent not already satisfied under the relevant Transaction Documents) in and towards the payment of or provision for all fees, costs, charges, expenses and liabilities properly incurred by the Agents in or incidental to the exercise or performance of any power, right, discretion or authority conferred on them under the Trust Deed, the Trust Certificates and/or the other Transaction Documents; (c) THIRD, in or towards the payment of taxes and other government charges (if any) payable in connection with the Trust Certificates; (d) FOURTH, in or towards payment pari passu and rateably of all amounts due and unpaid in respect of the Trust Certificates; and (e) FIFTH, in payment of the balance (if any) to the Issuer for itself or, if the moneys were received from the Obligor and to the extent of such moneys, the Obligor

42 (without prejudice to any questions as to how such moneys should be dealt with as between the Issuer or the Obligor and any other person or persons for the time being entitled thereto in priority to the Issuer or the Obligor). The Issuing and Paying Agent shall apply or procure the application of the monies so received under the Agency Agreement and/or any other Transaction Documents towards the payments set forth above. 5. Fixed Periodic Distribution Provisions (if specified to be applicable in the applicable Pricing Supplement) 5.1 Application This Condition 5 is applicable to the Trust Certificates only if the Fixed Periodic Distribution Provisions are specified in the applicable Pricing Supplement as being applicable (in which case, such Trust Certificates shall be “Fixed Rate Trust Certificates”). 5.2 Periodic Distribution Amount A Periodic Distribution Amount, representing a defined share of the rental entitlement in respect of the Trust Assets, received in respect of the immediately preceding Periodic Distribution Period, will (insofar as “Fixed Periodic Distribution Provisions” is specified to be applicable in the applicable Pricing Supplement) be distributed by the Issuer to the Trust Certificates Holders. Subject to Condition 3.2 and Condition 4.2, the aggregate distribution payable in respect of the Trust Certificates for any Periodic Distribution Period shall be the Periodic Distribution Amount and will be made by the Issuer in respect of the Trust Certificates in arrear on each Periodic Distribution Date in accordance with Condition 6. The Periodic Distribution Amount payable on any Periodic Distribution Date shall be distributed to each Trust Certificates Holder pro rata (in an amount calculated by multiplying the Periodic Distribution Amount by a fraction of which the numerator is the Nominal Value of the Trust Certificates held by the relevant Trust Certificates Holder and the denominator is the Aggregate Nominal Value of the Trust Certificates outstanding on the Periodic Distribution Date, and rounding the resultant figure to the nearest sub-unit of the relevant Series Contractual Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. “sub-unit” means, with respect to any currency other than Singapore dollars, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to Singapore dollars, one cent. Except as provided in Condition 10, no further amounts will be payable on any Trust Certificate from and including the Scheduled Dissolution Date or, as the case may be, any other Dissolution Date. 5A. Floating Periodic or Variable Periodic Distribution Provisions (if specified to be applicable in the applicable Pricing Supplement) 5A.1 Application This Condition 5A is applicable to the Trust Certificates only if the Floating Periodic Distribution Provisions (in which case, such Trust Certificates shall be “Floating Rate Trust Certificates”) or, as the case may be, the Variable Periodic Distribution Provisions (in which case, such Trust Certificates shall be “Variable Rate Trust Certificates”) are specified in the applicable Pricing Supplement as being applicable. 5A.2 Periodic Distribution Amount A Periodic Distribution Amount representing a defined share of the rental entitlement in respect of the Trust Assets for the Trust Certificates will be payable in respect of the Trust Certificates and be distributable by the Issuer to the Trust Certificates Holders in accordance with these Conditions. Such Periodic Distribution Amounts will be payable in arrear on either: (a) the Specified Periodic Distribution Date(s) in each year specified in the applicable Pricing Supplement; or

43 (b) if no Specified Periodic Distribution Date(s) is/are specified in the applicable Pricing Supplement, each date which falls the number of months or other period specified as the Specified Period in the applicable Pricing Supplement after the preceding Periodic Distribution Date or, in the case of the first Periodic Distribution Date, after the Return Accumulation Commencement Date as specified in the applicable Pricing Supplement, provided that the Agreed Yield (as defined in Condition 5A.4) in respect of any Variable Rate Trust Certificate for any Periodic Distribution Period relating to that Variable Rate Trust Certificate shall (if applicable) be payable on the first day of that Periodic Distribution Period. Such Periodic Distribution Amounts will be payable in respect of each Periodic Distribution Period. If a Business Day Convention is specified in the applicable Pricing Supplement and (x) if there is no numerically corresponding day in the calendar month in which a Periodic Distribution Date should occur or (y) if any Periodic Distribution Date would otherwise fall on a day which is not a Business Day, then, if the Business Day Convention specified is: (A) in any case where Specified Periods are specified in accordance with Condition 5A.2(b) above, the Floating Rate Convention, such Periodic Distribution Date (a) in the case of (x) above, shall be the last day that is a Business Day in the relevant month and the provisions of (ii) below shall apply mutatis mutandis or (b) in the case of (y) above, shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event (i) such Periodic Distribution Date shall be brought forward to the immediately preceding Business Day and (ii) each subsequent Periodic Distribution Date shall be the last Business Day in the month which falls the Specified Period after the preceding applicable Periodic Distribution Date occurred; or (B) the Following Business Day Convention, such Periodic Distribution Date shall be postponed to the next day which is a Business Day; or (C) the Modified Following Business Day Convention, such Periodic Distribution Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Periodic Distribution Date shall be brought forward to the immediately preceding Business Day; or (D) the Preceding Business Day Convention, such Periodic Distribution Date shall be brought forward to the immediately preceding Business Day. 5A.3 Rate Determination for Floating Rate Trust Certificates The Expected Periodic Distribution Rate applicable to the Floating Rate Trust Certificates for each Periodic Distribution Period will be determined by the Calculation Agent by reference to the Reference Rate as stated in the applicable Pricing Supplement being (in the case of Floating Rate Trust Certificates which are denominated in Singapore dollars) SIBOR (in which case such Floating Rate Trust Certificate will be a SIBOR Floating Rate Trust Certificate) or Swap Rate (in which case such Floating Rate Trust Certificate will be a Swap Rate Floating Rate Trust Certificate) or in any case (or in the case of Floating Rate Trust Certificates which are denominated in a currency other than Singapore dollars) such other Reference Rate as may be specified in the applicable Pricing Supplement: (a) Floating Rate Trust Certificates which are SIBOR Floating Rate Trust Certificates: (A) Where SIBOR is specified in the applicable Pricing Supplement as the Reference Rate, the Calculation Agent will, at or about the Relevant Time on the relevant Periodic Distribution Determination Date, determine the Expected Periodic Distribution Rate for such Periodic Distribution Period which shall be the offered rate for deposits in Singapore Dollars for a period equal to the duration of such Periodic Distribution Period which appears on the Reuters Screen ABSIRFIX01 Page under the caption “ASSOCIATION OF BANKS IN SINGAPORE - SIBOR AND SWAP OFFER RATES - RATES AT 11:00 A.M. SINGAPORE TIME” and under the column headed “SGD SIBOR” (or such other Relevant Screen Page as may be provided in the applicable Pricing Supplement) and as adjusted by the Margin (if any);

44 (B) if no such rate appears on the Reuters Screen ABSIRFIX01 Page under the column headed “SGD SIBOR” (or such other replacement page thereof), the Calculation Agent will, at or about the Relevant Time on such Periodic Distribution Determination Date, determine the Expected Periodic Distribution Rate for such Periodic Distribution Period which shall be the rate which appears under the caption “SINGAPORE DOLLAR INTER-BANK OFFERED RATES - 11:00 A.M.” and the row headed “SIBOR SGD” on the Reuters Screen SIBP Page (or such other replacement page thereof), being the offered rate for deposits in Singapore Dollars for a period equal to the duration of such Periodic Distribution Period and as adjusted by the Margin (if any); (C) if no such rate appears on Reuters SIBP Page (or such other replacement page thereof or if no rate appears on such other Relevant Screen Page as may be provided in the applicable Pricing Supplement) or if the Reuters SIBP Page (or such other replacement page thereof or such other Relevant Screen Page as may be provided in the applicable Pricing Supplement) is unavailable for any reason, the Calculation Agent will request the principal Singapore offices of each of the Reference Banks to provide the Calculation Agent with the rate at which deposits in Singapore Dollars are offered by it at approximately the Relevant Time on the Periodic Distribution Determination Date to prime banks in the Singapore interbank market for a period equivalent to the duration of such Periodic Distribution Period commencing on such Periodic Distribution Date in an amount comparable to the aggregate face amount of the relevant Floating Rate Trust Certificates. The Expected Periodic Distribution Rate for such Periodic Distribution Period shall be the arithmetic mean (rounded up, if necessary, to the nearest four decimal places) of such offered quotations and as adjusted by the Margin (if any), as determined by the Calculation Agent; (D) if on any Periodic Distribution Determination Date two but not all the Reference Banks provide the Calculation Agent with such quotations, the Expected Periodic Distribution Rate for the relevant Periodic Distribution Period shall be determined in accordance with (C) above on the basis of the quotations of those Reference Banks providing such quotations; and (E) if on any Periodic Distribution Determination Date one only or none of the Reference Banks provides the Calculation Agent with such quotations, the Expected Periodic Distribution Rate for the relevant Periodic Distribution Period shall be the rate per annum which the Calculation Agent determines to be the arithmetic mean (rounded up, if necessary, to the nearest four decimal places) of the rates quoted by the Reference Banks or those of them (being at least two in number) to the Calculation Agent at or about the Relevant Time on such Periodic Distribution Determination Date as being their cost (including the cost occasioned by or attributable to complying with reserves, liquidity, deposit or other requirements imposed on them by any relevant authority or authorities) of funding, for the relevant Periodic Distribution Period, an amount equal to the aggregate face amount of the relevant Floating Rate Trust Certificates for such Periodic Distribution Period by whatever means they determine to be most appropriate and as adjusted by the Margin (if any) or if on such Periodic Distribution Determination Date one only or none of the Reference Banks provides the Calculation Agent with such quotation, the rate per annum which the Calculation Agent determines to be the arithmetic mean (rounded up, if necessary, to the nearest four decimal places) of the prime lending rates for Singapore Dollars quoted by the Reference Banks at or about the Relevant Time on such Periodic Distribution Determination Date and as adjusted by the Margin (if any); (b) Floating Rate Trust Certificates which are Swap Rate Floating Rate Trust Certificates: (A) Where Swap Rate is specified in the applicable Pricing Supplement as the Reference Rate, the Calculation Agent will, at or about the Relevant Time on the relevant Periodic Distribution Determination Date in respect of each Periodic Distribution Period, determine the Expected Periodic Distribution Rate for such

45 Periodic Distribution Period which shall be the Average Swap Rate for such Periodic Distribution Period (determined by the Calculation Agent as being the rate which appears on the Reuters Screen ABSIRFIX01 Page under the caption “ASSOCIATION OF BANKS IN SINGAPORE - SIBOR AND SWAP OFFER RATES - RATES AT 11:00 A.M. SINGAPORE TIME” under the column headed “SGD SWAP OFFER” (or such replacement page thereof for the purpose of displaying the swap rates of leading reference banks) at or about the Relevant Time on such Periodic Distribution Determination Date and for a period equal to the duration of such Periodic Distribution Period) and as adjusted by the Margin (if any); (B) if on any Periodic Distribution Determination Date, no such rate is quoted on Reuters Screen ABSIRFIX01 (or such other replacement page as aforesaid) or Reuters Screen ABSIRFIX01 Page (or such other replacement page as aforesaid) is unavailable for any reason, the Calculation Agent will determine the Average Swap Rate (which shall be rounded up, if necessary, to the nearest four decimal places) for such Periodic Distribution Period in accordance with the following formula: In the case of Premium: Average Swap Rate = 365 x SIBOR + (Premium x 36500) 360 ( T x Spot Rate) + (SIBOR x Premium) x 365 ( Spot Rate ) 360

In the case of Discount:

Average Swap Rate = 365 x SIBOR - (Discount x 36500) 360 ( T x Spot Rate ) - (SIBOR x Discount) x 365 ( Spot Rate ) 360 where: SIBOR = the rate which appears under the caption “SINGAPORE INTERBANK OFFER RATES (DOLLAR DEPOSITS) 11 A.M.” and the row headed “SIBOR USD” on the Reuters Screen SIBO Page of the Reuters Monitor Money Rates Service (or such other page as may replace the Reuters Screen SIBO Page for the purpose of displaying Singapore interbank United States dollar offered rates of leading reference banks) at or about the Relevant Time on the relevant Periodic Distribution Determination Date for a period equal to the duration of the Periodic Distribution Period concerned; Spot Rate = the rate (determined by the Calculation Agent) to be the arithmetic mean (rounded up, if necessary, to the nearest four decimal places) of the rates quoted by the Reference Banks and which appear on the Reuters Screen ABSIRFIX06 Page under the caption “ASSOCIATION OF BANKS IN SINGAPORE - SGD SPOT AND SWAP OFFER RATES AT 11:00 A.M. SINGAPORE” and the column headed “SPOT” (or such other replacement page thereof for the purpose of displaying the spot rates and swap points of leading reference banks) at or about the Relevant Time on the relevant Periodic Distribution Determination Date for a period equal to the duration of the Periodic Distribution Period concerned;

46 Premium or Discount = the rate (determined by the Calculation Agent) to be the arithmetic mean (rounded up, if necessary, to the nearest four decimal places) of the rates quoted by the Reference Banks for a period equal to the duration of the Periodic Distribution Period concerned which appear on the Reuters Screen ABSIRFIX06 Page under the caption “ASSOCIATION OF BANKS IN SINGAPORE - SGD SPOT AND SWAP OFFER RATES AT 11:00 A.M. SINGAPORE” (or such other replacement page thereof for the purpose of displaying the spot rates and swap points of leading reference banks) at or about the Relevant Time on the relevant Periodic Distribution Determination Date for a period equal to the duration of the Periodic Distribution Period concerned; and T = the number of days in the Periodic Distribution Period concerned. The Expected Periodic Distribution Rate for such Periodic Distribution Period shall be the Average Swap Rate (as determined by the Calculation Agent) and as adjusted by the Margin (if any); (C) if on any Periodic Distribution Determination Date any one of the components for the purposes of calculating the Average Swap Rate under (B) above is not quoted on the relevant Reuters Screen Page (or such other replacement page as aforesaid) or the relevant Reuters Screen Page (or such other replacement page as aforesaid) is unavailable for any reason, the Calculation Agent will request the principal Singapore offices of the Reference Banks to provide the Calculation Agent with quotations of their Swap Rates for the Periodic Distribution Period concerned at or about the Relevant Time on that Periodic Distribution Determination Date and the Expected Periodic Distribution Rate for such Periodic Distribution Period shall be the Average Swap Rate for such Periodic Distribution Period (which shall be the rate per annum equal to the arithmetic mean (rounded up, if necessary, to the nearest four decimal places) of the Swap Rates quoted by the Reference Banks to the Calculation Agent) and as adjusted by the Margin (if any). The Swap Rate of a Reference Bank means the rate at which that Reference Bank can generate Singapore Dollars for the Periodic Distribution Period concerned in the Singapore inter-bank market at or about the Relevant Time on the relevant Periodic Distribution Determination Date and shall be determined as follows: In the case of Premium: Swap Rate = 365 x SIBOR + (Premium x 36500) 360 ( T x Spot Rate ) + (SIBOR x Premium) x 365 ( Spot Rate ) 360 In the case of Discount: Swap Rate = 365 x SIBOR - (Discount x 36500) 360 ( T x Spot Rate )

- (SIBOR x Discount) x 365 ( Spot Rate ) 360 where: SIBOR = the rate per annum at which United States dollar deposits for a period equal to the duration of the Periodic Distribution Period concerned are being offered by that Reference Bank to prime banks in the Singapore inter-bank market at or about the Relevant Time on the relevant Periodic Distribution Determination Date;

47 Spot Rate = the rate at which that Reference Bank sells United States dollars spot in exchange for Singapore Dollars in the Singapore inter-bank market at or about the Relevant Time on the relevant Periodic Distribution Determination Date; Premium = the premium that would have been paid by that Reference Bank in buying United States dollars forward in exchange for Singapore Dollars on the last day of the Periodic Distribution Period concerned in the Singapore inter-bank market; Discount = the discount that would have been received by that Reference Bank in buying United States dollars forward in exchange for Singapore Dollars on the last day of the Periodic Distribution Period concerned in the Singapore inter-bank market; and T = the number of days in the Periodic Distribution Period concerned; and (D) if on any Periodic Distribution Determination Date one only or none of the Reference Banks provides the Calculation Agent with quotations of their Swap Rate(s), the Average Swap Rate shall be determined by the Calculation Agent to be the rate per annum equal to the arithmetic mean (rounded up, if necessary, to the nearest four decimal places) of the rates quoted by the Reference Banks or those of them (being at least two in number) to the Calculation Agent at or about the Relevant Time on such Periodic Distribution Determination Date as being their cost (including the cost occasioned by or attributable to complying with reserves, liquidity, deposit or other requirements imposed on them by any relevant authority or authorities) of funding, for the relevant Periodic Distribution Period, an amount equal to the aggregate face amount of the relevant Floating Rate Trust Certificate for such Periodic Distribution Period by whatever means they determine to be most appropriate and the Expected Periodic Distribution Rate for the relevant Periodic Distribution Period shall be the Average Swap Rate (as so determined by the Calculation Agent) and as adjusted by the Margin (if any), or if on such Periodic Distribution Determination Date one only or none of the Reference Banks provides the Calculation Agent with such quotation, the Expected Periodic Distribution Rate for the relevant Periodic Distribution Period shall be the rate per annum equal to the arithmetic mean (rounded up, if necessary, to the nearest four decimal places) of the prime lending rates for Singapore Dollars quoted by the Reference Banks at or about the Relevant Time on such Periodic Distribution Determination Date and as adjusted by the Margin (if any). (c) Other Reference Rate: (A) Where the Reference Rate specified in the applicable Pricing Supplement is a composite quotation or customarily supplied by one entity, the Calculation Agent will determine the Reference Rate which appears on the Relevant Screen Page as of the Relevant Time on the relevant Periodic Distribution Determination Date; (B) in any other case, the Calculation Agent will determine the arithmetic mean of the Reference Rates which appear on the Relevant Screen Page as of the Relevant Time on the relevant Periodic Distribution Determination Date; (C) if, in the case of (A) above, such rate does not appear on that page or, in the case of (B) above, fewer than two such rates appear on that page or if, in either case, the Relevant Screen Page is unavailable, the Calculation Agent will: (i) request each of the Reference Banks to provide a quotation of the Reference Rate at approximately the Relevant Time on the Periodic Distribution Determination Date to leading banks in the Relevant Financial Centre, as the case may be, in an amount that is representative for a single transaction in that Relevant Financial Centre at that time; and (ii) determine the arithmetic mean of such quotations.

48 (D) if fewer than two such quotations are provided as requested, the Calculation Agent will determine the arithmetic mean of the rates quoted by major banks in the Relevant Financial Centre of the currency of the Trust Certificates, selected by the Calculation Agent, at approximately 11.00 a.m. (local time in the Relevant Financial Centre) on the first day of the relevant Periodic Distribution Period for loans in the relevant currency to leading banks in the Relevant Financial Centre for a period equal to the relevant Periodic Distribution Period and in an amount that is representative for a single transaction in that market at that time, and the Expected Periodic Distribution Rate for such Periodic Distribution Period shall be the sum of the Margin and the rate or (as the case may be) the arithmetic mean so determined; provided, however, that if the Calculation Agent is unable to determine a rate or (as the case may be) an arithmetic mean in accordance with the above provisions in relation to any Periodic Distribution Period, the Expected Periodic Distribution Rate applicable to the Floating Rate Trust Certificates during such Periodic Distribution Period will be the sum of the Margin and the rate or (as the case may be) the arithmetic mean last determined in relation to the Floating Rate Trust Certificates in respect of a preceding Periodic Distribution Period. 5A.4 Rate Determination for Variable Rate Trust Certificates (a) The Periodic Distribution Amount payable in respect of a Trust Certificate on the first day of a Periodic Distribution Period relating to that Variable Rate Trust Certificate is referred to in these Conditions as the “Agreed Yield”. (b) The Agreed Yield or, as the case may be, the Expected Periodic Distribution Rate payable from time to time in respect of each Variable Rate Trust Certificate for each Periodic Distribution Period shall, subject as referred to in paragraph (d) below, be determined as follows: (A) not earlier than 9.00 a.m. (Singapore time) on the ninth business day nor later than 3.00 p.m. (Singapore time) on the third business day prior to the commencement of each Periodic Distribution Period, the Issuer and the Relevant Dealer (as defined below) shall endeavour to agree on the following: (i) whether the Periodic Distribution Amount in respect of such Variable Rate Trust Certificate is to be paid on the first day or the last day of such Periodic Distribution Period; (ii) if the Periodic Distribution Amount in respect of such Variable Rate Trust Certificate is agreed between the Issuer and the Relevant Dealer to be paid on the first day of such Periodic Distribution Period, an Agreed Yield in respect of such Variable Rate Trust Certificate for such Periodic Distribution Period (and, in the event of the Issuer and the Relevant Dealer so agreeing on such Agreed Yield, the Periodic Distribution Amount for such Variable Rate Trust Certificate for such Periodic Distribution Period shall be zero); and (iii) if the Periodic Distribution Amount in respect of such Variable Rate Trust Certificate is agreed between the Issuer and the Relevant Dealer to be paid on the last day of such Periodic Distribution Period, an Expected Periodic Distribution Rate in respect of such Variable Rate Trust Certificate for such Periodic Distribution Period (an “Agreed Rate”) and, in the event of the Issuer and the Relevant Dealer so agreeing on an Agreed Rate, such Agreed Rate shall be the Expected Periodic Distribution Rate for such Variable Rate Trust Certificate for such Periodic Distribution Period; and (B) if the Issuer and the Relevant Dealer shall not have agreed either an Agreed Yield or an Agreed Rate in respect of such Variable Rate Trust Certificate for such Periodic Distribution Period by 3.00 p.m. (Singapore time) on the third business day prior to the commencement of such Periodic Distribution Period, or if there shall be no Relevant Dealer during the period for agreement referred to in (A) above, the Expected Periodic Distribution Rate for such Variable Rate Trust Certificate for such Periodic Distribution Period shall automatically be the rate per annum equal to the Fall Back Rate (as defined below) for such Periodic Distribution Period.

49 (c) The Issuer has undertaken to the Principal Paying Agent and the Calculation Agent that it will as soon as possible after the Agreed Yield or, as the case may be, the Agreed Rate in respect of any Variable Rate Trust Certificate is determined but not later than 10.30 a.m. (Singapore time) on the next following business day: (A) notify the Principal Paying Agent and the Calculation Agent of the Agreed Yield or, as the case may be, the Agreed Rate for such Variable Rate Trust Certificate for such Periodic Distribution Period; and (B) cause such Agreed Yield or, as the case may be, Agreed Rate for such Variable Rate Trust Certificate to be notified by the Principal Paying Agent to the relevant Trust Certificates Holder at its request. (d) For the purposes of sub-paragraph (b) above, the Expected Periodic Distribution Rate for each Periodic Distribution Period for which there is neither an Agreed Yield nor Agreed Rate in respect of any Variable Rate Trust Certificate or no Relevant Dealer in respect of the Variable Rate Trust Certificate(s) shall be the rate (the “Fall Back Rate”) determined by reference to a Reference Rate as stated on the face of such Variable Rate Trust Certificate(s), being (in the case of Variable Rate Trust Certificates which are denominated in Singapore dollars) SIBOR (in which case such Variable Rate Trust Certificate(s) will be SIBOR Certificate(s)) or Swap Rate (in which case such Variable Rate Trust Certificate(s) will be Swap Rate Trust Certificate(s)) or (in any other case or in the case of Variable Rate Trust Certificates which are denominated in a currency other than Singapore dollars) such other Reference Rate as is set out on the face of such Variable Rate Trust Certificate(s). Such rate may be adjusted by adding or subtracting the Margin (if any) stated on the face of such Variable Rate Trust Certificate. The Fall Back Rate payable from time to time in respect of each Variable Rate Trust Certificate will be determined by the Calculation Agent in accordance with the provisions of Condition 5A.3 above (mutatis mutandis) and references therein to “Expected Periodic Distribution Rate” shall mean “Fall Back Rate”. (e) If the Periodic Distribution Amount is payable in respect of a Variable Rate Trust Certificate on the first day of a Periodic Distribution Period relating to such Variable Rate Trust Certificate, the Issuer will pay the Agreed Yield applicable to such Variable Rate Trust Certificate for such Periodic Distribution Period on the first day of such Periodic Distribution Period. If the Periodic Distribution Amount is payable in respect of a Variable Rate Trust Certificate on the last day of an Periodic Distribution Period relating to such Variable Rate Trust Certificate, the Issuer will pay the Periodic Distribution Amount for such Variable Rate Trust Certificate for such Periodic Distribution Period on the last day of such Periodic Distribution Period. Except as provided in Condition 10, no further amounts will be payable on any Trust Certificate from and including the Scheduled Dissolution Date or, as the case may be, any other Dissolution Date. 5A.5 Calculation of Other Amounts If the applicable Pricing Supplement specifies that any other amount is to be calculated by the Calculation Agent, the Calculation Agent will, as soon as practicable after the time or times at which any such amount is to be determined, calculate the relevant amount. The relevant amount will be calculated by the Calculation Agent in the manner specified in the applicable Pricing Supplement. 5A.6 Publication The Calculation Agent will cause each Expected Periodic Distribution Rate and Periodic Distribution Amount determined by it, together with the relevant Periodic Distribution Date, and any other amount(s) required to be determined by it together with any relevant payment date(s) to be notified to the Issuer, the Obligor, the Paying Agents, the Trustee as soon as practicable after such determination but (in the case of each Expected Periodic Distribution Rate, Periodic Distribution Amount and Periodic Distribution Date) in any event not later than the second

50 Business Day following the commencement of the relevant Periodic Distribution Period. Notice thereof shall also promptly be given by the Calculation Agent to the Trust Certificates Holders in accordance with Condition 19. The Calculation Agent will be entitled to recalculate any Periodic Distribution Amount (on the basis of the foregoing provisions) without notice in the event of an extension or shortening of the relevant Periodic Distribution Period. 5A.7 Notifications, etc. to be final The determination of any rate or amount, the obtaining of each quotation and the making of each determination or calculation by the Calculation Agent shall (in the absence of manifest error) be final and binding upon the Issuer, the Obligor, the Trustee, the Principal Paying Agent and the Trust Certificates Holders. 5A.8 Calculation Agent and Reference Banks The Issuer will procure that, so long as any Floating Rate Trust Certificate or Variable Rate Trust Certificate remains outstanding, there shall at all times be three Reference Banks (or such other number as may be required) and, so long as any Floating Rate Trust Certificate or Variable Rate Trust Certificate remains outstanding, there shall at all times be a Calculation Agent. If any Reference Bank (acting through its relevant office) is unable or unwilling to continue to act as a Reference Bank or the Calculation Agent is unable or unwilling to act as such or if the Calculation Agent fails duly to calculate the Periodic Distribution Amount, the Issuer will appoint the Singapore office of a leading bank or merchant bank engaged in the Singapore inter-bank market to act as such in its place. The Issuer shall provide the contact details of such bank appointed to the Agents.

5B. Zero Periodic Distribution Provisions (if specified to be applicable in the applicable Pricing Supplement) This Condition 5B is applicable to the Trust Certificates only if the Zero Periodic Distribution Provisions are specified in the applicable Pricing Supplement as being applicable (in which case, such Trust Certificates shall be “Zero Rate Trust Certificates”). Where a Trust Certificate the Expected Periodic Distribution Basis of which is specified to be Zero Periodic Distribution is repayable prior to the Scheduled Dissolution Date and is not paid when due, the amount due and payable prior to the Scheduled Dissolution Date shall be the Early Dissolution Amount of such Trust Certificate (determined in accordance with Condition 7.6). As from the Scheduled Dissolution Date, a late payment amount shall accrue for any overdue Early Dissolution Amount of such a Trust Certificate at a rate per annum (expressed as a percentage) equal to the Amortisation Yield. 6. Payments 6.1 Payments in respect of Trust Certificates All payments due under the Trust Certificates will be paid on the due date for payment to the Trust Certificates Holder shown in the Register at the close of business on the fifth Payment Business Day before the due date for payment (the “Payment Record Date”). Payments will be made by transfer in freely available and transferable funds to the registered account of the Trust Certificates Holder or by a cheque mailed to the registered address of the Trust Certificates Holder (or to the first name of joint holders) if it does not have a registered account. Payment of any Nominal Value of the Trust Certificates shall only be made against presentation and surrender of the Trust Certificate at the specified office of any Paying Agent. For the purposes of this Condition 6.1, Trust Certificates Holder’s “registered account” means the account denominated in the currency of the Trust Certificates, maintained by or on behalf of such Trust Certificates Holder with a bank that processes payments in such currency, details of which appear on the Register at the close of business on the Payment Record Date, and a Trust Certificates Holder’s “registered address” means its address appearing on the Register at that time. For so long as any of the Trust Certificates is represented by a Global Certificate and the Global Certificate is held by a common depository for Euroclear and Clearstream,

51 Luxembourg, references to “Payment Record Date” shall be to the close of the business day (in the relevant clearing system(s)) prior to the due date for payment. 6.2 Payments subject to Applicable Laws All payments are subject in all cases to any applicable fiscal or other laws, regulations and directives, but without prejudice to the provisions of Condition 11. No commission or expenses shall be charged to the Trust Certificates Holders in respect of such payments. 6.3 Payment only on a Business Day Where payment is to be made by transfer to a registered account, payment instructions (for value the due date or, if that is not a Business Day, for value the first following day which is a Business Day) will be initiated and, where payment is to be made by cheque, the cheque will be mailed in each case by the Singapore Paying Agent, on the Business Day preceding the due date for payment or, in the case of a payment of Nominal Value, if later, on the Business Day on which the Trust Certificate is surrendered at the specified office of a Paying Agent (if surrender is required under these Conditions). Trust Certificates Holders will not be entitled to any additional Periodic Distribution Amount, Dissolution Distribution Amount or, as the case may be, Early Dissolution Amount or other payment for any delay after the due date in receiving the amount due if the due date is not a Business Day, if the Trust Certificates Holder is late in surrendering its Trust Certificate (if required to do so) or if a cheque mailed in accordance with this Condition 6.3 arrives after the due date for payment. If the amount of the Dissolution Distribution Amount or, as the case may be, Early Dissolution Amount or any Periodic Distribution Amount is not paid in full when due, the Registrar will annotate the Register with a record of the amount actually paid. 6.4 Agents The names of the initial Agents and their initial specified offices are set out at the end of these Conditions. The Issuer reserves the right at any time to vary or terminate the appointment of any Agent and to appoint additional or other Agents provided that it ensures that it maintains, at all times, an Issuing and Paying Agent, a Singapore Paying Agent, a Registrar and a Transfer Agent. Notice of any termination or appointment and of any changes in specified offices will be given to Trust Certificates Holders as soon as practicable by the Issuer in accordance with Condition 19. 6.5 Fractions When making payments to Trust Certificates Holders, if the relevant payment is not of an amount which is a whole multiple of a sub-unit, such payment will be rounded to the nearest sub-unit of the relevant Series Contractual Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. 7. Dissolution of Trust 7.1 Dissolution on the Scheduled Dissolution Date Unless previously redeemed, or purchased and cancelled, in their entirety, the Trust Certificates will be redeemed at the Dissolution Distribution Amount payable by the Issuer to the Trust Certificates Holders on the Scheduled Dissolution Date. The Trust shall only be dissolved following payment to the Trust Certificates Holders of such Dissolution Distribution Amount in full. 7.2 Dissolution following a Dissolution Event Upon the occurrence of a Dissolution Event, the Trust Certificates shall be redeemed at the Dissolution Distribution Amount or (in the case of Zero Rate Trust Certificates) the Early Dissolution Amount on the Dissolution Event Redemption Date. The Trust shall only be dissolved following payment to the Trust Certificates Holders of such Dissolution Distribution Amount or (in the case of Zero Rate Trust Certificates) such Early Dissolution Amount in full.

52 7.3 Early Dissolution for Tax Reasons The Trust Certificates may be redeemed by the Issuer in whole, but not in part on a tax redemption date (“Tax Redemption Date”) which may be at any time, on giving not less than 30 nor more than 60 days’ notice to the Trust Certificates Holders in accordance with Condition 19 (which notice shall be irrevocable), at the Dissolution Distribution Amount or (in the case of Zero Rate Trust Certificates) the Early Dissolution Amount, if a Tax Event occurs, where “Tax Event” means: (i) (a) the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 11 as a result of any change in, or amendment to, the laws or regulations of a Relevant Jurisdiction or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the Closing Date (as specified in the applicable Pricing Supplement) and (b) such obligation cannot be avoided by the Issuer taking reasonable measures available to it; or (ii) (a) the Issuer and the Trustee have received notice from the Obligor, the Buyer or the Wakeel that it has or will become obliged to pay additional amounts pursuant to the terms of the Purchase Undertaking, the Commodity Murabahah Investment Agreement or, as the case may be, the Wakalah Agreement as a result of any change in, or amendment to, the laws or regulations of a Relevant Jurisdiction or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the Closing Date and (b) such obligation cannot be avoided by taking reasonable measures available to it. then, provided, however, that no such notice of dissolution shall be given unless a Sale Undertaking Exercise Notice has been received by the Issuer and the Trustee under the Sale Undertaking and no such notice of dissolution shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts if a payment in respect of the Trust Certificates were then due or (in the case of (ii) above) the Obligor, the Buyer or the Wakeel would be obliged to pay such additional amounts if a payment to the Issuer under the Purchase Undertaking, the Commodity Murabahah Investment Agreement, or, as the case may be, the Wakalah Agreement was then due. Prior to the publication of any notice of dissolution pursuant to this paragraph, the Issuer shall deliver to the Trustee (I) a certificate signed by one director or authorised signatory of the Issuer, which shall be binding on the Trust Certificates Holders, stating that the Issuer is entitled to effect such dissolution and setting forth a statement of facts showing that the conditions precedent in (i) or (ii) above and the foregoing paragraph to the right of the Issuer to so redeem have occurred, and (II) an opinion of independent and reputable legal advisers to the effect that the Issuer, the Obligor, the Buyer or, as the case may be, the Wakeel has or will become obliged to pay such additional amounts as a result of such change or amendment. Upon such redemption, the Trust will be dissolved by the Issuer and the Trustee.

7.4 Dissolution at the Option of the Obligor If the Optional Dissolution (Call) is specified in the applicable Pricing Supplement as being applicable, upon the Issuer and the Trustee receiving from the Obligor an irrevocable Sale Undertaking Exercise Notice, the Issuer shall redeem all (and not some only) of the Trust Certificates and the Trust shall be dissolved in whole (and not in part) by the Issuer and the Trustee at the Optional Dissolution Distribution (Call) Amount on the Optional Dissolution (Call) Date specified in such notice (which date shall not be less than 30 days nor more than 60 days after the date on which such Sale Undertaking Exercise Notice is given).

7.5 Dissolution following a Specified Event If the Dissolution (Put) is specified in the applicable Pricing Supplement as being applicable and a Specified Event (as defined in the applicable Pricing Supplement)

53 occurs, the Issuer shall redeem all (and not some only) of the Trust Certificates held by the Trust Certificates Holders on the Dissolution (Put) Date specified in the applicable Pricing Supplement at the Dissolution Distribution (Put) Amount as specified in the applicable Pricing Supplement. Upon payment in full of the Dissolution Distribution (Put) Amount, the Trust shall be dissolved in whole (and not in part) by the Issuer and the Trustee. 7.6 Dissolution following a Total Loss Event Upon the occurrence of a Total Loss Dissolution Event, the Trust Certificates shall be redeemed and the Trust dissolved by the Issuer on the date notified by the Issuing and Paying Agent (the “Total Loss Dissolution Date”) in a notice given to the Trust Certificates Holders provided that the Total Loss Dissolution Date shall be a date no earlier than the fifth day following the occurrence of such Total Loss Dissolution Event. The Trust Certificates shall be redeemed at the Dissolution Distribution Amount or (in the case of Zero Rate Trust Certificates) the Early Dissolution Amount using: (i) the Takaful/ Insurance Proceeds (if any) required to be paid into the Issuing and Paying Agent’s Account by the Wakeel in accordance with the terms of the Wakalah Agreement by no later than the close of business in Singapore on the Total Loss Longstop Date; (ii) the Total Loss Shortfall Amount (if any) required to be paid into the Issuing and Paying Agent’s Account by the Wakeel in accordance with the terms of the Wakalah Agreement no later than the close of business in Singapore on the date falling five days after the Total Loss Longstop Date; and (iii) the outstanding Deferred Sale Price required to be paid into the Issuing and Paying Agent’s Account by the Obligor in accordance with the terms of the Commodity Murabahah Investment Agreement two Business Days prior to the Total Loss Dissolution Date. Notwithstanding the foregoing, if a Total Loss Dissolution Event occurs and an amount greater than the Takaful/Insurance Coverage Amount is credited to the Issuing and Paying Agent’s Account (the difference between the amount credited to the relevant Issuing and Paying Agent’s Account and the Takaful/Insurance Coverage Amount being the “Total Loss Surplus Amount”), then the Wakeel will be entitled to retain the Total Loss Surplus Amount as an incentive fee for the performance of its obligations under the Wakalah Agreement and any Takaful/insurance proceeds received thereafter shall be for the Wakeel’s sole account. 7.7 Redemption on the Longstop Redemption Date To the extent that the Buyer has not made a prepayment in kind in respect of an amount equal to at least 33 per cent. of the Deferred Sale Price under the Commodity Murabahah Investment Agreement (which shall consist of all of the profit amount component and part of the Commodity Price component of the Deferred Sale Price) on or prior to the Longstop Date by transferring the Properties to the Issuer by way of transfer of beneficial ownership in accordance with the terms of the Sale and Purchase Agreement, the Buyer will pay the Deferred Sale Price in full to the Issuer on the date falling two Business Days prior to the Longstop Redemption Date and the outstanding Trust Certificates shall be redeemed in full on the Longstop Redemption Date in an amount equal to 102 per cent. of the outstanding principal amount of the Trust Certificates. To the extent that the Buyer has not made the relevant prepayment in kind on or prior to the Longstop Date, the Issuer shall give notice to the Trust Certificates Holders on the Longstop Date that the Trust Certificates will be redeemed in full on the Longstop Redemption Date. 7.8 Early Dissolution of Zero Rate Trust Certificates (i) The “Early Dissolution Amount” payable in respect of any Zero Rate Trust Certificate, the Early Dissolution Amount of which is not linked to an index and/or formula, upon redemption of such Trust Certificate pursuant to Condition 7.2, 7.3, 7.4 or 7.5, shall be the Amortised Face Amount (calculated as provided below) of such Trust Certificate unless otherwise specified in the Pricing Supplement. (ii) Subject to the provisions of sub-paragraph (iii) below, the “Amortised Face Amount” of any such Trust Certificate shall be the scheduled Dissolution

54 Distribution Amount of such Trust Certificate on the Scheduled Dissolution Date discounted at a rate per annum (expressed as a percentage) equal to the Amortisation Yield (which, if none is shown hereon, shall be such rate as would produce an Amortised Face Amount equal to the issue price of the Trust Certificates if they were discounted back to their issue price on the Closing Date) compounded annually. (iii) If the Early Dissolution Amount payable in respect of any such Trust Certificate upon its redemption pursuant to Condition 7.2, 7.3, 7.4 or 7.5 is not paid when due, the Early Dissolution Amount due and payable in respect of such Trust Certificate shall be the Amortised Face Amount of such Trust Certificate as defined in sub- paragraph (ii) above, except that such sub-paragraph shall have effect as though the date on which the Trust Certificate becomes due and payable were the Relevant Date. The calculation of the Amortised Face Amount in accordance with this sub-paragraph will continue to be made by the Issuer or the Dealers (as well after as before judgment) until the Relevant Date, unless the Relevant Date falls on or after the Scheduled Dissolution Date, in which case the amount due and payable shall be the scheduled Dissolution Distribution Amount of such Trust Certificate on the Scheduled Dissolution Date together with any late payment amount which may accrue in accordance with Condition 5B. Where such calculation is to be made for a period of less than one year, it shall be made on the basis of the Day Count Fraction shown on the face of the Trust Certificate. 7.9 No other Dissolution The Issuer shall not be entitled to redeem the Trust Certificates, and the Issuer (in its capacity as trustee) shall not be entitled to dissolve the Trust, otherwise than as provided in this Condition 7 and Condition 13. 7.10 Effect of Payment in Full of Dissolution Distribution Amount / Early Dissolution Amount Upon payment in full of the Dissolution Distribution Amount or, as the case may be, the Early Dissolution Amount in respect of a Trust Certificate, such Trust Certificate shall cease to represent an undivided proportionate beneficial ownership interest in the Trust Assets and no further amounts shall be payable in respect thereof and the Issuer shall have no further obligations in respect thereof and upon payment in full of all amounts due in respect of all Trust Certificates, the Trust shall be dissolved. 7.11 No Obligation to Monitor The Trustee and the Agents shall not be under any duty to monitor whether any Dissolution Event has occurred and will not be responsible to the Trust Certificates Holders for any loss arising from any failure by it to do so. Until the Trustee has actual knowledge received by the Trust Officer of the Trustee or express notice to the contrary, the Trustee may assume without having to make any enquiries that no such Dissolution Event exists. All calculations under this Condition 7 shall be performed by the Issuer. Neither the Trustee nor the Agent shall have any duty to verify the calculations. Neither the Trustee nor the Agents shall be liable in any respect to any person for the accuracy or inaccuracy of such calculations. 8. Purchase of Trust Certificates by Issuer and Obligor 8.1 Purchase of Trust Certificates by Issuer The Issuer or any of its related corporations may at any time purchase Trust Certificates whether in the open market or by private treaty or otherwise, and upon such purchase, the Issuer or any of its related corporations may at its option and subject to prevailing laws and regulations retain such purchased Trust Certificates for its own account or sell them or otherwise deal with them. Any Trust Certificates which have been purchased and which are held by the Issuer or its related corporations but are not cancelled will not entitle the Issuer or such related corporation to vote at any meetings of Trust Certificates Holders and will not be deemed to be Outstanding Trust Certificates for the purpose of

55 determining the total votes exercisable by the Trust Certificates Holders whenever such determination is required under the Trust Deed or these Conditions and will not be included for the purpose of determining quorums of the Trust Certificates Holders. If the Issuer or any of its related corporations wish to cancel any Trust Certificates purchased by it, it shall surrender such Trust Certificates to the Issuing and Paying Agent for cancellation. 8.2 Purchase of Trust Certificates by Obligor The Obligor or any related corporations of Sabana REIT may at any time purchase Trust Certificates in the market or by private treaty, and upon such purchase, the Obligor or any related corporations of Sabana REIT may at its option and subject to prevailing laws and regulations retain such purchased Trust Certificates for its own account or sell them or otherwise deal with them. Any Trust Certificates which have been purchased and which are held by the Obligor or any related corporation of Sabana REIT but are not cancelled will not entitle the Obligor or such related corporation to vote at any meetings of Trust Certificates Holders and will not be deemed to be Outstanding Trust Certificates for the purpose of determining the total votes exercisable by the Trust Certificates Holders whenever such determination is required under the Trust Deed or these Conditions and will not be included for the purpose of determining quorums of the Trust Certificates Holders. If the Obligor or any related corporation of Sabana REIT wish to cancel any Trust Certificates purchased by it, it shall surrender such Trust Certificates to the Issuing and Paying Agent for cancellation and shall notify the Issuer and the Trustee in accordance with Condition 19. 9. Cancellations All Trust Certificates that are: (a) redeemed in full; or (b) purchased and held by the Obligor and for which the Obligor elects to be cancelled, such election to be immediately notified to the Issuer; or (c) purchased and held by the Issuer and for which the Issuer elects to be cancelled; or (d) purchased and held by any of the related corporations of Sabana REIT and for which such related corporation elects to be cancelled, such election to be immediately notified to the Issuer; or (e) purchased and held by any of the related corporations of the Issuer and for which such related corporation elects to be cancelled, such election to be immediately notified to the Issuer; or (f) worn-out, mutilated or defaced, destroyed, lost or stolen and have been surrendered and replaced pursuant to Condition 16 or as provided in the Trust Deed, shall forthwith be cancelled or treated as cancelled and accordingly may not be resold, and the Issuer shall give or procure to be given: (i) in the case of cancellation of Trust Certificates due to the purchase of Trust Certificates by the Obligor, the related corporations of Sabana REIT, the Issuer or its related corporations, immediate notice to the Trustee and the Issuing and Paying Agent; and (ii) in the case of cancellation of Trust Certificates due to any other circumstances, a certificate to the Trustee stating: (I) the Aggregate Nominal Value of the Trust Certificates which have been so surrendered, redeemed, purchased or replaced; and (II) the certificate numbers of such Trust Certificates (if applicable), as soon as possible and in any event within 14 days after the date of such surrender, redemption, purchase, or replacement (as the case may be). The Trustee may accept such certificate as conclusive evidence of surrender, payment, purchase or replacement of such Trust Certificates or payment of any amount thereon and of cancellation of such Trust Certificates.

56 10. Late Payment Amount In the event of any delay in payments of any amounts due from the Obligor under the sale agreement entered into pursuant to the Purchase Undertaking or the other Transaction Documents in respect of a Series, the Obligor shall pay to the Issuer a late payment amount in respect of the period from, and including, the due date of such payment to, but excluding, the date of full payment, calculated on a daily basis as the product of (a) a late payment rate of two per cent.; (b) the due but unpaid amount; and (c) a fraction of which the numerator is the number of days from, and including, the due date for payment of the unpaid amount to, but excluding, the date of full payment, and the denominator of which is 365. The Issuer shall pay to the Trust Certificates Holders, and the Trust Certificates Holders are allowed to retain, up to half of the late payment amount, being the late payment amount attributable to a late payment rate of one per cent.. The excess over the amount will be paid by the Issuer, to charity in accordance with the guidelines of the Series Shari’ah Adviser for that Series of Trust Certificates.

11. Taxation All payments by the Issuer in respect of the Trust Certificates shall be made free and clear of, and without deduction or withholding for or on account of, taxes, levies, duties, assessments or charges of any nature now or hereafter imposed, levied, collected, withheld or assessed by or within Singapore or any political subdivision or any taxing authority thereof (“Taxes”). If the Issuer is required by law or regulation to make any deduction or withholding for or on account of Taxes, the Issuer shall pay such additional amounts as shall be necessary in order that the net amounts received by any Trust Certificates Holder after such deduction or withholding shall equal the amount which would have been receivable hereunder in the absence of such deduction or withholding. Neither the Trustee nor the Agents shall be responsible or liable for (a) determining whether the Issuer is liable to pay any taxes or the amounts payable, or (b) determining the sufficiency or insufficiency of any amounts so paid. Neither the Trustee nor the Agents shall be responsible to any persons for any loss arising from any failure by it to do so.

12. Prescription Claims in respect of amounts due in respect of the Trust Certificates will become prescribed and become void unless made within periods of three years (in the case of any Dissolution Distribution Amount or, as the case may be, any Early Dissolution Amount) and three years (in the case of Periodic Distribution Amounts) from the Relevant Date in respect of the Trust Certificates.

13. Dissolution Events 13.1 Dissolution Events It is a Dissolution Event if at any time and for any reason, whether within or beyond the control of the Issuer or the Obligor, any one of the following events occurs: (a) default is made in the payment of the Dissolution Distribution Amount or, as the case may be, the Early Dissolution Amount on the date fixed for payment thereof or default is made in the payment of any Periodic Distribution Amount on the due date for payment thereof; (b) the Issuer defaults in the performance or observance of or compliance with any of its other obligations or undertakings under the Transaction Documents to which it is a party and such default is not capable of remedy or (if capable of remedy) is not remedied within 30 days after written notice of such default shall have been given to the Issuer by the Trustee; (c) a Sabana Event occurs; (d) the Issuer repudiates any Transaction Document to which it is a party or does or causes to be done any act or thing evidencing an intention to repudiate any Transaction Document to which it is a party;

57 (e) any representation, warranty or statement made or given by the Issuer in any of the Transaction Documents to which it is a party or in any certificate, document or statement furnished at any time pursuant to the terms of the Trust Certificates and/ or any of the other Transaction Documents is not complied with in any respect or is or proves to have been incorrect or misleading in any respect on or as of the date made or given or deemed made or given, and if the event resulting in such non- compliance or incorrectness is, in the opinion of the Trustee, capable of being remedied, it is not, in the opinion of the Trustee, remedied by the Issuer within a period of 30 days after notice of such non-compliance or incorrectness shall have given by the Trustee to the Issuer;

(f) at any time it is or will become unlawful or impossible for the Issuer (by way of insolvency or otherwise) to perform or comply with any or all of its obligations under the Transaction Documents or any of the obligations of the Issuer under the Transaction Documents are not or cease to be legal, valid, binding and enforceable;

(g) any step is taken by government authority or agency with a view to the seizure, compulsory acquisition, expropriation or nationalisation of all or a material part of the assets of the Issuer, Obligor or any of the Principal Subsidiaries, without compensation, and such seizure, compulsory acquisition, expropriation or nationalisation has a Material Adverse Effect;

(h) either (a) the Issuer becomes insolvent or is unable to pay its debts as they fall due, (b) stops, suspends or threatens to stop or suspend payment of all or any material part of (or of a particular type of) its indebtedness (other than those contested in good faith and by appropriate proceedings), (c) a receiver, trustee, administrator, liquidator, agent or similar officer of the whole or substantially the whole of the undertaking, assets and revenues of the Issuer is appointed (or an application for any such appointment is made and is not discharged or dismissed within 14 days of application), (d) the Issuer takes any action for a readjustment or deferment of any of its obligations or makes a general assignment or an arrangement or composition with or for the benefit of its creditors or declares a moratorium in respect of any of its indebtedness or any guarantee of any indebtedness given by it or (e) the Issuer ceases or threatens to cease to carry on all or substantially the whole of its business or disposes or threatens to dispose of the whole or any part of its property or assets;

(i) a petition or an originating summons is presented or an order or decree is made or an effective resolution is passed for the winding up, liquidation or dissolution of the Issuer; or

(j) any event occurs which under the laws of Singapore has an analogous effect to any of the events referred to in paragraph (h) and (i) above.

For purposes of this Condition 13.1, each of the following events or circumstances shall constitute a “Sabana Event”:

(i) the Obligor defaults in the payment of any amounts payable by it to the Issuer pursuant to any Transaction Document and such default is not cured within five days of the due date for payment;

(ii) the Obligor defaults in the performance of any other covenant or obligation in the Transaction Documents and, if such default is capable of remedy, such default shall continue for a period of 30 days after written notice thereof shall have been given to the Obligor by the Trustee;

(iii) the Obligor repudiates any Transaction Document to which it is a party or does or causes to be done any act or thing evidencing an intention to repudiate any Transaction Document to which it is a party;

(iv) any representation, warranty or statement made or given by the Obligor in any of the Transaction Documents to which it is a party or in any certificate, document or

58 statement furnished at any time pursuant to the terms of the Trust Certificates and/ or any of the other Transaction Documents is not complied with in any respect or is or proves to have been incorrect or misleading in any respect on or as of the date made or given or deemed made or given, and if the event resulting in such non- compliance or incorrectness is, in the opinion of the Trustee (acting on instructions of the Trust Certificates Holders), capable of being remedied, it is not, in the opinion of the Trustee, remedied by the Obligor within a period of 30 days after notice of such non-compliance or incorrectness shall have been given by the Trustee to the Obligor; (v) any litigation, arbitration or administrative proceeding (other than those of a frivolous or vexatious nature and which are discharged within 30 days) against the Obligor, Sabana REIT or any Principal Subsidiary of Sabana REIT, is current or pending (i) to restrain the exercise of any of the rights and/or the performance or enforcement of or compliance with any of their respective obligations under any of the Transaction Documents or (ii) which has or is likely to have a Material Adverse Effect; (vi) at any time it is or will become unlawful or impossible for the Obligor (by way of insolvency or otherwise) to perform or comply with any or all of its obligations under the Transaction Documents or any of the obligations of the Obligor under the Transaction Documents are not or cease to be legal, valid, binding and enforceable; (vii) (a) any Indebtedness of the Obligor or any Principal Subsidiary of Sabana REIT is not paid when due or (as the case may be) within any originally applicable grace period; or (b) any such Indebtedness becomes (or becomes capable of being declared) due and payable prior to its stated maturity otherwise than at the option of the Obligor or (provided that no event of default, howsoever described, has occurred) any person entitled to such Indebtedness; or (c) the Obligor or any Principal Subsidiary of Sabana REIT fails to pay when due any amount payable by it under any guarantee of any Indebtedness, provided that the amount of Indebtedness referred to in sub-paragraph (a) and/or sub-paragraph (b) above and/or the amount payable under any guarantee referred to in sub-paragraph (c) above, individually or in the aggregate, exceeds S$ 10,000,000 (or its equivalent in any other currency or currencies); (iv) one or more final judgment(s) or final order(s) given by any court of competent jurisdiction for the payment of any amount is rendered against the Obligor or any subsidiary of Sabana REIT and continue(s) unsatisfied and unstayed for a period of 14 days after the date(s) thereof or, if later, the date therein specified for payment; (viii) a secured party takes possession, or a receiver, manager or other similar officer is appointed, of the whole or any part of the undertaking, assets and revenues of the Obligor, Sabana REIT or any Principal Subsidiary of Sabana REIT; (ix) (a) the Obligor, Sabana REIT or any Principal Subsidiary of Sabana REIT becomes insolvent or is unable to pay its debts as they fall due, (b) an administrator or liquidator of the Obligor, Sabana REIT or any Principal Subsidiary of Sabana REIT or the whole or any part of the undertaking, assets and revenues of the Obligor, Sabana REIT or any subsidiary of Sabana REIT is appointed (or an application for any such appointment is made and is not discharged or dismissed within 21 days of application), (c) the Obligor, Sabana REIT or any Principal Subsidiary of Sabana REIT takes any action for a readjustment or deferment of any of its obligations or makes a general assignment or an arrangement or composition with or for the benefit of its creditors or declares a moratorium in respect of any of its Relevant Indebtedness or any Relevant Sukuk Obligation or any guarantee of any Relevant Indebtedness or Relevant Sukuk Obligation given by it, (d) the Obligor, Sabana REIT or any Principal Subsidiary of Sabana REIT ceases or threatens to cease to carry on all or any substantial part of its business of the ownership and operation of assets comprised in Sabana REIT or such Principal Subsidiary of Sabana REIT, as the case may be, (e) Sabana REIT is dissolved for any reason;

59 (x) an order is made or an effective resolution is passed for the winding up, liquidation or dissolution of the Obligor, Sabana REIT or any Principal Subsidiary of Sabana REIT or for the disposal of a substantial part of the assets of Sabana REIT or such Principal Subsidiary of Sabana REIT, as the case may be; (xi) the termination of Sabana REIT in accordance with the Sabana Trust Deed; (xii) any event occurs which under the laws of Singapore has an analogous effect to any of the events referred to in paragraphs (vii) to (xi) above; (xiii) (1) (a) HSBC Institutional Trust Services (Singapore) Limited (in its capacity as trustee of Sabana REIT) (or any replacement or successor thereto) resigns or is removed , (b) an order is made for the winding-up of HSBC Institutional Trust Services (Singapore) Limited, a receiver, judicial manager, administrator, agent or similar officer of HSBC Institutional Trust Services (Singapore) Limited is appointed; and/or (c) there is a declaration, imposition or promulgation in Singapore or in any relevant jurisdiction of a moratorium, any form or exchange control of any law, directive or regulation of any agency or the amalgamation, reconstruction or reorganisation of HSBC Institutional Trust Services (Singapore) Limited which prevents or restricts the ability of the Issuer or the Obligor to perform each of their obligations under any of the Transaction Documents to which it is a party or any of the Trust Certificates and (2) the replacement or substitute trustee of Sabana REIT is not appointed in accordance with the terms of the Sabana Trust Deed; (xiv) Sabana Real Estate Investment Management Pte Ltd (in its capacity as manager of Sabana REIT) (or any replacement or successor thereto) is removed pursuant to the terms of the Sabana Trust Deed, and the replacement or substitute manager is not appointed in accordance with the terms of the Sabana Trust Deed; (xv) the delisting of the units in Sabana REIT from the SGX-ST; (xvi) the Issuer, the Obligor or any of the Principal Subsidiaries is declared by the Minister of Finance to be a declared company under the provisions of Part IX of the Companies Act, Chapter 50 of Singapore; (xvii) for any reason the Obligor ceases to own (directly or indirectly) the whole of the issued share capital for the time being of the Issuer; or (xviii) the Obligor loses its right to be indemnified out of the assets of Sabana REIT in accordance with the terms of the Sabana Trust Deed in respect of all liabilities, claims, demands and actions under or in connection with any of the Transaction Documents or the Trust Certificates.

13.2 Declaration of Dissolution Event At any time after the occurrence of a Dissolution Event, the Trustee may at its discretion, and shall upon the written instructions of the Trust Certificates Holders holding not less than 25 per cent. in Nominal Value of the Outstanding Trust Certificates or if so directed by the Trust Certificates Holders by Extraordinary Resolution (provided that the Trustee shall have been indemnified and/or secured and/or prefunded to its satisfaction), give notice in writing to the Issuer and the Obligor that a Dissolution Event has occurred and declare the Trust Certificates immediately due and payable. Immediately following receipt of such notice of a Dissolution Event, the Trustee shall exercise its rights under the Purchase Undertaking and use the Purchase Price received from the Obligor under the Purchase Undertaking to redeem the Trust Certificates at the Dissolution Distribution Amount or (in the case of Zero Rate Trust Certificates) the Early Dissolution Amount on the date specified in the Purchase Undertaking Exercise Notice (the “Dissolution Event Redemption Date”). The Trust shall be dissolved on the day after the last Outstanding Trust Certificate has been redeemed in full.

60 13.3 No Effect on Duties or Obligations of Issuer If the Trustee makes any declaration under Condition 13.2: (a) the declaration does not affect or diminish the duties and obligations of the Issuer under the Trust Certificates (other than those which have become void in accordance with its terms) or the other Transaction Documents; and (b) the Issuer must continue to perform its obligations under the Trust Certificates and the other Transaction Documents as if the declaration had not been made, subject to any directions that may be given by the Trustee from time to time. 14. Covenants The Issuer has covenanted in the Master Trust Deed (as amended and supplemented by the Supplemental Trust Deed) that, among other things, for so long as any Trust Certificate is outstanding, it shall not: (a) create or permit to exist any Security Interest upon the whole or any part of its property, assets or revenues, present or future, other than liens arising in the ordinary course of business by operation of law and not by way of contract; (b) have any subsidiaries or employees; (c) without the prior consent of the Trustee (such consent, if any, to be given at its absolute discretion and without any obligation to do so), alter any provision of its Memorandum and Articles of Association in a manner inconsistent with the provisions of the Transaction Documents, save in respect of amendments of a formal, minor or technical nature or to correct a manifest error or to comply with mandatory provisions of Singapore law; (d) reduce its paid-up share capital whether by varying the amount, structure or value thereof or the rights attached thereto or by converting any of its share capital into stock, or by consolidating, dividing or sub-dividing all or any of its shares, or by any other manner, or pay any dividend (whether in cash or in specie) or make any distribution to its shareholder; (e) incur any financial indebtedness, save and except in respect of the Trust Certificates, nor give any guarantee in respect of any financial indebtedness to any person or entity whatsoever; (f) obtain or permit to exist any loans / financings or advances from its shareholders, save for subordinated loans / financings or advances which are obtained for the purposes of the Issuer’s operating expense; and provided that the aggregate principal amount of such subordinated loans / financings and advances outstanding shall not exceed in aggregate S$50,000 (or its equivalent in any other currency or currencies) at that time; (g) other than the transactions contemplated under the Transaction Documents and a services agreement to be entered into between the Obligor and the Issuer for the Issuer to perform and provide corporate administrative services necessary and appropriate in the maintenance of the Programme, enter into any agreement with its shareholders unless such agreement is entered into: (i) in the ordinary course of its business; (ii) on an arms-length basis; and (iii) will not have a Material Adverse Effect; (h) other than the transactions contemplated under the Transaction Documents, enter into any contract, transaction, amendment, obligation or liability, or do any thing or engage in any business activity other than: (i) any contract or transaction entered into by the Issuer in the ordinary course of its business in connection with the establishment and on-going management and affairs of the Issuer; (ii) as provided for or permitted in the Transaction Documents;

61 (iii) the ownership, management and disposal of the Trust Assets as provided in the Transaction Documents; and (iv) such other matters which are incidental thereto; (i) use the proceeds of the Trust Certificates except for the purposes set out in the Programme Agreement; (j) provide financing to any party other than to the Obligor; and (k) take steps to wind up or dissolve itself. 15. Enforcement and Exercise of Rights 15.1 Enforcement by Trustee Notwithstanding anything in the Trust Deed or these Conditions, the Trustee may at any time after a declaration has been made by it under Condition 13.2, at its discretion, take such proceedings against the Issuer and the Obligor as it may think fit, to enforce the provisions of the Trust Deed and the Trust Certificates and the other Transaction Documents, but it need not take any such proceedings unless (a) it shall have been so directed by an Extraordinary Resolution or so requested in writing by Trust Certificates Holders holding at least 25 per cent. in Nominal Value of the Outstanding Trust Certificates, and (b) it shall have been indemnified and/or secured and/or prefunded to its satisfaction, and such provisions may be enforced and proceedings may be taken without notice to or consent by the Issuer, the Obligor or any other person, even if the Trustee accepts any part of the amounts mentioned in Condition 13.2 after a Dissolution Event has occurred. This Condition 15.1 is subject to Condition 3.2. 15.2 Trust Certificates Holders not entitled to Proceed Directly No Trust Certificates Holder may proceed directly against the Issuer or the Obligor under any Transaction Document to which either of them is a party unless the Trustee, having become bound to proceed pursuant to the provisions of the Trust Deed fails to do so within a reasonable period (which in any event shall not exceed 30 days after the Trustee is bound to proceed) and such failure is continuing or unless otherwise permitted under the terms of the Trust Deed. This Condition 15.2 is subject to Condition 3.2. Under no circumstances shall any Trust Certificates Holder have any right to cause the sale or other disposition of any of the Trust Assets and the sole right of the Trust Certificates Holders against the Issuer and the Obligor shall be to enforce their obligations under the Transaction Documents. 16. Replacement of Trust Certificates If any Trust Certificate is lost, stolen, mutilated, defaced or destroyed, it may be replaced, subject to applicable laws, regulations and stock exchange or other relevant authority regulations, at the specified office of the Registrar or the Issuing and Paying Agent or such other Paying Agent or Transfer Agent, as the case may be, as may from time to time be designated by the Issuer for the purpose and notice of whose designation is given to the Trust Certificates Holders, in each case on payment by the claimant of the fees and costs incurred in connection therewith and on such terms as to evidence, security, prefunding and indemnity (which may provide, inter alia, that if the allegedly lost, stolen or destroyed Trust Certificate is subsequently presented for payment, there shall be paid to the Issuer on demand the amount payable by the Issuer in respect of such Trust Certificates) and otherwise as the Issuer may require. Mutilated or defaced Trust Certificates must be surrendered before replacements will be issued. 17. Meetings of Trust Certificates Holders, Modification, Waiver and Authorisation 17.1 Meetings of Trust Certificates Holders The Master Trust Deed (as amended and supplemented by the Supplemental Trust Deed) contains provisions for convening meetings of Trust Certificates Holders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these Conditions or any provisions of the Master Trust Deed (as amended and supplemented by the Supplemental Trust Deed). Such a

62 meeting may be convened by Trust Certificates Holders holding not less than 10% in Nominal Value of the Outstanding Trust Certificates. The quorum for any meeting convened to consider an Extraordinary Resolution shall be two or more persons holding or representing a clear majority in Nominal Value of the Outstanding Trust Certificates, or at any adjourned meeting two or more persons being or representing Trust Certificates Holders whatever the Nominal Value of the Trust Certificates held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (a) to modify any date (including the Scheduled Dissolution Date) on which any payment is to be made in respect of the Trust Certificates, (b) to reduce or cancel all or any part of the Nominal Value of, or any amounts stated to be due and owing (including any Periodic Distribution Amounts) on, the Trust Certificates, (c) to vary the method or basis of calculating any Periodic Distribution Amounts, (d) to change the currency of payment of the Trust Certificates or (e) to modify the provisions concerning quorum required at meetings of Trust Certificates Holders or the majority required to pass an Extraordinary Resolution or to sign a resolution in writing, in which case the necessary quorum shall be two or more persons holding or representing not less than 75%, or at any adjourned meeting not less than 25%, in Nominal Value of the Outstanding Trust Certificates. Any Extraordinary Resolution duly passed shall be binding on Trust Certificates Holders (whether or not they were present at the meeting at which such resolution was passed).

17.2 Modification and Waiver The Trustee may agree, without the consent or sanction of the Trust Certificates Holders, to (a) any modification of any of the provisions of the Trust Deed that is of a formal, minor or technical nature or is made to correct a manifest error or to comply with mandatory provisions of applicable law, and (b) any waiver or authorisation of any breach or potential breach, of any of the provisions of the Trust Deed that is in the opinion of the Trustee not materially prejudicial to the interests of the Trust Certificates Holders. The Trustee may (but shall not be obliged to) also agree to any other modification to the Trust Deed (except as mentioned in the Trust Deed) that is in the opinion of the Trustee not materially prejudicial to the interests of the Trust Certificates Holders. Any such modification, authorisation or waiver shall be binding on the Trust Certificates Holders and, if the Trustee so requires, such modification shall be notified to the Trust Certificates Holders as soon as practicable in accordance with Condition 19.

17.3 Entitlement of the Trustee In connection with the exercise of its functions (including but not limited to those referred to in this Condition) the Trustee shall have regard to the interests of the Trust Certificates Holders as a class and shall not have regard to the tax or other consequences of such exercise for individual Trust Certificates Holders and the Trustee shall not be entitled to require, nor shall any Trust Certificates Holders be entitled to claim, from the Issuer any indemnification or payment in respect of any tax consequence of any such exercise upon individual Trust Certificates Holders.

18. Indemnification of the Trustee The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including provisions relieving it from taking proceedings to enforce the performance of any provision of the Trust Deed or the Trust Certificates unless indemnified and/ or secured and/or prefunded to its satisfaction. The Trustee shall be entitled to enter into business transactions with the Issuer without accounting for any profit resulting from those transactions.

19. Notices Notices to the Trust Certificates Holders will be valid if published in a daily newspaper of general circulation in Singapore (or, if the Trust Certificates Holders of any Series of Trust Certificates can be identified, notices to such Trust Certificates Holders will also be valid if they are given to each of such Trust Certificates Holders). It is expected that such publication will be made in The Business Times. Notices will, if published more than once or on different dates, be deemed to have been given on the date of the first publication in such newspaper as provided above.

63 Until such time as any Definitive Certificates (as defined in the Master Trust Deed) are issued, there may, so long as the Global Certificate is held in its entirety on behalf of Euroclear, Clearstream, Luxembourg and/or the Depository, be substituted for such publication in such newspapers the delivery of the relevant notice to Euroclear, Clearstream, Luxembourg and/or the Depository for communication by it to the Trust Certificates Holders, except that if the Trust Certificates are listed on the Singapore Exchange Securities Trading Limited and the rules of such exchange so require, notice will in any event be published in accordance with the previous paragraph. Any such notice shall be deemed to have been given to the Trust Certificates Holders on the seventh day after the day on which the said notice was given to Euroclear, Clearstream, Luxembourg and/or the Depository. Notices to be given by any Trust Certificates Holder pursuant hereto (including to the Issuer) shall be in writing and given by lodging the same, together with the relative Trust Certificate(s), with the Issuing and Paying Agent. Whilst the Trust Certificates are represented by a Global Certificate, such notice may be given by any Trust Certificates Holder to the Issuing and Paying Agent through Euroclear, Clearstream, Luxembourg and/or the Depository in such manner as the Issuing and Paying Agent and Euroclear, Clearstream, Luxembourg and/or the Depository may approve for this purpose. Notwithstanding the other provisions of this Condition, in any case where the identity and addresses of all the Trust Certificates Holders are known to the Issuer, notices to such Trust Certificates Holders may be given individually by recorded delivery mail to such addresses and will be deemed to have been given when received at such addresses.

20. Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore No person shall have any right to enforce any term or condition of the Trust Certificates under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore except and to the extent (if any) that the Trust Certificates expressly provide for such Act to apply to any of their terms.

21. Governing Law, Submission to Jurisdiction and Waiver of Interest 21.1 Governing Law The Transaction Documents are governed by, and will be construed in accordance with, the laws of Singapore.

21.2 Jurisdiction The Courts of Singapore are to have jurisdiction to settle any disputes that may arise out of or in connection with any Trust Certificates and accordingly any legal action or proceedings (“Proceedings”) arising out of or in connection with any Trust Certificates may be brought in such courts. The Issuer has in the Trust Deed irrevocably submitted to the jurisdiction of such courts.

21.3 Waiver of Interest For the avoidance of doubt and notwithstanding any other provision to the contrary contained in these Conditions, nothing in these Conditions shall oblige or entitle any Trust Certificates Holder to, nor shall any Trust Certificates Holder pay, receive or recover interest on any amount due and payable to another party.

22. Acknowledgement by parties (a) Notwithstanding any provision to the contrary in the Trust Deed or the Trust Certificates, each of the Issuer, the Trustee, the Agents and the Trust Certificates Holders agree and acknowledge that HSBC Institutional Trust Services (Singapore) Limited (“HSBCIT”) has entered into the Trust Deed in its capacity as trustee of Sabana REIT and not in its personal capacity and all references to the Obligor in the Trust Deed and the Trust Certificates shall be construed accordingly. As such, notwithstanding any provision to the contrary in the Trust Deed or the Trust Certificates, HSBCIT has assumed all obligations under the Trust Deed and the Trust Certificates in its capacity as trustee of Sabana REIT and not in its personal capacity and any liability of or indemnity, covenant, undertaking, representation and/or warranty given by the Obligor under the Trust Deed and the Trust

64 Certificates is given by HSBCIT in its capacity as trustee of Sabana REIT and not in its personal capacity and any power and right conferred on any receiver, attorney, agent and/or delegate is limited to the assets of or held on trust for Sabana REIT and shall not extend to HSBCIT’s personal assets or any assets held by HSBCIT as trustee of any other trust. Any obligation, matter, act, action or thing required to be done, performed, or undertaken by the Obligor under the Trust Deed and the Trust Certificates shall only be in connection with the matters relating to Sabana REIT and shall not extend to HSBCIT’s obligations in respect of any other trust or real estate investment trust of which it is trustee. The foregoing shall not restrict or prejudice the rights or remedies of the Issuer, the Trustee, the Agents or the Trust Certificates Holders under law or equity whether in connection with any gross negligence, fraud or wilful default of the Obligor.

(b) Notwithstanding any provision to the contrary in the Trust Deed or the Trust Certificates, each of the Issuer, the Trustee, the Agents and the Trust Certificates Holders hereby acknowledge and agree that the Obligor’s obligations under the Trust Deed and the Trust Certificates will be solely the corporate obligations of the Obligor and that each of the Issuer, the Trustee, the Agents and the Trust Certificates Holders shall not have any recourse against the shareholders, directors, officers or employees of HSBCIT for any claims, losses, damages, liabilities or other obligations whatsoever in connection with any of the transactions contemplated by the provisions of the Trust Deed or the Trust Certificates. The foregoing shall not restrict or prejudice the rights or remedies of the Issuer, the Trustee, the Agents or the Trust Certificates Holders under law or equity whether in connection with any gross negligence, fraud or wilful default of the Obligor.

(c) For the avoidance of doubt, any legal action or proceedings commenced against the Obligor whether in Singapore or elsewhere pursuant to the Trust Deed or the Trust Certificates shall be brought in its capacity as the trustee of Sabana REIT and not in HSBCIT’s personal capacity. The foregoing shall not restrict or prejudice the rights or remedies of the Issuer, the Trustee, the Agents or the Trust Certificates Holders under law or equity whether in connection with any gross negligence, fraud or wilful default of the Obligor.

(d) Each Party agrees that it will not dispute the enforceability of any provision of any of the Transaction Documents on grounds that such provision or the transactions contemplated under the Transaction Documents are not Shari’ah compliant or contrary to any requirements under its constitutional documents for any transactions to be Shari’ah compliant.

23. Definitions and Interpretation

23.1 Definitions

In these Conditions:

“Additional Lease Period” has the meaning given to it in the Purchase Undertaking;

“Additional Rental Amount” means the amount of rental accrued due and payable during any Additional Lease Period;

“Agents” means any of the Issuing and Paying Agent, the Singapore Paying Agent, the Paying Agents, the Registrar or the Transfer Agent appointed by the Issuer pursuant to the Agency Agreement;

“Aggregate Nominal Value” means, at any time, the aggregate nominal value of the outstanding Trust Certificates;

“Amortisation Yield” (if applicable) has the meaning ascribed to it in the Pricing Supplement applicable to the Trust Certificates;

“Asset Substitution Date” means the date of the Sale and Purchase Agreement;

“Business Centres” means, in respect of a Series (as defined in the Master Trust Deed), the business centres set out in the Pricing Supplement (as defined in the Master Trust Deed) of such Series;

65 “Business Day” means: (a) in the case of a currency other than euro, a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets settle payments in the principal financial centre for such currency; and/or (b) in the case of euro, a day on which the TARGET System is operating; and/or (c) in the case of a currency and/or one or more Business Centres a day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange markets settle payments in such currency in the Business Centre(s) or, if no currency is indicated, generally in each of the Business Centres; and (d) in the case of each of the above paragraphs, shall also mean a day (other than a Saturday or Sunday) on which commercial banks are open for business in the city in which the specified office of the Issuing and Paying Agent (as defined in the Master Trust Deed) is located;

“Business Day Convention” shall have the meaning ascribed to it in the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc.;

“Calculation Agent” means the Issuing and Paying Agent or such other person specified in the applicable Pricing Supplement as the party responsible for calculating the Periodic Distribution Amount and/or such other amount(s) as may be specified in the applicable Pricing Supplement in accordance with Condition 5A;

“Closing Date” means the date of issue of the Trust Certificates; “Commodities” has the meaning given to it in the Commodity Murabahah Investment Agreement;

“Commodity Agent” means the commodity agent named as such in the Commodity Murabahah Investment Agreement;

“Commodity Murabahah Investment Agreement” means a commodity murabahah investment agreement to be entered into on the Closing Date between the Issuer, the Obligor (as buyer), the Wakeel, the Trustee and the Commodity Agent;

“Commodity On-Sale Agency Agreement” means a commodity on-sale agency agreement entered into on the Closing Date between the Obligor (as buyer) and the Commodity Agent in its capacity as commodity on-sale agent;

“Commodity Price” has the meaning given to it in the Commodity Murabahah Investment Agreement;

“Costs Undertaking Deed” means a costs undertaking deed dated 16 April 2013 and executed by the Obligor;

“Day Count Fraction” means, in relation to a Periodic Distribution Period or any other period in respect of which a payment is due to be made, the number of days from and including the first day of that period to but excluding the last day of that period, divided by 365 or such other period specified in the Pricing Supplement;

“Deed of Covenant” means the deed of covenant dated on or before the Closing Date executed as a deed poll by the Issuer in relation to the Trust Certificates;

“Deferred Sale Price” has the meaning given to it in the Commodity Murabahah Investment Agreement;

“Depository Agreement” means the application form dated on or around 16 April 2013 signed by the Issuer and accepted by the Depository together with the terms and conditions for the provision of depository services by the Depository referred to therein;

“Dissolution Date” means, as the case may be, (a) the Scheduled Dissolution Date, (b) following the occurrence of a Dissolution Event (as defined in Condition 13), the Dissolution Event Redemption Date, (c) the date on which the Trust Certificates are

66 redeemed in accordance with Condition 7.2, (d) the date on which the Trust Certificates are redeemed in accordance with Condition 7.3, (e) the Optional Dissolution (Call) Date in accordance with the provisions of Condition 7.4, (f) the Dissolution (Put) Date in accordance with the provisions of Condition 7.5, (g) the Total Loss Dissolution Date in accordance with the provisions of Condition 7.6, (h) the Longstop Redemption Date in accordance with the provisions of Condition 7.7 or (i) the date on which Trust Certificates are cancelled in accordance with Condition 8; “Dissolution Distribution Amount” means an amount equal to the Aggregate Nominal Value plus any accrued but unpaid Periodic Distribution Amounts (if any) or if so specified in the applicable Pricing Supplement, an amount equal to the Aggregate Nominal Value of the Trust Certificates issued plus the accrued Premium, or otherwise as set out in the Pricing Supplement; “Dissolution Distribution (Put) Amount” means the dissolution distribution (put) amount as specified in the applicable Pricing Supplement; “Dissolution Event” means any of the events specified as such in Condition 13; “Dissolution (Put)” means the dissolution (put) described in Condition 7.5; “Dissolution (Put) Date” means the date as specified in the Pricing Supplement; “Dissolution (Put) Period” means the dissolution (put) period specified in the applicable Pricing Supplement; “Expected Periodic Distribution Rate” has the meaning ascribed to it in the Pricing Supplement applicable to the Trust Certificates and calculated or determined in accordance with the provisions of these Conditions and/or the applicable Pricing Supplement; “Extraordinary Resolution” means a resolution passed at a meeting of Trust Certificates Holders duly convened and held in accordance with the provisions of Schedule 3 of the Master Trust Deed; “Group” means Sabana REIT and its subsidiaries and “member of the Group” shall be construed accordingly; “Indebtedness” means any indebtedness of any person for money financed or raised including (without limitation) any indebtedness for or in respect of: (a) amounts raised by acceptance under any acceptance credit facility; (b) amounts raised under any note purchase facility; (c) the amount of any liability in respect of leases or hire purchase contracts which would, in accordance with applicable law and generally accepted accounting principles in Singapore, be treated as finance or capital leases; and (d) amounts raised under any other transaction (including, without limitation, any forward sale or purchase agreement) required by generally accepted accounting principles in Singapore to be shown as a financing; “Issuer Power of Attorney” means the power of attorney granted by the Issuer in favour of the Trustee with respect to the execution of the Transfer Agreement by the Issuer substantially in the form set out in Schedule 2 of the Sale and Purchase Agreement; “Lease” means the lease created pursuant to the Lease Agreement; “Lease Agreement” means the lease agreement dated the Asset Substitution Date between the Issuer, as lessor, the Obligor, as lessee, the Wakeel and the Trustee; “Lease Assets” has the meaning given to it in the Lease Agreement; “Lease Period” has the meaning given to it in the Lease Agreement; “Longstop Date” means the date falling 45 days after the Closing Date;

67 “Longstop Redemption Date” means the date falling ten Business Days after the Longstop Date;

“Major Maintenance and Structural Repair” means all structural repair and major maintenance of the Real Estate comprised in the Series Wakalah Venture required to ensure that such Real Estate may reasonably and properly be utilised by any tenant, lessee or occupant thereof, but excluding:

(a) all repairs, replacements, acts, maintenance and upkeep works required for the general use and operation of such Real Estate; and

(b) the preservation of such Real Estate in good working order, state and condition;

“Manager” means Sabana Real Estate Investment Management Pte. Ltd., as manager of Sabana REIT, or any replacement manager of Sabana REIT appointed in accordance with the terms of the Sabana Trust Deed;

“Material Adverse Effect” means a material and adverse effect (a) on the financial condition or business of the Issuer or the Obligor, or on the consolidated financial condition or business of the Group or (b) on the ability of the Issuer or the Obligor, to perform any of their respective obligations under any of the Transaction Documents to which it is a party;

“Margin” has the meaning ascribed to it in the Pricing Supplement applicable to the Trust Certificates;

“Obligor Power of Attorney” means the power of attorney granted by the Obligor in favour of the Trustee with respect to the execution of the Transfer Agreement by the Obligor substantially in the form set out in Schedule 2 of the Purchase Undertaking;

“Obligor Properties Undertaking” means the obligor properties undertaking to be dated the Asset Substitution Date made by the Obligor in favour of the Issuer and the Trustee;

“Optional Dissolution (Call)” means the optional dissolution (call) described in Condition 7.4;

“Optional Dissolution (Call) Date” means, in relation to the occurrence of an Optional Dissolution (Call), the date on which the Trust Certificates of a particular Series are to be redeemed as specified in the Sale Undertaking Exercise Notice delivered by the Obligor pursuant to the Sale Undertaking;

“Optional Dissolution Distribution (Call) Amount” means the optional dissolution distribution (call) amount as specified in the applicable Pricing Supplement;

“Payment Business Day” means a day on which commercial banks are generally open for business in Singapore and in the case of the surrender of a Trust Certificate, in the place where the Trust Certificate is surrendered;

“Periodic Distribution Amount”, if “Fixed Periodic Distribution Provisions”, “Floating Periodic Distribution Provisions” or “Variable Periodic Distribution Provisions” is specified to be applicable in the applicable Pricing Supplement, means, an amount in the Series Contractual Currency equal to the product of (a) the Expected Periodic Distribution Rate, (b) the Nominal Value of the Trust Certificates, and (c) the Day Count Fraction;

“Periodic Distribution Date” has the meaning ascribed to it in the Pricing Supplement applicable to the Trust Certificates and where applicable, as determined in accordance with these Conditions;

“Periodic Distribution Determination Date” has the meaning ascribed to it in the Pricing Supplement applicable to the Trust Certificates;

“Periodic Distribution Period” means the period from and including the Closing Date to but excluding the first Periodic Distribution Date, and each successive period from and including a Periodic Distribution Date to but excluding the next succeeding Periodic Distribution Date;

68 “person” means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organisation, limited liability company or government or agency, or political subdivision thereof, or other entity;

“Premium”, if “Premium” is specified to be applicable in the applicable Pricing Supplement, has the meaning ascribed to it in the Pricing Supplement;

“Principal Subsidiary of Sabana REIT” means any subsidiary of Sabana REIT:

(a) whose total assets or (in the case of a subsidiary which itself has subsidiaries) consolidated total assets attributable to the Group (in such proportion as is reflected in the latest available unaudited or audited consolidated accounts of Sabana REIT) are at least 20 per cent. of the total assets of the Group as shown by the latest available unaudited or audited consolidated accounts, provided that:

(i) in the case of a business entity becoming a subsidiary after the end of the financial period to which the latest consolidated unaudited or audited accounts of Sabana REIT relate, the reference to the then latest consolidated unaudited or audited accounts of Sabana REIT for the purposes of the calculation above shall, until consolidated unaudited or audited accounts of Sabana REIT for the financial period in which the relevant business entity becomes a subsidiary are available be deemed to be a reference to the then latest consolidated unaudited or audited accounts of Sabana REIT adjusted to consolidate the latest unaudited or audited accounts (consolidated in the case of a subsidiary which itself has subsidiaries) of such subsidiary in such accounts;

(ii) if at any relevant time in relation to Sabana REIT or any subsidiary (which itself has subsidiaries), no consolidated accounts are prepared, total assets of Sabana REIT and/or such subsidiary (including its subsidiaries, if any) shall be determined on the basis of pro forma consolidated accounts prepared for this purpose by Sabana REIT and reviewed by the auditors of Sabana REIT for the purposes of Sabana REIT preparing a certificate thereon to the Trustee upon request;

(iii) if at any relevant time in relation to any subsidiary, no accounts are audited, its total assets (consolidated, if appropriate) shall be determined on the basis of pro forma accounts (consolidated, if appropriate) of the relevant subsidiary prepared for this purpose by Sabana REIT and reviewed by the auditors of Sabana REIT for the purposes of Sabana REIT preparing a certificate thereon to the Trustee upon request; and

(iv) if the accounts of any subsidiary (not being a subsidiary referred to in proviso (i) above) are not consolidated with those of Sabana REIT, then the determination of whether or not such subsidiary is a Principal Subsidiary shall be based on a pro forma consolidation of its accounts (consolidated, if appropriate) with the consolidated accounts (determined on the basis of the foregoing) of Sabana REIT;

(b) to which is transferred the whole of the business, undertaking and assets of a subsidiary which immediately prior to such transfer was a Principal Subsidiary (the “Transferor”), provided that forthwith upon such transfer the Transferor shall cease to be a Principal Subsidiary and the subsidiary to which the assets are so transferred (the “Transferee”, unless the Transferee is Sabana REIT) shall become a Principal Subsidiary; and

(c) to which is transferred a substantial part only of the business, undertaking and assets of the Transferor, provided that forthwith upon such transfer, the Transferor shall remain a Principal Subsidiary and the Transferee (unless it is Sabana REIT) shall become a Principal Subsidiary.

Any subsidiary which becomes a Principal Subsidiary by virtue of paragraph (b) above or which remains or becomes a Principal Subsidiary by virtue of paragraph (c) above shall

69 continue to be a Principal Subsidiary until the date on which the first available unaudited or audited accounts (consolidated, if appropriate) of Sabana REIT prepared as of a date later than such transfer are issued, unless such subsidiary would continue to be a Principal Subsidiary on the basis of such accounts by virtue of the provisions of paragraph (a) above. A report by the auditors of Sabana REIT (“Auditors’ Certificate”) that in their opinion a subsidiary is or is not a Principal Subsidiary shall, in the absence of manifest error, be conclusive; “Programme Agreement” means the programme agreement dated 16 April 2013 made between (1) the Issuer, as issuer, (2) the Obligor, as obligor, (3) the Arranger, as arranger and (4) the Dealer, as dealer; “Programme Documents” means, in relation to the Programme, the following documents: (a) the Programme Agreement; (b) the Master Trust Deed; (c) the Agency Agreement; (d) the Depository Agreement; (e) the Deed of Covenant; (f) the Costs Undertaking Deed; and (g) any other agreements or documents executed or to be executed by the Issuer or the Obligor in connection with the any of the Programme Documents, and references to “Programme Document” mean each or any one of them; “Proprietorship Taxes” means all taxes in relation to any Real Estate comprised in the Series Wakalah Venture levied by law, regulation or decree against a proprietor; “Purchase Price” means an amount equal to: (a) the aggregate of: (i) the aggregate outstanding principal amount of the Trust Certificates; (ii) all accrued but unpaid Rental (or part thereof) relating to the Properties, to the extent not received by the Issuer in its capacity as Lessor under the Lease Agreement; and (iii) the Wakalah Services Charge Amount (if any), less: (b) an amount equal to the outstanding Deferred Sale Price due under the Commodity Murabahah Investment Agreement; “Purchase Undertaking” means a purchase undertaking to be dated the Asset Substitution Date executed by the Obligor in favour of the Issuer and the Trustee pursuant to which the Obligor undertakes to purchase from the Issuer all of the Real Estate in the Series Wakalah Venture on the Scheduled Dissolution Date, the Dissolution (Put) Date (if applicable) or a Dissolution Event Redemption Date, whichever is the earliest; “Purchase Undertaking Exercise Notice” means the notice substantially in the form set out in Schedule 3 to the Purchase Undertaking; “Real Estate” means real estate assets comprising any land and/or any buildings or a part or parts thereof; “Reference Banks” means the institutions specified as such in the applicable Pricing Supplement or, if none, three major banks selected by the Calculation Agent (in consultation with the Issuer and the Obligor) in the interbank market that is most closely connected with the Reference Rate;

70 “Reference Rate” has the meaning ascribed to it in the Pricing Supplement applicable to the Trust Certificates;

“related corporation” has the meaning given to it in the Companies Act, Chapter 50 of Singapore;

“Relevant Date” means, in respect of any payment in relation to a Trust Certificate, the later of (a) the date on which the payment first becomes due, and (b) if the full amount payable has not been received by the Paying Agent or the Trustee on or before the due date, the date on which (the full amount having been so received) notice to that effect has been given to the Trust Certificates Holders by the Issuer in accordance with Condition 19;

“Relevant Financial Centre” means the financial centre with which the relevant Reference Rate is most closely connected or, if none is so connected, Singapore;

“Relevant Indebtedness” means any obligation in respect of money financed and guarantees given in respect of money financed by others payable by its terms or at the option of its holder in any currency which is in the form of, or represented by, bonds, notes, debentures or other debt securities (whether or not initially distributed by means of a private placement, public offering or otherwise) which is, or is capable of being, listed, quoted or traded on any stock exchange or in any securities market (including, without limitation, any over the counter market);

“Relevant Jurisdiction” means Singapore or any authority thereof or therein having power to tax;

“Relevant Screen Page” means the page, section or other part of a particular information service (including, without limitation, the Reuters Monitor Money Rates Service) specified as the Relevant Screen Page in the applicable Pricing Supplement, or such other page, section or other part as may replace it on that information service or such other information service, in each case, as may be nominated by the Person providing or sponsoring the information appearing there for the purpose of displaying rates or prices comparable to the Reference Rate;

“Relevant Sukuk Obligation” means any undertaking or other obligation to pay any money given in connection with the issue of sukuk, whether or not in return for consideration of any kind, which is, or is capable of being, listed, quoted or traded on any stock exchange or in any securities market (including, without limitation, any over the counter market);

“Relevant Time” means with respect to any Periodic Distribution Determination Date, the local time in the Relevant Financial Centre at which it is customary to determine bid and offered rates in respect of deposits in the relevant currency of the Trust Certificates in the interbank market in the Relevant Financial Centre;

“Rental” has the meaning given to it in the Lease Agreement;

“Rental Payment Date” means the date of each Periodic Distribution Date and (if applicable) the last day of an Additional Lease Period;

“Sabana Trust Deed” means the deed of trust constituting Sabana REIT dated 29 October 2010 made between the Manager and HSBC Institutional Trust Services (Singapore) Limited, as from time to time altered, modified or added to in accordance with the provisions therein;

“Sale Undertaking” means the sale undertaking to be dated the Asset Substitution Date made between the Issuer and the Trustee in favour of the Obligor;

“Sale Undertaking Exercise Notice” means the notice substantially in the form set out in Schedule 1 to the Sale Undertaking;

“Scheduled Dissolution Date” has the meaning ascribed to it in the Pricing Supplement applicable to the Trust Certificates;

71 “Security Interest” means any mortgage, charge, pledge, lien, other security interest or anything analogous to any of the foregoing under the laws of any jurisdiction; “Series Contractual Currency” means, in relation to any payment obligation of any Trust Certificates, the currency in which that payment obligation is expressed; “Series Transaction Documents” means, in relation to a Series of Trust Certificates, the following documents: (a) if required by the Relevant Dealer(s), a Subscription Agreement; (b) the Pricing Supplement; (c) a Supplemental Trust Deed; (d) the Trust Certificates; (e) a Wakalah Agreement; (f) a Commodity Murabahah Investment Agreement; (g) a Commodity On-Sale Agency Agreement; (h) a Sale and Purchase Agreement; (i) a Lease Agreement; (j) a Purchase Undertaking; (k) a Transfer Agreement; (l) an Obligor Power of Attorney; (m) an Issuer Power of Attorney; (n) an Obligor Properties Undertaking; (o) a Substitution Undertaking; (p) a Substitution Agreement; (q) a Sale Undertaking; and (r) any other agreements or documents executed or to be executed by the Issuer or the Obligor in connection with the Trust Certificates or any of the Series Transaction Documents, and references to “Series Transaction Document” mean each or any one of them; “Series Wakalah Venture Value” means, at any time, the value attributed to the Series Wakalah Venture, being the aggregate of: (a) the outstanding Deferred Sale Price due under the Commodity Murabahah Investment Agreement; and (b) the value of the Real Estate comprised in the Series Wakalah Venture certified by an independent valuer of good repute under any full or desktop valuation report(s) delivered to the Trustee and dated not more than 12 months prior to the date of valuation of the Series Wakalah Venture; “SGX-ST” means the Singapore Exchange Securities Trading Limited; “Shari’ah compliant Real Estate” means Real Estate, identified by the Wakeel in its discretion and approved: (a) by the Series Shari’ah Adviser; or (b) wherever appropriate and if so agreed by the Series Shari’ah Adviser, by the independent Shari’ah committee of Sabana REIT or the Shari’ah adviser of Sabana REIT, whichever is applicable,

72 as Shari’ah-compliant from time to time throughout the term of the Trust Certificates based on the following criteria: Shari’ah investment principles do not allow investment in Real Estate which are occupied by or tenanted to persons whose core activities involve any of the following: (a) financial institutions whose operations are based on interest (Riba) or uncertainty (Gharar); This includes all interest-based institutions such as conventional banks, finance houses, insurers, moneylenders, investment companies, leasing companies, stock brokerages, futures and options houses and other interest based businesses. However, investments in Shari’ah based financial services offered by any of such institutions are allowed. (b) alcoholic beverages; This includes the production, packaging, bottling, marketing, selling and/or distribution of liquor and related products. Investments may not be made in production facilities (for example breweries). (c) gaming / gambling / casino / games of chance; This includes the provision of these services and betting or comparable activities as well as the production of the facilities and equipment. (d) pork production; This includes the raising or selling of pork or pork-derived products and by- products, the packaging, marketing and distribution of such products as well as slaughterhouses and livestock farms that are involved in such processes. (e) non-Shari’ah compliant food products; This includes the production, sale, packaging or distribution of non-Shari’ah compliant food. (f) entertainment and leisure related to pornography or adult content; This includes film producers, broadcasters, publishers, cinemas, cable-TV companies, night-clubs and places of entertainment, record/music companies that are associated with pornographic, X-rated or adult content. This also includes distributors and marketers of such contents. (g) prostitution, unisex massage parlours, escort and related entertainment services; (h) activities whose images are deemed to be offensive or contrary to Shari’ah; (i) weapons and arms sector; and (j) any other activities that are deemed non-Shari’ah compliant by the Series Shari’ah Adviser; “Singapore GAAP” means generally accepted accounting principles in Singapore or SFRS; “Specified Event” has the meaning set out in the applicable Pricing Supplement; “Specified Period” has the meaning ascribed to it in the Pricing Supplement applicable to the Trust Certificates; “Specified Periodic Distribution Date” has the meaning ascribed to it in the Pricing Supplement applicable to the Trust Certificates; “subsidiary” has the meaning ascribed to it in the Master Trust Deed; “Substitute Real Estate” means the Real Estate to be transferred to the Issuer pursuant to a Substitution Agreement;

73 “Substitution Agreement” means a Substitution Agreement as defined in the Substitution Undertaking or the Obligor Properties Undertaking;

“Substitution Date” means the date of the relevant Substitution Agreement;

“Substitution Undertaking” means a substitution undertaking to be dated the Asset Substitution Date made between the Issuer and the Trustee in favour of the Obligor;

“Takaful/Insurance Coverage Amount” means, at any particular time, an amount equal to:

(a) the aggregate of:

(i) the aggregate outstanding principal amount of the Trust Certificates;

(ii) all accrued but unpaid Rental (or part thereof) relating to the Properties, to the extent not received by the Issuer in its capacity as Lessor under the Lease Agreement; and

(iii) the Wakalah Services Charge Amount (if any), less:

(b) an amount equal to the outstanding Deferred Sale Price due under the Commodity Murabahah Investment Agreement;

“Takaful/Insurance Proceeds” means the proceeds of a claim under the Takaful/ Insurances, excluding any third party liability insurance proceeds and any environmental liability insurance proceeds;

“Takaful/Insurances” has the meaning set out in the Wakalah Agreement;

“Total Loss Dissolution Event” means, following the occurrence of a Total Loss Event, the Real Estate comprised in the Series Wakalah Venture are not substituted as provided in the Obligor Properties Undertaking by no later than the Total Loss Longstop Date;

“Total Loss Event” means the total loss or destruction of, or damage to the whole (and not part only) of the Properties or any event or occurrence that renders the whole of such Properties unfit for any economic use and (but only after taking into consideration any insurances or other indemnity granted in each case by any third party in respect of such Properties) the repair or remedial work in respect thereof is wholly uneconomical;

“Total Loss Longstop Date” means the date falling 30 days after the occurrence of a Total Loss Event;

“Total Loss Shortfall Amount” has the meaning given to it in Condition 4.1(g);

“Total Loss Surplus Amount” has the meaning given to it in Condition 7.6;

“TARGET System” means the Trans-European Automated Real-Time Gross Settlement Express Transfer (known as TARGET2 System) which was launched on 19 November 2007 or any successor thereto;

“Transaction Documents” means the Programme Documents, and in relation to each Series, the Series Transaction Documents;

“Transfer Agreement” means a Transfer Agreement as defined in the Purchase Undertaking or the Sale Undertaking;

“Trust” means the trusts established by the Trust Deed;

“Trust Officer” means, when used with respect to the Trustee, any managing director, vice president, assistant vice president, trust associate, relationship manager, transaction manager, client service manager, any trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by any persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred

74 because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of the Trust Deed;

“Wakalah Services” means (a) services specified in Clause 2.2 (Murabahah Services)of the Wakalah Agreement to be provided by the Wakeel on behalf of the Issuer; and (b) the provision of services in respect of Major Maintenance and Structural Repair, Proprietorship Taxes and Takaful/Insurances, as specified in Clauses 2.3 (Major Maintenance and Structural Repair), 2.4 (Proprietorship Taxes) and 2.5 (Takaful/ Insurances) respectively of the Wakalah Agreement, in each case, in accordance with the terms of the Wakalah Agreement; and

“Wakalah Services Charge Amount” means all payments made or costs incurred by the Wakeel in the provision of Wakalah Services in relation to the Real Estate comprised in the Series Wakalah Venture in accordance with the Wakalah Agreement.

75 THE ISSUER

1. HISTORY AND BUSINESS The Issuer, Sabana Sukuk Pte. Ltd., was incorporated in Singapore under the Companies Act, Chapter 50 of Singapore (the “Companies Act”) as a private company limited by shares on 15 February 2013.

2. SHAREHOLDING AND CAPITAL As at the date of this Information Memorandum, the issued share capital of the Issuer is S$1.00. The one issued ordinary share in the capital of the Issuer is held by the REIT Trustee.

3. DIRECTORS The Director as at the date of this Information Memorandum is: Name Designation Tang Edmund Koon Kay Director

Pursuant to the Corporate Services Agreement, the Corporate Services Provider will perform and provide certain corporate services including, but not limited to, preparing and maintaining books, records and registers in compliance with any laws or regulations of Singapore as applicable to the corporate services, liaising with the Manager and the bankers, accountants, auditors, solicitors and other professional advisers and consultants of the Issuer, and generally handling the day-to-day administrative affairs of the Issuer. As at the date of this Information Memorandum, the Corporate Services Provider has procured the services of Tang Edmund Koon Kay as sole director of the Issuer (the “Sole Director”). The Corporate Services Agreement may be terminated by notice given by the Issuer (with the prior consent of the Manager, such consent not to be unreasonably withheld) to the Corporate Services Provider in the circumstances specified in the Corporate Services Agreement, provided that the appointment of the Corporate Services Provider may not be terminated until a replacement corporate services provider shall first have been appointed save in the case of a Dissolution Event or a Sabana Event (each as defined in the Conditions) or the continuation of the Corporate Services Agreement will be unduly onerous to the Corporate Services Provider. Intertrust Singapore Corporate Services Pte. Ltd. offers corporate services in the corporate secretarial and accounting domains, and also undertakes corporate administration as part of its services.

76 BUSINESS OF SABANA REIT

1. HISTORY AND BACKGROUND Sabana REIT is a Singapore-based REIT established principally to invest in income-producing real estate used for industrial purposes in Asia1, as well as real estate-related assets, in line with Shari’ah investment principles. Sabana REIT was officially listed on the SGX-ST on 26 November 2010 (the “Listing Date”). As at the Latest Practicable Date, Sabana REIT has a market capitalisation of approximately S$837.2 million. As used in this Information Memorandum, “industrial purposes” include but are not limited to, manufacturing, assembly, warehousing, logistics, research and development (“R&D”) and data warehousing. Sabana REIT is Singapore’s first certified Shari’ah compliant REIT. The Manager, Sabana Real Estate Investment Management Pte. Ltd., manages Sabana REIT in accordance with Shari’ah investment principles and procedures and adheres to such investment principles and procedures in addition to the laws, rules and regulations of any other relevant regulatory or supervisory body or agency applicable to Sabana REIT. The Shari’ah investment principles and procedures are consistent with Islamic law principles and the general considerations of ethical investments in terms of social responsibility in asset selection and structuring. To enable Sabana REIT to comply with Shari’ah investment principles and procedures, the Manager has, through the REIT Shari’ah Adviser, appointed the Independent Shari’ah Committee to provide ongoing advice on Shari’ah compliance by Sabana REIT. (See “Shari’ah Compliance of Sabana REIT – The REIT Shari’ah Adviser” and “The Independent Shari’ah Committee” for further details on the REIT Shari’ah Adviser and the Independent Shari’ah Committee.) As at the Latest Practicable Date, the property portfolio of Sabana REIT comprises 21 industrial properties located across Singapore, namely, 151 Lorong Chuan, 8 Commonwealth Lane, 9 Tai Seng Drive, 200 Pandan Loop, 15 Jalan Kilang Barat, 1 Tuas Avenue 4, 23 Serangoon North Avenue 5, 33 & 35 Penjuru Lane, 18 Gul Drive, 34 Penjuru Lane, 51 Penjuru Road, 26 Loyang Drive, 3 Kallang Way 2A, 218 Pandan Loop, 3A Joo Koon Circle, 2 Toh Tuck Link, 123 Genting Lane, 30 & 32 Tuas Avenue 8, 39 Ubi Road 1, 21 Joo Koon Crescent and 6 Woodlands Loop (collectively, the “Portfolio Properties” and each, a “Portfolio Property”), with a gross floor area (“GFA”) of approximately 4,158,180 square feet (“sq ft”). (See “Business of Sabana REIT – Portfolio Statistics and Details” for further details.) The Portfolio Properties are located in close proximity to the principal industrial zones within Singapore, which is an internationally established logistics and hi-tech industrial hub, and are supported by excellent infrastructure and arterial road networks. Sabana REIT has a credit rating of “BBB-” long term corporate rating and “axA-” Asean scale rating with stable outlook from Standard & Poor’s.

1 “Asia” means Brunei Darussalam, Cambodia, Indonesia, Lao People’s Democratic Republic, Malaysia, Myanmar, Philippines, Singapore, Thailand, Vietnam, People’s Republic of China, Hong Kong Special Administrative Region, Taiwan, Republic of Korea, Democratic People’s Republic of Korea, Japan, India and Democratic Socialist Republic of Sri Lanka.

77 2. STRUCTURE OF SABANA REIT The following diagram illustrates the relationship between the Issuer, Sabana REIT, the Independent Shari’ah Committee, the Manager, the Property Manager, the REIT Trustee, Sabana Treasury Pte. Ltd. and the Unitholders as at the date of this Information Memorandum:

Sabana Sukuk Independent Pte. Ltd. Shari’ah Unitholders (Issuer) Committee

100.0% ownership Advises the Manager Ownership of Provision of on Shari’ah compliance Distributions Units treasury services matters and issues Shari’ah Certification Management services Trustee Fees Manager Sabana REIT REIT Trustee Management Acts on behalf of Fees Unitholders 100.0% Ownership of ownership assets Net Property Provision of Income treasury services Property Management 100.0% Services ownership

Property Manager The Portfolio Sabana Treasury Properties Pte. Ltd. Property Management Fees

The Manager has general powers of management over the assets of Sabana REIT. The Manager’s main responsibility is to manage Sabana REIT’s assets and liabilities for the benefit of Unitholders. The Manager will set the strategic direction of Sabana REIT and give recommendations to the REIT Trustee on the acquisition, divestment and/or enhancement of assets of Sabana REIT in accordance with its stated investment strategy. Sabana Property Management Pte. Ltd. is the dedicated property manager for Sabana REIT (the “Property Manager”). The Property Manager is responsible for providing property management, lease management, marketing and administration of property tax services for the properties in Sabana REIT’s portfolio. The Property Manager is 100.0 per cent. owned by Sabana Investment Partners Pte. Ltd. (“SIP”) indirectly through the Manager. Other than the Issuer, Sabana Treasury Pte. Ltd. (“Sabana Treasury”) is a wholly-owned subsidiary of Sabana REIT. On 24 September 2012, Sabana REIT had, through Sabana Treasury, issued S$80.0 million in aggregate principal amount of Convertible Sukuk. The proceeds were mainly for the acquisition of 23 Serangoon North Avenue 5, as well as to pay the estimated fees and expenses incurred in connection with the issue of the Convertible Sukuk, the acquisition of 23 Serangoon North Avenue 5 and to repay a S$18.0 million revolving credit facility. 3. SABANA REIT’S STRATEGIES The Manager’s key objective is to provide Unitholders with regular and stable distributions and long-term growth in distribution per unit (“DPU”) of Sabana REIT (“Unit”) and net asset value (“NAV”) per Unit, while maintaining an appropriate capital structure. The Manager plans to achieve its objective through the following strategies: • Acquisition growth strategy: The Manager will pursue acquisition opportunities that are aligned with Sabana REIT’s investment strategy and Shari’ah Guidelines and provide attractive cash flows and yields relative to Sabana REIT’s weighted average cost of capital, as well as opportunities for future income and capital growth. Generally, the Manager will evaluate potential acquisitions based on the quality of their location and will target sites with convenient access to major transportation networks, whether by air, sea, rail or road, with a bias towards developed infill regions over greenfield ones.

78 • Active asset management strategy: The Manager will leverage on, enhance the competitive strengths of, and implement pro-active measures to improve the returns from Sabana REIT’s property portfolio. Such measures will include prudent control of property outgoings, active leasing and marketing of any vacancies and expiring leases, programmes for the regular maintenance of building structures, asset refurbishment and enhancement projects to increase the competitive positioning of the assets, thereby increasing the yield of the Portfolio Properties and the NAV per Unit and, where appropriate, divesting non-performing assets. • Opportunistic development strategy: Within the limits of Appendix 6 of the Code on Collective Investment Schemes (the “CIS Code”, and Appendix 6 of the CIS Code, the “Property Funds Appendix”), the Manager will prudently undertake development activity when appropriate opportunities arise while mitigating construction and leasing risks and short-term dilution of yield from any additional capital raised for the purposes of the development activity. • Capital and risk management strategy: The Manager will endeavour to employ an appropriate mix of debt and equity in financing acquisitions and, where appropriate, utilise financing cost and currency hedging strategies to optimise risk-adjusted returns to Unitholders. The Manager will also leverage on Sabana REIT’s access to the Islamic equity markets to facilitate the implementation of its strategies and achieve its objective of delivering regular and stable returns to investors.

Acquisition growth strategy The Manager will pursue acquisition opportunities that are aligned with Sabana REIT’s investment strategy and provide attractive cash flows and yields relative to Sabana REIT’s weighted average cost of capital, as well as opportunities for future income and capital growth. Investment Criteria In evaluating acquisition opportunities, the Manager will focus primarily on the following investment criteria: • location: targeting quality locations with convenient access to major transportation networks, whether by air, sea, rail or road; • occupancy and tenant characteristics: investing in properties with good quality existing tenants or with the potential for higher rentals and potential for high tenant retention rates relative to comparable properties in their respective micro-markets, after taking into account the tenant credit quality, rental rates and occupancy trends to estimate rental income and occupancy rates going forward, impact of an acquisition on the entire portfolio’s profile with respect to the specific tenant, the tenant’s business sector and lease expiry, and asset types with tenants exposed to high moving costs, which tend to have higher retention rates; and • regional diversification: while Singapore will continue to account for the majority of the assets in the short term, the medium and longer term strategy is to pursue opportunities throughout Asia in order to enhance the geographical spread and tenant base. In assessing overseas acquisitions, the Manager will consider a number of factors, including related risks (sovereign risks, currency risks, market risks and asset-specific risks), value- adding opportunities, and building and facilities specifications.

Acquisition Process The Manager has put in place a rigorous process for the assessment of acquisition opportunities, incorporating: • a research-driven investment approach focusing on, among other things, national macroeconomic outlook, analysis of the relevant real estate market and detailed asset analysis of the location, tenant profile, risks and asset enhancement opportunities; • the completion of detailed physical, legal and financial due diligence prior to the completion of any acquisition to ensure all risks have been properly assessed;

79 • independent valuation to support the purchase price; and • detailed analysis of, among other things, the impact of a proposed acquisition on distribution and NAV per Unit and earnings growth prospects.

Right of First Refusal Freight Links Express Holdings Limited (“Freight Links” or the “Sponsor”) has granted a right of first refusal to Sabana REIT (the “ROFR”) which, subject to certain conditions, provides Sabana REIT with access to future acquisition opportunities of income-producing properties located in Asia. As at the Latest Practicable Date, there are three properties (totalling 462,372 sq ft) of GFA currently owned by the Sponsor in Singapore which are subject to the ROFR. This ROFR arrangement provides Sabana REIT with a pipeline of potential assets for future acquisitions.

Active asset management strategy The Manager intends to maximise returns by implementing the following pro-active asset management strategies: • improving occupancy and rental rates; • diversifying the tenant base across different industries; • implementing pro-active marketing plans; • rationalising operating costs; and • where appropriate, divesting non-performing assets.

Improve occupancy and rental rates The Manager will work closely with the Property Manager to: • enhance the profile of Sabana REIT’s properties; • pursue new rental opportunities and pro-actively engage tenants; • manage lease renewals effectively in order to minimise void periods due to lease expiries by way of:

O establishing and working toward optimal rental benchmarks for each property;

O pro-actively engaging tenants whose leases are about to expire in early negotiations;

O endeavouring to line up new tenants in preparation for vacant space;

O actively managing overdue rentals to minimise bad debt; and

O initiating tenant retention programmes to further strengthen tenant relationships in an effort to maintain high tenant retention, minimise vacancies, as well as minimise costs associated with securing new tenants.

Diversify tenant base across different industries The Manager (together with the Property Manager) will diversify the tenant base through the following: • monitoring the exposure of total rental income to any one business sector; • improving the diversity of its tenant base so as not to overly expose revenue to certain business sectors more susceptible to general economic cycles in order to achieve more consistent cash flows; and • working closely with the respective Master Lessee whenever a new end-user is being considered and providing feedback on potential concentration risk or other exposure, as the case may be.

80 Implement pro-active marketing plans

The Manager will develop customised pro-active marketing plans for each applicable property focusing on property-specific needs to maximise tenant interest and enhance the public profile and visibility with a view to increasing the value of the properties and to maintaining the long term value of the properties.

Rationalise operating costs

The Manager will rationalise operating costs through the following: • working closely with the Property Manager to manage and reduce the property operating expenses (without reducing the quality of maintenance); and • exploiting the economies of scale associated with operating a portfolio of properties by, for example, bulk purchasing of supplies and cross implementation of successful cost- saving programmes.

Divest non-performing assets

The Manager intends to hold assets on a long-term basis. However, where any assets are non- performing, the Manager will consider divesting such non-performing assets in order to reinvest the sale proceeds towards better potential growth opportunities.

Opportunistic development strategy

Sabana REIT is allowed to undertake development activities within the limits of the Property Funds Appendix (which currently allows a REIT to commit no more than 10.0 per cent. of its deposited property (the “Deposited Property”) to development activities).

Sabana REIT will not undertake speculative development activities, and will only undertake a development activity if a tenant has been identified upfront who would occupy the property upon completion. The Manager intends to undertake development activities at an appropriate time, when the necessary resources are available. The Manager has the option of outsourcing the construction and project development of any development activities to third parties or to tap on the development experience of the Sponsor which developed 33 & 35 Penjuru Lane, 18 Gul Drive, 51 Penjuru Road, 218 Pandan Loop and 30 & 32 Tuas Avenue 8 (the “Freight Links Portfolio Properties”), amongst others.

Capital and risk management strategy

The Manager will endeavour to employ an appropriate mix of debt and equity in financing acquisitions and, where appropriate, utilise financing cost and currency hedging strategies to optimise risk-adjusted returns to Unitholders. The Manager will endeavour to: • maintain a strong balance sheet; • optimise Sabana REIT’s capital structure and cost of capital within the borrowing limits; • use a combination of debt and equity to fund future acquisitions and asset enhancement initiatives to optimise risk-adjusted returns to Unitholders; and • implement an active financing cost management strategy such as utilising financing cost hedging strategies where appropriate.

Debt Strategy

The Property Funds Appendix allows Sabana REIT to borrow more than 35.0 per cent. (up to a maximum of 60.0 per cent.) of the value of the Deposited Property of Sabana REIT if a credit rating from Fitch Inc., Moody’s or Standard & Poor’s is obtained and disclosed to the public. Sabana REIT has a credit rating of “BBB-” long term corporate rating and “axA-” Asean scale rating with stable outlook from Standard & Poor’s.

Sabana REIT has, as at 31 December 2012, gross borrowings of approximately S$432.8 million with an Aggregate Leverage (as defined in the Property Funds Appendix) of 37.6 per cent.

81 These borrowings have staggered debt maturities of three and five years with a weighted average term of debt of 3.2 years as at 31 December 2012. Any excess operating cash flow that is not required to be distributed to Unitholders may also be used to reduce its level of indebtedness in order to reduce financing costs.

Active financing cost management strategy The Manager will adopt an active financing cost management policy to manage the risks associated with changes in financing costs on any future facilities while also seeking to ensure that Sabana REIT’s ongoing cost of debt capital remains competitive. The Manager has put in place profit rate hedging arrangements that would effectively fix the financing cost of the Commodity Murabaha Facility for between three to five years. This would result in 100.0 per cent. of the financing under the term commodity Murabaha facilities being subject to fixed financing costs.

Currency risk management strategy The Manager intends to adopt appropriate hedging strategies in an appropriate Shari’ah compliant manner to minimise any risks associated with foreign exchange exposures arising from the cash flows, thereby ensuring regular and stable returns to the Unitholders when Sabana REIT makes an acquisition outside of Singapore.

Leveraging on access to Islamic equity markets The Manager intends to leverage on Sabana REIT’s access to the Islamic equity markets to tap into relatively more diverse sources of equity funding and a larger investor base to facilitate the implementation of its strategies and the achievement of its objective of delivering regular and stable returns to Unitholders.

4. COMPETITIVE STRENGTHS The Manager believes that Sabana REIT will be able to generate regular and stable cash flows as a result of the competitive strengths set out below.

Quality property portfolio • Strategic locations All existing Portfolio Properties of Sabana REIT are located entirely in Singapore, an internationally-established logistics and high-tech industrial hub. Within Singapore, most of the Portfolio Properties are strategically located in close proximity to the principal industrial zones such as Loyang (close to Changi Airport), Penjuru (situated close to Singapore’s shipping ports) and Tai Seng (a high-tech space hub situated close to two expressways and a Mass Rapid Transit (“MRT”) station). The Portfolio Properties are therefore supported by excellent infrastructure and arterial road networks that enhance their attractiveness to existing and potential tenants and their customers.

82 • Attractive building specifications Each of the Portfolio Properties has been carefully selected by the Manager for inclusion in the property portfolio of Sabana REIT and features attractive building specifications such as large contiguous floor plates, high floor to ceiling heights, high floor loading and wide column span that in turn promote higher occupancies and long-term tenants. The attractive building specifications also make Sabana REIT’s portfolio resilient to any economic downturn. 151 Lorong Chuan, 200 Pandan Loop, 9 Tai Seng Drive, 15 Jalan Kilang Barat and 8 Commonwealth Lane feature excellent building specifications, including high floor to ceiling height, high floor loading and wide column span. These features provide greater flexibility in terms of space configuration. As a result, these Portfolio Properties are amenable to a wide range of uses and hence appeal to a wider pool of tenants. 18 Gul Drive and 33 & 35 Penjuru Lane are approved and built to specifications to handle hazardous chemical products. These Portfolio Properties command a premium over normal warehouse space and are well-positioned to benefit from the continuing strong demand for chemical logistics space stemming from the Singapore Government’s focus on enhancing Jurong Island’s profile as a petrochemical hub. 26 Loyang Drive has a large land area, high floor loadings, high floor to ceiling heights and large contiguous floor plates that are suitable for warehousing, fabrication and high value-added industries using large component parts. 34 Penjuru Lane, 51 Penjuru Road, 218 Pandan Loop, 3A Joo Koon Circle and 2 Toh Tuck Link are warehousing spaces with wide driveways and adequate loading and unloading bays. 123 Genting Lane, 30 & 32 Tuas Avenue 8, 39 Ubi Road 1, 21 Joo Koon Crescent and 6 Woodlands Loop are warehouses and manufacturing facilities equipped with specifications that can support mixed usage. 23 Serangoon North Avenue 5 is a purpose-built five storey light industrial building with a mezzanine level and has good building specifications, is well-designed and very functional. • Long weighted average leasehold for underlying land The weighted average unexpired lease term (including the period covered by the relevant options to renew) for the underlying land by GFA for all the Portfolio Properties is approximately 39.3 years as at 31 December 2012.

83 • More than 25.6 per cent. of the Portfolio Properties by GFA are located on land rent free sites By percentage of GFA, 25.6 per cent. of the Portfolio Properties as at 31 December 2012 are located on land that has been leased from the Urban Redevelopment Authority (“URA”). Land rent for assets from the URA is paid upfront at the start of the land lease from URA, unlike assets acquired from JTC Corporation (“JTC”) and Housing Development Board (“HDB”) for which regular land rent subject to annual revision based on market factors has to be paid. As a result, Sabana REIT may potentially save on land rent expenses for these Portfolio Properties when the relevant Master Leases expire.

Diversified portfolio with high quality and diverse tenant base • Diverse asset type and sub-tenant trade sectors The Portfolio Properties represent a diverse spectrum of asset types within the industrial properties sector. In addition, the sub-tenants of the Portfolio Properties operate in diverse trade and industrial sectors, which include chemical, logistics, engineering, electronics, information technology and telecommunication and data warehousing.

Asset Breakdown by GFA(1) Gross Revenue by Asset Type for FY 2012

Chemical Chemical Warehouse & Warehouse & Logistics Logistics 10.1% 11.2%

High-tech General General Industrial Industrial Industrial 42.4% 11.2% 15.2%

High-tech Industrial Warehouse & 53.9% Logistics 23.7% Warehouse & Logistics 32.3%

Note:

(1) As at 31 December 2012

Sub-tenants’ Industry Diversification by NLA(1):

R&D Healthcare F&B 1.8% 3.0% 2.9% Engineering 4.8% Logistics 16.7% General Manufacturing Industries 3.2%

Info Technology 7.5% Others 13.3%

Storage 7.4%

Construction & Utilities 2.5%

Telecommunication Chemical & Data Warehousing 8.6% 14.8% Electronics 13.5%

Note:

(1) As at 31 December 2012

84 As at 31 December 2012, no more than 16.7 per cent. of the Portfolio Properties by net lettable area (“NLA”) is being rented out to tenants or sub-tenants (as the case may be) in any one trade sector. Such diversification and non-reliance on any one particular asset type or trade sector is expected to enhance the ability of Sabana REIT to generate stable cash flows, as it is not reliant on a single asset type or trade sector.

• High quality tenant and diverse sub-tenant base The Portfolio Properties, being strategically located, have attracted a high quality tenant and subtenant base. Approximately 55.5 per cent. of the Portfolio Properties by Gross Revenue2 for FY 2012 have master tenants that are companies listed on the Main Board of the SGX-ST or subsidiaries of companies listed on the Main Board of the SGX-ST, including the Sponsor. The Manager has selected assets with reputable and financially strong tenants to ensure stable and resilient revenues through future economic cycles.

These tenants, in turn, are supported by high quality and diverse sub-tenants including, but not limited to, DHL, Lenovo, ESPN, Bausch & Lomb and Fujitsu.

Strong and stable cash flows

The Manager believes long master leases with assured rental step-ups and committed occupancies assure strong and stable cash flows to the debt and equity holders of Sabana REIT.

• Master Leases with locked-in escalations The weighted average lease term to expiry (by Gross Revenue) for the Master Leases in relation to the Portfolio Properties is approximately 2.2 years as at 31 December 2012. The provisions for an average of 1.0 per cent. to 2.0 per cent. annual step-ups in rents in the Master Leases for 18 of the 21 Portfolio Properties provide visible growth outlook with stable cash flows.

As at 31 December 2012, the percentage (by Gross Revenue) for the expiry of the Master Leases is set out below:

Lease Expiry Profile by Gross Revenue(1)

44.7% 39.9%

8.7% 3.0% 3.7%

2013 2014 2015 2016 Beyond 2016

Note:

(1) As at 31 December 2012, weighted by Gross Revenue.

2 “Gross Revenue” means income from the rental of the Portfolio Properties.

85 Percentage of unexpired land lease term by GFA(1)

55.8%

17.2%

10.0% 7.0% 5.7% 4.3% - 2032-2036 2037-2041 2042-2046 2047-2051 2052-2056 2057-2061 Beyond 2061

Note:

(1) As at 31 December 2012, weighted by GFA.

Sabana REIT believes that the weighted average lease term to expiry is in line with the current market lease terms and may allow Unitholders to potentially enjoy positive rental reversions post expiry of the Master Leases.

• High occupancy rates of the Portfolio Properties As at the Latest Practicable Date, the occupancy rate for the Portfolio Properties is close to 100.0 per cent. Sabana REIT believes that the healthy demand for industrial properties in Singapore, coupled with the competitive asset strengths of the Portfolio Properties (including their strategic locations and their long weighted average unexpired land lease term), will enable the Portfolio Properties to maintain their high occupancy rates over time.

Experienced management team and alignment of interests The Manager believes that Sabana REIT will benefit from the depth of experience of both the board of directors (the “Board”) and the management team of the Manager. (See “Business of Sabana REIT – The Manager” for further details).

The management team is involved in Sabana REIT’s asset selection, acquisition and ongoing management. The Sponsor’s assets form only approximately 18.2 per cent. of the Portfolio Properties based on their values as at 31 December 2012. Additionally, the six acquisitions since IPO are from third party vendors. This demonstrates the management team’s ability to source assets from third party vendors.

Additionally, the Manager’s fee is structured to ensure alignment of interests between the Manager and the Unitholders. The Manager receives its performance fee only if Sabana REIT achieves DPU growth of 10 per cent. year-on-year. This fee structure incentivises the Manager to pursue yield accretive acquisitions.

86 5. PORTFOLIO STATISTICS AND DETAILS

Portfolio of Sabana REIT As at 31 December 2012, Sabana REIT’s diversified property portfolio comprises a mix of industrial property categories including high-tech industrial, chemical warehouse & logistics, warehouse & logistics, and general industrial, details of which are set out below:

Property Number of GFA Gross Revenue Independent Type Properties (sq ft) FY 2012 Valuation(1) (S$’000) (S$ million) High-tech Industrial 7 1,765,289 44,114 636.9 Chemical Warehouse & Logistics 2 419,070 9,140 118.9 Warehouse & Logistics 7 1,343,436 19,352 258.1 General Industrial 5 630,385 9,162 120.3 Total 21 4,158,180 81,768 1,134.2

Note:

(1) The Portfolio Properties were valued by Knight Frank Pte Ltd as at 31 December 2012.

Sabana REIT’s financial results for FP 2011 and FY 2012 were:

FP 2011 FY 2012 Gross Revenue (S$’000) 76,945 81,768 Net property income (S$’000) 73,074 76,937 Distributable income (S$’000) 60,603 59,395 DPU (cents) 9.53 9.28

On 28 August 2012, Sabana REIT’s S$252.6 million term commodity Murabaha facilities maturing on 26 November 2013 were fully refinanced with proceeds from the new three-year term commodity Murabaha facility of up to S$177.6 million and five-year term commodity Murabaha facility of up to S$75.0 million. Proceeds from the S$6.0 million additional revolving Murabaha facility were also partially used to settle transaction costs related to the refinancing.

As at the Latest Practicable Date, the property portfolio of Sabana REIT comprises 21 industrial properties located across Singapore, namely, 151 Lorong Chuan, 8 Commonwealth Lane, 9 Tai Seng Drive, 200 Pandan Loop, 15 Jalan Kilang Barat, 1 Tuas Avenue 4, 23 Serangoon North Avenue 5, 33 & 35 Penjuru Lane, 18 Gul Drive, 34 Penjuru Lane, 51 Penjuru Road, 26 Loyang Drive, 3 Kallang Way 2A, 218 Pandan Loop, 3A Joo Koon Circle, 2 Toh Tuck Link, 123 Genting Lane, 30 & 32 Tuas Avenue 8, 39 Ubi Road 1, 21 Joo Koon Crescent and 6 Woodlands Loop, with a combined GFA of approximately 4,158,180 sq ft.

The Portfolio Properties are located in close proximity to the principal industrial zones within Singapore, which is an internationally established logistics and hi-tech industrial hub, and are supported by excellent infrastructure and arterial road networks.

87 The table below sets out certain key information on the Portfolio Properties.

Portfolio Properties as at 31 December 2012 Property (Location) Property Vendor GFA Remaining Purchase Independent Type (sq ft) Land Price Valuation(2) Leasehold (S$ million) (S$ million) Tenure (years)(1) 151 Lorong Chuan, High-tech Branbury 810,710 43 305.9 336.5 New Tech Park, Industrial Investments Ltd Singapore 556741

8 Commonwealth Lane, High-tech Utraco 161,815(3) 46(4) 70.3 77.0 Singapore 149555 Industrial Greentech Pte. Ltd.

9 Tai Seng Drive, High-tech Geo-Tele Pte. 218,905 42(5) 46.3 46.7(6) Geo-Tele Centre, Industrial Ltd. Singapore 535227 200 Pandan Loop, High-tech Eccott Pte Ltd 180,186 70 41.5 48.1 Pantech 21, Industrial Singapore 128388 15 Jalan Kilang Barat, High-tech Ho Bee 73,928 48 34.5 37.1 Frontech Centre, Industrial Developments Singapore 159357 Pte Ltd

1 Tuas Avenue 4, High-tech Premier G & U 160,361 34(7) 28.0 30.0 Singapore 639382 Industrial Districenters Pte. Ltd.

23 Serangoon North High-tech Ban Teck Han 159,384 44(8) 61.0 61.5 Avenue 5, Industrial Enterprise Co BTH Centre, Pte Ltd Singapore 554530

33 & 35 Penjuru Lane, Chemical Freight Links 286,192 36(9) 78.9 83.4 Freight Links Express Warehouse Express Logisticpark, & Logistics Logisticpark Singapore 609200/609202 Pte Ltd

18 Gul Drive, Chemical LTH Logistics 132,878 26(10) 34.1 35.5 Singapore 629468 Warehouse (Singapore) & Logistics Pte Ltd

34 Penjuru Lane, Warehouse SB (Lakeside) 414,270 20 60.0 63.7 Penjuru Logistics Hub, & Logistics Investment Singapore 609201 Pte. Ltd.

51 Penjuru Road, Warehouse Freight Links 246,376 42(5) 42.5 47.3 Freight Links Express & Logistics Express Logisticentre, Logisticentre Singapore 609143 Pte Ltd

26 Loyang Drive, Warehouse Oxley & Hume 149,166 41(11) 32.0 34.2 Singapore 508970 & Logistics Builders Pte. Ltd.

3 Kallang Way 2A, Warehouse Fong Tat Motor 83,646 42(5) 15.0 15.9 Fong Tat Building, & Logistics Co. Pte. Ltd. Singapore 347493

218 Pandan Loop, Warehouse Freight Links 50,374 37(5) 13.5 14.3 Singapore 128408 & Logistics Express Air Systems Pte Ltd

3A Joo Koon Circle, Warehouse Ringford Pte. 217,899 35(5) 40.3 41.8 Singapore 629033 & Logistics Ltd.

2 Toh Tuck Link, Warehouse Winfred Pte. 181,705 44(5) 40.1 40.9 Singapore 596225 & Logistics Ltd.

88 Property (Location) Property Vendor GFA (sq ft) Remaining Purchase Independent Type Land Price Valuation(2) Leasehold (S$ million) (S$ million) Tenure (years)(1) 123 Genting Lane, General Yenom 158,907 29 24.5 25.7 Yenom Industrial Building, Industrial Industries Pte Singapore 349574 Ltd 30 & 32 Tuas Avenue 8, General Freight Links 158,846 44(5) 24.0 26.4 Singapore 639246/639247 Industrial Fabpark Pte. Ltd. 39 Ubi Road 1, General Ascend Group 135,513 39(5) 32.0 32.5 Singapore 408695 Industrial Pte. Ltd. 21 Joo Koon Crescent, General AVA Global 99,575 41(5) 20.3 20.9 Singapore 629026 Industrial Pte. Ltd. 6 Woodlands Loop, General Winstant & Co 77,544 42(5) 14.8 14.8(12) Singapore 738346 Industrial Pte Ltd Total / weighted average 4,158,180 39.3(13) 1,059.5 1,134.2

Notes:

(1) As at 31 December 2012. (2) The independent valuations were conducted by Knight Frank Pte Ltd as at 31 December 2012. (3) Includes 32,734 sq ft extension to the Portfolio Property. (4) Includes an option for Sabana REIT to renew the land lease term for a further term of 23 years upon expiry. (5) Includes an option for Sabana REIT to renew the land lease term for a further term of 30 years upon expiry. (6) Includes an aggregate rental support of S$3.4 million (with a present value of S$2.7 million) remaining as at 31 December 2012 provided by the Vendor for 9 Tai Seng Drive which can be drawn down over five years from the Listing Date. (7) Includes an option for Sabana REIT to renew the land lease term for a further term of 21 years and 4 months upon expiry. (8) Includes an option for Sabana REIT to renew the land lease term for a further term of 20 years and 15 days upon expiry. (9) Includes an option for Sabana REIT to renew the land lease term for a further term of 31 years upon expiry. By a letter dated 9 December 2008, JTC confirmed that Freight Links Express Logisticpark Pte Ltd has qualified for the renewal of the land lease term for a further term of 31 years with effect from 16 February 2018. (10) Includes an option for Sabana REIT to renew the land lease term for a further term of 20 years upon expiry. (11) Includes an option for Sabana REIT to renew the land lease term for a further term of 18 years upon expiry. (12) Includes an aggregate rental support of S$0.6 million (with a present value of S$0.6 million) as at 31 December 2012 provided by the Vendor for 6 Woodlands Loop which can be drawn down over three years from 15 December 2011. (13) Weighted by GFA.

VALUATION The Portfolio Properties, were valued by the independent valuer, Knight Frank Pte Ltd as at 31 December 2012, for the purposes of the annual asset revaluation, in accordance with the Property Funds Appendix. In arriving at the market value of each Portfolio Property, Knight Frank adopted the investment method and the discounted cash flow analysis approach.

COMPETITION Those Portfolio Properties located in industrial areas are likely to face potential competition from existing or new properties of a similar type within the same area, as well as from the establishment of new industrial areas and areas designated for use by industrial service providers. Sabana REIT believes that the Portfolio Properties are well-positioned to withstand the competition, given their quality and strategic locations. In addition, most of the Portfolio Properties are leased back to their Vendors under Master Leases, thus providing a stable and resilient income stream. The Manager will continue to work closely with the tenants to ensure that the Portfolio Properties continue to meet their changing needs and requirements. Sabana REIT believes that there is sufficient demand for existing and new facilities in all of the regions in which the Portfolio Properties are located. Sabana REIT expects to face competition for the acquisition of properties in Singapore and the rest of Asia from other industrial REITs and property funds. However, Sabana REIT believes that it will benefit from the strength, knowledge and network of the Sponsor in the execution of its acquisition strategy. In addition to working with the Sponsor, Sabana REIT will also work closely with other industrial service providers.

89 INSURANCE Under the Shari’ah Guidelines, Sabana REIT is required to seek Takaful for the purposes of fire insurance and loss of rent insurance, except where Takaful are unable to provide the required coverage or is not in the jurisdiction of its business dealing and provided prior approval from the Independent Shari’ah Committee is obtained, in which case Sabana REIT shall be entitled to opt for conventional insurance schemes. The Manager, with the approval of the Independent Shari’ah Committee, has taken out insurance for fire and loss of rent structured to replicate the Takaful structure on the basis that there is no commercially viable Takaful alternative available in Singapore. The Portfolio Properties are insured in accordance with industry practice in Singapore.

90 151 LORONG CHUAN

Description 151 Lorong Chuan comprises a six-storey industrial building with a ground level carpark. The building has a large expanse of roof which can accommodate large infrastructure such as satellite dishes. The property is located along Lorong Chuan in the north-eastern part of Singapore. It is conveniently located opposite Lorong Chuan MRT station on the Circle Line and is well served by major expressways such as the Central Expressway. The table below sets out a summary of selected information on 151 Lorong Chuan:

Property Type High-tech Industrial

Remaining Land Leasehold Tenure 43 years (as at 31 December 2012) Issue of Certificate of Statutory CSC: 7 August 1991, 9 November 1991, 23 August 1997 Completion (“CSC”) / Temporary and 18 September 1997 Occupation Permit (“TOP”) TOP: 27 May 1996

Land Area 428,370 sq ft Gross Floor Area 810,710 sq ft Vendor Branbury Investments Ltd Initial Annual Rent S$24.0 million Valuation (as at 31 December 2012) S$336.5 million Purchase Price S$305.9 million Competitive Strengths Located near Lorong Chuan MRT station on the Circle Line Accessible via the Central Expressway Easy access to labour due to close proximity to residential estates Quality high profile tenants such as HBO, ESPN, Lenovo and Kodak Suitable for a wide range of industrial activities such as R&D, office, high-tech industrial and warehousing

The Master Lease 151 Lorong Chuan is leased to Branbury Investments Ltd as the Master Lessee. The initial lease term is three years from the completion date of the sale and purchase, on a triple net basis. Security deposits in the form of cash or bank guarantees totalling S$6.0 million are held by Sabana REIT, representing an average of three months of rent. The initial annual rent was S$24.0 million. There is no rental escalation under the Master Lease agreement for 151 Lorong Chuan.

91 8 COMMONWEALTH LANE

Description 8 Commonwealth Lane comprises a four-storey light industrial building with a six-storey annex. The property is located along Commonwealth Lane, around eight kilometres from the city centre. Situated near the science and technology hub of Singapore, the property is within close proximity of R&D centres such as the GMTI Building, Haw Par Technocentre and Biopolis and Fusionopolis at one- north. Other notable buildings within the vicinity are National University of Singapore and Singapore Polytechnic. The property is easily accessible via the Ayer Rajah Expressway and is within walking distance from Commonwealth MRT station on the East-West Line. The table below sets out a summary of selected information on 8 Commonwealth Lane:

Property Type High-tech Industrial

Remaining Land Leasehold Tenure 46 years(1) (as at 31 December 2012)

Issue of CSC/TOP CSC: 30 April 2007 and 7 June 2011 TOP: 18 December 2006 and 10 January 2011

Land Area 64,773 sq ft

Gross Floor Area 161,815 sq ft(2)

Vendor Utraco Greentech Pte. Ltd.

Initial Annual Rent S$5.4 million

Valuation (as at 31 December 2012) S$77.0 million

Purchase Price S$70.3 million

Competitive Strengths Located near Commonwealth MRT station on the East-West Line Accessible via the Ayer Rajah Expressway Strategically located within close proximity of tertiary institutions and research institutions Easy access to amenities (e.g. food centres) Suitable for a wide range of industrial activities such as R&D, ancillary office, high-tech industrial and warehousing

Notes: (1) Includes an option for Sabana REIT to renew the land lease term for a further term of 23 years upon expiry. (2) Includes 32,734 sq ft extension to the Portfolio Property.

The Master Lease 8 Commonwealth Lane is leased to Utraco Greentech Pte. Ltd. as the Master Lessee. The initial lease term is three years from the completion date of the sale and purchase. The initial annual rent was S$5.4 million with rental escalation to be calculated at 1.5 per cent. per annum over the preceding year’s rent. The initial annual rent for 8 Commonwealth Lane was paid to Sabana REIT upon completion of the sale and purchase, on a triple net basis.

92 9 TAI SENG DRIVE

Description

9 Tai Seng Drive comprises a six-storey building with a basement car park. The building accommodates warehouse, production and ancillary office units on the first-storey, a data warehousing and ancillary office unit on the fifth storey, and a warehouse, production and ancillary office units on the remaining levels.

The property is located along Tai Seng Drive, within Tai Seng Industrial Estate, nine kilometres away from the city centre. The property is situated within a three minute drive from the newly-opened Tai Seng MRT station on the Circle Line. In addition, it is well served by major expressways including the Pan-Island Expressway and Kallang-Paya Lebar Expressway.

The table below sets out a summary of selected information on 9 Tai Seng Drive:

Property Type High-tech Industrial

Remaining Land Leasehold Tenure 42 years(1) (as at 31 December 2012)

Issue of CSC/TOP CSC: 13 December 2000 and 25 February 2003

TOP: 20 March 2002

Land Area 87,498 sq ft

Gross Floor Area 218,905 sq ft

Vendor Geo-Tele Pte. Ltd.

Initial Annual Rent N/A

Valuation (as at 31 December 2012) S$46.7 million(2)

Purchase Price S$46.3 million

Competitive Strengths Located near Tai Seng MRT station on the Circle Line

Accessible via the Pan-Island Expressway and Kallang- Paya Lebar Expressway

Easy access to labour due to close proximity to residential estates

High-profile tenants including DHL and Savvis Singapore

Easy access to amenities (e.g. food centres)

Suitable for wide range of industries including light manufacturing, storage, R&D and ancillary office

Notes:

(1) Includes an option for Sabana REIT to renew the land lease term for a further term of 30 years upon expiry. (2) Includes an aggregate rental support of S$3.4 million (with a present value of S$2.7 million), undrawn as at 31 December 2012, provided by the Vendor which can be drawn down over five years from the Listing Date.

Tenant Information 9 Tai Seng Drive currently has eight tenants, including DHL Supply Chain Singapore Pte. Ltd., Savvis Singapore Company Pte Ltd and SiS Technologies Pte Ltd.

In addition, the vendor for 9 Tai Seng Drive has provided an aggregate rental support of S$6.3 million which can be drawn down over five years from the Listing Date.

93 Rental Support The gross consideration paid by Sabana REIT represented the fair value of the Portfolio Property (with valuation taking into account market rent, and not just contractual rent). The gross consideration of S$46.3 million represented the sum of the valuation of 9 Tai Seng Drive based on the contracted rentals and the present value of the rental support provided by the Vendor, to be accounted as an intangible asset in accordance with FRS 38 Intangible Assets as it represents a separately identifiable non-monetary contractual right to receive future payments, as follows: (i) the investment property would be initially carried at fair value (S$41.2 million) which is based on contractual cash flows, from the Portfolio Property, excluding the rental support from the Vendor; (ii) the intangible asset had an initial carrying amount of S$5.1 million, being the rental support from the Vendor; (iii) the intangible asset would be amortised systematically to the statement of total return over the rental support period; and (iv) the rental support received from the Vendor would be recognised as rental revenue in the statement of total return over the rental support period.

94 200 PANDAN LOOP

Description 200 Pandan Loop comprises an eight-storey industrial building with a basement car park. The property is located along Pandan Loop in the south-western part of Singapore within close proximity to residential estates. The property is well served by major arterial roads and transport networks such as the Ayer Rajah Expressway and West Coast Highway. Public transport and other amenities are available in the vicinity. The table below sets out a summary of selected information on 200 Pandan Loop:

Property Type High-tech Industrial

Remaining Land Leasehold Tenure 70 years (as at 31 December 2012)

Issue of CSC/TOP CSC: 16 March 1996 TOP: 29 June 1995

Land Area 74,283 sq ft

Gross Floor Area 180,186 sq ft

Vendor Eccott Pte Ltd

Initial Annual Rent S$3.2 million

Valuation (as at 31 December 2012) S$48.1 million

Purchase Price S$41.5 million

Competitive Strengths Accessible via the Ayer Rajah Expressway Easy access to labour as property is in close proximity to residential estates Suitable for a wide range of industrial activities such as a data centre, R&D, high-tech industrial purposes and as office space

The Master Lease 200 Pandan Loop is leased to Eccott Pte Ltd as the Master Lessee. The initial lease term is three years from the completion date of the sale and purchase, on a triple net basis. Security deposits in the form of cash or bank guarantees totalling S$0.8 million are held by Sabana REIT, representing an average of three months of rent. The initial annual rent was S$3.2 million. There is no rental escalation under the Master Lease agreement for 200 Pandan Loop.

95 15 JALAN KILANG BARAT

Description 15 Jalan Kilang Barat comprises an eight-storey industrial building. The building has a multi-storey car park facility at the second and third storey. The property is located along Jalan Kilang Barat in the central part of Singapore within close proximity to residential estates. It is conveniently accessible by the Ayer Rajah Expressway and Redhill MRT station on the East-West Line. Public transport and other amenities are available in the vicinity. The table below sets out a summary of selected information on 15 Jalan Kilang Barat:

Property Type High-tech Industrial

Remaining Land Leasehold Tenure 48 years (as at 31 December 2012)

Issue of CSC/TOP CSC: 5 May 2003 TOP: 24 January 2002

Land Area 25,157 sq ft

Gross Floor Area 73,928 sq ft

Vendor Ho Bee Developments Pte Ltd

Initial Annual Rent S$2.6 million

Valuation (as at 31 December 2012) S$37.1 million

Purchase Price S$34.5 million

Competitive Strengths Located near Redhill MRT station on the East-West Line Accessible via the Ayer Rajah Expressway Easy access to labour as property is in close proximity to residential estates Easy access to amenities (e.g. food centres)

The Master Lease 15 Jalan Kilang Barat is leased to Ho Bee Developments Pte Ltd as the Master Lessee. The initial lease term is five years from the completion date of the sale and purchase, on a triple net basis. Security deposits in the form of cash or bank guarantees totalling S$2.6 million are held by Sabana REIT, representing an average of twelve months of rent. The initial annual rent was S$2.6 million with rental escalation to be calculated at 1.5 per cent. per annum over the preceding year’s rent.

96 1 TUAS AVENUE 4

Description

1 Tuas Avenue 4 is a proposed part three-/part six-storey industrial building currently under construction.

The property is located in the western part of Singapore within Jurong Industrial Estate and is in close proximity to the PSA Terminals, Jurong Port and Jurong Island. The property is well served by major transport networks including the Ayer Rajah Expressway and the future Tuas Crescent MRT station along the upcoming Tuas West Extension on the East-West Line. Public transport and other amenities are available in the vicinity.

The table below sets out a summary of selected information on 1 Tuas Avenue 4:

Property Type High-tech Industrial

Remaining Land Leasehold Tenure 34 years(1) (as at 31 December 2012)

Issue of CSC/TOP CSC: 22 June 2001

TOP: 25 June 1999

Land Area 140,353 sq ft

Gross Floor Area 160,361 sq ft

Vendor Premier G & U Districenters Pte. Ltd.

Initial Annual Rent S$2.1 million

Valuation (as at 31 December 2012) S$30.0 million

Purchase Price S$28.0 million

Competitive Strengths Building is under conversion, will have high specifications to host Tier 4 data centre

Close proximity to the future Tuas Crescent MRT

Accessible via the Ayer Rajah Expressway and Pan-Island Expressway

Opportunity to maximise plot ratio as it has not been fully utilised

Note:

(1) Includes an option for Sabana REIT to renew the land lease term for a further term of 21 years and 4 months upon expiry.

The Master Lease

1 Tuas Avenue 4 was leased to Premier G & U Districenters Pte. Ltd. as the Master Lessee. The initial lease term is three years from the completion date of the sale and purchase, on a triple net basis. Security deposits in the form of cash or bank guarantees totalling S$2.1 million were held by Sabana REIT, representing an average of 12 months of rent.

The initial annual rent was S$2.1 million with rental escalation to be calculated at 2.0 per cent. per annum over the preceding year’s rent.

The Master Lessee went into voluntary liquidation in March 2011 and the security deposits were fully drawn down.

97 On 28 March 2012, Sabana REIT, with JTC’s approval, entered into a new Master Lease agreement with AWAN Data Centre Pte. Ltd. Under the lease agreement, which commenced on 1 April 2012, the new master tenant will lease the property for 10 years with an option to renew for a further term of 5 years. The new master tenant will operate as a facility for activities such as data processing, hosting and computer services that meets TVRA & Singapore’s Green Mark data centre standards. Due to the permitted use as a data centre, the property was reclassified from chemical warehouse & logistics to high-tech industrial space.

98 23 SERANGOON NORTH AVENUE 5

Description 23 Serangoon North Avenue 5 comprises a five-storey industrial building with a mezzanine level, located on the northern side of Serangoon North Avenue 5 off Yio Chu Kang Road within Serangoon North Industrial Estate, and is approximately 12.0 kilometres from the city centre. Completed in 2008, the property is a JTC leasehold estate of 30 + 20 years 15 days tenure commencing from 16 September 2006. The table below sets out a summary of selected information on 23 Serangoon North Avenue 5:

Property Type High-tech Industrial

Remaining Land Leasehold Tenure 44 years(1) (as at 31 December 2012)

Issue of CSC/TOP CSC: 20 November 2008 TOP: 14 March 2008

Land Area 64,579 sq ft

Gross Floor Area 159,384 sq ft

Vendor Ban Teck Han Enterprise Co Pte Ltd

Initial Annual Rent S$4.5 million

Valuation (as at 31 December 2012) S$61.5 million

Purchase Price S$61.0 million

Competitive Strengths Good sub-tenancy profile comprising multi-national corporations Good building specifications and is well designed and very functional

Note:

(1) Includes an option for Sabana REIT to renew the land lease term for a further term of 20 years 15 days upon expiry.

The Master Lease 23 Serangoon North Avenue 5 is leased to Ban Teck Han Enterprise Co Pte Ltd as the Master Lessee, for a term of three years commencing from the completion date of the sale and purchase, with an option to renew for a further term of three years, on a triple net basis. Security deposits in the form of cash or bank guarantee totalling S$4.5 million are held by Sabana REIT, representing an average of 12 months of rent. The initial annual rent was S$4.5 million with rental escalation to be calculated at 1.75 per cent. per annum over the preceding year’s rent.

99 33 & 35 PENJURU LANE

Description 33 & 35 Penjuru Lane is a chemical storage warehouse complex comprising three buildings — a four- storey warehouse building, a part single-storey, part three-storey warehouse building and a single- storey warehouse with mezzanine floor. The property is located within Jurong Industrial Estate, which is considered to be the key logistics cluster of the Jurong Industrial Precinct given its proximity to the PSA Terminals, Jurong Port and Jurong Island. It is well served by major arterial roads and transport networks such as the nearby Ayer Rajah Expressway, Pan-Island Expressway, West Coast Highway, and Jurong East MRT station on the East-West Line. Public transport and other amenities are available in the vicinity. The table below sets out a summary of selected information on 33 & 35 Penjuru Lane:

Property Type Chemical Warehouse & Logistics

Remaining Land Leasehold Tenure 36 years(1) (as at 31 December 2012)

Issue of CSC/TOP CSC: 11 May 1992, 20 June 1994, 29 August 1994, 9 October 2008, 23 October 2008 and 24 April 2009 TOP: Not available

Land Area 277,236 sq ft

Gross Floor Area 286,192 sq ft

Vendor Freight Links Express Logisticpark Pte Ltd

Initial Annual Rent S$6.2 million

Valuation (as at 31 December 2012) S$83.4 million

Purchase Price S$78.9 million

Competitive Strengths Approved by authorities and built to specifications to handle hazardous chemical products Accessible via the Ayer Rajah Expressway, Pan-Island Expressway and West Coast Highway Opportunity to maximise plot ratio as it has not been fully utilised Close proximity to Jurong Island which is Singapore’s petrochemical hub

Note:

(1) Includes an option for Sabana REIT to renew the land lease term for a further term of 31 years upon expiry. By a letter dated 9 December 2008, JTC confirmed that Freight Links Express Logisticpark has qualified for the renewal of the land lease term for a further term of 31 years with effect from 16 February 2018.

The Master Lease 33 & 35 Penjuru Lane is leased to Freight Links Express Logisticpark Pte Ltd as the Master Lessee. The initial lease term is five years from the completion date of the sale and purchase, on a triple net basis. Security deposits in the form of cash or bank guarantees totalling S$4.8 million are held by Sabana REIT, representing an average of nine months of rent. The initial annual rent was S$6.2 million with rental escalation to be calculated at 1.5 per cent. per annum over the preceding year’s rent.

100 18 GUL DRIVE

Description 18 Gul Drive comprise a part two/part four-storey single-user industrial warehouse. The property is located within Jurong Industrial Estate and is in close proximity to the PSA Terminals, Jurong Port and Jurong Island. The property is well served by major arterial roads and transport networks including the Ayer Rajah Expressway and the future Gul Circle MRT station along the upcoming Tuas West Extension on the East-West Line. Public transport and other amenities are available in the vicinity. The table below sets out a summary of selected information on 18 Gul Drive:

Property Type Chemical Warehouse & Logistics

Remaining Land Leasehold Tenure 26 years(1) (as at 31 December 2012)

Issue of CSC/TOP CSC: 24 June 2010 TOP: 12 November 2009

Land Area 92,449 sq ft

Gross Floor Area 132,878 sq ft

Vendor LTH Logistics (Singapore) Pte Ltd

Initial Annual Rent S$2.7 million

Valuation (as at 31 December 2012) S$35.5 million

Purchase Price S$34.1 million

Competitive Strengths Approved by authorities and built to specifications to handle hazardous chemical products Accessible via the Ayer Rajah Expressway Close proximity to Jurong Island which is Singapore’s petrochemical hub

Note:

(1) Includes an option for Sabana REIT to renew the land lease term for a further term of 20 years upon expiry.

The Master Lease 18 Gul Drive was leased to LTH Logistics (Singapore) Pte Ltd as the initial Master Lessee, on a triple net basis. The lease was novated on existing terms to the existing Master Lessee, Crystal Freight Services Distripark Pte Ltd, a wholly owned subsidiary of the Sponsor, on 4 July 2011. The initial lease term is five years from the completion date of the sale and purchase. Security deposits in the form of cash or bank guarantees totalling S$2.1 million are held by Sabana REIT, representing an average of nine months of rent. The initial annual rent was S$2.7 million with rental escalation to be calculated at 1.5 per cent. per annum over the preceding year’s rent.

101 34 PENJURU LANE

Description 34 Penjuru Lane comprises a five-storey single-user warehouse with ancillary offices. It accommodates warehouse spaces from the first to fifth storey and ancillary offices on the second storey. The property is located within Jurong Industrial Estate and is in close proximity to the PSA Terminals, Jurong Port, Jurong Island and is well served by major transport networks including the Ayer Rajah Expressway, Pan-Island Expressway, West Coast Highway, and Jurong East MRT station on the East- West Line. The table below sets out a summary of selected information on 34 Penjuru Lane:

Property Type Warehouse & Logistics

Remaining Land Leasehold Tenure 20 years (as at 31 December 2012)

Issue of CSC/TOP CSC: 12 May 2009 TOP: 12 January 2009

Land Area 165,873 sq ft

Gross Floor Area 414,270 sq ft

Vendor SB (Lakeside) Investment Pte. Ltd.

Initial Annual Rent S$5.0 million

Valuation (as at 31 December 2012) S$63.7 million

Purchase Price S$60.0 million

Competitive Strengths Accessible via the Ayer Rajah Expressway Located within the warehousing zone in Jurong area Versatile use and can handle all types of general cargo

The Master Lease 34 Penjuru Lane is leased to SB (Lakeside) Investment Pte. Ltd. as the Master Lessee. The initial lease term is five years from the completion date of the sale and purchase, on a triple net basis. Security deposits in the form of cash or bank guarantees totalling S$2.6 million are held by Sabana REIT, representing an average of six months of rent. The initial annual rent was S$5.0 million with rental escalation to be calculated at 2.0 per cent. per annum over the preceding year’s rent.

102 51 PENJURU ROAD

Description 51 Penjuru Road comprises a part single-storey, part three-storey and part four-storey purpose-built warehouse building with mezzanine floor. The warehouse block accommodates an automated storage and retrieval system warehouse with a height of 33.0 metres. The property is located in the western part of Singapore, at the intersection of Penjuru Road and Jalan Buroh. The property is in close proximity to the PSA Terminals, Jurong Port and Jurong Island and is well served by major arterial roads, transport networks such as the Ayer Rajah Expressway and Jurong East MRT station on the East-West Line. The table below sets out a summary of selected information on 51 Penjuru Road:

Property Type Warehouse & Logistics

Remaining Land Leasehold Tenure 42 years(1) (as at 31 December 2012)

Issue of CSC/TOP CSC: 2 November 1999 TOP: 25 February 1999

Land Area 157,064 sq ft

Gross Floor Area 246,376 sq ft

Vendor Freight Links Express Logisticentre Pte Ltd

Initial Annual Rent S$3.3 million

Valuation (as at 31 December 2012) S$47.3 million

Purchase Price S$42.5 million

Competitive Strengths Located within the warehousing zone of Jurong Industrial Estate Accessible via the Ayer Rajah Expressway Versatile use and can handle all types of general cargo Warehouse block accommodates a specialised automated storage and retrieval system Opportunity to maximise plot ratio as it has not been fully utilised

Note:

(1) Includes an option for Sabana REIT to renew the land lease term for a further term of 30 years upon expiry.

The Master Lease 51 Penjuru Road is leased to Freight Links Express Logisticentre Pte Ltd as the Master Lessee. The initial lease term is five years from the completion date of the sale and purchase, on a triple net basis. Security deposits in the form of cash or bank guarantees totalling S$2.6 million are held by Sabana REIT, representing an average of nine months of rent. The initial annual rent was S$3.3 million with rental escalation to be calculated at 1.5 per cent. per annum over the preceding year’s rent.

103 26 LOYANG DRIVE

Description 26 Loyang Drive comprises a single-storey warehouse building with mezzanine floors. The building accommodates warehouse and production areas, workshops, offices and facilities rooms on the first storey, while facilities rooms, a canteen, general office, partitioned offices, meeting room and conference room are located on the mezzanine levels. The property is situated within the Loyang Industrial Estate which is strategically located at the eastern part of Singapore, close to Changi Airport. It is well served by expressways and major roads such as the Tampines Expressway, East Coast Parkway, Pan-Island Expressway and Loyang Avenue. Public transport and other amenities are available in the vicinity. The table below sets out a summary of selected information on 26 Loyang Drive:

Property Type Warehouse & Logistics

Remaining Land Leasehold Tenure 41 years(1) (as at 31 December 2012)

Issue of CSC/TOP CSC: 1 November 2007 TOP: 6 October 2006

Land Area 195,430 sq ft

Gross Floor Area 149,166 sq ft

Vendor Oxley & Hume Builders Pte. Ltd.

Initial Annual Rent S$2.5 million

Valuation (as at 31 December 2012) S$34.2 million

Purchase Price S$32.0 million

Competitive Strengths Accessible via the Tampines Expressway and Pan-Island Expressway Close proximity to Changi Airport Suitable for a wide range of industrial activities with high floor loading, high floor to ceiling height, large continuous floor plate and wide column span Opportunity to maximise plot ratio as it has not been fully utilised

Note:

(1) Includes an option for Sabana REIT to renew the land lease term for a further term of 18 years upon expiry.

The Master Lease 26 Loyang Drive is leased to Oxley & Hume Builders Pte. Ltd. as the Master Lessee. The initial lease term is five years from the completion date of the sale and purchase, on a triple net basis. Security deposits in the form of cash or bank guarantees totalling S$2.5 million are held by Sabana REIT, representing an average of twelve months of rent. The initial annual rent was S$2.5 million with rental escalation to be calculated at 1.5 per cent. per annum over the preceding year’s rent.

104 3 KALLANG WAY 2A

Description 3 Kallang Way 2A comprises a seven-storey building with a basement car park located off Aljunied Road. The building accommodates ancillary office areas on the third and fourth storey and warehouse and manufacturing areas on the other levels. The property is located in the eastern part of Singapore, some six kilometres away from the city centre. Situated within Kallang Way Industrial Estate, it is well served by expressways and major roads such as the Pan Island Expressway, Kallang-Paya Lebar Expressway and Aljunied Road. Public transport facilities are readily available along Aljunied Road. The nearest MRT station is Macpherson MRT station on the Circle Line. The table below sets out a summary of selected information on 3 Kallang Way 2A:

Property Type Warehouse & Logistics

Remaining Land Leasehold Tenure 42 years(1) (as at 31 December 2012)

Issue of CSC/TOP CSC: 28 April 2003 TOP: Not available

Land Area 33,533 sq ft

Gross Floor Area 83,646 sq ft

Vendor Fong Tat Motor Co. Pte. Ltd.

Initial Annual Rent S$1.2 million

Valuation (as at 31 December 2012) S$15.9 million

Purchase Price S$15.0 million

Competitive Strengths Accessible via Pan-Island Expressway and Kallang-Paya Lebar Expressway Located near Aljunied MRT station on the East-West Line and Macpherson MRT station on the Circle Line Easy access to labour as property is in close proximity to residential estates Suitable for a wide range of industrial activities including manufacturing, storage, R&D, as ancillary office space and for warehousing purposes

Note:

(1) Includes an option for Sabana REIT to renew the land lease term for a further term of 30 years upon expiry.

The Master Lease 3 Kallang Way 2A is leased to Fong Tat Motor Co. Pte. Ltd. as the Master Lessee. The initial lease term is three years from the completion date of the sale and purchase, on a triple net basis. Security deposits in the form of cash or bank guarantees totalling S$1.2 million are held by Sabana REIT, representing an average of 12 months of rent. The initial annual rent was S$1.2 million with rental escalation to be calculated at an average of 1.8 per cent. per annum over the preceding year’s rent.

105 218 PANDAN LOOP

Description 218 Pandan Loop comprises a single-storey cold room warehouse with mezzanine floor and a two- storey office building. The property is situated within Jurong Industrial Estate, which is considered to be the key logistics cluster of the Jurong Industrial Precinct given its proximity to the PSA Terminals, Jurong Port and Jurong Island. It is well served by major arterial roads and transport networks such as the nearby Ayer Rajah Expressway, Pan-Island Expressway and West Coast Highways and Jurong East and Clementi MRT station on the East-West Line. The table below sets out a summary of selected information on 218 Pandan Loop:

Property Type Warehouse & Logistics

Remaining Land Leasehold Tenure 37 years(1) (as at 31 December 2012)

Issue of CSC/TOP CSC: 9 June 1993, 25 November 2010 TOP: 17 August 1992

Land Area 96,689 sq ft

Gross Floor Area 50,374 sq ft

Vendor Freight Links Express Air Systems Pte Ltd

Initial Annual Rent S$1.1 million

Valuation (as at 31 December 2012) S$14.3 million

Purchase Price S$13.5 million

Competitive Strengths Accessible via the Ayer Rajah Expressway and Pan-Island Expressway Located within the food zone in Pandan Loop amongst companies like Delifrance, Gardenia and Pasta Fresca Built to specifications for perishable food and halal meat products storage Contains a cold room for storage purposes Opportunity to maximise plot ratio as it has not been fully utilised

Note:

(1) Includes an option for Sabana REIT to renew the land lease term for a further term of 30 years upon expiry.

The Master Lease 218 Pandan Loop is leased to Freight Links Express Air Systems Pte Ltd as the Master Lessee. The initial lease term is five years from the completion date of the sale and purchase, on a triple net basis. Security deposits in the form of cash or bank guarantees totalling S$0.8 million are held by Sabana REIT, representing an average of nine months of rent. The initial annual rent was S$1.1 million with rental escalation to be calculated at 1.5 per cent. per annum over the preceding year’s rent.

106 3A JOO KOON CIRCLE

Description 3A Joo Koon Circle comprises a two-storey warehouse building with mezzanine floor and a part three-/ part four-storey factory building. The property is located along Joo Koon Circle, off Benoi Road, about 19.9 kilometres from the city centre. 3A Joo Koon Circle is a JTC leasehold estate of 30 + 30 years tenure commencing from 1 August 1987. The table below sets out a summary of selected information on 3A Joo Koon Circle:

Property Type Warehouse & Logistics

Remaining Land Leasehold Tenure 35 years(1) (as at 31 December 2012)

Issue of CSC/TOP CSC: 11 May 1989, 30 November 1990, 29 March 1995, 30 May 1996, 31 October 1997, 1 November 1997, 23 October 2008 TOP: Not available

Land Area 156,649 sq ft

Gross Floor Area 217,899 sq ft

Vendor Ringford Pte. Ltd.

Initial Annual Rent S$3.0 million

Valuation (as at 31 December 2012) S$41.8 million

Purchase Price S$40.3 million

Competitive Strengths Strategically located along Joo Koon Circle, within walking distance from Joo Koon MRT station Easily accessible by Pan Island Expressway and Ayer Rajah Expressway Good building specifications which can cater to diverse trade sector

Note:

(1) Includes an option for Sabana REIT to renew the land lease term for a further term of 30 years upon expiry.

The Master Lease 3A Joo Koon Circle is leased to Ringford Pte. Ltd. as the Master Lessee. The initial lease term is three years from the completion date of the sale and purchase, on a triple net basis. Security deposits in the form of cash or bank guarantees totalling S$2.0 million are held by Sabana REIT, representing an average of eight months of rent. The initial annual rent was S$3.0 million with rental escalation to be calculated at 1.5 per cent. per annum over the preceding year’s rent.

107 2 TOH TUCK LINK

Description 2 Toh Tuck Link comprises a part four-/part six-storey warehouse building with a basement carpark. 2 Toh Tuck Link is a JTC leasehold estate of 30 + 30 years tenure commencing from 16 December 1996. The property is located along Toh Tuck Link, off Toh Tuck Avenue, about 15.6 kilometres from the city centre. The table below sets out a summary of selected information on 2 Toh Tuck Link:

Property Type Warehouse & Logistics

Remaining Land Leasehold Tenure 44 years(1) (as at 31 December 2012)

Issue of CSC/TOP CSC: 3 May 2001,17 July 2008 TOP: 16 December 1998

Land Area 72,473 sq ft

Gross Floor Area 181,705 sq ft

Vendor Winfred Pte. Ltd.

Initial Annual Rent S$2.9 million

Valuation (as at 31 December 2012) S$40.9 million

Purchase Price S$40.1 million

Competitive Strengths Strategically located along Toh Tuck Link and is easily accessible by both Pan Island Expressway and Ayer Rajah Expressway Approximately two kilometres away from Jurong East MRT station and Clementi MRT station Good building specification suitable for diverse trade sectors

Note:

(1) Includes an option for Sabana REIT to renew the land lease term for a further term of 30 years upon expiry.

The Master Lease 2 Toh Tuck Link is leased to Crescendas Logistics Solutions Pte. Ltd. as the Master Lessee. The initial lease term is three years from the completion date of the sale and purchase, on a triple net basis. Security deposits in the form of cash or bank guarantees totalling S$2.0 million are held by Sabana REIT, representing an average of eight months of rent. The initial annual rent was S$2.9 million with rental escalation to be calculated at 1.5 per cent. per annum over the preceding year’s rent.

108 123 GENTING LANE

Description 123 Genting Lane comprises an eight-storey building with ancillary offices. The building accommodates ancillary office areas on the seventh storey, an air-conditioned canteen on the eighth storey and warehouse, manufacturing and ancillary office on the remaining levels. The property is located in the eastern part of Singapore some six kilometres away from the city centre. Situated within Kallang Way Industrial Estate, it is well served by expressways and major roads such as the Pan-Island Expressway, Kallang-Paya Lebar Expressway and Aljunied Road. Public transport facilities are readily available along Aljunied Road. The nearest MRT station is Aljunied MRT station on the East-West Line. The table below sets out a summary of selected information on 123 Genting Lane:

Property Type General Industrial

Remaining Land Leasehold Tenure 29 years (as at 31 December 2012)

Issue of CSC/TOP CSC:17 April 1996, 20 September 2001 and 3 January 2007 TOP: Not available

Land Area 64,771 sq ft

Gross Floor Area 158,907 sq ft

Vendor Yenom Industries Pte Ltd

Initial Annual Rent S$2.0 million

Valuation (as at 31 December 2012) S$25.7 million

Purchase Price S$24.5 million

Competitive Strengths Located near Aljunied MRT station on the East-West Line Accessible via the Pan-Island Expressway and Kallang- Paya Lebar Expressway Easy excess to labour as property is in close proximity to residential estates Suitable for wide range of activities including light manufacturing, storage, R&D and as an ancillary office space

The Master Lease 123 Genting Lane is leased to Yenom Industries Pte Ltd as the Master Lessee. The initial lease term is three years from the completion date of the sale and purchase, on a triple net basis. Security deposits in the form of cash or bank guarantees totalling S$2.5 million are held by Sabana REIT, representing an average of 15 months of rent. The initial annual rent was S$2.0 million with rental escalation to be calculated at 1.5 per cent. per annum over the preceding year’s rent.

109 30 & 32 TUAS AVENUE 8

Description 30 & 32 Tuas Avenue 8 comprises two original “E8” JTC standard factories with an adjoining four- storey purpose-built factory with ancillary offices. The property is situated within Jurong Industrial Estate, which is considered to be the key logistics cluster of the Jurong Industrial Precinct given its proximity to the PSA Terminals, Jurong Port and Jurong Island. It is well served by major arterial roads and transport networks such as the nearby Ayer Rajah Expressway and Pan-Island Expressway, West Coast Highways and the future Tuas Crescent MRT station along the upcoming Tuas West Extension on the East-West Line. The table below sets out a summary of selected information on 30 & 32 Tuas Avenue 8:

Property Type General Industrial

Remaining Land Leasehold Tenure 44 years(1) (as at 31 December 2012)

Issue of CSC/TOP CSC: 19 February 1997, 17 September 1998, 6 March 1999, 27 November 2002 TOP: 21 November 1995

Land Area 157,141 sq ft

Gross Floor Area 158,846 sq ft

Vendor Freight Links Fabpark Pte. Ltd.

Initial Annual Rent S$1.9 million

Valuation (as at 31 December 2012) S$26.4 million

Purchase Price S$24.0 million

Competitive Strengths Accessible via the Ayer Rajah Expressway and Pan Island Expressway Versatile configuration suitable for wide range of manufacturing, warehousing and R&D activities Opportunity to maximise plot ratio as it has not been fully utilised

Note:

(1) Includes an option for Sabana REIT to renew the land lease term for a further term of 30 years upon expiry.

The Master Lease 30 & 32 Tuas Avenue 8 is leased to Freight Links Fabpark Pte. Ltd. as the Master Lessee. The initial lease term is five years from the completion date of the sale and purchase, on a triple net basis. Security deposits in the form of cash or bank guarantees totalling S$1.5 million are held by Sabana REIT, representing an average of nine months of rent. The initial annual rent was S$1.9 million with rental escalation to be calculated at 1.5 per cent. per annum over the preceding year’s rent.

110 39 UBI ROAD 1

Description 39 Ubi Road 1 comprises an eight-storey light industrial building with ancillary office. The property is located on the western side of Ubi Road 1, off Paya Lebar Road, approximately nine kilometres from the city centre. The property is a HDB leasehold estate of 30 + 30 years tenure commencing from 1 January 1992. The table below sets out a summary of selected information on 39 Ubi Road 1:

Property Type General Industrial

Remaining Land Leasehold Tenure 39 years(1) (as at 31 December 2012)

Issue of CSC/TOP CSC: 24 September 1998 TOP: 1 December 1995, 15 November 2011

Land Area 55,284 sq ft

Gross Floor Area 135,513 sq ft

Vendor Ascend Group Pte. Ltd.

Initial Annual Rent S$2.4 million

Valuation (as at 31 December 2012) S$32.5 million

Purchase Price S$32.0 million

Competitive Strengths Strategically located within the major industrial cluster of Ubi Road Excellent infrastructure Proximity to highway networks

Note:

(1) Includes an option for Sabana REIT to renew the land lease term for a further term of 30 years upon expiry.

The Master Lease 39 Ubi Road 1 is leased to Ascend Group Pte. Ltd. as the Master Lessee. The initial lease term is five years from the completion date of the sale and purchase, on a triple net basis. Security deposits in the form of cash or bank guarantees totalling S$2.4 million are held by Sabana REIT, representing an average of 12 months of rent. The initial annual rent was $2.4 million with rental escalation to be calculated at 1.0 per cent. per annum over the preceding year’s rent.

111 21 JOO KOON CRESCENT

Description 21 Joo Koon Crescent comprises a three-storey factory building with ancillary office located along Joo Koon Crescent, approximately 22.8 kilometres from the city centre. The table below sets out a summary of selected information on 21 Joo Koon Crescent:

Property Type General Industrial

Remaining Land Leasehold Tenure 41 years(1) (as at 31 December 2012)

Issue of CSC/TOP CSC: 19 December 2003, 12 June 2008, 30 April 2008, 1 June 2010 TOP: 18 March 1998

Land Area 96,789 sq ft

Gross Floor Area 99,575 sq ft

Vendor AVA Global Pte. Ltd.

Initial Annual Rent S$1.5 million

Valuation (as at 31 December 2012) S$20.9 million

Purchase Price S$20.3 million

Competitive Strengths Strategically located along Joo Koon Crescent, within walking distance from Joo Koon MRT station Easily accessible by Pan Island Expressway and Ayer Rajah Expressway Good building specifications which can cater to diverse trade sectors

Note:

(1) Includes an option for Sabana REIT to renew the land lease term for a further term of 30 years upon expiry.

The Master Lease 21 Joo Koon Crescent is leased to AVA Global Pte. Ltd. as the Master Lessee. The initial lease term is four years from the completion date of the sale and purchase, on a triple net basis. Security deposits in the form of cash or bank guarantees totalling S$1.7 million are held by Sabana REIT, representing an average of 14 months of rent. The initial annual rent was S$1.5 million with rental escalation to be calculated at 1.5 per cent. per annum over the preceding year’s rent.

112 6 WOODLANDS LOOP

Description

6 Woodlands Loop comprises a three-storey general industrial building with ancillary office and mezzanine extension. The property is a JTC leasehold estate of 30 + 30 years tenure commencing from 16 September 1994.

The table below sets out a summary of selected information on 6 Woodlands Loop:

Property Type General Industrial

Remaining Land Leasehold Tenure 42 years(1) (as at 31 December 2012)

Issue of CSC/TOP CSC: 14 April 1999, 12 February 1999, 3 March 2010 TOP: 23 May 1996

Land Area 83,871 sq ft

Gross Floor Area 77,544 sq ft

Vendor Winstant & Co Pte Ltd

Initial Annual Rent S$1.0 million

Valuation (as at 31 December 2012) S$14.8 million(2)

Purchase Price S$14.8 million

Competitive Strengths Strategically located along Woodlands Loop Easily accessible by Bukit Timah Expressway Approximately three kilometres away from Admiralty and Sembawang MRT stations The good building specification is expected to attract tenants from diverse trade sectors The property also provides an attractive opportunity to make use of under-utilised plot ratio

Notes:

(1) Includes an option for Sabana REIT to renew the land lease term for a further term of 30 years upon expiry. (2) Includes an aggregate rental support of S$0.6 million (with a present value of S$0.6 million) undrawn as at 31 December 2012, provided by the Vendor for 6 Woodlands Loop which can be drawn down over three years from 15 December 2011.

The Master Lease The REIT Trustee entered into a lease agreement with the property’s existing tenant, MMI Holdings Limited, as the Master Lessee, for a term of three years commencing from (and including) the date of completion of the sale and purchase, on a single net basis. The vendor, Winstant & Co Pte Ltd provides rental income support, subject to an aggregate maximum sum of S$958,058.00, for a period of three years from the date of the completion of the acquisition. Security deposits in the form of cash or bank guarantees totalling S$0.3 million are held by Sabana REIT, representing an average of three months of rent. The initial annual rent was S$1.0 million with rental escalation to be calculated at 5.1 per cent. per annum for the first year and 1.9 per cent. per annum for the second year, over the preceding year’s rent.

113 6. THE MANAGER

The Manager was incorporated in Singapore under the Companies Act on 15 March 2010. It has a paid-up capital of S$1.0 million as at the Latest Practicable Date, and is 100.0 per cent. owned by SIP. Its registered office is located at 151 Lorong Chuan, #02-03 New Tech Park, Singapore 556741. The Manager is a wholly-owned subsidiary of SIP. SIP is a company incorporated in Singapore, which is 51.0 per cent. owned by Freight Links, 45.0 per cent. owned by Blackwood Investment Pte. Ltd. (“Blackwood”) and 4.0 per cent. owned by Atrium Asia Capital Partners Pte. Ltd. (formerly known as Tarian Capital Partners Pte. Ltd.) (“AACP”) as at the date of this Information Memorandum. The shareholders of Blackwood are Mr Kevin Xayaraj (the Chief Executive Officer and Executive Director of the Manager), Mr Bobby Tay Chiew Sheng (the Chief Strategy Officer and Head of Investor Relations of the Manager), Mr Aw Wei Been (the Chief Operating Officer and Head of Asset Management of the Manager) and Ms Ng Shin Ein (Non-executive Director of the Manager). Freight Links is the sponsor of Sabana REIT. The Freight Links group of companies (comprising Freight Links and its subsidiaries) (the “Freight Links Group”) is one of the largest total logistics solution providers in Singapore. The Freight Links Group provides a comprehensive array of logistics services, and has extensive experience in storing and forwarding all categories of cargo, warehousing and logistics services, transportation and storage of chemicals which include toxic, corrosive and flammable materials. Since its establishment in 1981, the Freight Links Group’s international freight forwarding business has reached over 600 destinations throughout the world. The Freight Links Group offers one of the biggest freight forwarding networks in Singapore, having strong strategic partnerships with a comprehensive network of over 120 freight forwarding agents worldwide. In addition, the Freight Links Group has overseas offices located in Malaysia, Thailand, Hong Kong, the People’s Republic of China, Korea and the United Arab Emirates. Freight Links was listed on the SGX-ST in August 1995 and has a market capitalisation of approximately S$203.8 million as at the Latest Practicable Date.

Board of Directors The Board of Directors of the Manager are: Name Position

Mr Steven Lim Kok Hoong Chairman and Independent Non-executive Director

Mr Yong Kok Hoon Independent Non-executive Director

Mr Kevin Xayaraj Co-founder, Chief Executive Officer and Executive Director

Mr Henry Chua Tiong Hock Non-executive Director

Ms Ng Shin Ein Non-executive Director

Experience and Expertise of the Board of Directors Information on the business and working experience of the directors of the Manager is set out below: Mr Steven Lim Kok Hoong Chairman and Independent Non-executive Director Mr Lim was appointed as the Chairman and Independent Non-executive Director of the Manager on 1 November 2010. He is a member of the Audit Committee and the Nominating and Remuneration Committee. Mr Lim’s rich expertise in the fields of real estate, finance and accounting has made him highly sought-after for high-level management. Besides his appointment at the Manager, Mr Lim also sits as independent director on the boards of several publicly listed companies in Singapore.

114 In his 33 years in public accountancy, Mr Lim held top positions in a number of well-known accounting firms. For example, he was a senior partner at Ernst & Young in Singapore where he served as Audit Partner for various clients and assisted in managing the firm. He also worked for 12 years as Managing Partner at Arthur Andersen and 11 years as the Area Managing Partner, Asia Pacific for Audit & Business Advisory Services. Mr Lim holds a Bachelor of Commerce degree from the University of Western Australia. He is a member of the Institute of Chartered Accountants in Australia and the Institute of Certified Public Accountants of Singapore.

Mr Yong Kok Hoon Independent Non-executive Director Mr Yong was appointed as Independent Non-executive Director of the Manager on 1 November 2010. He is the Chairman of the Audit Committee and the Nominating and Remuneration Committee. Since 2010, Mr Yong has been serving as Managing Director of InnoTek Limited. This was after 12 years in key leadership roles in the SGX-ST listed technology group, first as Executive Director of InnoTek Group and later as Chief Financial Officer of InnoTek Limited. Mr Yong is a Certified Public Accountant and a Fellow of the Association of Chartered Certified Accountants. He started his accounting and auditing career with KPMG LLP and subsequently spent more than 10 years in Ernst & Young until 1994 and thereafter, as a partner in Moore Stephens, an international accounting firm. In his foray into the corporate world, Mr Yong took on the position of Group Financial Controller in the listed FMCG group, QAF Ltd, between 1996 and 1999. With a robust background in accounting, auditing, finance and, advisory services, Mr Yong played pivotal roles in M&A transactions, strategic investments and corporate actions to unlock shareholder value. He has brought these capabilities onboard to InnoTek Limited, where he is the key driver for its strategic direction, corporate governance compliance, and risk management & controls. He had also served as a member of the financial statements review committee and was a member of the China Committee of the Institute of Certified Public Accountants of Singapore. He holds a Master of Business Administration degree from the International Management Centre, Europe.

Mr Kevin Xayaraj Co-founder, Chief Executive Officer and Executive Director Mr Xayaraj is the Co-founder, Chief Executive Officer and Executive Director of the Manager. Since the successful listing of Sabana REIT in November 2010, Mr Xayaraj has led the Manager to achieve the goals set for Sabana REIT at the time of IPO. He also develops and implements key strategies, as well as manages the overall operations of the Manager. Mr Xayaraj has more than 21 years of experience in real estate investment, development and asset management in many property markets. Before joining the Manager, Mr Xayaraj was Director, Real Estate Investments of AACP from October 2009 to August 2010. From January 2009 to August 2009, Mr Xayaraj worked as Senior Manager, Marketing at Cambridge Industrial Property Management Pte. Ltd. Mr Xayaraj was with Cambridge Industrial Trust Management Limited from December 2005 to December 2008 as Assistant Vice President (Investment). From January 2004 to December 2005, he was involved in the business development and asset management at Ascendas Land (Singapore) Pte Ltd. Mr Xayaraj was Vice President, Research and Finance at Pacific Star Asset Management Pte. Ltd. from January 2003 to December 2003 and was Assistant Manager, Project & Financial Analysis at Pacific Star Property Management Pte Ltd from July 2002 to December 2002.

115 Mr Xayaraj also held positions such as Senior Manager (Research) with Jones Lang LaSalle Property Consultants Pte Ltd from January 2002 to April 2002, Equities Research Analyst with OUB Securities Pte Ltd from July 1999 to March 2001, UOB Investment Research Pte Ltd from December 1997 to July 1999 and Tsang & Ong Research (Pte) Ltd from January 1997 to December 1997, and Property Analyst/Valuer at Stewart, Young, Hillesheim & Atlin Ltd in Toronto (Canada) from February 1988 to December 1994. Mr Xayaraj holds a Bachelor of Applied Science (Honours) degree from the University of Windsor and a Master of Business Administration from the Imperial College, University of London.

Mr Henry Chua Tiong Hock Non-executive Director Mr Chua was appointed as Non-executive Director of the Manager on 1 November 2010. He is a member of the Nominating and Remuneration Committee. For more than 20 years, Mr Chua has worked with Freight Links Group, an international and integrated logistics services provider, which he served in numerous vocations of management and operations. Mr Chua is currently Executive Director and Chief Corporate Development Officer of Freight Links Express Holdings Limited and is responsible for corporate development, investment and properties within the Freight Links Group. Mr Chua is concurrently a non-executive director of Freight Management Holdings Berhad, an associate company of Freight Links Express Holdings Limited, which is listed on Bursa Malaysia. Mr Chua also holds the position of Executive Director in a number of other subsidiaries in the Freight Links Group located in Singapore and overseas. Mr Chua holds a Bachelor of Arts degree from the University of Singapore, a Diploma in Personnel Management from the Singapore Institute of Management and Singapore Institute of Personnel Management and a Diploma in Business Administration from the National University of Singapore.

Ms Ng Shin Ein Non-executive Director Ms Ng Shin Ein was appointed as Non-executive Director of the Manager on 1 November 2010. She is also a member of the Audit Committee. She is the Regional Managing Director of Blue Ocean Associates Pte. Ltd., a firm focused on private investments in Asia. Prior to this, Ms Ng was with the SGX-ST, where she was responsible for developing Singapore’s capital market by bringing foreign companies to list in Singapore. Additionally, she was part of the Singapore Exchange’s Initial Public Offering Approval Committee. Ms Ng started her career as a corporate lawyer in Messrs Lee & Lee, pursuant to her admission as an advocate and solicitor of the Singapore’s Supreme Court. Whilst in legal practice, she advised on joint ventures, mergers and acquisitions and fund raising exercises. Ms Ng sits on the boards of NTUC Fairprice Cooperative, Yanlord Land Group Limited, First Resources Limited and Eu Yan Sang International Ltd. Additionally, she is an adjunct research fellow focused on Philanthropy and social enterprises with the Business School of National University of Singapore. Ms Ng holds a Bachelor of Laws degree from the Queen Mary and Westfield College, University of London and a Post Graduate Diploma in Singapore Law from the National University of Singapore.

116 Management The Executive Officers of the Manager are: Name Position

Mr Kevin Xayaraj Chief Executive Officer and Executive Director

Mr Bobby Tay Chiew Sheng Chief Strategy Officer and Head of Investor Relations

Mr Aw Wei Been Chief Operating Officer and Head of Asset Management

Ms Tan Chiew Kian Chief Financial Officer

Experience and Expertise of the Executive Officers Information on the working experience of the executive officers of the Manager is set out below: Mr Kevin Xayaraj Co-founder, Chief Executive Officer and Executive Director Details of his working experience have been set out in the section “The Manager - Experience and Expertise of the Board of Directors”.

Mr Bobby Tay Chiew Sheng Co-founder, Chief Strategy Officer and Head of Investor Relations Mr Tay is Co-founder, Chief Strategy Officer and Head of Investor Relations of the Manager. Prior to joining the Manager, Mr Tay was Director, Business Development at AACP. He worked with Cambridge Industrial Trust Management Limited as the manager of the investor relations department from August 2007 to September 2009. Mr Tay was Manager of Investor Relations at Aztech Group Ltd from April 2007 to August 2007 and Manager of Magnecomp International Limited from April 2004 to April 2007, where he handled media, investor and analyst relations for the company. In all, Mr Tay has more than eight years of experience in the field of investor relations. Before his foray into the investor relations field, Mr Tay was working as an operations executive for the People’s Action Party at its headquarters from January 2000 to April 2004. Mr Tay serves as President of Gulf Asia Shari’ah Compliant Investment Association, a non-profit organisation he founded with a group of Islamic finance professionals. This organisation seeks to promote the awareness and understanding of Islamic finance and to forge stronger synergies between the Gulf and Asia on Islamic finance. Mr Tay holds a Bachelor of Commerce degree in Management from the University of Western Sydney and a Master of Business Systems degree from Monash University.

Mr Aw Wei Been Chief Operating Officer and Head of Asset Management Mr Aw is the Chief Operating Officer and Head of Asset Management of the Manager. He has about 18 years of experience working in the real estate industry. Prior to joining the Manager, Mr Aw was Head of Asset Management at AACP. This was preceded by his role at the Agency for Science, Technology and Research (“A*STAR”), where he served as Head, Infrastructure Planning and Facilities Management. At A*STAR, Mr Aw was responsible for the development planning of a business park cum high-specification scientific facility. From 2007 to 2009, Mr Aw also served as a Senior Manager for Investment at Cambridge Industrial Trust Management Limited, where he sourced and negotiated industrial real estate sale-and-leaseback deals. From 2005 to 2007, Mr Aw was with Jurong Consultants Pte Ltd, a wholly-owned subsidiary of JTC Corporation, where he was the principal planner in the planning department. The role saw him leading and co-leading consultancy projects out of Singapore, in master planning of industrial parks and related areas.

117 Mr Aw began his career in 1995 with JTC Corporation, a statutory board that controls the development and marketing of major industrial estates in Singapore. There, he built up his experience in lease management, land and building development and the marketing of industrial facilities. Mr Aw was at JTC Corporation from May 1995 until February 2005 and last held the position of Manager.

Mr Aw graduated with a Bachelor of Science (Honours) degree in Estate Management from the National University of Singapore and holds a Master of Science in Real Estate from the National University of Singapore.

Ms Tan Chiew Kian

Chief Financial Officer

Ms Tan is the Chief Financial Officer of the Manager. She works closely with the Chief Executive Officer and the management team to formulate strategic plans for Sabana REIT. Prior to joining the Manager, Ms Tan held key accounting and finance positions in a number of listed institutions.

From February 2008 to March 2011, Ms Tan was the Chief Financial Officer for Singapore Medical Group Limited, where she was responsible for the Group’s finance, tax, treasury, audit, investments and other matters that relate to the Group’s listing on SGX-ST. From 2006 to 2008, Ms Tan was Chief Financial Officer for Toll Logistics (Asia) Ltd (formerly known as Sembawang Kimtrans Ltd), Southeast Asia’s leading integrated logistics service provider, where she held a similar portfolio. Ms Tan started her accounting career at JTC Corporation as Accountant and took on the role as Finance Manager for CapitaLand Commercial Limited from 2001 to 2005.

Ms Tan holds a Master of Business Administration from Nanyang Technological University and a CIMA Diploma in Islamic Finance. She is a Certified Public Accountant and Accredited Tax Practitioner (Income Tax) of Singapore, and member of the Institute of Certified Public Accountants of Singapore and Singapore Institute of Accredited Tax Professionals Limited.

Roles and Responsibilities of the Manager

The Manager’s powers, duties and obligations are set out in the Sabana Trust Deed. The Manager has general powers of management over the assets of Sabana REIT. The Manager’s main responsibility is to manage Sabana REIT’s assets and liabilities for the benefit of Unitholders.

The Manager will set the strategic direction of Sabana REIT and give recommendations to the REIT Trustee on the acquisition, divestment and/or enhancement of assets of Sabana REIT in accordance with its stated investment strategy.

The Manager has covenanted in the Sabana Trust Deed to use its best endeavours to:

(i) carry on and conduct its business in a proper and efficient manner;

(ii) ensure that Sabana REIT is carried on and conducted in a proper and efficient manner; and

(iii) conduct all transactions with or for Sabana REIT at arm’s length and on normal commercial terms.

The Manager will prepare property plans on a regular basis, which may contain proposals and forecasts on net income, capital expenditure, sales and valuations, explanations of major variances to previous forecasts, written commentary on key issues and any relevant assumptions. The purpose of these plans is to explain the performance of Sabana REIT’s properties.

The Manager will also be responsible for ensuring compliance with the applicable provisions of the Companies Act, the SFA and all other relevant legislation, the Listing Manual, the CIS Code (including the Property Funds Appendix), the Singapore Code on Take-overs and Mergers, the Sabana Trust Deed, the CMS Licence, any tax ruling and all relevant contracts. The Manager will be responsible for all regular communications with Unitholders.

118 The Manager may require the REIT Trustee to borrow or enter into fund-raising or financing arrangements (including commodity murabaha and other Shari’ah compliant financing arrangements) on behalf of Sabana REIT (upon such terms and conditions as the Manager deems fit, including the charging or mortgaging of all or any part of the Deposited Property) whenever the Manager considers, among others, that such borrowings or fund-raising or financing arrangements are necessary or desirable in order to enable Sabana REIT to meet any liabilities or to finance the acquisition of any property. However, the Manager must not direct the REIT Trustee to incur a borrowing or enter into a fund-raising or financing arrangement if to do so would mean that Sabana REIT’s total borrowings and deferred payments (including deferred payments for assets whether to be settled in cash or in Units) exceed the limit stipulated by the MAS based on the value of its Deposited Property at the time the borrowing is incurred or the fund-raising or financing arrangement is entered into. In the absence of fraud, gross negligence, wilful default or breach of the Sabana Trust Deed by the Manager, it shall not incur any liability by reason of any error of law or any matter or thing done or suffered to be done or omitted to be done by it in good faith under the Sabana Trust Deed. In addition, the Manager shall be entitled, for the purpose of indemnity against any actions, costs, claims, damages, expenses or demands to which it may be put as Manager, to have recourse to the Deposited Property or any part thereof save where such action, cost, claim, damage, expense or demand is occasioned by the fraud, gross negligence, wilful default or breach of the Sabana Trust Deed by the Manager. The Manager may, in managing Sabana REIT and in carrying out and performing its duties and obligations under the Sabana Trust Deed, with the written consent of the REIT Trustee, appoint such person to exercise any or all of its powers and discretions and to perform all or any of its obligations under the Sabana Trust Deed, provided always that the Manager shall be liable for all acts and omissions of such persons as if such acts and omissions were its own.

The Manager’s Fees For as long as Sabana REIT is listed, the Manager is entitled under the Sabana Trust Deed to the following management fees: 1. a base fee not exceeding the rate of 0.5 per cent. per annum of the value of the Deposited Property, payable on a quarterly basis; and 2. a performance fee equal to the rate of 0.5 per cent. per annum (or such lower percentage as may be determined by the Manager in its absolute discretion) of the Net Property Income (as defined in the Sabana Trust Deed) of Sabana REIT or the relevant SPVs in each financial year, payable on a yearly basis, provided Sabana REIT achieves an annual growth of at least 10.0 per cent. in DPU over the previous financial year (calculated after accounting for the performance fee (if any) for that financial year and after adjusting, at the discretion of the Manager, for any new Units arising from the conversion or exercise of any instruments convertible into Units which are outstanding at the time of calculation, and any rights or bonus issue, consolidation, subdivision or buy-back of Units). No performance fee was paid to the Manager for FP 2011 and FY 2012. The Manager may elect to receive the base fee and performance fee in cash or Units or a combination of cash and Units (as it may in its sole discretion determine). The Manager has elected to receive 80.0 per cent. of the base fee in the form of Units for FY 2012. Any increase in the rate or any change in the structure of the Manager’s management fees must be approved by an Extraordinary Resolution passed at a Unitholders’ meeting duly convened and held in accordance with the provisions of the Sabana Trust Deed. For the avoidance of doubt, the Manager’s change in its election to receive cash or Units or a combination of cash and Units is not considered as a change in structure of the Manager’s management fees. The Manager is also entitled to: (i) 1.0 per cent. (or such lower percentage as may be determined by the Manager in its absolute discretion) of the acquisition price of real estate or real estate-related assets

119 acquired directly or indirectly, through one or more SPVs, pro rated if applicable to the proportion of Sabana REIT’s interest. For the purposes of this acquisition fee, real estate- related assets include all classes and types of securities relating to real estate; and

(ii) 0.5 per cent. (or such lower percentage as may be determined by the Manager in its absolute discretion) of the sale price of real estate or real estate-related assets disposed, pro rated if applicable to the proportion of Sabana REIT’s interest. For the purposes of this divestment fee, real estate-related assets include all classes and types of securities relating to real estate.

No acquisition fee is payable for the acquisition of the initial Portfolio Properties from the Sponsor in connection with the initial public offering of the Units. However, the acquisition fee is payable for the remaining Portfolio Properties. In accordance with the CIS Code, where the Manager receives a percentage-based fee when Sabana REIT acquires real estate from an interested party, or disposes of real estate to an interested party, the acquisition or, as the case may be, the divestment fee should be in the form of Units issued at prevailing market prices, such Units not to be sold within one year from the date of issuance.

Any payment to third party agents or brokers in connection with the acquisition or divestment of any real estate of Sabana REIT shall be paid by the Manager to such persons out of the Deposited Property of Sabana REIT or the assets of the relevant SPV, and not out of the acquisition fee or the divestment fee received or to be received by the Manager.

The acquisition fee and divestment fee are payable to the Manager in the form of cash and/or Units (as the Manager may elect) at the then prevailing market price provided that in respect of any acquisition and sale or divestment of real estate assets from/to interested parties, such a fee should be in the form of Units issued by Sabana REIT at prevailing market prices.

Any increase in the maximum permitted level of the Manager’s acquisition fee or divestment fee must be approved by an Extraordinary Resolution passed at a Unitholders’ meeting duly convened and held in accordance with the provisions of the Sabana Trust Deed.

Retirement or removal of the Manager

The Manager shall have the power to retire in favour of a corporation recommended by the Manager and approved by the REIT Trustee to act as the manager of Sabana REIT.

Also, subject to Section 295 of the SFA, the Manager may be removed by notice given in writing by the REIT Trustee if: • the Manager goes into liquidation (except through a voluntary liquidation for the purpose of reconstruction or amalgamation upon terms previously approved in writing by the REIT Trustee) or a receiver is appointed over its assets or a judicial manager is appointed in respect of the Manager; • the Manager ceases to carry on business; • the Manager fails or neglects after reasonable notice from the REIT Trustee to carry out or satisfy any material obligation imposed on the Manager by the Sabana Trust Deed; • the Unitholders by an Ordinary Resolution duly proposed and passed by Unitholders present and voting at a meeting of Unitholders convened in accordance with the Sabana Trust Deed, with no Unitholder (including the Manager and its related parties being disenfranchised, decide that the Manager is to be removed; • for good and sufficient reason, the REIT Trustee is of the opinion, and so states in writing, that a change of the Manager is desirable in the interests of the Unitholders; or • the MAS directs the REIT Trustee to remove the Manager. Where the Manager is removed on the basis that a change of the Manager is desirable in the interests of the Unitholders, the Manager has a right under the Sabana Trust Deed to refer the matter to arbitration. Any decision made pursuant to such arbitration proceedings is binding upon the Manager, the REIT Trustee and all Unitholders.

120 7. THE PROPERTY MANAGER

Sabana Property Management Pte. Ltd. is the property manager of the Portfolio Properties. The Property Manager is 100.0 per cent. owned by SIP indirectly through the Manager, and was incorporated in Singapore under the Companies Act on 12 August 2010. Its registered office is located at 151 Lorong Chuan, #02-03 New Tech Park, Singapore 556741.

The Property Manager is a dedicated property manager for Sabana REIT and is responsible for providing property, management, lease management, marketing and administration of property tax services for the properties in Sabana REIT’s portfolio.

The services provided by the Property Manager for each property under its management include the following:

(i) property management services, recommending third party contractors for provision of property maintenance services, supervising the performance of contractors, arranging for adequate insurances/takaful and ensuring compliance with building and safety regulations;

(ii) lease management services, including coordinating tenants’ fitting-out requirements, administration of rental collection, management of rental arrears, and administration of all property tax matters; and

(iii) marketing and marketing coordination services, including initiating lease renewals and negotiation of terms.

The board of directors of the Property Manager is made up of individuals with a broad range of commercial experience, including expertise in property investment, development and management.

Property Management Reporting Structure

The executive officers of the Property Manager are entrusted with the responsibility for the daily operations of the Property Manager. The names of the management team of the Property Manager are set out below: Name Position

Mr Ric How Pui Assistant General Manager

Mr Abdul Jalil Bin Mohd Noor Senior Property Manager

Ms Loh Yee Hui Finance Manager

The profiles of the management team of the Property Manager are set out below:

Expertise and Experience of Executive Officers of the Property Manager

Mr Ric How Pui

Assistant General Manager

Mr How heads Sabana Property Management Pte. Ltd. (“SPM” or the “Property Manager”), the Property Manager of Sabana REIT. Prior to joining SPM, Mr How had held various roles in the property and facilities management field, spanning across the industrial, the commercial, as well as the retail property sectors. His experience in these fields totals 14 years.

Before his appointment at SPM, Mr How was Property Manager for City Developments Limited (“CDL”) and its subsidiary, Branbury Investments Limited. In his four-and-a-half years with CDL, he was involved and had set up the property and facilities management system for two new commercial developments spanning approximately 400,000 sq ft in leasable area. He also held the appointment of Property Manager at New Tech Park, which is now one of the properties in Sabana REIT’s portfolio.

121 From 2003 to 2006, Mr How worked for Keppel FMO Pte Ltd. His first three years was spent managing Singapore Post Centre, which is a mixed development that comprises retail, commercial and industrial uses. In his fourth year, he was appointed as Area Manager where he managed Keppel Land’s group of commercial development spanning across a portfolio of more than 10 properties with over 90 employees.

Mr How was a quantity surveyor with Davis Langdon & Seah Pte. Ltd. from 1997 to 1998 and later, as a Property Officer with CB Richard Ellis Pte. Ltd. from 2002 to 2003. He began his career as a Property Officer with Far East Organisation Pte. Ltd. in 1996.

Mr How holds a Bachelor of Science (Honours) in Building from the National University of Singapore.

Mr Abdul Jalil Bin Mohd Noor

Senior Property Manager

Mr Abdul Jalil has over 20 years of experience in Property & Facilities Management, technical and engineering discipline. Prior to joining the Property Manager, Mr Abdul Jalil was the Building and Building Services Manager at Gammon Capital (West) Pte Ltd from October 2010 to July 2011 where he was directly responsible for the monitoring of the FM Contractor’s operational and maintenance methodologies for building systems and advised on the efficient use of energy and system sustainability at ITE College West, a 9.54 hectares campus with a total GFA of 114,480 sq m. He also played a primary role in inspection/evaluation of building fabric/M&E services for all upgrading/A&A works till the end of the Defects Liability Period.

Mr Abdul Jalil has worked with the British High Commission in Singapore from November 2008 to September 2010 as the Deputy Director, Estates Services, where he was responsible for a wide range of support services, project management & development and maintenance of the British High Commission’s estate. During his tenure with British High Commission, he has received an Asia-Pacific Staff Award from British High Commission of Singapore for the ‘Delivery’ category. The award was accorded for his active participation in both the Post and Regional Green Team. This is in line with the organisation objectives in terms of Low Carbon Emissions as well as energy sustainability/savings.

From August 1997 to October 2008, Mr Abdul Jalil was with Keppel Land International Ltd. He held the appointment of Assistant Development Manager and Building Manager. He had managed a wide portfolio of developments which includes grade ‘A’ commercial building, international hotels, golf resorts and high-end residential projects. He was responsible for the day-to-day operation of the properties which includes property management/maintenance and leasing. In February 2008, he had successfully set-up from scratch the maintenance and operation team for a major wastewater treatment facility in Qatar within a short span of three months.

From March 1987 to March 1994, Mr Abdul Jalil has worked with Beca Carter Hollings & Ferner S.E.A Pte Ltd as the M&E designer. He was with Parsons Brinckerhoff Consultants from March 1994 to August 1997. In both of these leading M&E consultancy companies, his main key responsibilities include designing of HT & LT electrical system, project implementation, testing and commissioning of the systems.

Mr Abdul Jalil holds a Master of Science degree in Building Surveying from the University of Northumbria, UK, a Diploma in Facility Maintenance & Management from Curtin University of Technology, Australia and is a certified Fire Safety Manager with Singapore Civil Defence Force.

Ms Loh Yee Hui

Finance Manager

Before joining the Property Manager, Ms Loh was employed as a Senior Accountant (Group Accounts) in Freight Links Express Holdings Limited from August 2003 to April 2008. She was responsible for Freight Links Group’s consolidation, taxation and planning and she also

122 reviewed and monitored the submission of Freight Links Group’s estimated chargeable income and tax returns. In addition, she also conducted monthly reviews for management reports and performance analysis which included inter-company transactions report and reconciliation of inter-company balances. Before joining Freight Links Group in 2003, Ms Loh was the Audit Senior at Chio Lim & Associates from March 2000 to August 2003. She was responsible for performing statutory audit of companies, ensuring statutory and financial reporting compliance with the accounting and auditing standards of Singapore and SGX-ST requirements. Furthermore, she also took charge of consolidation of group accounts for various companies, groups, and listed companies with subsidiaries, joint ventures and associate companies. Her job also required her to perform substantive analytical review of client’s accounts based on historical data, future budgets, trends and patterns of various financial components. Ms Loh started her career in the audit line and has since accumulated more than 10 years of experience in the area of audit and accounting. Ms Loh graduated from Nelson Polytechnic (New Zealand) with a degree in accountancy. She is a qualified Chartered Accountant from the Institute of Chartered Accountants of New Zealand.

8. THE REIT TRUSTEE HSBC Institutional Trust Services (Singapore) Limited is the trustee of Sabana REIT. HSBC Institutional Trust Services (Singapore) Limited is a company incorporated in Singapore and registered as a trust company under the Trust Companies Act, Chapter 336 of Singapore. It is approved to act as a trustee for authorised collective investment schemes under the SFA. As at the Latest Practicable Date, HSBC Institutional Trust Services (Singapore) Limited has a paid- up capital of S$5.15 million. HSBC Institutional Trust Services (Singapore) Limited’s registered office is located in Singapore at 21 Collyer Quay, #10-02 HSBC Building, Singapore 049320. Powers, Duties and Obligations of the REIT Trustee The REIT Trustee’s powers, duties and obligations are set out in the Sabana Trust Deed. The powers and duties of the REIT Trustee include: • acting as trustee of Sabana REIT and, in such capacity, safeguarding the rights and interests of the Unitholders; • holding the assets of Sabana REIT on trust for the benefit of the Unitholders in accordance with the Sabana Trust Deed; and • exercising all the powers of a trustee and the powers that are incidental to the ownership of the assets of Sabana REIT. The REIT Trustee has covenanted in the Sabana Trust Deed that it will exercise all due diligence and vigilance in carrying out its functions and duties, and in safeguarding the rights and interests of Unitholders. In the exercise of its powers, the REIT Trustee may (on the recommendation of the Manager) and subject to the provisions of the Sabana Trust Deed, acquire or dispose of any real or personal property, lend, borrow and encumber any asset. The REIT Trustee may, subject to the provisions of the Sabana Trust Deed, appoint and engage: • a person or entity to exercise any of its powers or perform its obligations; and • any real estate agents or managers, including a related party of the Manager, in relation to the management, development, leasing, purchase or sale of any of real estate assets and real estate-related assets. Subject to the Sabana Trust Deed and the Property Funds Appendix, the Manager may direct the REIT Trustee to borrow or raise money or obtain other financial accommodation for the purposes of Sabana REIT, both on a secured and unsecured basis. The REIT Trustee must carry out its functions and duties and comply with all the obligations imposed on it and set out in the Sabana Trust Deed, the Listing Manual, the SFA, the CIS Code (including the Property Funds Appendix), the Singapore Code on Take-overs and Mergers, any

123 tax ruling and all other relevant laws. It must retain Sabana REIT’s assets, or cause Sabana REIT’s assets to be retained in safe custody and cause Sabana REIT’s accounts to be audited. It can appoint valuers to value the real estate assets and real estate-related assets of Sabana REIT. The REIT Trustee is not personally liable to a Unitholder in connection with the office of the REIT Trustee except in respect of its own fraud, gross negligence, wilful default, breach of the Sabana Trust Deed or breach of trust. Any liability incurred and any indemnity to be given by the REIT Trustee shall be limited to the assets of Sabana REIT over which the REIT Trustee has recourse, provided that the REIT Trustee has acted without fraud, gross negligence, wilful default, breach of the Sabana Trust Deed or breach of trust. The Sabana Trust Deed contains certain indemnities in favour of the REIT Trustee under which it will be indemnified out of the assets of Sabana REIT for liability arising in connection with certain acts or omissions. These indemnities are subject to any applicable laws.

Retirement and Replacement of the REIT Trustee The REIT Trustee may retire or be replaced under the following circumstances: • The REIT Trustee shall not be entitled to retire voluntarily except upon the appointment of a new trustee (such appointment to be made in accordance with the provisions of the Sabana Trust Deed). • The REIT Trustee may be removed by notice in writing to the REIT Trustee by the Manager: – if the REIT Trustee goes into liquidation (except a voluntary liquidation for the purpose of reconstruction or amalgamation upon terms previously approved in writing by the Manager) or if a receiver is appointed over any of its assets or if a judicial manager is appointed in respect of the REIT Trustee; – if the REIT Trustee ceases to carry on business; – if the REIT Trustee fails or neglects after reasonable notice from the Manager to carry out or satisfy any material obligation imposed on the REIT Trustee by the Sabana Trust Deed; – if the Unitholders by Extraordinary Resolution duly passed at a Unitholders’ meeting duly convened and held in accordance with the provisions of the Sabana Trust Deed, and of which not less than 21 days’ notice has been given to the REIT Trustee and the Manager, shall so decide; or – if the MAS directs that the REIT Trustee be removed.

REIT Trustee’s Fee The REIT Trustee’s fee is currently 0.04 per cent. per annum of the value of the Deposited Property, subject to a minimum of S$25,000 per month (maximum of 0.25 per cent. per annum of the value of the Deposited Property), excluding out-of-pocket expenses and GST. The actual fee payable to the REIT Trustee will be determined between the Manager and the REIT Trustee from time to time. Any increase in the maximum permitted amount or any change in the structure of the REIT Trustee’s fee must be approved by an Extraordinary Resolution at a Unitholders’ meeting duly convened and held in accordance with the provisions of the Sabana Trust Deed.

124 SHARI’AH COMPLIANCE OF SABANA REIT

Overview Sabana REIT is Singapore’s first certified Shari’ah compliant REIT. In addition to the conventional global investor base that is customary for Singapore REITs, Sabana REIT will be unique among Singapore REITs in its ability to tap a separate pool of capital, namely that of Shari’ah investors who require their investments to be made in accordance with Shari’ah investment principles. This allows Sabana REIT to appeal to a wider and broader set of potential investors as compared to conventional REITs listed in Singapore, which could result in greater demand for Units than if Sabana REIT were not Shari’ah compliant. Sabana REIT is being offered as a Shari’ah compliant REIT so as to offer conventional and Shari’ah investors the potential for regular and stable distributions and long term growth in NAV and DPU, and hence the traditional characteristics of listed equity. In order to be a Shari’ah compliant REIT, Sabana REIT will be managed by the Manager in accordance with Shari’ah principles and shall adhere to such investment principles in addition to the laws, rules and regulations of any other relevant regulatory or supervisory body or agency applicable to Sabana REIT. Where Shari’ah principles conflict with the laws, rules and regulations applicable to Sabana REIT, such laws, rules and regulations shall prevail. The Manager has appointed Five Pillars Pte. Ltd. (“Five Pillars”) as the REIT Shari’ah Adviser. The role of the REIT Shari’ah Adviser is to serve as a conduit between the Independent Shari’ah Committee and the compliance officer of Sabana REIT and advise the Manager on all matters relating to Shari’ah compliance. Additionally, the REIT Shari’ah Adviser is engaged as a secretariat to the Independent Shari’ah Committee and will, on behalf of the Independent Shari’ah Committee, collect, collate and relay all necessary and relevant data from the Manager to the Independent Shari’ah Committee. Representatives from the REIT Shari’ah Adviser may also inspect and verify the properties and activities of Sabana REIT on behalf of the Independent Shari’ah Committee. The REIT Shari’ah Adviser has presented the Manager with qualified independent Shari’ah scholars from its panel and the Manager has selected and accepted such Shari’ah scholars into the Independent Shari’ah Committee. The Independent Shari’ah Committee has been appointed to ensure the initial as well as continued Shari’ah compliance of Sabana REIT. This involves, amongst others, drawing up the Shari’ah Guidelines to ensure that Sabana REIT continues to remain Shari’ah compliant, and providing the required Shari’ah Certification. The Independent Shari’ah Committee has the final and only say in drawing up the Shari’ah Guidelines, determining the criteria for the Shari’ah compliance of Sabana REIT and providing the required Shari’ah Certification. The Manager and the REIT Shari’ah Adviser will not be involved in, nor have any influence over, the decision-making process of the Independent Shari’ah Committee. The key distinguishing features of Sabana REIT, as a Shari’ah compliant REIT, are as follows: (i) Asset selection Sabana REIT is required to ensure that the total rental income derived from lessees, tenants and/or sub-tenants (as the case may be) engaging in activities which are non-permissible under the Shari’ah Guidelines (which include activities relating to conventional financial and insurance services, gaming, non-halal production, tobacco-related products, non-permitted entertainment activities and stock-broking in non-compliant securities) (collectively, the “Non-permissible Activities”) does not exceed 5.0 per cent. per annum of the Gross Revenue of Sabana REIT’s portfolio of properties. (ii) Financing, investment and deposit facilities Sabana REIT is required to ensure that its financing, investment and deposit facilities are Shari’ah compliant where commercially available. If such Shari’ah compliant financing, investment and deposit facilities are unavailable or the utilisation of such facilities by Sabana REIT is not commercially viable, Sabana REIT shall be entitled to utilise conventional financing, investment and deposit facilities within certain specified limits, provided that prior approval from the Independent Shari’ah Committee is obtained.

125 (iii) Insurance Sabana REIT is required to seek Takaful3 for insurance coverage purposes where it is commercially available. If Takaful is unavailable or the utilisation of Takaful by Sabana REIT is not commercially viable, Sabana REIT shall be entitled to opt for conventional insurance schemes, provided that prior approval from the Independent Shari’ah Committee is obtained.

(iv) Risk management solutions4 Sabana REIT is permitted to utilise derivative instruments such as forward currency contracts for the purpose of risk management. Sabana REIT is required to utilise Shari’ah compliant risk management solutions where they are commercially available. If such Shari’ah compliant risk management solutions are unavailable or the utilisation of such risk management solutions by Sabana REIT is not commercially viable, Sabana REIT shall be entitled to utilise conventional risk management solutions, provided that prior approval from the Independent Shari’ah Committee is obtained.

The REIT Shari’ah Adviser Five Pillars Sabana REIT has engaged Five Pillars, a Singapore-based Islamic finance advisory firm that specialises in Shari’ah advisory, training and structuring products that are Shari’ah compliant, to act as its Shari’ah adviser. Five Pillars has been providing Islamic finance consultancy services since its incorporation in July 2008. Prior to this, such Islamic finance consultancy services were provided through Five Pillars Associates Pte. Ltd., which was incorporated in July 2005. Five Pillars is focused on delivering Shari’ah based solutions to conventional financial institutions such as banks, international investment funds, insurance companies, private equity funds on the demand side and companies wanting to access funds from Shari’ah investors on the supply side. Five Pillars also assists investment managers in identifying companies that are Shari’ah compliant for investment purposes. Mr Raja Mohamad Maiden is the key management officer and a director of Five Pillars. Mr Mohamad has over 20 years experience in the banking and financial industry. Five Pillars has on its panel, six Islamic finance scholars who have previously undertaken various Islamic finance projects including research and advisory work for fund managers and financial institutions both in Singapore and around the region. Five Pillars’ prior experience in advising on Shari’ah compliant equity products in Singapore includes advising on Singapore’s first Shari’ah compliant data centre fund in 2010, and advising a conventional REIT listed in Singapore on potentially becoming Shari’ah compliant in 2008. Abroad, Five Pillars has previously dedicated its resources to teaching Islamic finance in Jeddah, Saudi Arabia, for one of the largest domestic Islamic financial institutions. Five Pillars has signed an on-going exclusive agreement with Saudi HRD, a Riyadh based management consultancy firm. The arrangement is for Five Pillars to provide Saudi HRD’s Islamic finance training module. Five Pillars is also registered with the Securities Commission of Malaysia as a Shari’ah adviser for Islamic Fund Management. Role of the REIT Shari’ah Adviser The REIT Shari’ah Adviser will serve as a conduit between the Independent Shari’ah Committee and the compliance officer, and will provide advice on, amongst others, the implementation of the Shari’ah Guidelines. The REIT Shari’ah Adviser will, on behalf of the Independent Shari’ah Committee, collect, collate and relay all necessary and relevant data from the Manager to the Independent Shari’ah Committee. Representatives from the REIT Shari’ah Adviser may also inspect the properties and activities of Sabana REIT on behalf of the Independent Shari’ah Committee.

3 An Islamic insurance concept which observes Shari’ah compliant principles such as profit sharing. A common form of Takaful requires participants to make Takaful instalment payments to a Takaful operator. The Takaful operator invests these payments and shares the resulting profit with itself and the Takaful participants in accordance with the Takaful agreement. The profit share will take into consideration any defined losses incurred by any of the Takaful participants. 4 “Risk management solutions” means currency hedging tools, derivatives and other financial instruments used to manage and minimise various financial risks faced by Sabana REIT.

126 The REIT Shari’ah Adviser will also be available to advise the Manager on all Shari’ah related matters. As mentioned, the Manager has appointed the REIT Shari’ah Adviser pursuant to a Shari’ah consultancy agreement, which will continue to be in force until it is terminated in accordance with its provisions. Under the Shari’ah consultancy agreement, the Manager or the REIT Shari’ah Adviser may terminate the Shari’ah consultancy agreement by giving at least three months’ prior notice in writing, or by notice in writing immediately on the occurrence of certain specified events, including the insolvency of the other party or if the other party commits any material breach of its obligations under the Shari’ah consultancy agreement and (if such breach is capable of remedy) fails to make good such breach within 30 days of receipt of notice served by the other party requiring it to make good such breach. In addition, the Manager may terminate the Shari’ah consultancy agreement by notice in writing immediately if all members of the Independent Shari’ah Committee are unable to provide the services for which the REIT Shari’ah Adviser has procured it to provide or the REIT Shari’ah Adviser is unable to provide replacement members of the Independent Shari’ah Committee to the satisfaction of the Manager within the stipulated periods. The Manager will notify the REIT Trustee when selecting and appointing or changing the REIT Shari’ah Adviser, provided that the Manager retains sole discretion to select and appoint or change the REIT Shari’ah Adviser. Any change of the REIT Shari’ah Adviser and the reason(s) for such change will be announced to Unitholders via SGXNET.

The Independent Shari’ah Committee The Independent Shari’ah Committee is an external committee comprising independent Shari’ah scholars selected by the Manager based on the advice of the REIT Shari’ah Adviser. As part of the selection process, the REIT Shari’ah Adviser has recommended suitable candidates to the Manager and the Manager has, from this pool of suitable candidates, selected three independent Shari’ah scholars to serve as members of the Independent Shari’ah Committee. The Manager has the sole right to determine and vary the composition of the Independent Shari’ah Committee and the sole discretion to accept or reject the recommendations of the REIT Shari’ah Adviser in relation to the members or replacement members of the Independent Shari’ah Committee. In addition, the Manager is entitled to review the composition of the Independent Shari’ah Committee at least once every financial year of Sabana REIT and request the replacement of any member of the Independent Shari’ah Committee by giving written notice to the REIT Shari’ah Adviser. The Manager will notify the REIT Trustee when determining or varying the composition of the Independent Shari’ah Committee, provided that the Manager retains sole discretion to determine or vary the composition of the Independent Shari’ah Committee. All appointments and resignations of members of the Independent Shari’ah Committee or variation of the composition of the Independent Shari’ah Committee and the reason(s) for the variation of the composition of the Independent Shari’ah Committee will be announced to Unitholders via SGXNET. While there is no minimum number of panel members required to form a Shari’ah committee, a Shari’ah committee typically comprises three members. The three panel members of the Independent Shari’ah Committee are: (i) Dr Mohamed Ali Elgari; (ii) Professor Dr Obiyathulla Ismath Bacha; and (iii) Dr Ashraf bin Mohammed Hashim. The appointment of Independent Shari’ah Committee members comes under the purview of the Board. There are no guidelines on the appointment and the Board may rely on the REIT Shari’ah Adviser and/ or their independent research to select an Independent Shari’ah Committee member. The Board will assess the suitability of Shari’ah Committee members based on various criteria, including, but not limited to, a Shari’ah scholar’s experience (including the number of panels the scholar sits on and the products that the scholar has endorsed), availability and qualifications.

127 Expertise and Experience of the Independent Shari’ah Committee Members Information on the working experience of the members of the Independent Shari’ah Committee is set out below: (i) Dr. Mohamed Ali Elgari is a Professor of Islamic Economics at King Abdulaziz University, Jeddah, Saudi Arabia and a former director of the Center for Research in Islamic Economics at the same university. Dr. Elgari is an Expert at the Islamic Jurisprudence Academy of the Organisation of the Islamic Conference and the Islamic Jurisprudence Academy of the Islamic World League (“IWL”) and a member of the Shari’ah Council of the Accounting and Auditing Organisation of the Islamic Financial Institutions (“AAOIFI”). Dr. Elgari is a member of the editorial board of several academic publications in the field of Islamic finance and jurisprudence including, amongst others, the Journal of the Jurisprudence Academy of the IWL, the Journal of Islamic Economic Studies of the Islamic Development Bank and the Journal of Islamic Economic of the International Association of Islamic Economic, London. Dr. Elgari also sits on the advisory board of Harvard Series in Islamic Law. Dr. Elgari is a member of numerous Shari’ah boards of Islamic banks and Takaful companies including the Dow Jones Islamic Market Index, the AAOIFI, the International Islamic Fund Market, Citi Islamic Investment Bank, HSBC Amanah, Merrill Lynch, the National Commercial Bank, Samba Financial Group and many more. He authored several books in Islamic finance and published tens of articles on the subject both in Arabic and English. Dr. Elgari is also a frequent speaker in conferences worldwide and was a visiting scholar at Harvard University in 1995. Dr. Elgari is the recipient of the Islamic Development Bank prize in Islamic Banking and Finance for the year 1424 Hijrah (2004). Dr. Elgari holds a Doctor of Philosophy from the University of California. (ii) Professor Dr. Obiyathulla Ismath Bacha is a Professor of Finance and the Head of the Graduate Studies and Finance and Accounting Departments at the International Centre for Education in Islamic Finance (“INCEIF”). Prior to joining INCEIF, he held several key positions at the International Islamic University Malaysia. Before that, Professor Obiyathulla was at Malayan Banking Berhad from May 1984 to August 1985. Professor Obiyathulla was also an Assistant Professor of Finance at Boston University, where he taught at both MBA and undergraduate levels. Professor Obiyathulla is Vice President of the Malaysian Economic Association and a committee member of the Malaysian Finance Association. Professor Obiyathulla has also been a trainer at several institutions such as the Securities Commission of Malaysia and the Central Bank of Malaysia. He has also been published in numerous local and international journals and has presented papers at several international and Islamic finance conferences. Professor Obiyathulla is a member of the Shari’ah panels of Great Eastern Malaysia (Shari’ah compliant products) and Securus Data Property Fund Pte. Ltd., Singapore. Professor Obiyathulla received his Doctor of Business Administration (Finance), Master of Business Administration (High Honours) and Master of Arts (Economics) from Boston University and Bachelor of Social Science from the University Science Malaysia. (iii) Dr. Ashraf bin Mohammed Hashim is currently an Associate Professor at the Department of Fiqh and Usul-l-Fiqh, Kulliyyah of Islamic Revealed Knowledge and Human Sciences, International Islamic University Malaysia (“IIUM”). He also serves as a Senior Researcher at the International Shari’ah Research Academy for Islamic finance and a Professor at INCEIF. Dr. Ashraf has to his credit, two books and a number of articles relating to Islamic law and Islamic finance published in local and international journals and was a Visiting Research Fellow at the Oxford Centre for Islamic Studies, United Kingdom from November 2006 to August 2007. Dr. Ashraf has vast experience in providing Shari’ah views on retail and investment banking products, Sukuk structuring and unit trusts and is also actively involved in advising Takaful and Retakaful companies. He is currently a member of the Shari’ah advisory council of Bank Negara Malaysia, a Shari’ah committee member for Al-Rajhi Banking and Investment Corporation (Malaysia), ACR Retakaful Malaysia & Bahrain and Securus Data Centre Fund, and was previously a Shari’ah committee member for Alliance Bank, Takaful Malaysia and Asean Retakaful International Limited, amongst others.

128 Dr. Ashraf holds a Postgraduate Diploma in Shari’ah Law and Practice from IIUM, a Doctor of Philosophy in Islamic Law from Birmingham University (U.K.), a Master of Arts, Fiqh and Usul-l- Fiqh (Jordan) and a Bachelor of Arts, Shari’ah (Madinah) and is proficient in English, Arabic and Malay.

Role of the Independent Shari’ah Committee The primary role of the Independent Shari’ah Committee is to ensure the Shari’ah compliance of Sabana REIT. This involves, among other measures, making an initial evaluation of the Shari’ah compliance of Sabana REIT and its initial portfolio, drawing up the Shari’ah Guidelines to ensure that Sabana REIT is, and continues to remain, Shari’ah compliant and issuing the Shari’ah Certification. The Independent Shari’ah Committee’s responsibilities also include: (i) examining and verifying all relevant documents and agreements entered into by Sabana REIT as well as data, statistics and financial information of Sabana REIT to ensure that they are compliant with Shari’ah principles; (ii) ensuring that actual site visits to all the properties owned by Sabana REIT are made by the REIT Shari’ah Adviser to verify and confirm that the activities at such properties do not contravene Shari’ah principles; (iii) upon the completion of the comprehensive evaluation exercise mentioned in the paragraphs above, providing and establishing Shari’ah Guidelines for the Manager; (iv) issuing the Shari’ah Certification on an annual basis where the Independent Shari’ah Committee is of the view that Sabana REIT is Shari’ah compliant; (v) monitoring the operations of Sabana REIT periodically and on an ad hoc basis with a view to ensuring Shari’ah compliance; (vi) updating the Shari’ah Guidelines as and when necessary, and meeting with the Manager to brief the Manager on such updates of the Shari’ah Guidelines; (vii) advising and instituting procedures for the cleansing of revenue or income that is deemed to be non-Shari’ah compliant; and (viii) advising and guiding the Manager on all Shari’ah matters in relation to Sabana REIT. The Independent Shari’ah Committee had issued the Shari’ah Guidelines and the Shari’ah Certification in relation to the IPO. The Manager and the REIT Shari’ah Adviser have entered into a Shari’ah consultancy agreement, pursuant to which the REIT Shari’ah Adviser is responsible for procuring that the Independent Shari’ah Committee performs its duties and responsibilities. The Independent Shari’ah Committee has the final and only say in drawing up the Shari’ah Guidelines, determining the criteria for the Shari’ah compliance of Sabana REIT and providing the required Shari’ah Certification. The Manager and the REIT Shari’ah Adviser will not be involved in, nor have any influence over, the decision-making process of the Independent Shari’ah Committee.

Shari’ah Compliance Procedure The Shari’ah compliance procedure of Sabana REIT was considered and adopted by the Independent Shari’ah Committee. Although Sabana REIT is not required to be governed by the accounting, auditing, governance, ethics and Shari’ah standards of the AAOIFI and/or the Islamic Financial Services Board (“IFSB”), both of which are international bodies that issue standards to promote the soundness and stability of the Islamic financial services industry, the Independent Shari’ah Committee will look to the recommendations of AAOIFI and IFSB and will apply them if deemed relevant, appropriate and possible5. The REIT Shari’ah Adviser has taken into account the Shari’ah standards promulgated by the AAOIFI and IFSB to draw up the Shari’ah compliance procedure of Sabana REIT.

5 The standards and principles issued by AAOIFI and IFSB serve as guiding standards and principles within the Islamic financial service industry and are to be distinguished from globally accepted standards and/or conventions such as GAAP.

129 As part of the Shari’ah compliance procedure in relation to the issuance of the Shari’ah Certification for the purposes of the IPO, the following tasks were undertaken by the Independent Shari’ah Committee and the REIT Shari’ah Adviser: (i) The Independent Shari’ah Committee and the REIT Shari’ah Adviser examined and verified all tenancy and leasing agreements (including other relevant documents) and advised on required amendments or clauses to make such tenancy and leasing agreements Shari’ah compliant; (ii) The REIT Shari’ah Adviser visited all the Portfolio Properties to ensure that the activities at these premises are Shari’ah compliant and match the respective tenancy and leasing agreements; (iii) The Independent Shari’ah Committee and the REIT Shari’ah Adviser formulated a cleansing procedure for Sabana REIT, to be applied to unavoidable non-Shari’ah compliant activities before distributions are made to Unitholders; (iv) The Independent Shari’ah Committee and the REIT Shari’ah Adviser reviewed the documentation relating to the Commodity Murabaha Facility and the profit rate hedging arrangement. For the avoidance of doubt, while the Independent Shari’ah Committee also reviewed the Commodity Murabaha Facility and the profit rate hedging arrangement in providing the Shari’ah Certification, only the HSBC Amanah Central Shari’ah Committee provided the certification of the Shari’ah compliance of the Commodity Murabaha Facility and the profit rate hedging arrangement; (v) The Independent Shari’ah Committee and the REIT Shari’ah Adviser verified that cash and cash equivalent instruments are managed in bank accounts that are in accordance with Islamic finance principles; (vi) The Independent Shari’ah Committee and the REIT Shari’ah Adviser examined and verified the accounts and financial statements of Sabana REIT and verified that computation of monies and financial matters are Shari’ah compliant; and (vii) The Independent Shari’ah Committee and the REIT Shari’ah Adviser examined and verified that all derivative instruments used for the purposes of risk management are Shari’ah compliant. The Independent Shari’ah Committee also formulated a procedure, as set out in the Shari’ah Guidelines, for Sabana REIT to deal with any incidental profits arising from such positions. While the lease agreements with the tenants of 9 Tai Seng Drive which were novated to the REIT Trustee did not contain a requirement for the activities of such tenants to be Shari’ah compliant as such lease agreements had already been entered into prior to the acquisition of 9 Tai Seng Drive by Sabana REIT, all non-Shari’ah compliant activities of such tenants have been identified and cleansed. The Manager only intends to renew the lease agreements of tenants whose activities are Shari’ah compliant and, on the renewal of such lease agreements, the Manager will insert the requirement for the activities of such tenants to be Shari’ah compliant into the lease agreements being renewed. The Shari’ah Certification issued in relation to the IPO is valid for one year from the date of its issue and will be issued annually on an ongoing basis provided that Sabana REIT remains Shari’ah compliant. The annual audit for the Independent Shari’ah Committee to issue the Shari’ah Certification will be carried out by the Independent Shari’ah Committee with the assistance of the REIT Shari’ah Adviser. The procedure for assessing the ongoing Shari’ah compliance of Sabana REIT prior to the issuance of the annual Shari’ah Certification is as follows: (i) the Independent Shari’ah Committee and the REIT Shari’ah Adviser will conduct periodic and ad hoc reviews at least once a year to ensure that Sabana REIT remains Shari’ah compliant; (ii) the REIT Shari’ah Adviser will visit the Portfolio Properties of Sabana REIT (including future acquisitions) on an ad hoc basis and as part of the annual audit for the Independent Shari’ah Committee to issue the Shari’ah Certification to ensure that the activities at these premises are Shari’ah compliant and match the respective tenancy and leasing agreements; and (iii) in the event that there is a change resulting in unavoidable non-Shari’ah compliant activities, the Independent Shari’ah Committee has to ensure that the due cleansing procedure is applied to the additional non-Shari’ah compliant activities before any distributions are made to Unitholders.

130 On completion of the annual audit in connection with the issuance of the Shari’ah Certification, the Independent Shari’ah Committee will issue and sign-off on an annual audit report to be submitted to the Manager annually. Such annual audit report may be disclosed in the annual report. The Independent Shari’ah Committee and the REIT Shari’ah Adviser will review and amend the Shari’ah Guidelines as and when such review and amendment is necessary. The Independent Shari’ah Committee and the REIT Shari’ah Adviser, in undertaking the above procedures, will require the Manager to: (i) provide the Independent Shari’ah Committee and/or the REIT Shari’ah Adviser with all relevant data reasonably required by them for inspection at any time; (ii) appoint a single contact point who will act as a liaison officer between the Manager, the Independent Shari’ah Committee and REIT Shari’ah Adviser; and (iii) highlight, as soon as practicable, to the Independent Shari’ah Committee and the REIT Shari’ah Adviser, any event of deviation or changes in the operations, financing, deposit, investment, insurance or risk management activities that may affect the Shari’ah compliance of Sabana REIT. The Manager has appointed a compliance officer who will act as the liaison officer between the Manager, the Independent Shari’ah Committee and the REIT Shari’ah Adviser.

Shari’ah Guidelines In accordance with the Shari’ah procedure described above, the Manager, in consultation with the Independent Shari’ah Committee, is responsible for compliance and will, in managing Sabana REIT, act in accordance with the following Shari’ah Guidelines: (i) Leasing of Real Estate for Business Purpose Acquiring real estate with existing tenant(s) and/or sub-tenants(s) The Manager must make a thorough assessment of the existing tenants operating in the property targeted for acquisition. This assessment is to ensure that the tenants and/or sub- tenants are not involved in any Non-permissible Activities. If, however, there are tenants and/or sub-tenants involved in Non-permissible Activities, the following guidelines shall be applied: (a) the nature of the Non-permissible Activity must be clearly outlined; (b) the percentage of Gross Revenue generated from the Non-permissble Activities must be identified; (c) if the amount of revenue generated from the Non-permissible Activities cannot be identified, other methods of computing the percentage of the Non-permissible Activity must be identified, for example, by percentage of GFA; (d) the Independent Shari’ah Committee shall then be consulted and an explicit approval shall be obtained from the Independent Shari’ah Committee prior to the acquisition of the property; and (e) the Independent Shari’ah Committee shall consider and subsequently approve the percentage of Non-permissible Activities allowed, the discharge of the revenue and the cleansing process, or decide to provide a moratorium period for the tenants or such other course of action as the Independent Shari’ah Committee may deem reasonable. Such decisions made by the Independent Shari’ah Committee shall be followed through and implemented by the Manager and a status report shall be furnished accordingly. In the event the Independent Shari’ah Committee decides to disallow the tenant or the entire property, as the case may be, and the decision is final, the Manager shall terminate all discussions with the vendor on the relevant acquisition. Renting out real estate to new tenant(s) To the extent possible, the Manager will only accept new tenants if their core business activities do not contain any of the Non-permissible Activities.

131 However, if the tenants have components of Non-permissible Activities as part of their sources of revenue, such proportion of Gross Revenue from the Non-permissible Activities or GFA operated by the Non-permissible Activities, whichever applicable, shall be quantified and reported to the Independent Shari’ah Committee for approval. (ii) Financing, Investment and Deposit Facilities The Manager must ensure that all the financing, investment and deposit facilities of Sabana REIT are Shari’ah compliant where commercially available. Any surplus cash targeted for deposit placement, whether in a current account or fixed deposit account will be Shari’ah compliant and any financing facilities obtained by Sabana REIT shall primarily be on the basis of Shari’ah compliant products. The Shari’ah compliance of any subsequent refinancing undertaken by Sabana REIT will have to be certified at the point in time that it is entered into. If such Shari’ah compliant financing, investment and deposit facilities are unavailable or the utilisation of such facilities by Sabana REIT is not commercially viable, Sabana REIT shall be entitled to utilise banking facilities (i.e. for deposit and financing) from a non-Islamic financial institution. The use of such banking facilities from a non-Islamic financial institution is subject to the requirement that the following limits shall not be breached at all times in order for Sabana REIT to remain Shari’ah compliant: (a) total interest-based debt (not including Islamic financing facilities) to trailing 12-month average NAV ratio shall be less than 33.0 per cent.; and (b) sum of cash and interest-bearing securities to trailing 12-month average NAV ratio shall be less than 33.0 per cent. In addition to the above, all accounts receivable to trailing 12-month NAV ratio shall be less than 33.0 per cent. If the above ratios are breached, under any circumstances whatsoever, the Manager shall bring it back within the threshold within a period of two reporting quarters or six months, whichever is sooner. Moreover, prior approval from the Independent Shari’ah Committee must be obtained before the Manager accepts any banking facility from a non-Islamic financial institution, even if the above ratios are not breached. (iii) Insurance Sabana REIT is required to seek Takaful for insurance coverage purposes where it is commercially available. If Takaful is unavailable or the utilisation of Takaful by Sabana REIT is not commercially viable, Sabana REIT shall be entitled to opt for conventional insurance schemes, provided that prior approval from the Independent Shari’ah Committee is obtained. (iv) Risk Management Solutions Sabana REIT is permitted to utilise derivative instruments such as forward currency contracts for the purpose of risk management. Sabana REIT is required to utilise Shari’ah compliant risk management solutions where they are commercially available. If such Shari’ah compliant risk management solutions are unavailable or the utilisation of such risk management solutions by Sabana REIT is not commercially viable, Sabana REIT shall be entitled to utilise conventional risk management solutions, provided that prior approval from the Independent Shari’ah Committee is obtained. The Independent Shari’ah Committee may approve the non-Shari’ah derivative instrument only if such derivative instrument is used for the sole purpose of risk management. (v) Cleansing Process for Income from Non-Shari’ah Compliant Sources or Non-core Activities There may be situations where Sabana REIT may have received income derived from non- Shari’ah compliant sources. Sabana REIT may also have incidental income from non-core activities, for example, currency options or penalties for late payment of rent. Income generated from non-Shari’ah compliant sources and non-core activities will be required to undergo a cleansing process. Such cleansing process will apply irrespective of whether the amount of income generated from non-Shari’ah compliant sources exceeds the amount permissible under the Shari’ah Guidelines for Sabana REIT to maintain its Shari’ah compliant status.

132 The cleansing process requires Sabana REIT to donate the net amount of income which is derived from non-Shari’ah compliant sources or non-core activities (after deduction of applicable expenses) to charitable organisations or purposes, before any distribution of net income is made to the Unitholders. Any donations made by the Manager shall be approved by the Independent Shari’ah Committee and reviewed by the Audit Committee. The Manager shall inform Unitholders of the amount of income that has been cleansed. When determining the income that requires cleansing, the Manager may need to make the following assumptions: (a) if there is any doubt by the Manager or the Independent Shari’ah Committee as to whether certain income received by Sabana REIT is derived from Shari’ah compliant or non-Shari’ah compliant sources, such income shall be cleansed; and (b) in the case of income derived from both Shari’ah compliant sources and non-Shari’ah compliant sources, if the Manager is unable to determine the proportion of such income which is attributable to the Shari’ah compliant source and the non-Shari’ah compliant source, the Manager may be required to cleanse the whole of such income. The total amount of net income subjected to the cleansing process and the identities of the relevant charitable organisations or purposes will be disclosed with Sabana REIT’s quarterly results. Income donated to charitable organisations or purposes will be accounted for under a category of expense entitled “Donation of non-Shari’ah compliant income”, which shall be deducted from net income.

(vi) Revocation of the Shari’ah Certification In the event that there has been a material misrepresentation or wilful omission of any material information that was required by the Independent Shari’ah Committee for the purposes of issuing the Shari’ah Certification, the Independent Shari’ah Committee may revoke the Shari’ah Certification.

Remedial Process If any of the Shari’ah Guidelines are breached, the Manager must disclose such breach to the Independent Shari’ah Committee and the REIT Shari’ah Adviser as soon as practicable. Such disclosure should include details of the nature of the breach and the circumstances leading to the breach. All relevant information and documents must also be provided alongside such disclosure. The Independent Shari’ah Committee, in discussion with the Manager, will explore all possible avenues to rectify the breach. In the event that no immediate rectification is possible, the Independent Shari’ah Committee will put on record an acknowledgment of the breach and the necessary rectification measures that the Manager will have to undertake. This record will indicate a mutually agreed time frame for the rectification and will be considered during the annual review of the Shari’ah compliance of Sabana REIT for the purpose of issuing the Shari’ah Certification. If Sabana REIT is unable to resolve any breach within the given time frame, the Manager would have to seek a further extension from the Independent Shari’ah Committee, citing reasons for the inability to rectify, or delay in rectifying, the breach. Where the Manager is in the process of rectifying a breach of the Shari’ah Guidelines which is required in order for Sabana REIT to be Shari’ah compliant, the Independent Shari’ah Committee may nonetheless issue the Shari’ah Certification. If the Independent Shari’ah Committee does not grant a further extension of time or the Manager is unable to resolve the breach within the extended time frame, the Independent Shari’ah Committee may not issue the Shari’ah Certification. In the event that Sabana REIT is unable to resolve any breach of the Shari’ah Guidelines within the given time frame and the Manager has sought a further extension of time from the Independent Shari’ah Committee, this will be announced to Unitholders via SGXNET. The Independent Shari’ah Committee may also refuse to issue the Shari’ah Certification, or revoke the existing Shari’ah Certification, in the following circumstances: (i) where the Manager deliberately deviates from the Shari’ah Guidelines and indulges in activities that contravene the Shari’ah Guidelines;

133 (ii) where the Manager continuously breaches the Shari’ah Guidelines and refuses to rectify the position to an acceptable level; and (iii) where there is a material misrepresentation or wilful omission of any material information that is otherwise required by the Independent Shari’ah Committee for the purposes of issuing the Shari’ah Certification. Any refusal by the Independent Shari’ah Committee to issue, or revocation by the Independent Shari’ah Committee of, the Shari’ah Certification will be announced to Unitholders via SGXNET.

Independent Shari’ah Committee Member Replacement Process Varying the composition of the Independent Shari’ah Committee In the event that any Shari’ah scholar who is a member of the Independent Shari’ah Committee expresses an intention to retire from the Independent Shari’ah Committee, or is otherwise unable to discharge his duties as required, the REIT Shari’ah Adviser shall inform the Manager accordingly and, where applicable, undertake a replacement process to facilitate the appointment of a replacement member. In addition, the Manager is entitled to determine and, where the Manager deems fit upon consultation with the REIT Shari’ah Adviser, vary the composition of the Independent Shari’ah Committee, including varying the number of members of the Independent Shari’ah Committee and the identities of the members of the Independent Shari’ah Committee. The Manager shall review the composition of the Independent Shari’ah Committee at least once in each financial year. In the event that the Manager decides to vary the composition of the Independent Shari’ah Committee, the Manager shall inform the REIT Shari’ah Adviser accordingly and the REIT Shari’ah Adviser shall, where applicable, undertake a replacement process to facilitate the appointment of a replacement member. Replacement of a member of the Independent Shari’ah Committee Where a replacement member is required to be appointed to the Independent Shari’ah Committee, the REIT Shari’ah Adviser shall undertake the following replacement process in order to fill such Shari’ah scholar’s position on the Independent Shari’ah Committee: (i) the REIT Shari’ah Adviser will, within one month after being informed that a replacement member of the Independent Shari’ah Committee is required, shortlist a pool of potential replacements based on various criteria, including, but not limited to, a Shari’ah scholar’s experience, availability and qualifications; (ii) a list of the short-listed suitable candidates will be presented to the Manager and the Manager will select one of the Shari’ah scholars from this list; and (iii) the Shari’ah scholar accepted by the Manager will then be appointed to the Independent Shari’ah Committee. The Manager will notify the REIT Trustee when determining or varying the composition of the Independent Shari’ah Committee, provided that the Manager retains sole discretion to determine or vary the composition of the Independent Shari’ah Committee. All appointments and resignations of members of the Independent Shari’ah Committee or variation of the composition of the Independent Shari’ah Committee and the reason(s) for the variation of the composition of the Independent Shari’ah Committee will be announced to Unitholders via SGXNET.

134 SUMMARY OF PRINCIPAL TRANSACTION DOCUMENTS

The following is a summary of certain provisions of the principal Series Transaction Documents and is qualified in its entirety by reference to the detailed provisions of those Series Transaction Documents and the Transaction Documents. Copies of the Series Transaction Documents and the Transaction Documents will be available for inspection at the registered office of the Issuer and from the specified offices of the Issuing and Paying Agent and the Singapore Paying Agent. Defined terms used in the following summary that are not otherwise defined in this summary have the meanings given to them in “Conditions of the Trust Certificates”.

The Wakalah Agreement In respect of each Series, the Issuer, the Trustee and the REIT Trustee shall on the Closing Date enter into a wakalah agreement (the “Wakalah Agreement”) pursuant to which the Issuer appoints the REIT Trustee as its agent (in such capacity the “Wakeel”) to perform certain services on its behalf. Pursuant to the terms of the Wakalah Agreement, the Wakeel shall, for the duration of the Wakalah Services Term: (i) acquire the Commodities on the Closing Date as buying agent of the Issuer on the terms of the Commodity Murabahah Investment Agreement; (ii) carry out or procure the carrying out of all Major Maintenance and Structural Repair in respect of the Real Estate comprised in the Series Wakalah Venture; (iii) pay or procure to be paid on behalf of the Issuer all Proprietorship Taxes (if any) charged, levied or claimed in respect of the Real Estate comprised in the Series Wakalah Venture; and (iv) be responsible for ensuring that the Real Estate comprised in the Series Wakalah Venture are covered or insured and, to the extent that it is reasonable and commercially practicable, in a Shari’ah compliant manner (the “Takaful/Insurances”) against such liabilities and risks usually covered or insured against in respect of such Real Estate. The Issuer shall reimburse the Wakeel for any Wakalah Services Charge Amount on the Scheduled Dissolution Date, unless following the Asset Substitution Date: (a) the Lease under the Lease Agreement is terminated on an earlier date in accordance with the terms thereof or any other Series Transaction Document in respect of the relevant Series of Trust Certificates, in which case any such Wakalah Services Charge Amount shall be payable on the date on which such early termination becomes effective; or (b) the Lease is extended in accordance with the Purchase Undertaking, in which case any such Wakalah Services Charge Amount shall be payable on the last day of the Additional Lease Period. An amount equal to: (A) the Wakalah Services Charge Amount to be paid by the REIT Trustee as part of the Purchase Price pursuant to the Purchase Undertaking; or (B) the Wakalah Services Charge Amount to be paid by the Wakeel as part of the Takaful/Insurance Coverage Amount, shall be set off against the Wakalah Services Charge Amount to be paid by the Issuer to the Wakeel under the Wakalah Agreement. Upon the occurrence of a Total Loss Dissolution Event, the Wakeel irrevocably undertakes with the Issuer that the Wakeel shall ensure that all Takaful/Insurance Proceeds received or receivable by it are paid into the Issuing and Paying Agent’s Account as soon as practicable and in any event by no later than the close of business in Singapore on the Total Loss Longstop Date. The Wakalah Agreement provides that if the Takaful/Insurance Proceeds credited to the Issuing and Paying Agent’s Account are less than the Takaful/Insurance Coverage Amount (the difference between the Takaful/Insurance Coverage Amount and the amount credited to the Issuing and Paying Agent’s

135 Account being the “Total Loss Shortfall Amount”), then the Wakeel acknowledges that it shall have failed in its responsibility to properly insure the Real Estate comprised in the Series Wakalah Venture and accordingly irrevocably and unconditionally undertakes to pay (in Singapore Dollars in same day, freely transferable, cleared funds) the Total Loss Shortfall Amount directly into the Issuing and Paying Agent’s Account as soon as practicable and in any event by no later than the close of business in Singapore on the date falling five days after the Total Loss Longstop Date. The Wakeel is entitled to retain the Total Loss Surplus Amount (as defined in the Wakalah Agreement) as an incentive fee for the performance of its obligations under the Wakalah Agreement and any Takaful/Insurance Proceeds received thereafter shall be for the Wakeel’s sole account. The Wakalah Agreement is governed by, and shall be construed in accordance with, Singapore law.

Commodity Murabahah Investment Agreement On the Closing Date in respect of each Series, a commodity murabahah investment agreement will be entered into between the Issuer as seller, the REIT Trustee as buyer (the “Buyer”), the Wakeel, the Trustee and the Commodity Agent (the “Commodity Murabahah Investment Agreement”), pursuant to which the Issuer, through the Wakeel, will purchase Shari’ah compliant commodities (which may comprise London Metal Exchange base metals and/or platinum group metals, crude palm oil and its derivatives or such other Shari’ah compliant commodities as may be agreed between the parties to the Commodity Murabahah Investment Agreement and in any event, will only include allocated commodities physically located outside of the United Kingdom and Singapore and approved by the Series Shari’ah Adviser) (the “Commodities”) on immediate payment and immediate delivery terms from a broker (“Broker A”) for an amount equal to the proceeds received by the Issuer from the issuance of the relevant Series of Trust Certificates (the “Series Proceeds”) and the Buyer will irrevocably undertake to purchase the Commodities from the Issuer on an immediate delivery and deferred payment basis for an amount equal to the aggregate of the Commodity Price plus a profit amount (the “Deferred Sale Price”). Pursuant to a commodity on-sale agency agreement (the “Commodity On-Sale Agency Agreement”) to be entered into by the Buyer, as buyer and the Commodity Agent, as commodity agent on the Closing Date in respect of each Series, the Buyer, through the Commodity Agent, will on-sell the Commodities to a second broker (“Broker B”) on a spot delivery and spot payment basis for an amount equal to the Series Proceeds. The Deferred Sale Price will be immediately due and payable two Business Days prior to the Dissolution Date (other than the Dissolution Event Redemption Date, in which case such amount shall be payable on such date). On or before the Longstop Date, the REIT Trustee will transfer the beneficial ownership in the Properties to the Issuer pursuant to the Sale and Purchase Agreement (defined below) to prepay an amount equal to at least 33 per cent. of the Deferred Sale Price (which shall consist of part of the Commodity Price portion and all of the profit amount portion of the Deferred Sale Price) as a “payment in kind” (the “Murabahah Prepayment”), such that the Series Wakalah Venture will comprise the following on the Longstop Date: (i) at least 33 per cent. — the beneficial interest in the Properties; and (ii) not more than 67 per cent. — the outstanding Deferred Sale Price,

(the “Agreed Asset Ratio”). The REIT Trustee will be entitled to make the Murabahah Prepayment at any time prior to the Longstop Date and is obliged to make the Murabahah Prepayment on the Longstop Date, provided it has acquired the Properties. In the event that the REIT Trustee is unable to or does not make the Murabahah Prepayment, the REIT Trustee shall notify the Issuer of such failure on the Longstop Date and irrevocably and unconditionally undertakes to pay the Deferred Sale Price on the date falling two Business Days prior to the Longstop Redemption Date by crediting such amount to the Issuing and Paying Agent’s Account. The REIT Trustee agrees in the Commodity Murabahah Investment Agreement that all payments by the REIT Trustee under the Commodity Murabahah Investment Agreement without any deduction or withholding for or on account of Tax unless required by law and, in the event that there is any such deduction or withholding required by law, the REIT Trustee shall pay all additional amounts as shall all

136 be necessary in order that the net amounts received by any payee after such deduction or withholding shall equal the amount which would have been receivable under the Commodity Murabahah Investment Agreement in the absence of such deduction or withholding.

The Commodity Murabahah Investment Agreement shall be governed by, and construed in accordance with, Singapore law.

Sale and Purchase Agreement

Pursuant to a sale and purchase agreement in respect of each Series between the Issuer as purchaser, the REIT Trustee as seller, the Wakeel and the Trustee (the “Sale and Purchase Agreement”), the REIT Trustee will sell and transfer to the Issuer the Properties by way of transfer of the beneficial ownership of the Properties for the purposes of complying with the Murabahah Prepayment provisions set out in the Commodity Murabahah Investment Agreement.

On the Asset Substitution Date, the Issuer shall make payment of a purchase price (the “Properties Purchase Price”) to the REIT Trustee in consideration for the sale and transfer of the Properties to the Issuer by reducing the outstanding Deferred Sale Price owed by the REIT Trustee to the Issuer under the Commodity Murabahah Investment Agreement by an amount equivalent to the Properties Purchase Price. The REIT Trustee will remain the holder of the registered title of, and the legal interests in, the Properties.

The Sale and Purchase Agreement will specify that the Properties will be sold and transferred by the REIT Trustee to the Issuer without the benefit, if any, of any Existing Subtenancies, and all rights, interests and obligations under or arising from or in connection with such Existing Subtenancies will remain with the REIT Trustee as legal owner of the Properties.

The REIT Trustee will sell the Properties on an “as is, where is” basis and no warranty, express or implied, will be provided in relation to the condition, fitness for purpose or suitability for use or otherwise and if any warranty is implied by law, it shall be excluded to the fullest extent permitted by law.

The REIT Trustee will provide representations and warranties including in respect of its due capacity and authority to enter into the Sale and Purchase Agreement and confirmation that no material litigation, arbitration or administrative proceeding is pending against it.

The Sale and Purchase Agreement shall be governed by, and construed in accordance with, the laws of Singapore.

Lease Agreement

In respect of each Series, a lease agreement (the “Lease Agreement”) will be entered into on the Asset Substitution Date, pursuant to which the Issuer as lessor (in such capacity, the “Lessor”) will agree to lease to the REIT Trustee as lessee (in such capacity, the “Lessee”), and the Lessee will agree to lease from the Lessor, the Lease Assets during the term of the lease. The term of the lease will commence on the date of the Lease Agreement and end on the Scheduled Dissolution Date unless:

(i) the lease is terminated on an earlier date in accordance with the terms of the Lease Agreement or any other Series Transaction Document in respect of the relevant Series of Trust Certificates, in which case it will terminate on the date on which such early termination becomes effective; or

(ii) the lease is extended in accordance with the terms of the Purchase Undertaking (see “Purchase Undertaking” for further details), in which case it shall end on the last day of the Additional Lease Period.

During the term of the lease, the Lessee will pay to the Lessor the rental payments specified in the Lease Agreement for the lease term as specified in the Lease Agreement. The rental payments due under the Lease Agreement in respect of the Lease Assets will be used to pay the Periodic Distribution Amounts payable on the Periodic Distribution Dates and (if applicable) the last day of an Additional Lease Period in respect of the relevant Series of Trust Certificates.

137 If a Total Loss Dissolution Event occurs with respect to the assets underlying the Lease Assets, then the lease in relation to the Lease Assets shall automatically terminate and the Lessor will be entitled (in addition to any amounts payable pursuant to the Wakalah Agreement, without double-counting) to any accrued and unpaid rental payments up to the date on which the Total Loss Dissolution Event occurred. See “Wakalah Agreement” for further details. The Lessee shall, at its own cost and expense, be responsible for the performance of all Ordinary Maintenance and Repair required for the assets underlying the Lease Assets. The Lessor shall be responsible for: (A) the performance of all Major Maintenance and Structural Repair (other than, in the case of assets underlying the Lease Assets which comprises strata lots, to the extent performed or to be performed by the management corporation of the building such assets underlying the Lease Assets form part of); (B) the payment of any Proprietorship Taxes (if any) in relation to the assets underlying the Lease Assets; and (C) obtaining and maintaining Takaful/Insurances for the assets underlying the Lease Assets, and the Lessee acknowledges that the Lessor will procure that the Wakeel, in accordance with the terms and conditions set out in the Wakalah Agreement, shall perform, or shall procure the performance of, all Major Maintenance and Structural Repair, the payment of such Proprietorship Taxes (if any) and the obtaining and maintaining of Takaful/Insurances for the assets underlying the Lease Assets. All payments by the Lessee to the Lessor under the Lease Agreement shall be made without set off (except as provided for in the Wakalah Agreement) or counterclaim of any kind and without any deduction or withholding for or on account of Tax unless required by law and, in the event that a deduction or withholding is imposed by or on behalf of any relevant taxing authority, the Lessee shall pay all additional amounts as will result in the receipt by the Lessor of such net amounts as would have been received by it if no such deduction or withholding had been made and accordingly, the Lessee undertakes to pay to the Lessor or such other persons as the Lessor may direct such additional amounts forthwith upon demand and in the manner and currency prescribed hereunder. Under the Lease Agreement, the Lessee shall bear the entire risk of loss of, or damage to, the assets underlying the Lease Assets or any part thereof arising from the usage or operation thereof by the Lessee (other than any Major Maintenance and Structural Repair in relation to the assets underlying the Lease Assets which is the responsibility of the Lessor). In addition, the Lessor shall not be liable (and the Lessee will waive any claim or right, howsoever arising, to the contrary) for any indirect, consequential or other losses, howsoever arising, in connection with then Lessee’s use or operation of the Lease Assets. The Lease Agreement shall be governed by, and construed in accordance with, the laws of Singapore.

Obligor Properties Undertaking Pursuant to the obligor properties undertaking granted in respect of each Series by the Obligor in favour of the Issuer and the Trustee dated the Asset Substitution Date (the “Obligor Properties Undertaking”), upon the occurrence of a Total Loss Event, the Obligor shall enter into a Substitution Agreement pursuant to which it will sell to the Issuer beneficial ownership of certain alternative Shari’ah compliant Real Estate (such Shari’ah compliant Real Estate having been identified by the Issuer or the Wakeel as its agent in the relevant Exercise Notice) in consideration for the transfer by the Issuer to the Obligor of all the Issuer’s rights to all Takaful/Insurance Proceeds received and receivable in connection with the Total Loss Event, so that the value of the Real Estate comprised in the Series Wakalah Venture after the relevant substitution has been made is at least equal to 33 per cent. of the Series Wakalah Venture Value at such time. Pursuant to the Obligor Properties Undertaking, if at any time the Real Estate comprised in the Series Wakalah Venture is non-Shari’ah compliant Real Estate, the Obligor shall enter into a Substitution Agreement on the Substitution Date pursuant to which it will sell to the Issuer certain Shari’ah compliant Real Estate by way of transfer of beneficial ownership (such Shari’ah compliant Real Estate having been identified by the Issuer or by the Wakeel as of its agent in the relevant Exercise Notice) in

138 consideration for the transfer by the Issuer to the Obligor of the Real Estate comprised in the Series Wakalah Venture prior to the Substitution Date, so that the value of the Real Estate comprised in the Series Wakalah Venture after the relevant substitution has been made is at least equal to 33 per cent. of the Series Wakalah Venture Value at such time. The Obligor Properties Undertaking is governed by and construed in accordance with, Singapore law. Each Substitution Agreement and all agreements concluded thereunder shall be governed by, and construed in accordance with Singapore law.

Substitution Undertaking In respect of each Series, the Issuer and the Trustee shall on or about the Asset Substitution Date issue a substitution undertaking (the “Substitution Undertaking”) in favour of the REIT Trustee, pursuant to which the Issuer irrevocably grants to the REIT Trustee the right to require the Issuer to sell, transfer and convey all of its rights, interests, benefits and entitlements in and to certain of the Properties (the “Original Real Estate”) to the REIT Trustee. In consideration for the sale, transfer and conveyance of the Original Real Estate by the Issuer to the REIT Trustee, the REIT Trustee will transfer and convey the beneficial ownership in certain new properties (the “Substitute Real Estate”) to the Issuer. The REIT Trustee will be obliged to certify that the Substitute Real Estate are properties capable of being leased and the aggregate value of the Substitute Real Estate and any other Real Estate comprised in the Series Wakalah Venture (other than the Original Real Estate) is at least equal to 33 per cent. of the Series Wakalah Venture Value on the relevant date of substitution. In order to exercise such right, the REIT Trustee is required to deliver an Exercise Notice to the Issuer under, and in accordance with the terms of, the Substitution Undertaking. The substitution of the Substitute Real Estate for the Original Real Estate will become effective on the Substitution Date (as specified in the Exercise Notice to be delivered by the REIT Trustee in accordance with the Substitution Undertaking) by the Issuer entering into a substitution agreement (the “Substitution Agreement”) in substantially the form scheduled to the Substitution Undertaking. The Substitution Undertaking is governed by, and construed in accordance with, Singapore law. Each Substitution Agreement and all agreements concluded thereunder shall be governed by, and construed in accordance with, Singapore law.

Purchase Undertaking In respect of each Series, the REIT Trustee shall on or about the Asset Substitution Date issue a purchase undertaking (the “Purchase Undertaking”) in favour of the Issuer and the Trustee, pursuant to which the REIT Trustee irrevocably and unconditionally undertakes to purchase and accept the transfer of all of the Issuer’s rights, interests, benefits and entitlements in and to the Properties at the relevant Purchase Price: (i) following a Dissolution Event and upon declaration by the Trustee (pursuant to the terms of the Trust Deed) that the Trust Certificates are immediately due and payable and delivery by or on behalf of the Trustee of an exercise notice (the “Purchase Undertaking Exercise Notice”), on the Dissolution Event Redemption Date specified therein; (ii) on the Scheduled Dissolution Date, provided that the Trust Certificates have not been redeemed previously, or purchased and cancelled, in their entirety prior to the Scheduled Dissolution Date; or (iii) if applicable, on the Dissolution (Put) Date following the delivery by the Issuer of a Purchase Undertaking Exercise Notice to the REIT Trustee, whichever is the earliest, upon the terms and subject to the conditions of the Purchase Undertaking. On or about a Dissolution Date an amount equal to the Wakalah Services Charge Amount to be paid by the REIT Trustee as part of any Purchase Price and any Wakalah Services Charge Amount to be paid by the Issuer in accordance with the Wakalah Agreement shall be set off against one another. The REIT Trustee undertakes in the Purchase Undertaking that all payments by it under the Purchase Undertaking will be made without deduction or withholding for or on account of Tax unless required by

139 law and, in the event that there is any deduction or withholding required by law, the REIT Trustee shall pay all additional amounts as shall be necessary in order that the net amounts received by any payee after such deduction or withholding shall equal the amount which would have been receivable under the Purchase Undertaking in the absence of such deduction or withholding. Subject to the payment of the outstanding Deferred Sale Price and the payment of the Purchase Price in accordance with the Purchase Undertaking, the Issuer, the REIT Trustee and the Trustee will enter into a sale agreement (the “Transfer Agreement”) in substantially the form scheduled to the Purchase Undertaking to effect the sale, transfer and conveyance of the Properties by the Issuer to the REIT Trustee. If the REIT Trustee fails to pay all or part of the Purchase Price on the due date or the outstanding Deferred Sale Price in accordance with the terms of the Commodity Murabahah Investment Agreement (after taking into consideration any set off contemplated by the terms of the Wakalah Agreement), then the REIT Trustee shall irrevocably, unconditionally and automatically (without the necessity for any notice or any other action) continue or be deemed to continue to lease the Lease Assets from the Issuer (as Lessor) and continue to act as Wakeel in respect of the Real Estate comprised in the Series Wakalah Venture with effect from and including the date on which the relevant payment was due (the “Commencement Date”) on the terms and conditions, mutatis mutandis, of the Lease Agreement and the Wakalah Agreement, save that Rental shall accrue on a daily basis in respect of the period from, and including, the Commencement Date to, but excluding, the date on which the sale, transfer and conveyance of the Issuer’s rights, interests, benefits and entitlements in and to the Lease Assets occurs (including the payment in full of the aggregate of the outstanding Purchase Price and the Deferred Sale Price and all other accrued amounts by the Obligor) (the “Additional Lease Period”) at the rate or rates at which Periodic Distribution Amounts shall accrue under the Conditions as determined in accordance with Condition 5 (Fixed Periodic Distribution Provisions), Condition 5A (Floating Periodic or Variable Periodic Distribution Provisions) or Condition 5B (Zero Periodic Distribution Provisions), in each case if specified to be applicable in the applicable Pricing Supplement. The Purchase Undertaking shall be governed by, and construed in accordance with, Singapore law. Each Transfer Agreement shall be governed by, and construed in accordance with, the laws of Singapore.

Sale Undertaking In respect of each Series, the Issuer and the Trustee shall on or about the Asset Substitution Date issue a sale undertaking (the “Sale Undertaking”) in favour of the REIT Trustee, pursuant to which the Issuer irrevocably and unconditionally undertakes to sell, transfer and convey to the REIT Trustee all of the Issuer’s rights, interests, benefits and entitlements in and to the Properties at the Purchase Price: (i) following a Tax Event and delivery by the REIT Trustee of an exercise notice (the “Sale Undertaking Exercise Notice”) to the Issuer, upon the Tax Redemption Date specified therein; or (ii) upon the Optional Dissolution (Call) Date following the exercise by the REIT Trustee of the Optional Dissolution (Call) in accordance with the Conditions and the delivery by the REIT Trustee of a Sale Undertaking Exercise Notice to the Issuer. On or about a Dissolution Date an amount equal to the Wakalah Services Charge Amount to be paid by the REIT Trustee as part of any Purchase Price and any Wakalah Services Charge Amount to be paid by the Issuer in accordance with the Wakalah Agreement shall be set off against one another. Subject to the payment of the outstanding Deferred Sale Price and the payment of the Purchase Price, the Issuer, the Trustee and the REIT Trustee will enter into a sale agreement (the “Transfer Agreement”) in substantially the form scheduled to the Sale Undertaking to effect the sale, transfer and conveyance of the Properties by the Issuer to the REIT Trustee. The Sale Undertaking shall be governed by, and construed in accordance with, Singapore law. Each Transfer Agreement shall be governed by, and construed in accordance with, the laws of Singapore.

Trust Deed The Master Trust Deed will be amended and supplemented by the Supplemental Trust Deed to be entered into between the Issuer, the REIT Trustee and Trustee, in respect of each Series, on the

140 Closing Date (such Supplemental Trust Deed, together with the Master Trust Deed, the “Trust Deed”). Both the Master Trust Deed and the Supplemental Trust Deed in respect of each Series are governed by Singapore law.

Upon issue of the Global Certificate initially representing the Trust Certificates of each Series, the Trust Deed shall constitute the Trust declared by the Issuer and the Trustee in relation to each Series.

The Trust established under and in accordance with the terms of the Supplemental Trust Deed in respect of each Series is as follows:

(a) the Issuer and the Trustee, in their capacities as trustees, hereby jointly and severally declare that they will declare a trust over the Trust Assets consisting of: (i) all of its rights, titles, interests, benefits and entitlements in, to and under the Series Wakalah Venture; (ii) all of its rights, titles, interests, benefits and entitlement in, to and under the Series Transaction Documents; and (iii) all proceeds of the foregoing; and

(b) the Trustee will declare a trust over assets consisting of (i) the rights, titles, interests, benefits and entitlements in, to and under the Master Trust Deed, the Supplemental Trust Deed and each of the other Series Transaction Documents to which it is a party (or to which it obtains the benefits thereunder); (ii) all amounts received by it from the Issuer, the REIT Trustee and/or otherwise under or in connection with the Master Trust Deed, the Supplemental Trust Deed and each of the other Series Transaction Documents; and (iii) any realisation or enforcement proceeds, to be held upon trust absolutely for the Trust Certificates Holders pro rata according to the outstanding Nominal Value of Trust Certificates held by each Trust Certificates Holder in accordance with the Supplemental Trust Deed and the Conditions.

Pursuant to the Trust Deed in respect of each Series, the Issuer will, inter alia, act as trustee in respect of the relevant Trust Assets, distribute the income from such Trust Assets and perform its duties in accordance with the provisions of the Trust Deed.

Under the Trust Deed in respect of each Series, the Issuer will irrevocably and unconditionally appoint the Trustee to be its attorney and in its name, on its behalf and as its acts and deed to exercise all of the present and future duties, powers (including the power to sub-delegate), trusts, authorities and discretions vested in the Issuer under the Trust Deed and the Series Transaction Documents (to the extent applicable) that the Trustee may consider to be necessary and desirable in order to, upon the occurrence of a Potential Dissolution Event or Dissolution Event, and subject to it being indemnified, secured and/or prefunded to its satisfaction against all actions, proceedings, claims and demands to which it may thereby render itself liable and all Liabilities which it may incur by so doing, to exercise all of the rights of the Issuer under the Series Transaction Documents and make such distributions from the Trust Assets as the Issuer in its capacity as trustee is bound to make in accordance with the Trust Deed (together, the “Delegation” of the “management powers”). The Delegation to the Trustee is intended to be in the interests of the Trust Certificates Holders.

In addition to the Delegation of the management powers, certain powers under the Trust Deed in respect of each Series have been vested solely in the Trustee, including, inter alia, the power to determine the occurrence of a Dissolution Event or a Potential Dissolution Event, the power to waive or authorise a breach of an obligation or determine that a Dissolution Event or Potential Dissolution Event shall not be treated as such, and the power to consent to certain types of amendments to the Trust Deed, which is not materially prejudicial to the interests of the Trust Certificates Holders.

The Trust Deed in respect of each Series specifies, inter alia, that:

(i) the Trustee may at its discretion refrain from exercising any right, power or discretion vested in the Trustee under the Trust Deed unless and until instructed by the Trust Certificates Holders by Extraordinary Resolution or so requested in writing by Trust Certificates Holders holding at least 25 per cent. in Nominal Value of the Outstanding Trust Certificates of the relevant Series, as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised and in each case, only if indemnified, secured and/or prefunded to its satisfaction against all actions, proceedings, claims and demands to which it may thereby render itself liable and all Liabilities which it may incur by so doing; and

141 (ii) no Trust Certificates Holder may proceed directly against the Issuer or the REIT Trustee unless the Trustee, having become bound to proceed pursuant to the provisions of the Trust Deed fails to do so within a reasonable period (which in any event shall not exceed 30 days after the Trustee is bound to proceed) and such failure if continuing. No Trust Certificates Holder will have any power to require the Trustee to take any action otherwise than in accordance with the Trust Deed or to take any action itself which the Trustee would not be entitled to take under the Trust Deed or the Conditions.

Agency Agreement The Agency Agreement has been entered into between the Issuer, the Trustee, the Singapore paying agent and other agents in respect of each Series on the Closing Date. The Agency Agreement in respect of each Series is governed by Singapore law. The Agency Agreement in respect of each series provides for inter alia, payment of all sums in respect of the Trust Certificates of the relevant Series.

Costs Undertaking Deed The Costs Undertaking Deed is governed by Singapore law. Pursuant to the Costs Undertaking Deed, the REIT Trustee has undertaken to, inter alia, pay all costs, liabilities and expenses of the Trustee and each Service Provider, to indemnify, on an after-tax basis, the Trustee and each agent against any and all Liabilities incurred by each of them on the terms set out in the relevant Trust Deed and Agency Agreement, respectively.

142 INVESTMENT CONSIDERATIONS

Prior to making an investment or divestment decision, prospective investors or existing Trust Certificates Holders should carefully consider all the information set forth in this Information Memorandum including the risk factors set out below.

The risk factors set out below do not purport to be complete or comprehensive of all the risk factors that may be involved in the business, assets, financial condition, performance or prospects of the Issuer, the Obligor, Sabana REIT and its subsidiaries and associated companies (if any) or the properties owned by the Group or any decision to purchase, own or dispose of the Trust Certificates. Additional risk factors which the Issuer, the Obligor or Sabana REIT is currently unaware of may also impair the Issuer’s, the Obligor’s or, as the case may be, Sabana REIT’s, as the Group’s business, assets, financial condition, performance or prospects. If any of the following risk factors develop into actual events, the business, assets, financial condition, performance or prospects of the Issuer, the Obligor, Sabana REIT and/or its subsidiaries and associated companies (if any) could be materially and adversely affected. In such cases, the ability of the Issuer to comply with its obligations under the Trust Deed and the Trust Certificates may be adversely affected.

Limitations of this Information Memorandum

This Information Memorandum does not purport to nor does it contain all information that a prospective investor or existing Trust Certificates Holder may require in investigating the Issuer, the Obligor or the Group, prior to making an investment or divestment decision in relation to the Trust Certificates issued under the Programme. Neither this Information Memorandum nor any document or information (or any part thereof) delivered or supplied under or in relation to the Programme or the Trust Certificates (nor any part thereof) is intended to provide the basis of any credit or other evaluation and should not be considered a recommendation by the Issuer, the Obligor, Sabana REIT, the Trustee, the Arranger or any of the Dealers that any recipient of this Information Memorandum or any such other document or information (or such part thereof) should subscribe for or purchase or sell any of the Trust Certificates. This Information Memorandum is not, and does not purport to be, investment advice. A prospective investor should make an investment in the Trust Certificates only after it has determined that such investment is suitable for its investment objectives. Determining whether an investment in the Trust Certificates is suitable is a prospective investor’s responsibility, even if the investor has received information to assist it in making such a determination. Each person receiving this Information Memorandum acknowledges that such person has not relied on the Issuer, the Obligor, Sabana REIT, Sabana REIT’s subsidiaries and/or Sabana REIT’s associated companies (if any), the Trustee, the Arranger or any of the Dealers or any person affiliated with each of them in connection with its investigation of the accuracy or completeness of the information contained therein or any additional information considered by it to be necessary in connection with its investment or divestment decision. Any recipient of this Information Memorandum contemplating subscribing for or purchasing or selling the Trust Certificates should determine for itself the relevance of the information contained in this Information Memorandum and any such other document or information (or any part thereof) and its investment or divestment should be, and shall be deemed to be, based solely on its own independent investigation of the financial condition and affairs, and its own appraisal of the credit worthiness of the Issuer, the Obligor, Sabana REIT and its subsidiaries and associated companies (if any), the terms and conditions of the Trust Certificates and any other factors relevant to its decision, including the merits and risk involved. A prospective investor should consult with its legal, tax and financial advisers prior to deciding to make an investment in the Trust Certificates.

RISKS ASSOCIATED WITH AN INVESTMENT IN THE TRUST CERTIFICATES

The Issuer may not, in certain circumstances, be able to fulfil their obligations under the Trust Certificates. The ability of the Issuer to make payments in respect of the Trust Certificates may depend upon the due performance by the other parties to the Agency Agreement and the Master Trust Deed of the obligations thereunder including the performance by the Trustee, Issuing and Paying Agent, Registrar and Transfer Agent of their respective obligations. Whilst the non-performance of any relevant parties

143 will not relieve the Issuer of its obligations to make payments in respect of the Trust Certificates, the Issuer may not, in such circumstances, be able to fulfil its obligations to the Trust Certificates Holders. The Issuer may be unable to redeem the Trust Certificates. The Issuer may be unable to redeem all or part of the Trust Certificates in the circumstances set out in the Conditions. If a redemption event were to occur, Sabana REIT, like other REITs (which generally have a policy of distributing all income), may not have sufficient cash reserves and may not be able to arrange financing to redeem the Trust Certificates in the specified timeframe, or on acceptable terms, or at all. The ability of the Issuer to redeem the Trust Certificates under such circumstances may also be limited by the terms of other debt instruments. Failure by the Issuer to repay, repurchase or redeem tendered Trust Certificates would constitute a dissolution event under the Trust Certificates, which may also constitute a default under the terms of other indebtedness of Sabana REIT. Sabana REIT has, and may in the future have, credit agreements or other agreements relating to its indebtedness that contain provisions that provide that a change in control constitutes an event of default or that the occurrence of such event accelerates its payment obligations under that agreement. If such an event were to occur, no assurance can be given that Sabana REIT will have sufficient funds or be able to raise sufficient financing to meet the payment obligations under those agreements. The Trust Certificates Holders may be exposed to risks relating to Singapore taxation. The Trust Certificates to be issued from time to time under the Programme during the period from the date of this Information Memorandum to 31 December 2013 are intended to be “qualifying debt securities” for the purposes of the Income Tax Act, Chapter 134 of Singapore (“ITA”), subject to the fulfilment of certain conditions more particularly described in the section “Singapore Taxation”. Pursuant to the Singapore Budget 2013, it was announced that the Qualifying Debt Securities scheme is to be extended to debt securities issued during the period of 1 January 2014 to 31 December 2018, subject to certain amendments to be announced by the MAS. However, there is no assurance that such Trust Certificates will continue to enjoy the tax concessions in connection therewith should the relevant tax laws be amended or revoked at any time. Prospective purchasers of the Trust Certificates are advised to consult their own tax advisers concerning the overall tax consequences of the acquisition, ownership or disposal of the Trust Certificates. (See “Singapore Taxation” for certain Singapore tax consequences). There is no guarantee that the Wakeel will perform its obligations following a Total Loss Event. Under the Transaction Documents, upon the occurrence of a Total Loss Event in respect of the Real Estate under a particular Lease Agreement, the Wakeel shall promptly notify the Issuer and the Trustee in accordance with the provisions of the Wakalah Agreement, following which the Wakeel (as agent of the Issuer) shall as soon as practicable thereafter and in any event by no later than the Total Loss Longstop Date, exercise the Issuer’s rights under the Obligor’s Properties Undertaking in order to ensure that such Real Estate is substituted as provided therein. If following the occurrence of a Total Loss Event, the relevant Real Estate is not substituted as provided in the Obligor Properties Undertaking by no later than the Total Loss Longstop Date, the Lessor will be entitled to receive all the Takaful/Insurance Proceeds paid as a result of the Total Loss Event and the Trust Certificates may be redeemed on the Total Loss Dissolution Date, unless the Takalful/ Insurance Proceeds are insufficient to cover the aggregate outstanding principal amount of the Trust Certificates of the relevant events, together with any accrued and unpaid rental payment as well as the Wakalah Services Charge Amount, in which case the Wakeel is required to fund the shortfall amount by the date falling five days after the Total Loss Longstop Date and the Trust Certificates may be redeemed on that date. (See “Terms and Conditions of the Trust Certificates – Summary of the Trust – Substitution” and “Terms and Conditions of the Trust Certificates – Dissolution of Trust – Dissolution following a Total Loss Event”). However, Trust Certificates Holders should note that there is no assurance that the Wakeel will indeed perform its obligations under the Wakalah Agreement. The market value of the Trust Certificates issued under the Programme may fluctuate. Trading prices of the Trust Certificates are influenced by numerous factors, including the operating results and/or financial condition of the Issuer, the Obligor, Sabana REIT and its subsidiaries and/or associated companies (if any), political, economic, financial and any other factors that can affect the capital markets, the industry, the Issuer, the Obligor, Sabana REIT and its subsidiaries and/or associated companies (if any) generally. Adverse economic developments, in Singapore as well as

144 countries in which the Issuer, the Obligor, Sabana REIT and its subsidiaries and/or associated companies (if any) operate or have business dealings, could have a material adverse effect on the operating results and/or the financial condition of the Issuer, the Obligor, Sabana REIT and its subsidiaries and/or associated companies (if any). Limited liquidity of the Trust Certificates issued under the Programme. There can be no assurance regarding the future development of the secondary market for the Trust Certificates issued under the Programme, the ability of the Trust Certificates Holders, or the price at which the Trust Certificates Holders may be able, to sell their Trust Certificates. Although the issue of additional Trust Certificates may increase the liquidity of the Trust Certificates, there can be no assurance that the price of such Trust Certificates will not be adversely affected by the issue in the market of such additional Trust Certificates. Certain events may lead to reduced liquidity of the Trust Certificates. In the event of any damage or destruction to assets, requisition, nationalisation, sequestration or compulsory acquisition of some (but not all) of the Trust Assets, the Obligor shall have no obligation to substitute or replace the Trust Assets under the Conditions. This may discourage certain prospective investors from acquiring or purchasing the Trust Certificates, thereby resulting in reduced liquidity (if any) of the Trust Certificates in the secondary market. This may in turn affect the market value of the Trust Certificates. A revocation or non-renewal of certain tax remissions granted by the Ministry of Finance would adversely affect the financial condition of Sabana REIT and the Issuer. Sabana REIT, the REIT Trustee and the Issuer have been granted income tax, stamp duty and Goods and Services Tax (“GST”) remissions or concessions (“Remissions”) by the Ministry of Finance (the “Ministry”) in relation to the issuance of the Trust Certificates pursuant to letters dated 3 December 2012 and 16 April 2013 (the “Approval Letters”). The effect of the Approval Letters is to generally grant parity in the tax treatment for the Trust Certificates in comparison with unsecured notes. The Remissions were granted to Sabana REIT, the REIT Trustee and the Issuer under certain conditions, and are subject to compliance with all the conditions set forth in the Approval Letters. In the event that any of the conditions are not satisfied, the Remissions may not be relied upon or may be revoked by the Ministry. During the tenure of the Trust Certificates, the REIT Trustee has the right under the Substitution Undertaking to replace any of the existing Real Estate with certain other Shari’ah compliant Real Estate. In the event that any substitution under the Substitution Undertaking takes place, Sabana REIT would need to inform the Ministry and IRAS of such asset substitution. Where there is any material change in the structure of the Trust Certificates (by way of a Real Estate substitution or otherwise), an application would need to be made to the Ministry for confirmation that such change will not affect the Remissions granted in the Approval Letters and that the Remissions extend to the substituted properties, if any. However, there is no assurance that the Ministry would grant such confirmation or approval, or such confirmation or approval if granted, will not contain conditions that are onerous or unacceptable from a commercial perspective. The systems and processes of the relevant depository may not be Shari’ah compliant. The Issuer currently contemplates that for so long as any of the Trust Certificates are represented by Global Certificate held by a common depository for Euroclear and Clearstream or by the Depository, transactions involving the Trust Certificates will be cleared and settled on a book entry basis through the clearing systems of the common depository or the Depository, as the case may be. None of the Trustee, the REIT Trustee or any other party warrants that the systems and processes of the common depository or the Depository will be Shari’ah compliant, or that Trust Certificates cleared through the common depository or the Depository will retain their characteristics as Shari’ah compliant instruments. Financing rate risk. A Trust Certificates Holder may suffer unforeseen losses due to fluctuations in financing rates. Although the Trust Certificates to be issued under the Programme are Islamic securities which do not pay interest, they are similar to fixed income securities and may therefore see their prices fluctuate due to fluctuations in financing rates. Generally, a rise in financing rates may cause a fall in bond prices. The Trust Certificates may be similarly affected resulting in a capital loss for the Trust Certificates

145 Holders. Conversely, when financing rates fall, bond prices (this include the prices at which the Trust Certificates trade) may rise. The Trust Certificates Holders may enjoy capital gains but the profits received may be reinvested for lower returns. Inflation risk. Trust Certificates Holders may suffer erosion on the return of their investments due to inflation. Trust Certificates Holders would have an anticipated rate of return based on expected inflation rates on the purchase of the Trust Certificates. An unexpected increase in inflation could reduce the actual returns. Currency risk associated with Trust Certificates denominated in foreign currencies. Sabana REIT’s revenue is denominated in Singapore dollars and its operating expenses are incurred in Singapore dollars as well. As the Trust Certificates can be denominated in currencies other than Singapore dollars, Sabana REIT may be affected by fluctuations between the Singapore dollar and such foreign currencies in meeting the payment obligations under such Trust Certificates and there is no assurance that Sabana REIT may be able to fully hedge the currency risks associated with such Trust Certificates denominated in foreign currencies. The Trust Certificates issued under the Programme may be subject to optional redemption by the Issuer. An optional redemption feature is likely to limit the market value of the Trust Certificates. During any period when the Trust Certificates may be redeemed pursuant to the exercise of the Optional Dissolution (Call), the market value of such Trust Certificates generally will not rise substantially above the price at which they can be redeemed. This also may be true prior to any redemption period. There is no guarantee that, in respect of each Series of Trust Certificates, the Obligor will in fact be able to acquire and transfer the Properties in order to make a prepayment in kind of part of the Deferred Sale Price. To the extent that the Obligor has not made a payment in kind in respect of an amount equal to at least 33 per cent. of the Deferred Sale Price on or prior to the Longstop Date, all of the Trust Certificates held by the Trust Certificates Holders will be redeemed by the Issuer on the Longstop Redemption Date. In addition, the Obligor may be expected to require the redemption of the Trust Certificates by the Issuer when its cost of financing is lower than the cost of financing such Trust Certificates. At those times, an investor generally would not be able to reinvest the redemption proceeds at a rate as high as the rate of returns on the Trust Certificates being redeemed and may only be able to do so at a significantly lower rate. Potential investors should consider reinvestment risk in light of other investments available at that time. The Trust Assets may not be Shari’ah compliant throughout the tenor of the Trust Certificates. In the event that the Trust Assets relating to the Trust Certificates cease to be Shari’ah compliant, the Obligor has undertaken pursuant to the Obligor Properties Undertaking to substitute the Trust Assets with assets that are Shari’ah compliant. However, Trust Certificates Holders should note that there is no assurance that the Obligor will indeed perform its obligations under the Obligor Properties Undertaking. Investors should note that on the Closing Date in respect of each Series of Trust Certificates, the Trust Assets will not comprise the Properties and the Trust Certificates will be principally backed only by the Deferred Sale Price under the Commodity Murabahah Investment Agreement. Until such time as the Properties are transferred to the Issuer to form part of the Trust Assets, from a Shari’ah perspective the Trust Certificates may not be capable of being traded in the hands of certain Trust Certificates Holders except at par. Where relevant, each Trust Certificates Holder should make its own determination as to whether it would be acceptable for it to trade any Trust Certificates which it holds prior to the Properties forming part of the Trust Assets. To the extent that the Properties are not transferred to the Issuer for this purpose before the Longstop Date, the Trust Certificates shall be redeemed in whole on the Longstop Redemption Date. (See “Terms and Conditions of the Trust Certificates — Dissolution of Trust — Redemption on the Longstop Redemption Date”).

The Trust Certificates are not secured. In relation to a Series, each Trust Certificate of that Series represents an undivided proportionate beneficial ownership interest in the Trust Assets of such Series and will at all times rank pari passu and rateably, without discrimination, preference or priority among themselves, subject to priorities or rights

146 preferred by law. In respect of each Series, the obligations of the Obligor pursuant to the Purchase Undertaking and the other Transaction Documents to which it is a party constitute direct, unconditional, unsubordinated and unsecured obligations of the Obligor and which, save for such exceptions as may be provided by applicable legislation, at all times rank equally with all its other present and future unsecured and unsubordinated obligations. Accordingly, on a winding-up or termination of the Obligor and/or Sabana REIT at any time prior to maturity of any Trust Certificates, the Trust Certificates Holders will not have recourse to any specific assets of the Obligor, Sabana REIT or its subsidiaries and/or associated companies (if any) as security for outstanding payment or other obligations under the Trust Certificates owed to the Trust Certificates Holders and there can be no assurance that there would be sufficient value in the assets of the Obligor and/or Sabana REIT, after meeting all claims ranking ahead of the Trust Certificates, to discharge all outstanding payment and other obligations under the Trust Certificates owed to the Trust Certificates Holders.

The Trust Certificates issued under the Programme may be issued at a substantial discount or premium. The market values of trust certificates issued at a substantial discount or premium to their nominal value tend to fluctuate more in relation to general changes in financing rates than do prices for conventional trust certificates. Generally, the longer the remaining term of the trust certificates, the greater the price volatility as compared to conventional trust certificates with comparable maturities.

The Trustee has limited and no direct recourse to the trust properties of Sabana REIT. The Trust Certificates Holders should note that under the terms of the Trust Certificates, the Trustee, as trustee for the Trust Certificates under the Master Trust Deed shall only have recourse in respect of the Deposited Property of Sabana REIT which the REIT Trustee has recourse to under, and subject to the terms and conditions of, the Sabana Trust Deed and not to HSBC Institutional Trust Services (Singapore) Limited (“HSBCIT”) personally nor any other properties or assets held by HSBCIT (or such other entity acting as trustee of Sabana REIT) as trustee of any trust (other than Sabana REIT). Further, the Trustee, as trustee for the Trust Certificates Holders does not have direct access to the assets comprised in Sabana REIT but can only gain access to such assets through the REIT Trustee and if necessary seek to subrogate the REIT Trustee’s right of indemnity out of such assets and, accordingly, any claim of the Trust Certificates Holders to the assets comprised in Sabana REIT is derivative in nature. The Trustee’s right of subrogation therefore could be limited by the REIT Trustee’s right of indemnity under the Sabana Trust Deed. The Trust Certificates Holders should also note that such right of indemnity of the REIT Trustee may be limited or lost through fraud, gross negligence, wilful default, breach of trust or breach of the Sabana Trust Deed. In this regard, the Master Trust Deed, the Subscription Agreement, the Commodity Murabahah Investment Agreement, the Sale Undertaking, the Purchase Undertaking, the Substitution Undertaking, the Obligor Properties Undertaking, the Wakalah Agreement, the Agency Agreement, the Sale and Purchase Agreement and the Transfer Agreement (the “Relevant Documents”) provide that any liability of or indemnity given by the REIT Trustee under the Relevant Documents is limited to the assets of Sabana REIT over which the REIT Trustee has recourse and shall not extend to any personal, or other assets of HSBCIT, or any assets held by HSBCIT as trustee of any trust other than Sabana REIT. They also provide that the foregoing shall not restrict or prejudice the rights or remedies of any of the other parties to the Relevant Documents under law or equity whether in connection with any gross negligence, fraud or wilful default of the REIT Trustee.

No prior market for the Trust Certificates. Each series of Trust Certificates issued under the Programme will be a new issue of securities for which there is currently no trading market. Although application may be made for the listing of a particular series of Trust Certificates on the SGX-ST, no assurance can be given that an active trading market for the Trust Certificates will develop or as to the liquidity or sustainability of any such market, the ability of Trust Certificates Holders to sell their Trust Certificates or the price at which Trust Certificates Holders will be able to sell their Trust Certificates. If an active market for the Trust Certificates fails to develop or be sustained, the trading price of the Trust Certificates could fall. The Arranger is not obliged to make a market in the Trust Certificates and any such market making, if commenced, may be discontinued at any time at the sole discretion of the Arranger.

147 If an active trading market were to develop, the Trust Certificates could trade at prices that may be lower than their initial offering price. Whether or not the Trust Certificates will trade at lower prices depends on many factors, including: • prevailing financing rates and the markets for similar securities; • general economic conditions and the conditions of the real estate industry; and • Sabana REIT’s financial condition, historical financial performance and future prospects. Accordingly, there is no assurance as to the development or liquidity of any trading market for the Trust Certificates.

The Trust Certificates may not be a suitable investment for all investors. Each potential investor in the Trust Certificates must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should: (i) have sufficient knowledge and experience to make a meaningful evaluation of the relevant Trust Certificates, the merits and risks of investing in the relevant Trust Certificates and the information contained in this Information Memorandum or any applicable supplement to this Information Memorandum; (ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the relevant Trust Certificates and the impact such investment will have on its overall investment portfolio; (iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the relevant Trust Certificates, including where the currency for Dissolution Distribution Amounts or Periodic Distribution Amounts is different from the Investor’s Currency (as defined below); (iv) understand thoroughly the terms of the relevant Trust Certificates and be familiar with the behaviour of any relevant indices and financial markets; and (v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic and other factors that may affect its investment and its ability to bear the applicable risks.

Modification and waivers. The Trust Deed contain provisions for calling meetings of Trust Certificates Holders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Trust Certificates Holders including Trust Certificates Holders who did not attend and vote at the relevant meeting and Trust Certificates Holders who voted in a manner contrary to the majority.

Exchange rate risks and exchange controls may affect an investor’s returns on the Trust Certificates. The Issuer and the Obligor will pay distributions on the Trust Certificates in Singapore dollars. This presents certain risks relating to currency conversions if an investor’s financial activities are denominated principally in a currency or currency unit (the “Investor’s Currency”) other than Singapore Dollars. These include the risk that exchange rates may significantly change (including changes due to devaluation of the Singapore dollars or revaluation of the Investor’s Currency) and the risk that authorities with jurisdiction over the Investor’s Currency may impose or modify exchange controls. An appreciation in the value of the Investor’s Currency relative to Singapore dollars would decrease (i) the Investor’s Currency equivalent yield on the Trust Certificates; (ii) the Investor’s Currency-equivalent value of the principal payable on the Trust Certificates; and (iii) the Investor’s Currency-equivalent market value of the Trust Certificates. Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less periodic distributions or principal than expected, or no periodic distributions or principal.

Legal investment considerations may restrict certain investments. The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent: (i) the Trust Certificates are legal investments for it;

148 (ii) the Trust Certificates can be used as collateral for various types of borrowing; and

(iii) any other restrictions apply to its purchase or pledge of the Trust Certificates.

Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of the Trust Certificates under any applicable risk-based capital or similar rules.

RISKS RELATING TO SABANA REIT’S PROPERTIES

The appraisals of the Portfolio Properties may be inherently subjective as they are based on various assumptions and the price at which Sabana REIT is able to sell a Portfolio Property in future may be different from the initial acquisition value of the Portfolio Property.

The consideration paid by Sabana REIT for the Portfolio Properties was based on the appraised values of the Portfolio Properties based on the discounted cash flow method, direct comparison method and capitalisation of income approach. The discounted cash flow method forecasts the investment return for each Portfolio Property over a 10-year period (i.e. beyond the three-, four- and five-year lease terms which have been agreed with the various vendors, some of whom may also be master lessees of the Portfolio Properties) (the “Master Lessees”), and adopts certain assumptions relating to market conditions, tenancy and cash flow profiles. The direct comparison method takes into cognisance transactions of comparable properties, prevailing market conditions and underlying economic factors. Similarly, in relation to the capitalisation of income method, certain adjustments are made to derive the net rental income, which is then capitalised at an appropriate market rate of return.

There can be no assurance that the assumptions relied on for the valuations are accurate measures of the market, and the values of the Portfolio Properties may be evaluated inaccurately. The independent valuers of the respective Portfolio Properties may have included a subjective determination of certain factors relating to the Portfolio Properties such as their relative market positions, financial and competitive strengths and physical condition.

The appraised value of any of the Portfolio Properties does not guarantee a sale price at that value at present or in the future. The price at which Sabana REIT may sell a Portfolio Property may be lower than its purchase price.

Sabana REIT may have to set aside a lump sum of capital for the payment of an upfront land premium in respect of future acquisitions.

Under JTC’s current policy (which came into effect on 1 January 2013) governing the sale and assignment of a JTC lease by a lessee to a buyer which is a third party facility provider such as a REIT, if such JTC lease provides for the lessee to pay JTC a yearly rent (the “Existing Rent Payment Scheme”), JTC requires such buyer to pay JTC, prior to the completion of the sale, an upfront land premium for the balance of the JTC lease term in place of the Existing Rent Payment Scheme. Sabana REIT may have to set aside a lump sum of capital for the payment of such upfront land premium in respect of future acquisitions, which could adversely affect Sabana REIT’s cash flows.

Sabana REIT is currently reliant on 151 Lorong Chuan for a substantial portion of its Gross Revenue.

151 Lorong Chuan forms 29.7 per cent. of Sabana REIT’s portfolio by property value and contributed approximately 29.4 per cent. of the total Gross Revenue of the Portfolio Properties for FY 2012. Any circumstance which adversely affects the operations or business of 151 Lorong Chuan or its competitiveness, such as physical damage to the building due to fire or other causes, may adversely affect the ability of the Master Lessee of 151 Lorong Chuan to pay its rent. This may adversely affect the financial condition and results of operations of Sabana REIT.

9 Tai Seng Drive and 6 Woodlands Loop have been receiving rental support and may not achieve the same revenue once the rental support expires.

The vendors for 9 Tai Seng Drive, Geo-Tele Pte. Ltd. and 6 Woodlands Loop, Winstant & Co Pte Ltd, had both earlier entered into rental support arrangements with the Manager. The rental support started from the Listing Date for a period of five years for 9 Tai Seng Drive, and legal completion date of 15 December 2011 for a period of three years for 6 Woodlands Loop. Under the terms of the arrangement, if the Net Property Income (as defined in the sale and purchase agreement in respect of

149 9 Tai Seng Drive and 6 Woodlands Loop to be net rental income less operating expenses) is less than the guaranteed Net Property Income for any relevant period, the vendors will be required to pay to the REIT Trustee a sum equal to the difference in respect of that relevant period. The rental support shall not exceed an aggregate maximum of S$6.3 million for 9 Tai Seng Drive and approximately S$1.0 million for 6 Woodlands Loop. There is no guarantee that 9 Tai Seng Drive and 6 Woodlands Loop will be able to generate the same level of revenue once their rental support arrangements expire.

Amenities, transportation infrastructure and public transport services near the Portfolio Properties may be closed, relocated, terminated, delayed or not completed. There is no assurance that amenities, transportation infrastructure and public transport services near the Portfolio Properties will not be closed, relocated, terminated, delayed or completed. If such an event were to occur, it will adversely impact the accessibility of the Portfolio Properties and the attractiveness of the Portfolio Properties to sub-tenants which may affect the ability of the Master Lessees to pay their rent pursuant to the master lease agreements.

Renovation or redevelopment works or physical damage to the Portfolio Properties may disrupt the operations of the Portfolio Properties and collection of rental income or otherwise may result in adverse impact on the financial condition of Sabana REIT. The capital expenditure required may also exceed the Manager’s current estimates and Sabana REIT may not be able to secure funding. The quality and design of the Portfolio Properties have a direct influence over the demand for space in, and the rental rates of, the Portfolio Properties. The Portfolio Properties may need to undergo renovation or redevelopment works from time to time to retain their competitiveness and may also require unforeseen ad hoc maintenance or repairs in respect of faults or problems that may develop due to structural defects or over any parts of the buildings or because of new planning laws or regulations. The costs of maintaining industrial properties and the risks of unforeseen maintenance or repair requirements tend to increase over time as the building ages. The business and operations of the Portfolio Properties may suffer some disruption and it may not be possible to collect the full rate of, or, as the case may be, any rental income on space affected by such renovation or redevelopment works. Sabana REIT may not be able to fund capital expenditure solely from cash flows from its operating activities and Sabana REIT may not be able to obtain additional equity or debt financing or be able to obtain such financing, on favourable terms or at all. In addition, physical damage to the Portfolio Properties resulting from fire or other causes may lead to a significant disruption to the business and operation of the Portfolio Properties and, together with the foregoing, may result in an adverse impact on the financial condition and results of operations of Sabana REIT and its ability to make payment of Periodic Distribution Amounts to Trust Certificates Holders.

Sabana REIT’s Portfolio Properties might be adversely affected if the Manager, the Property Manager and the Master Lessees do not provide adequate management and maintenance. Should the Manager, the Property Manager and the Master Lessees (if applicable) fail to provide adequate management and maintenance, the value of Sabana REIT’s Portfolio Properties might be adversely affected and this may result in a loss of tenants or, as the case may be, sub-tenants which in turn affects the Master Lessees’ ability to pay their rents pursuant to the master lease agreements, and which will adversely affect the payment of Periodic Distribution Amounts to Trust Certificates Holders.

Sabana REIT may suffer material losses in excess of insurance proceeds or the Master Lessees may not provide adequate management and maintenance or put in place or maintain adequate insurance in relation to the Portfolio Properties and its potential liabilities to third parties. The Portfolio Properties face the risk of suffering physical damage caused by fire or natural disaster or other causes, as well as potential public liability claims, including claims arising from the operations of the Portfolio Properties. Certain types of risks (such as war, terrorist acts and losses caused by the outbreak of contagious diseases, contamination or other environmental breaches) may be uninsurable or the cost of insurance

150 may be prohibitive when compared to the risk. In addition, there can be no assurance that the particular risks which are currently insurable will continue to be insurable on an economically feasible basis. The Portfolio Properties are insured in accordance with industry practice in Singapore. However, should an uninsured loss or a loss in excess of claimable insured limits occur, Sabana REIT could be required to pay compensation and/or lose capital invested in the affected Portfolio Property as well as anticipated future revenue from that Portfolio Property. Sabana REIT will also be liable for any debt or other financial obligation related to that Portfolio Property. No assurance can be given that material losses in excess of insurance proceeds will not occur. In addition, should Sabana REIT or the Master Lessees (if applicable) fail to put in place or maintain adequate insurance in relation to the Portfolio Properties and their potential liabilities to third parties, Sabana REIT may be exposed to various liabilities and losses to the extent that such assets and liabilities are not adequately insured. The Portfolio Properties may be affected by contamination and other environmental issues. While the independent building consultants commissioned by the Manager have conducted laboratory analysis on soil and groundwater samples for all the Portfolio Properties and, according to their reports, there are no environmental issues of concern, the Portfolio Properties may from time to time be affected by contamination or other environmental effects which may not have been previously identified and/or rectified. This raises a number of risks including: (i) the risk of prosecution by environmental authorities; (ii) the requirement for unbudgeted additional expenditure to remedy such issues; and (iii) the adverse impact on the financial position of the tenants or, as the case may be, sub-tenants arising from the above, affecting their ability to trade and to meet their tenancy obligations and (in the case of sub-tenants) this may affect the Master Lessees’ ability to pay their rents pursuant to the master lease agreements. A portion of 151 Lorong Chuan has been designated as a railway protection and safety zone, and certain activities may not be carried out in such a zone unless the prior approval of the Land Transport Authority of Singapore is obtained. 151 Lorong Chuan is affected by Gazette No. 173 dated January 2003 and a portion of the Portfolio Property amounting to 19.8 per cent. of the total land area has been designated as a railway protection and safety zone, such that Sabana REIT would be required to obtain the prior approval of the Land Transport Authority of Singapore before carrying out restricted activities within the railway protection and safety zone6. Such restricted activities include the movement or operation of any crane, piling equipment, excavator or any other mechanical equipment or vehicle, the storing or placing of any goods, materials or substances, and the erection of sheds, shelters, tents, scaffolding, maintenance towers, hoardings or other similar temporary structures. If the Manager intends to carry out any restricted activity within the railway protection and safety zone, there is no guarantee that the Land Transport Authority of Singapore would grant its permission. This may affect the ability of Sabana REIT to carry out asset enhancement or other development or rectification works on the Portfolio Property. (See “Risk Factors – Risks Relating to Sabana REIT’s Operations – The Manager’s strategy to initiate asset enhancement on some of the Portfolio Properties or future properties from time to time may not materialise”). The due diligence exercise on buildings and equipment prior to their acquisition may not have identified all material defects, breaches of laws and regulations and other deficiencies. Sabana REIT believes that reasonable due diligence investigations with respect to the Portfolio Properties have been conducted prior to their acquisitions. However, there is no assurance that the experts’ reports that Sabana REIT relies upon as part of its due diligence investigations of the Portfolio

6 The portion of the Portfolio Property designated as a railway protection and safety zone has been taken into account in the valuation of the Portfolio Property. As at 31 December 2012, this portion of the Portfolio Property comprises the ramp, parking space and garden. The portion of the Portfolio Property designated as a railway protection and safety zone currently has no impact on the rental rates of the Portfolio Property.

151 Properties will not be subject to inaccuracies and deficiencies requiring repair or maintenance (including design, construction or other latent property or equipment defects in the Portfolio Properties which may require additional capital expenditure, special repair or maintenance expenses) other than those disclosed previously. This may be because certain building defects and deficiencies are difficult or impossible to ascertain due to limitations inherent in the scope of the inspections, the technologies or techniques used and other factors. Such defects or deficiencies may require significant capital expenditures or obligations to third parties and involve significant and unpredictable patterns and levels of expenditure which may have a material adverse effect on Sabana REIT’s earnings and cash flows.

Some of the Portfolio Properties may be in breach of laws and regulations or fail to comply with certain regulatory requirements. Sabana REIT may incur financial or other obligations in relation to such breaches or non-compliance.

The representations, warranties and indemnities granted in favour of Sabana REIT by the vendors of the Portfolio Properties are subject to limitations as to their scope and as to the amount and timing of claims which can be made. There is no assurance that Sabana REIT would be entitled to be reimbursed under such representations, warranties and indemnities for any losses or liabilities suffered or incurred by it as a result of its acquisition of the Portfolio Properties.

The Master Lessees of the Portfolio Properties may not have properly notified the Manager and JTC/HDB of all its sub-tenancies.

Most of the Portfolio Properties were purchased by Sabana REIT on a sale-and-leaseback arrangement. The Master Lessees of some of the respective Portfolio Properties have sub-tenanted and may sub-tenant out parts of the Portfolio Properties to third parties. There is no guarantee that the sub-tenancies in respect of these Portfolio Properties have been approved by or notified to, as the case may be, the Manager or JTC/HDB under the relevant JTC/HDB lease by the Master Lessees. Such failure to obtain the approval for or, as the case may be, notify JTC/HDB of such sub-tenancies may give rise to, among other consequences, a right of re-entry by JTC/HDB. Should JTC/HDB exercise its right of re-entry in respect of these Portfolio Properties, Sabana REIT’s cash flows and the amount of funds available for the payment of Periodic Distribution Amounts to Trust Certificates Holders could be adversely affected.

Sabana REIT may not be able to extend the terms of the underlying leases of certain of the Portfolio Properties which contain options to renew.

The underlying JTC/HDB leases of certain of the Portfolio Properties contain a covenant by JTC/HDB to grant a further term following the expiry of the current lease term subject to the satisfaction of certain conditions, such as there being no breach of any terms and conditions of the underlying JTC/HDB leases and that certain fixed investment criteria in respect of the Portfolio Properties are fulfilled. There is no assurance that such conditions for extension will be satisfied or that any breach by Sabana REIT’s tenants while in occupation of the premises will be rectified in time or at all. If Sabana REIT for whatever reason is not able to extend the lease term of the underlying JTC/HDB leases of any of these Portfolio Properties, Sabana REIT will have to surrender such Portfolio Property to JTC/HDB upon expiry of the original lease term. The value of the Portfolio Properties, and consequentially the asset value underlying the Units, may be substantially reduced upon such surrender. Any potential income expected after the extension of the lease term will not be realised. In addition, Sabana REIT may be required to incur substantial amounts of money to reinstate the Portfolio Property to a state and condition acceptable to JTC/HDB, including the demolition of any existing building and/or reinstatements thereof on the Portfolio Property.

The Master Leases may be terminated and all the Master Leases, save for 9 Tai Seng Drive, are for terms of three years, four years, five years or ten years, which exposes the Portfolio Properties to significant rates of lease expiries in three years’, four years’, five years’ or ten years’ time from the entry into the relevant Master Leases, as the case may be.

Under the master lease agreements, the Master Leases may be terminated. In addition, there is no assurance that the Master Lessees will exercise any option to renew their leases upon the expiry of the initial term of the Master Lease. If the Master Leases are terminated or are not renewed, Sabana REIT may not be able to find a suitable purchaser or a suitable replacement master lessee, as a result of which Sabana REIT may lose a significant source of revenue. In any event, it may not be possible to replace the Master Lessees immediately upon the expiry of the Master Leases and this may lead to

152 temporary vacancy. The failure to renew the master lease agreements, or the termination of any of these master lease agreements, may have a material adverse effect on Sabana REIT’s Gross Revenue and the payment of Periodic Distribution Amounts to Trust Certificates Holders. With the exception of 9 Tai Seng Drive, all the Portfolio Properties are under Master Leases for terms of three years, four years, five years or ten years. As a result, all such Master Leases will expire over 2013 to 2022. This exposes Sabana REIT to certain risks, including the risk that vacancies following the non-renewal of leases may lead to reduced occupancy rates or renewal at reduced rental rates, which will in turn reduce Sabana REIT’s Gross Revenue. The Master Lessees for certain of the Portfolio Properties have a right of first refusal over their respective Portfolio Properties. The Master Lessees of the Freight Links Portfolio Properties and the Master Lessee of 1 Tuas Avenue 4 have rights of first refusal over their respective Portfolio Properties. If Sabana REIT intends to sell any of these Portfolio Properties in the future, it would have to first offer these Portfolio Properties to their respective Master Lessees. These rights of first refusal may discourage potential purchasers of the relevant Portfolio Properties from making bids to acquire these Portfolio Properties and affect the marketability of these Portfolio Properties should Sabana REIT intend to divest itself of these Portfolio Properties in the future. The Portfolio Properties may face increased competition from other properties. The Portfolio Properties are located in areas with existing properties and new properties may be developed which may compete with the Portfolio Properties. As the income from, and market value of, the Portfolio Properties is dependent on the ability of the Portfolio Properties to compete against other properties, Sabana REIT’s cash flows and the amount of funds available for payment of Periodic Distribution Amounts to Trust Certificates Holders could be adversely affected if competing properties are more successful in attracting and retaining tenants or similar properties in their vicinity are substantially upgraded and refurbished. The President of the Republic of Singapore may, as lessor, re-enter the Portfolio Properties upon breach of terms and conditions of the State lease. Each Portfolio Property is held under a registered State lease issued by the President of the Republic of Singapore as lessor. Each State lease contains terms and conditions commonly found in State leases in Singapore, including the President of the Republic of Singapore’s right as lessor to re-enter the Portfolio Properties and terminate the lease (without compensation) in the event the lessee fails to observe or perform the terms and conditions of the relevant State lease. JTC has announced that all new leases from JTC as well as transfers of JTC properties by owners should give JTC the right to buy the relevant property should the owner decide to sell the property in the future. In order to facilitate overall land use planning and development needs in Singapore, JTC had recently announced that all new leases from JTC as well as transfers of JTC properties by owners should give JTC the right to buy the relevant property should the owner decide to sell the property in the future (excluding sale-and-leaseback transactions and mortgagee sales). JTC has imposed such right to buy on the REIT Trustee as a condition for the transfer of 3A Joo Koon Circle, 2 Toh Tuck Link, 21 Joo Koon Crescent, 6 Woodlands Loop and 23 Serangoon North Avenue 5 to the REIT Trustee. According to the announcement, the reason behind this policy is that land in Singapore is scarce and the constant rejuvenation of land use is essential to optimise land use in Singapore. As this policy from JTC is new, there is currently no certainty or clarity as to how JTC will implement it, which may have an impact on Sabana REIT’s ability to acquire properties or dispose of its properties.

RISKS RELATING TO INVESTING IN REAL ESTATE

Sabana REIT is exposed to economic and real estate market conditions (including increased competition in the real estate market or industrial properties market). The Portfolio Properties are located in Singapore. As a result, Sabana REIT’s Gross Revenue and results of operations depend on the performance of the Singapore economy. A decline in Singapore’s economy could adversely affect Sabana REIT’s results of operations and future growth. The performance of Sabana REIT may also be adversely affected by a number of local real estate market

153 conditions, such as the competitiveness of competing industrial properties or an oversupply of industrial properties or reduced demand for industrial properties. In addition, while the Portfolio Properties are located in Singapore, Sabana REIT’s future acquisitions may be located elsewhere in Asia, which exposes Sabana REIT to economic and real estate market conditions and changes in fiscal policies in such countries particularly as it does not have any experience acquiring properties outside of Singapore. Sabana REIT may be adversely affected by the illiquidity of real estate investments. Sabana REIT’s investment strategy involves a higher level of risk as compared to a portfolio which has a more diverse range of investments. Real estate investments are relatively illiquid. Such illiquidity may affect Sabana REIT’s ability to vary its investment portfolio or liquidate part of its assets in response to changes in economic, real estate market or other conditions. Sabana REIT may be unable to sell its assets on short notice or may be forced to give a substantial reduction in the price that may otherwise be sought for such assets in order to ensure a quick sale. Sabana REIT may face difficulties in securing timely and commercially favourable financing in asset-based lending transactions secured by real estate due to the illiquid nature of real estate assets. These factors could have an adverse effect on Sabana REIT’s financial condition and results of operations, with a consequential adverse effect on Sabana REIT’s ability to deliver expected payment of Periodic Distribution Amounts to Trust Certificates Holders. Sabana REIT’s Portfolio Properties or any part of them may be acquired compulsorily. The Land Acquisition Act, Chapter 152 of Singapore gives the Singapore Government the power to acquire any land in Singapore: (i) for any public purpose; (ii) where the acquisition is of public benefit or of public utility or in the public interest; or (iii) for any residential, commercial or industrial purposes. In the event that any of Sabana REIT’s Portfolio Properties are acquired compulsorily, the compensation to be awarded would be: (i) the market value of the Portfolio Property as at the date of the publication in the Government Gazette of the notification of the likely acquisition of the land (provided that within six months from the date of publication, a declaration of intention to acquire is made by publication in the Government Gazette); or (ii) the market value of the Portfolio Property as at the date of publication in the Government Gazette of the declaration of intention to acquire. The market value of a Portfolio Property (or part thereof) which is acquired by the Singapore Government may be less than the price which Sabana REIT paid for the Portfolio Property. In this regard, the Manager had earlier announced on 18 January 2011 that 691.7 sq m of land forming part of Sabana REIT’s Portfolio Property at 1 Tuas Avenue 4, Singapore 639382 will be possessed by the Government by 25 November 2011 for the purpose of road works along Pioneer Road and Tuas Avenue 4 in connection with the Tuas West Mass Rapid Transit extension. A compensation claim was submitted by Sabana REIT at the Collector’s Inquiry. The Government has since taken possession of the land on 3 May 2012. Sabana REIT’s ability to make distributions to Unitholders may be adversely affected by increases in direct expenses and other operating expenses. Sabana REIT’s ability to make payment of Periodic Distribution Amounts to Trust Certificates Holders may be adversely affected by increases in direct expenses (save for such expenses which Sabana REIT is not responsible for pursuant to the triple net lease arrangements) without a corresponding increase in revenue. Factors which could lead to an increase in expenses include the following: • increase in property tax assessments and other statutory charges; • change in statutory laws, regulations or government policies which increase the cost of compliance with such laws, regulations or policies;

154 • change in Shari’ah principles or guidelines which increase the cost of compliance with such principles or guidelines; • change in direct or indirect taxing policy; • increase in sub-contracted service costs; • increase in labour costs; • increase in repair and maintenance costs; • increase in the rate of inflation; • defects affecting, or environmental pollution in connection with, Sabana REIT’s Portfolio Properties which need to be rectified; • increase in insurance premium; and • increase in cost of utilities. The Gross Revenue earned from, and the value of, Sabana REIT’s Portfolio Properties may be adversely affected by a number of factors. The Gross Revenue earned from, and the value of, Sabana REIT’s Portfolio Properties may be adversely affected by a number of factors, including: • the Property Manager’s ability to collect rent from the tenants or the Master Lessees on a timely basis or at all; • the amount and extent to which Sabana REIT is required to grant rental rebates to the tenants or the Master Lessees; • defects affecting Sabana REIT’s Portfolio Properties which could affect the operations of lessees, tenants and/or subtenants resulting in the inability of such lessees, tenants and/or subtenants to make timely payments of rent or at all and which in the instance of a Portfolio Property which is master leased, affect the Master Lessees’ ability to pay their rents pursuant to the master lease agreements; • the tenants or the Master Lessees requesting waiver of the penalty on late payment of rent; • the tenants or the Master Lessees seeking the protection of bankruptcy laws which could result in delays in the receipt of rent payments, inability to collect rental income, or delays in the termination of the lease, or which could hinder or delay the re-letting of the space in question or the sale of the relevant Portfolio Property; • the local and international economic climate and real estate market conditions (such as oversupply of, or reduced demand for space, changes in market rental rates and operating expenses for Sabana REIT’s Portfolio Properties); • vacancies following the expiry or termination of leases that lead to reduced occupancy rates; • new tenancies that are agreed being less favourable than those under current tenancies; • the Manager’s ability to provide adequate management and maintenance or to purchase or put in place adequate insurance; • competition for users from other industrial properties; • changes in laws and governmental regulations in relation to real estate, including those governing usage, zoning, taxes and government charges or the introduction of further restrictions due to property cooling measures. Such revisions may lead to an increase in management expenses or unforeseen capital expenditure to ensure compliance. Rights related to the Portfolio Properties may also be restricted by legislative actions, such as revisions to the laws relating to building standards or town planning laws, or the enactment of new laws related to condemnation and redevelopment; and • acts of God, wars, terrorist attacks, riots, civil commotions, widespread communicable diseases, natural disasters and other events beyond the control of the Manager.

155 The rate of increase in rentals (if any) of the Portfolio Properties may be less than the inflation rate. The rate of increase in rentals (if any) of the Portfolio Properties may be less than the inflation rate and therefore an investment in Sabana REIT may not provide an effective hedge against inflation.

The laws, regulations, guidelines and accounting standards in Singapore and any other jurisdictions in which Sabana REIT may operate may change. Sabana REIT may be affected by the introduction of new or revised legislation, regulations, accounting standards or recommended accounting practice. Accounting standards in Singapore are subject to change as accounting standards in the country are further aligned with international accounting standards. The financial statements of Sabana REIT may be affected by the introduction of such revised accounting standards or recommended accounting practice. The extent and timing of these changes in accounting standards are unknown and subject to confirmation by the relevant authorities. The Manager has not quantified the effects of these proposed changes. Sabana REIT may also be affected by the changes in relation to Shari’ah compliance, the compliance with which may adversely affect its operations and ability to make payment of Periodic Distribution Amounts, if applicable, to Trust Certificates Holders. The level of taxation in Singapore is also subject to such changes in laws and regulations and such changes, if any, may lead to an increase in tax rates or the introduction of new taxes. In particular, Sabana REIT currently enjoys tax concessions and stamp duty remissions until 31 March 2015. However, there can be no guarantee that such concessions and remissions will be extended after their expiry on 31 March 2015. There is no assurance that these changes, if any, will not: (i) have a significant impact on the presentation of Sabana REIT’s financial statements; (ii) have a significant impact on Sabana REIT’s results of operations; (iii) have an adverse effect on the ability of the Manager to carry out Sabana REIT’s investment strategy; or (iv) have an adverse effect on the operations and financial condition of Sabana REIT.

RISKS RELATING TO SABANA REIT’S OPERATIONS Uncertainties and instability in global market conditions could adversely affect the business, financial condition and results of operations of Sabana REIT. The global credit markets have experienced, and may continue to experience, volatility and liquidity disruptions, which have resulted in the consolidation, failure or near failure of a number of institutions in the banking and insurance industries. There is also growing concern that the debt crisis in Europe and the U.S. will negatively impact the health of the financial system globally and will adversely affect liquidity in the global credit and financial markets and such events could adversely affect Sabana REIT insofar as they result in: (i) a negative impact on the ability of (a) tenants to pay their rents and/or (b) (in the case of a Portfolio Property which has a master lease) sub-tenants to pay their rents to the Master Lessees in a timely manner or continuing their sub-tenancy agreements, which may in turn affect the Master Lessees’ ability to pay their rents pursuant to the master lease agreements, thus reducing Sabana REIT’s cash flows; (ii) an increase in counterparty risk; and/or (iii) an increased likelihood that one or more of Sabana REIT’s banking syndicate, banks providing bankers’ guarantees for Sabana REIT’s rental deposits or insurers may be unable to honour their commitments to Sabana REIT.

156 Sabana REIT is highly dependent on the Master Lessees for rental payments and any breach by the Master Lessees of their obligations under the master lease agreements may have an adverse effect on Sabana REIT. With the exception of 9 Tai Seng Drive, all the Portfolio Properties are under Master Leases and Sabana REIT does not directly operate these Portfolio Properties or lease these Portfolio Properties directly to the sub-tenants. As a result, Sabana REIT is highly dependent on rental payments from the Master Lessees, in particular, the subsidiaries of City Developments Limited and Freight Links which contribute approximately 33.3 per cent. and 19.1 per cent. respectively of Sabana REIT’s Gross Revenue for FY 2012. If a significant number of the sub-tenants do not renew their lease agreements and no replacement sub-tenants are found, the Master Lessees’ ability to make rental payments may be adversely affected. The initial master tenant of 1 Tuas Avenue 4, Premier G & U Districenters Pte Ltd, defaulted on its rental and filed for voluntary liquidation in March 2011. No rental was collected from the tenant since November 2011. The master lease was secured by a security deposit of 12 months’ rent, which has been used to offset rental arrears and shortfalls. The Manager has signed a 10 + 5 year lease with effect from 1 April 2012 with a replacement tenant for the entire building. There can be no assurance that the Master Lessees will have sufficient assets, income and access to financing in order to enable it to satisfy its obligations under the respective master lease agreements. Moreover, failure by the Master Lessees to maintain the Portfolio Properties in a good state of tenantable repair and condition could have an adverse impact on the physical condition of the Portfolio Properties, rendering them unattractive to existing sub-tenants and potential sub-tenants. The performance of the Master Lessees’ other businesses could also have an impact on their ability to make rental payments to Sabana REIT. Factors that affect the ability of the Master Lessees to meet their obligations include, but are not limited to: (i) their financial condition; (ii) the local economies in which they have business operations; (iii) local competitors and competition in the Singapore industrial and real estate industry; (iv) material losses in excess of insurance proceeds; and (v) their ability to conduct and continue to conduct primary businesses that are permissible according to Shari’ah principles. The amount Sabana REIT may borrow is limited, which may affect the operations of Sabana REIT. Under the Property Funds Appendix, Sabana REIT is permitted to borrow more than 35.0 per cent. (up to a maximum of 60.0 per cent.) of the value of the Deposited Property if a credit rating from Fitch, Moody’s or Standard & Poor’s is obtained and disclosed to the public, and this should be maintained and disclosed so long as its Aggregate Leverage exceeds 35.0 per cent. of the value of its Deposited Property. Sabana REIT has been assigned ‘BBB-’ long-term corporate credit rating and ‘axA-’ ASEAN scale rating with a stable outlook from Standard & Poor’s and is currently permitted to borrow up to a maximum of 60.0 per cent. of the value of its Deposited Property. However, a decline in the value of Sabana REIT’s Deposited Property may affect Sabana REIT’s corporate credit rating and its ability to incur further borrowings. Sabana REIT may, from time to time, require further debt financing to achieve its investment strategies. In the event that Sabana REIT decides to incur borrowings in the future, Sabana REIT may face adverse business consequences of this limitation on any future borrowings, and these may include: (i) an inability to fund capital expenditure requirements in relation to Sabana REIT’s existing property portfolio or in relation to Sabana REIT’s acquisitions to expand its portfolio; (ii) a decline in the value of the Deposited Property may cause the borrowing limit to be exceeded, thus affecting Sabana REIT’s ability to make further borrowings; and (iii) cash flow shortages (including with respect to the Periodic Distribution Amounts to the Trust Certificates Holders) which Sabana REIT might otherwise be able to resolve by borrowing funds.

157 There is no assurance that the current corporate credit rating given to Sabana REIT by Standard & Poor’s will be maintained or that the corporate credit rating will not be reviewed, downgraded, suspended or withdrawn in the future.

Sabana REIT is currently assigned a long-term corporate credit rating of BBB-. The rating assigned by Standard & Poor’s is based on the views of Standard & Poor’s only. Future events could have a negative impact on the rating of Sabana REIT and prospective investors should be aware that there is no assurance that the rating given will continue or that the rating would not be reviewed, downgraded, suspended or withdrawn as a result of future events or judgment on the part of Standard & Poor’s. A downgrade or withdrawal of the credit rating assigned by Standard & Poor’s may have a negative impact on the trading price of the Units and may lead to Sabana REIT being unable to obtain future financing on competitive terms.

The Portfolio Properties held by Sabana REIT may be revalued downwards.

There can be no assurance that Sabana REIT will not be required to make downward revaluation of the Portfolio Properties held by Sabana REIT in the future. Any fall in Gross Revenue or net property income earned may result in a downward revaluation of the Portfolio Properties held by Sabana REIT. A downward revaluation may also affect the Aggregate Leverage of Sabana REIT affecting the ability of Sabana REIT to refinance or secure additional borrowings and trigger ‘technical’ defaults under certain loan covenants of existing borrowings.

In addition, Sabana REIT is required to measure investment properties at fair value at each balance sheet date and any change in the fair value of the investment properties is recognised in the statement of total return. The changes in fair value may have an adverse effect on Sabana REIT’s financial results in the financial years where there is a significant decrease in the valuation of Sabana REIT’s investment properties which will result in revaluation losses that will be charged to its statement of total return. However, this should not have an impact on income available for payment of Periodic Distribution Amounts to Trust Certificates Holders.

Sabana REIT may face risks associated with debt financing and the debt facilities and the debt covenants could limit or affect Sabana REIT’s operations.

As at the Latest Practicable Date, Sabana REIT has in place a Commodity Murabaha Facility of which all facilities except the revolving murabaha facility were fully drawn down. Sabana REIT also has an outstanding S$80.0 million in aggregate principal amount of Convertible Sukuk due 2017 (the “Convertible Sukuk”), convertible into Units, issued by its wholly-owned subsidiary, Sabana Treasury. As at 31 December 2012, Sabana REIT had borrowings of S$432.8 million and an Aggregate Leverage of 37.6 per cent. Sabana REIT is subject to risks associated with debt financing, including the risk that its cash flows will be insufficient to meet the required payments of principal and financing cost under such financing, and therefore to make payment of Periodic Distribution Amounts to Trust Certificates Holders.

Distributions from Sabana REIT to Unitholders will be computed based on at least 90.0 per cent. of Sabana REIT’s Taxable Income and tax-exempt income, if any (after deduction of applicable expenses). As a result of this distribution policy, Sabana REIT may not be able to meet all of its obligations to repay any future borrowings through its cash flows from operations. Sabana REIT may be required to repay maturing debt (including the term commodity Murabaha facilities of up to S$352.8 million which will mature on 21 November 2014, 28 August 2015 and 25 August 2017 and Convertible Sukuk of up to S$80.0 million in aggregate amount due on or about 24 September 2017) with funds from additional debt or equity financing or both. There is no assurance that such financing will be available on acceptable terms or at all.

If prevailing financing costs or other factors at the time of refinancing (such as the possible reluctance of lenders to make commercial property loans) result in higher financing costs upon refinancing, the cost of refinancing activities relating to such refinanced indebtedness would increase, thereby adversely affecting Sabana REIT’s cash flows and the amount of funds available for payment of Periodic Distribution Amounts to Trust Certificates Holders.

If principal amounts due for repayment at maturity cannot be refinanced, extended or paid with proceeds of other capital transactions, such as new equity capital, Sabana REIT will not be able to repay all maturing debt.

158 If Sabana REIT defaults under such debt facilities, the lenders may be able to declare a default and initiate enforcement proceedings in respect of any of the Portfolio Properties of which have been provided as security. If the Manager wishes to dispose of any of the Portfolio Properties, it would (for so long as the Portfolio Properties are mortgaged) require approval of the lenders. The need for such approval may restrict Sabana REIT’s ability to freely dispose of the Portfolio Properties as there is no assurance that the approval would be obtained in time or at all.

Sabana REIT is required to distribute at least 90.0 per cent. of its Taxable Income and may face liquidity constraints.

Sabana REIT will distribute at least 90.0 per cent. of its Taxable Income. The Manager and the REIT Trustee are required by the Tax Ruling to distribute at least 90.0 per cent. of Sabana REIT’s Taxable Income. If Sabana REIT’s Taxable Income is greater than its cash flows from operations, it may have to borrow to meet ongoing cash flow requirements in order to distribute at least 90.0 per cent. of its Taxable Income since it may not have any reserves to draw on. Sabana REIT’s ability to borrow is, however, limited by the Property Funds Appendix. Failure to make distributions would put Sabana REIT in breach of terms of the Tax Ruling and Sabana REIT would be liable to pay income tax.

Sabana REIT and the Manager have limited operating history.

Sabana REIT was constituted on 29 October 2010 and the Manager was incorporated on 15 March 2010. Neither Sabana REIT (as a REIT) nor the Manager (as the manager of Sabana REIT) has sufficient operating histories by which their past performance may be judged. This will make it more difficult for investors to assess Sabana REIT’s future performance.

The Manager has no experience in acquiring property outside of Singapore.

The geographical scope of Sabana REIT’s investment objective extends to Asia, which is defined to mean Brunei Darussalam, Cambodia, Indonesia, Lao People’s Democratic Republic, Malaysia, Myanmar, Philippines, Singapore, Thailand, Vietnam, People’s Republic of China, Hong Kong Special Administration Region, Taiwan, Republic of Korea, Democratic People’s Republic of Korea, Japan, India and Democratic Socialist Republic of Sri Lanka. However, the Manager has no experience in acquiring property outside of Singapore. This lack of experience may impede the Manager’s ability to acquire assets outside Singapore within the geographical scope of Sabana REIT’s investment objective.

In addition, Sabana REIT’s external growth strategy and its asset selection process may not be successful and may not provide positive returns. Acquisitions may cause disruptions to Sabana REIT’s operations and divert management’s attention away from day-to-day operations.

If the Manager’s CMS Licence is cancelled or the authorisation of Sabana REIT as a collective investment scheme under Section 286 of the SFA is suspended, revoked or withdrawn, the operations of Sabana REIT will be adversely affected.

The CMS Licence issued to the Manager is subject to conditions unless otherwise cancelled. If the CMS Licence of the Manager is cancelled by the MAS, the operations of Sabana REIT will be adversely affected, as the Manager would no longer be able to act as the manager of Sabana REIT.

In the event that the authorisation of Sabana REIT is suspended, revoked or withdrawn, its operations will also be adversely affected.

The Manager may not be able to successfully implement its investment strategy for Sabana REIT.

There is no assurance that the Manager will be able to implement its investment strategy successfully or that it will be able to expand Sabana REIT’s portfolio at any specified rate or to any specified zone. The Manager may not be able to make acquisitions or investments on favourable terms or within a desired time frame.

Sabana REIT faces active competition in acquiring suitable properties. Sabana REIT’s ability to make new property acquisitions under its acquisition growth strategy may be adversely affected by such competition.

159 Even if Sabana REIT were able to successfully acquire property or investments, there is no assurance that Sabana REIT will achieve its intended return on such acquisitions or investments. Potential vendors may view the prolonged time frame and lack of certainty associated with the raising of equity capital to fund any such purchase, negatively. They may prefer other potential purchasers. There may be significant competition for attractive investment opportunities from other property investors, including other REITs, commercial property development companies and private investment funds. There is no assurance that Sabana REIT will be able to compete effectively against such entities.

Payment of management fees in cash by Sabana REIT to the Manager may have an adverse effect on the cash flows of Sabana REIT and its ability to make distributions to Unitholders. The Manager is entitled to management fees which shall be paid in the form of cash and/or Units (as the Manager may elect prior to each such payment) out of the Deposited Property and in such proportion as may be determined by the Manager. The Manager had elected to receive 80 per cent. of the base fee in the form of Units for FP 2011 and FY 2012. If Sabana REIT is required to pay a large amount of management fees in cash, Sabana REIT’s cash flows, financial condition and results of operations as well as its ability to make payment of Periodic Distribution Amounts to Trust Certificates Holders may be adversely affected.

The Manager’s strategy to initiate asset enhancement on some of the Portfolio Properties or future properties from time to time may not materialise. The Manager may from time to time initiate asset enhancement on some of the Portfolio Properties or future properties which Sabana REIT may acquire. There is no assurance that such plans for asset enhancement will materialise, or in the event that they do materialise, that they will achieve their desired results or will not incur significant costs. (See “Risk Factors – Risks relating to Sabana REIT’s Portfolio Properties - A portion of 151 Lorong Chuan has been designated as a railway protection and safety zone, and certain activities may not be carried out in such zone unless the prior approval of the Land Transport Authority of Singapore is obtained”).

Sabana REIT depends on certain key personnel and the loss of any key personnel may adversely affect its operations. Sabana REIT’s performance depends, in part, upon the continued service and performance of the executive officers of the Manager. These key personnel may leave the employment of the Manager. If any of these persons were to leave, the Manager will accordingly spend time searching for a replacement and the duties which such executive officers are responsible for may be affected. The loss of any of these individuals could have a material adverse effect on Sabana REIT’s financial condition and results of operations.

Sabana REIT may engage in hedging transactions, which can limit gains and increase exposure to losses. Sabana REIT may enter into hedging transactions to protect itself from the effects of financing cost and currency exchange fluctuations on floating rate debt and also to protect its portfolio from financing cost and prepayment fluctuations and has, in this connection, put in place a profit rate hedging arrangement. Hedging transactions may include entering into financing cost hedging instruments, purchasing or selling futures contracts, purchasing put and call options or entering into forward agreements. Hedging activities may not have the desired beneficial impact on the operations or financial condition of Sabana REIT. Hedging against the fluctuations in financing cost could fail to protect Sabana REIT or adversely affect Sabana REIT because, among other reasons: (i) available financing cost hedging may not correspond directly with the financing cost risk for which protection is sought; (ii) the party owing money in the hedging transaction may default on its obligations to pay;

160 (iii) the credit quality of the party owing money on the hedge may be downgraded to such an extent that it impairs Sabana REIT’s ability to sell or assign its side of the hedging transaction; and (iv) the value of the derivatives used for hedging may be adjusted from time to time in accordance with accounting rules to reflect changes in fair value. Downward adjustments would reduce the NAV of Sabana REIT. Hedging involves risks and transaction costs, which may reduce overall returns. These costs increase as the period covered by the hedging increases and during periods of rising and volatile financing costs. These costs will also limit the amount of cash available for payment of Periodic Distribution Amounts to Trust Certificates Holders.

The Manager may change Sabana REIT’s investment objectives after three years without having to obtain Unitholders’ approval. Sabana REIT’s investment objectives will be determined by the Manager. As required under the Listing Manual, the investment objectives may not be changed for a period of three years commencing from the Listing Date unless otherwise approved by an Extraordinary Resolution passed by Unitholders. However, there is no guarantee that the Manager will not change Sabana REIT’s investment objectives after the end of the three-year period from the Listing Date, and there is no requirement for the Manager to obtain Unitholders’ approval in such a situation. The Sabana Trust Deed grants the Manager wide powers of investing in other types of assets, including any real estate, real estate-related assets, as well as listed and unlisted securities in Singapore and other jurisdictions. There are risks and uncertainties with respect to the selection of investments and with respect to the investments themselves, the methods of implementing Sabana REIT’s investment objectives used. There is no assurance that any such change will not adversely affect Trust Certificates Holders’ investment in Sabana REIT.

The outbreak of an infectious disease or any other serious public health concerns in Asia and elsewhere could adversely impact the business, financial condition and results of operations of Sabana REIT. In 2003, Hong Kong, Taiwan, China, Singapore, Malaysia and other places experienced an outbreak of Severe Acute Respiratory Syndrome, which adversely affected the Asian economies, including Singapore’s economy. The property sector was one of the sectors that experienced poor performance during the Severe Acute Respiratory Syndrome outbreak. In late 2003 and June 2004, outbreaks of avian influenza occurred in a number of countries in Asia. In 2005 and 2006, outbreaks were reported in other parts of the world including Europe, the Middle East and Africa. Some of these outbreaks severely affected the poultry and related industries and, in addition, several cases of bird-to-human transmission of avian influenza were reported in various countries. In June 2007, the World Health Organisation reported new cases of human infection of avian influenza (H5N1) in China and Indonesia. In 2009, outbreaks of Influenza A (H1N1) occurred in a number of countries across the world including Singapore. There can be no assurance that any precautionary measures taken against infectious diseases would be effective. The outbreak of an infectious disease such as Influenza A (H1N1), avian influenza or Severe Acute Respiratory Syndrome in Asia and elsewhere, together with any resulting restrictions on travel and/or imposition of quarantines, could have a negative impact on the economy and business activities in Asia. These factors could materially and adversely affect the business, financial condition, revenues and the results of operations of Sabana REIT.

Occurrence of any acts of God, war and terrorist attacks may adversely and materially affect the business and operations of the Portfolio Properties. Acts of God, such as natural disasters, are beyond the control of Sabana REIT or the Manager. These may materially and adversely affect the economy, infrastructure and livelihood of the local population. Sabana REIT’s business and income available for payment of Periodic Distribution Amounts and may

161 be adversely affected should such acts of God occur. There is no assurance that any war, terrorist attack or other hostilities in any part of the world, potential, threatened or otherwise, will not, directly or indirectly, have an adverse effect on the operations of the Portfolio Properties and hence Sabana REIT’s income available for Trust Certificates Holders.

There may be potential conflicts of interest among Sabana REIT, the Manager and the Sponsor. The Manager is 100.0 per cent. owned by SIP. SIP is a company incorporated in Singapore, which is 51.0 per cent. owned by the Sponsor, 45.0 per cent. owned by Blackwood and 4.0 per cent. owned by AACP as at the date of this Information Memorandum. The Sponsor and their subsidiaries and/or associates are engaged in, and/or may engage in, among others, investment in, and the development, management and operation of industrial properties which may compete with the Portfolio Properties and cause downward pressure on rental rates. For example, the Sponsor may in the future, decide not to operate its portfolio but instead lease it out to third parties, at which point they would be competing with Sabana REIT for tenants. Additionally, the Sponsor may, in the future, sponsor, manage or invest in other REITs or other vehicles which may also compete directly with Sabana REIT.

Sabana REIT faces certain risks in connection with the acquisition of properties from the Sponsor, its subsidiaries and/or its related corporations. Sabana REIT may acquire properties from the Sponsor or parties related to the Sponsor. There is no assurance that: (i) the negotiations with respect to the acquisition of such properties; (ii) the terms of acquisition of such properties; (iii) the acquisition values of such properties; and/or (iv) the other terms and conditions relating to the purchase of such properties (in particular, the representations, warranties and/or indemnities), will not be adverse to Sabana REIT.

Sabana REIT may not be able to control or exercise any influence over entities in which it has minority interests. Sabana REIT may, in the course of acquisitions, acquire minority interests in real estate-related investment entities. There is no assurance that Sabana REIT will be able to control such entities or exercise any influence over the assets of such entities or their distributions to Sabana REIT. Such entities may develop objectives which are different from those of Sabana REIT and may not be able to make any distribution. The management of such entities may make decisions which could adversely affect the operations of Sabana REIT and its ability to make payment of Periodic Distribution Amounts to Trust Certificates Holders.

Sabana REIT may be involved in legal and other proceedings from time to time. Sabana REIT may be involved in disputes from time to time with various parties such as contractors, sub-contractors, consultants, suppliers, construction companies, purchasers and other partners involved in the asset enhancement, operation and purchase of its properties. These disputes may lead to legal and other proceedings, and may cause Sabana REIT to suffer additional costs and delays. In addition, Sabana REIT may have disagreements with regulatory bodies in the course of its operations, which may subject it to administrative proceedings and unfavourable orders, directives or decrees that result in financial losses and delay the construction or completion of its projects.

162 RISKS RELATING TO SHARI’AH COMPLIANCE Any potential or future cleansing of income from non-Shari’ah compliant sources and non-core activities may lead to losses in cash and income relative to conventional REITs.

The Shari’ah Guidelines7 require the income of Sabana REIT that is generated from non-Shari’ah compliant sources and non-core activities to be subjected to a cleansing process, which involves Sabana REIT allocating all net income generated from non-Shari’ah compliant sources and non-core activities to be donated to charitable organisations or purposes before payment of Periodic Distribution Amounts is made to Trust Certificates Holders. The amount to be subjected to the cleansing process is calculated based on income derived from non-Shari’ah compliant sources or non-core activities net of all expenses derived from and/or allocated to the non-Shari’ah compliant source or non-core activity. The cleansing process will apply irrespective of whether the amount of income generated from non- Shari’ah compliant sources exceeds the amount permissible under the Shari’ah Guidelines for Sabana REIT to maintain its Shari’ah compliant status. When determining the income to be subjected to the cleansing process, the Manager may need to make certain assumptions. For example, if there is any doubt by the Manager or the Independent Shari’ah Committee as to whether certain income received by Sabana REIT is derived from non-Shari’ah compliant sources, the Manager shall subject such income to the cleansing process. Also, in the case of income derived from both Shari’ah compliant sources and non-Shari’ah compliant sources, if the Manager is unable to determine the proportion of such income which is attributable to the Shari’ah compliant source and the non-Shari’ah compliant source, the Manager may be required to assume that the entire amount of income should be subjected to the cleansing process. In light of the requirement to subject Sabana REIT’s income which is derived from non-Shari’ah compliant sources and income from non-core activities to the cleansing process, there may be less income available for payment of Periodic Distribution Amounts to Trust Certificates Holders. Also, the cleansing process imposes additional compliance and administrative costs which shall be borne by Sabana REIT. Furthermore, the loss of income associated with such cleansing process may be disproportionately large if the Manager is unable to determine the proportion of income which is attributable to the non-Shari’ah compliant source. The non-Shari’ah compliant income8 comprise no more than 0.2 per cent. of Gross Revenue for FY 2012. Therefore, at least 99.8 per cent. of the Gross Revenue of the property portfolio is Shari’ah compliant. As a result, Sabana REIT’s cash flows and the amount of funds available for payment of Periodic Distribution Amounts to Trust Certificates Holders could be adversely affected.

Sabana REIT may not be able to maintain its Shari’ah compliant status. A critical component for any Shari’ah compliant or Islamic finance product is the Shari’ah certification by a panel of Shari’ah scholars. The Independent Shari’ah Committee will convene periodically (at least annually) to deliberate the compliance of Sabana REIT and decide whether to issue the Shari’ah Certification9 confirming Sabana REIT’s Shari’ah compliant status. In the event that Sabana REIT breaches any of the Shari’ah Guidelines, for example, where the total rental derived from tenants and/or sub-tenants that are engaged in Non-permissible Activities exceeds 5.0 per cent. per annum of the Gross Revenue of Sabana REIT’s portfolio of properties, the Independent Shari’ah Committee may, at its discretion, based on consensus and discussion with the Manager, grant an agreed time frame for Sabana REIT to rectify such breach. If Sabana REIT is unable to rectify such breach within the given time frame, the Manager would have to seek a further extension from the Independent Shari’ah Committee, citing reasons for the inability to rectify, or for the delay in rectifying, the breach. There is no guarantee that the Independent Shari’ah Committee will grant such further extension or that the Manager will be able to rectify the breach within the extended time frame, meaning that the Independent Shari’ah Committee may not issue the Shari’ah Certification.

7 “Shari’ah Guidelines” means the guidelines issued by the Independent Shari’ah Committee to be observed by the Manager to ensure that Sabana REIT is and will continue to be Shari’ah compliant. 8 Based on donations made to charities which serve as a proxy of non-Shari’ah compliant income. 9 “Shari’ah Certification” means the endorsement statement of the Independent Shari’ah Committee certifying that Sabana REIT is Shari’ah compliant.

163 The Independent Shari’ah Committee may also refuse to issue the Shari’ah Certification in the following circumstances: (i) where the Manager deliberately deviates from Shari’ah Guidelines and carries out activities that contravene the Shari’ah Guidelines; (ii) where the Manager continuously breaches the Shari’ah Guidelines and refuses to rectify the position to an acceptable level; and (iii) where there is a material misrepresentation or wilful omission of any material information that is otherwise required by the Independent Shari’ah Committee for the purposes of issuing the Shari’ah Certification. The above list is non-exhaustive of the circumstances in which the Independent Shari’ah Committee may refuse to issue the Shari’ah Certification. In the event that issuance of the Shari’ah Certification is refused for Sabana REIT, there may be adverse effects on the demand by Shari’ah investors for, and the market price of, the Trust Certificates.

Sabana REIT may be constrained in its operations and investments by Shari’ah principles compared to conventional REITs. In addition to the laws and regulations and/or the rules of the SGX-ST and/or any other relevant regulatory or supervisory body or agency applicable to a conventional REIT, the Manager has to manage Sabana REIT in a manner compliant with Shari’ah principles and the Shari’ah Guidelines. The Shari’ah Guidelines impose certain restrictions on Sabana REIT, including, amongst others, restrictions on the types of properties in which Sabana REIT can invest, the types of tenants to which the properties can be leased to, the insurance which Sabana REIT can purchase and the use of deposit and financing facilities and risk management solutions that are not Shari’ah compliant. As a result, Sabana REIT may be constrained in its operations by any unavailability of Shari’ah compliant properties, tenants, insurance, deposit and financing facilities and risk management solutions. Moreover, there is no guarantee that such Shari’ah compliant options will always be available at the same quantum or the same pricing to Sabana REIT as conventional options. This may affect Sabana REIT’s business, competitiveness and results of operations.

There are differing views among Shari’ah scholars in relation to the application of Shari’ah principles. Sabana REIT intends to make its investments and conduct its affairs (including but not limited to financing, working capital financing (if any) and Takaful matters) in a manner compliant with Shari’ah principles. However, unlike in the conventional financial markets where there are globally accepted standards such as Generally Accepted Accounting Principles (“GAAP”), there are no such globally accepted standards in the Islamic financial markets. As such, and given the differences that exist among Shari’ah scholars and advisers from different jurisdictions and different schools of Islamic jurisprudence as to the nature and standards of Shari’ah compliance and the instances where one form of Islamic finance practices are not recognised or practiced in other jurisdictions, there can be no assurance that existing certified Shari’ah compliant products such as Shari’ah compliant REITs will not face issues that question their Shari’ah compliant status or that the investments and other Shari’ah structures in relation to the business of Sabana REIT will be determined to be Shari’ah compliant by other Shari’ah scholars or advisers, or will be recognised in other jurisdictions. In the event that Sabana REIT is not determined to be Shari’ah compliant by other Shari’ah scholars or advisers, or is not recognised as Shari’ah compliant in other jurisdictions, this may adversely affect the demand by Shari’ah investors for the Trust Certificates, thereby adversely affecting the marketability of the Trust Certificates to investors.

164 USE OF PROCEEDS

The Issuer (acting on behalf of the Trust Certificates Holders of each Series) will appoint the Obligor as the Wakeel to invest the proceeds of each Series of Trust Certificates in a Series Wakalah Venture in accordance with the terms of the Wakalah Agreement relevant to such Series. The Obligor will apply the proceeds of each Series of Trust Certificates, inter alia, towards (i) financing, or as the case may be, refinancing the acquisitions of further properties, projects and/or investments and any development and asset enhancement works on the properties of Sabana REIT and its subsidiaries initiated by Sabana REIT, (ii) refinancing the existing borrowings of Sabana REIT and its subsidiaries, (iii) financing capital expenditure, working capital and general corporate purposes of Sabana REIT and its subsidiaries, and/or (iv) such other purpose as may be specified in the relevant Pricing Supplement.

165 CLEARING AND SETTLEMENT

Clearance and Settlement under the Depository System In respect of Trust Certificates which are accepted for clearance by the Depository in Singapore, clearance will be effected through an electronic book-entry clearance and settlement system for the trading of debt securities (“Depository System”) maintained by the Depository. Trust Certificates that are to be listed on the SGX-ST may be cleared through the Depository. The Depository, a wholly-owned subsidiary of Singapore Exchange Limited, is incorporated under the laws of Singapore and acts as a depository and clearing organisation. The Depository holds securities for its accountholders and facilitates the clearance and settlement of securities transactions between accountholders through electronic book-entry changes in the securities accounts maintained by such accountholders with the Depository. In respect of Trust Certificates which are accepted for clearance by the Depository, the entire issue of the Trust Certificates is to be held by the Depository in the form of a Global Certificate for persons holding the Trust Certificates in securities accounts with the Depository (“Depositors”). Delivery and transfer of Trust Certificates between Depositors is by electronic book-entries in the records of the Depository only, as reflected in the securities accounts of Depositors. Although the Depository encourages settlement on the third business day following the trade date of debt securities, market participants may mutually agree on a different settlement period if necessary. Settlement of over-the-counter trades in the Trust Certificates through the Depository System may only be effected through certain corporate depositors (“Depository Agents”) approved by the Depository under the Companies Act to maintain securities sub-accounts and to hold the Trust Certificates in such securities sub-accounts for themselves and their clients. Accordingly, Trust Certificates for which trade settlement is to be effected through the Depository System must be held in securities sub-accounts with Depository Agents. Depositors holding the Trust Certificates in direct securities accounts with the Depository, and who wish to trade Trust Certificates through the Depository System, must transfer the Trust Certificates to be traded from such direct securities accounts to a securities sub-account with a Depository Agent for trade settlement. The Depository is not involved in money settlement between Depository Agents (or any other persons) as the Depository is not a counterparty in the settlement of trades of Trust Certificates. However, the Depository will make payment of Periodic Distribution Amounts and repayment of Dissolution Distribution Amounts on behalf of the Issuer. Although the Depository has established procedures to facilitate transfer of interests in the Trust Certificates in global form among Depositors, it is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of the Issuer, the Obligor, the Issuing and Paying Agent or any other agent will have the responsibility for the performance by the Depository of its obligations under the rules and procedures governing its operations. Clearance and Settlement under Euroclear and Clearstream Euroclear and Clearstream, Luxembourg each holds securities for participating organisations and facilitates the clearance and settlement of securities transactions between their respective participants through electronic book-entry changes in the accounts of such participants, thereby eliminating the need for physical movements of trust certificates and any risks from lack of simultaneous transfer. Euroclear and Clearstream, Luxembourg provide to their respective participants, among other things, services for safekeeping, administration, clearance and settlement of internationally-traded securities and securities lending and borrowing. Euroclear and Clearstream, Luxembourg each also deals with domestic securities markets in several countries through established depository and custodial relationships. The respective systems of Euroclear and Clearstream, Luxembourg have established an electronic bridge between their two systems which enables their respective participants to settle trades with one another. Euroclear and Clearstream, Luxembourg participants are financial institutions throughout the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organisations. Indirect access to Euroclear or Clearstream, Luxembourg is also available to other financial institutions, such as banks, brokers, dealers and trust companies which clear through or maintain a custodial relationship with a Euroclear or Clearstream, Luxembourg participant, either directly or indirectly.

166 A participant’s overall contractual relations with either Euroclear or Clearstream, Luxembourg are governed by the respective rules and operating procedures of Euroclear or Clearstream, Luxembourg and any applicable laws. Both Euroclear and Clearstream, Luxembourg act under those rules and operating procedures only on behalf of their respective participants, and have no record of, or relationship with, persons holding any interests through their respective participants. Distributions of dissolution distribution amounts with respect to book-entry interests in the Trust Certificates held through Euroclear or Clearstream, Luxembourg will be credited, to the extent received by the relevant Paying Agent, to the cash accounts of the relevant Euroclear or Clearstream, Luxembourg participants in accordance with the relevant system’s rules and procedures.

167 SINGAPORE TAXATION

The statements below regarding Singapore taxation are general in nature and are based on certain aspects of the tax laws of Singapore and administrative guidelines issued by the relevant authorities in force as of the date of this Information Memorandum and are subject to any changes in such laws or administrative guidelines, or the interpretation of those laws or guidelines, occurring after such date, which changes could be made on a retroactive basis. These laws and guidelines are also subject to various interpretations and the relevant tax authorities or the courts could later disagree with the explanations or conclusions set out below. Neither these statements nor any other statements in this Information Memorandum are intended or are to be regarded as advice on the tax position of any Trust Certificates Holder or of any person acquiring, selling, or otherwise dealing with the Trust Certificates or on any tax implications arising from the acquisition, sale or other dealings in respect of the Trust Certificates. The statements made herein do not purport to be a comprehensive or exhaustive description of all the tax considerations that may be relevant to a decision to purchase, own or dispose of the Trust Certificates and do not purport to deal with the tax consequences applicable to all categories of Trust Certificates Holders, some of which (such as dealers in securities or financial institutions in Singapore which have been granted the relevant Financial Sector Incentive(s)) may be subject to special rules or tax rates. Prospective Trust Certificates Holders are advised to consult their own tax advisors as to the Singapore or other tax consequences of the acquisition, ownership of or disposal of the Trust Certificates, including, in particular, the effect of any foreign, state or local tax laws to which they are subject. It is emphasised that none of the Issuer, the Arranger and any other persons involved in the Programme accepts responsibility for any tax effects or liabilities resulting from the subscription for, purchase, holding or disposal of the Trust Certificates.

1. Periodic Distribution Amounts under the Trust Certificates Subject to the following paragraphs, under Section 12(6) of the Income Tax Act, Chapter 134 of Singapore (the “ITA”), the following payments are deemed to be derived from Singapore: (a) any interest, commission, fee or any other payment in connection with any loan or indebtedness or with any arrangement, management, guarantee, or service relating to any loan or indebtedness which is (i) borne, directly or indirectly, by a person resident in Singapore or a permanent establishment in Singapore (except in respect of any business carried on outside Singapore through a permanent establishment outside Singapore or any immovable property situated outside Singapore) or (ii) deductible against any income accruing in or derived from Singapore; or (b) any income derived from loans where the funds provided by such loans are brought into or used in Singapore. Such payments, where made to a person not known to the paying party to be a resident in Singapore for tax purposes, are generally subject to withholding tax in Singapore. The rate at which tax is to be withheld for such payments (other than those subject to the 15 per cent. final withholding tax described below) to non-resident persons (other than non-resident individuals) is 17 per cent. from the year of assessment 2010. The applicable rate for non-resident individuals is 20 per cent. However, if the payment is derived by a person not resident in Singapore otherwise than from any trade, business, profession or vocation carried on or exercised by such person in Singapore and is not effectively connected with any permanent establishment in Singapore of that person, the payment is subject to a final withholding tax of 15 per cent. The rate of 15 per cent. may be reduced by applicable tax treaties. Certain Singapore-sourced investment income derived by individuals from financial instruments (including any amount payable from Islamic debt securities on or after 1 January 2005) is exempt from tax, provided such income is not derived by individuals through a partnership in Singapore and is not considered as gains or profits from the carrying on of any trade, business or profession. Section 43N(4) of the ITA defines the term “Islamic debt securities” to mean debt securities and trust certificates (where such trust certificates are certificates evidencing beneficial ownership in the underlying assets): (a) which are endorsed by any Shari’ah council or body, or by any committee formed for the purpose of providing guidance on compliance with Shari’ah law; and (b) the amounts payable from such securities and trust certificates are periodic and supported by a regular stream of receipts from underlying assets.

168 With respect to any tranche of Trust Certificates issued under the Programme, confirmation may be sought from the Ministry of Finance (the “MOF”) that such tranche of the Trust Certificates would be treated as “Islamic debt securities” under Section 43N(4) of the ITA. The tax disclosure herein has been drafted on the basis that the MOF provides such confirmation with respect to each tranche of the Trust Certificates issued under the Programme.

As the Programme as a whole is arranged by CIMB Bank Berhad, acting through its Singapore Branch, which is a Financial Sector Incentive (Bond Market) Company (as defined in the ITA), any tranche of the Trust Certificates issued as Islamic debt securities under the Programme during the period from the date of this Information Memorandum to 31 December 2013 (“Relevant Trust Certificates”) would be “qualifying debt securities” for the purposes of the ITA, to which the following treatment shall apply:

(a) subject to certain prescribed conditions having been fulfilled (including the furnishing by the Issuer, or such other person as the Comptroller of Income Tax in Singapore (“Comptroller”) may direct, of a return on debt securities in respect of the Relevant Trust Certificates within such period as the Comptroller may specify and such other particulars in connection with such Relevant Trust Certificates as the Comptroller may require to the Comptroller and the MAS and the inclusion by the Issuer in all offering documents relating to the Relevant Trust Certificates of a statement to the effect that where any amount from the Relevant Trust Certificates is payable to any person who is not resident in Singapore and who carries on any operation in Singapore through a permanent establishment in Singapore, the tax exemption for qualifying debt securities shall not apply if the non-resident person acquires the Relevant Trust Certificates using funds from that person’s operations through the Singapore permanent establishment), the Periodic Distribution Amounts payable by the Issuer in respect of the Relevant Trust Certificates which are derived by a holder who is not resident in Singapore and who (aa) does not have any permanent establishment in Singapore or (bb) carries on any operation in Singapore through a permanent establishment in Singapore but the funds used by that person to acquire such Relevant Trust Certificates are not obtained from such person’s operation through a permanent establishment in Singapore, are exempt from Singapore tax;

(b) subject to certain conditions having been fulfilled (including the furnishing by the Issuer, or such other person as the Comptroller may direct, of a return on debt securities in respect of the Relevant Trust Certificates within such period as the Comptroller may specify and such other particulars in connection with such Relevant Trust Certificates as the Comptroller may require to the Comptroller and the MAS), the Periodic Distribution Amounts payable by the Issuer in respect of the Relevant Trust Certificates and derived by any company or body of persons (as defined in the ITA) in Singapore is subject to income tax at a concessionary rate of 10 per cent. (except for holders of the relevant Financial Sector Incentive(s) who may be taxed at different rates); and

(c) subject to:

(i) the Issuer including in all offering documents relating to the Relevant Trust Certificates a statement to the effect that any person to whom an amount from such Relevant Trust Certificates is payable shall, where such amount is not exempt from tax, include such amount in a return of income made under the ITA; and

(ii) the Issuer, or such other person as the Comptroller may direct, furnishing to the Comptroller and the MAS a return on debt securities in respect of the Relevant Trust Certificates within such period as the Comptroller may specify and such other particulars in connection with such Relevant Trust Certificates as the Comptroller may require,

the Periodic Distribution Amounts payable by the Issuer in respect of the Relevant Trust Certificates are not subject to withholding of tax by the Issuer.

However, notwithstanding the foregoing:

(a) if during the primary launch of any tranche of the Relevant Trust Certificates, the Relevant Trust Certificates of such tranche are issued to fewer than four persons and 50 per cent. or more of the principal amount of such Relevant Trust Certificates is beneficially held or funded, directly or indirectly, by related parties of the Issuer, such Relevant Trust Certificates would not qualify as “qualifying debt securities”; and

169 (b) even though a particular tranche of the Relevant Trust Certificates are “qualifying debt securities”, if, at any time during the tenure of such Relevant Trust Certificates, 50 per cent. or more of the principal amount of such Relevant Trust Certificates is held beneficially or funded, directly or indirectly, by any related party(ies) of the Issuer, the Periodic Distribution Amounts derived from such Relevant Trust Certificates held by: (i) any related party of the Issuer; or (ii) any other person where the funds used by such person to acquire such Relevant Trust Certificates are obtained, directly or indirectly, from any related party of the Issuer, shall not be eligible for the tax exemption or concessionary rate of tax described above.

The term “related party”, in relation to a person, means any other person who, directly or indirectly, controls that person, or is controlled, directly or indirectly, by that person, or where he and that other person, directly or indirectly, are under the control of a common person. Notwithstanding that the Issuer is permitted to make payments of the Periodic Distribution Amounts in respect of the Relevant Trust Certificates without deduction or withholding for tax under Section 45 or Section 45A of the ITA, any person to whom the Periodic Distribution Amounts or any other amounts from the Relevant Trust Certificates is payable shall, where such amounts are not exempt from tax, include such income in a return of income made under the ITA. Pursuant to the Singapore Budget 2013, it was announced that the Qualifying Debt Securities scheme is to be extended to debt securities issued during the period of 1 January 2014 to 31 December 2018, subject to certain amendments to be announced by the MAS.

2. Capital Gains Any gains considered to be in the nature of capital made from the sale of the Trust Certificates will not be subject to tax in Singapore. However, any gains derived by any person from the sale of the Trust Certificates which are gains from any trade, business, profession or vocation carried on by that person, if accruing in or derived from Singapore, may be taxable as such gains are considered revenue in nature. Trust Certificates Holders who apply or who are required to apply Singapore Financial Reporting Standard 39 - Financial Instruments: Recognition and Measurement (“FRS 39”) may for Singapore income tax purposes be required to recognise gains or losses (not being gains or losses in the nature of capital) on the Trust Certificates, irrespective of disposal, in accordance with FRS 39. Please see the section below on “Adoption of FRS 39 Treatment for Singapore Income Tax Purposes”.

3. Adoption of FRS 39 Treatment for Singapore Income Tax Purposes The Inland Revenue Authority of Singapore has issued a circular entitled “Income Tax Implications Arising from the Adoption of FRS 39 - Financial Instruments: Recognition and Measurement” (“FRS 39 Circular”). The ITA has since been amended to give effect to the FRS 39 Circular. The FRS 39 Circular generally applies, subject to certain “opt-out” provisions, to taxpayers who are required to comply with FRS 39 for financial reporting purposes. Trust Certificates Holders who may be subject to the tax treatment under the FRS 39 Circular should consult their own accounting and tax advisers regarding the Singapore income tax consequences of their acquisition, holding or disposal of the Trust Certificates.

4. Estate Duty Singapore estate duty has been abolished with respect to all deaths occurring on or after 15 February 2008.

170 SUBSCRIPTION, PURCHASE AND DISTRIBUTION

The Programme Agreement provides for Trust Certificates to be offered from time to time through one or more Dealers. The price at which a Series will be issued will be determined prior to its issue between the Issuer and the relevant Dealer(s). The obligations of the Dealers under the Programme Agreement will be subject to certain conditions set out in the Programme Agreement. Each Dealer (acting as principal) will subscribe or procure subscribers for Trust Certificates from the Issuer pursuant to the Programme Agreement.

United States

The Trust Certificates have not been and will not be registered under the U.S. Securities Act and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Each Dealer has represented and warranted that it has not offered or sold, and undertakes that it will not offer or sell, any Trust Certificates consisting part of its allotment within the United States except in accordance with Rule 903 of Registration S of the Securities Act. Accordingly, neither it, nor any of its affiliates nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts with respect to the Trust Certificates. Terms used in this paragraph have the meaning given to them by Regulation S.

Hong Kong

Each Dealer has represented, warranted and agreed, and each further Dealer appointed under the Programme will be required to represent, warrant and agree, that:

(i) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Trust Certificates other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and

(ii) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Trust Certificates, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Trust Certificates which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Singapore

Each Dealer has acknowledged, and each further Dealer appointed under the Programme will be required to acknowledge, that this Information Memorandum has not been registered as a prospectus with the MAS. Accordingly, each Dealer has represented, warranted and agreed, and each further Dealer appointed under the Programme will be required to represent, warrant and agree, that it has not offered or sold any Trust Certificates or caused the Trust Certificates to be made the subject of an invitation for subscription or purchase and will not offer or sell any Trust Certificates or cause the Trust Certificates to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this Information Memorandum or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Trust Certificates, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the SFA, (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Note:

This Information Memorandum has not been registered as a prospectus with the MAS. Accordingly, this Information Memorandum and any document or material in connection with the offer or sale, or

171 invitation for subscription or purchase, of Trust Certificates may not be circulated or distributed, nor may Trust Certificates be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the SFA, (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where Trust Certificates are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Trust Certificates pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA; (2) where no consideration is or will be given for the transfer; (3) where the transfer is by operation of law; (4) as specified in Section 276(7) of the SFA; or (5) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

General Each Dealer understands that no action has been taken in any jurisdiction that would permit a public offering of any of the Trust Certificates, or possession or distribution of this Information Memorandum or any other document or any Pricing Supplement, in any country or jurisdiction (other than Singapore) where action for that purpose is required. Each Dealer has agreed that it will comply with all applicable securities laws, regulations and directives in each jurisdiction in which it subscribes for, purchases, offers, sells or delivers Trust Certificates or any interest therein or rights in respect thereof or has in its possession or distributes, any other document or any Pricing Supplement. Any person who may be in doubt as to the restrictions set out in the SFA or the laws, regulations and directives in each jurisdiction in which it subscribes for, purchases, offers, sells or delivers the Trust Certificates or any interest therein or rights in respect thereof and the consequences arising from a contravention thereof should consult his own professional advisers and should make his own inquiries as to the laws, regulations and directives in force or applicable in any particular jurisdiction at any relevant time.

172 FORM OF PRICING SUPPLEMENT IN RELATION TO THE TRUST CERTIFICATES Pricing Supplement dated [•] Sabana Sukuk Pte. Ltd. Issue of [Nominal Value of Series] [Title of Trust Certificates] under the S$500,000,000 Multicurrency Islamic Trust Certificates Issuance Programme arranged by CIMB Bank Berhad

Where any amount is derived from any Trust Certificates by any person who is not resident in Singapore and who carries on any operations in Singapore through a permanent establishment in Singapore, the tax exemption available for qualifying debt securities (subject to certain conditions) under the Income Tax Act, Chapter 134 of Singapore (the “Income Tax Act”) may not apply if such person acquires such Trust Certificates using the funds and profits of such person’s operations through a permanent establishment in Singapore. Any person whose amount derived from the Trust Certificates is not exempt from tax (including for the reasons described above) shall include such amount in a return of income made under the Income Tax Act.

This document constitutes the Pricing Supplement relating to the issue of Trust Certificates described herein.

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Information Memorandum dated 16 April 2013 [and the supplemental Information Memorandum dated [•]]. This Pricing Supplement constitutes the pricing supplement of the Trust Certificates and must be read in conjunction with such Information Memorandum [as so supplemented].

[Include whichever of the following apply or specify as “Not Applicable” (N/A). Note that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or sub- paragraphs. Italics denote directions for completing the Pricing Supplement.]

1 (i) Issuer: Sabana Sukuk Pte. Ltd. (ii) Obligor: HSBC Institutional Trust Services (Singapore) Limited (in its capacity as trustee of Sabana Shari’ah Compliant Industrial Real Estate Investment Trust) 2 Series Number: [•] 3 Specified Currency: [•] 4 Nominal Value of Series: [•] 5 Issue Price: [•] per cent. of the Nominal Value 6 Specified Denominations: [•] 7 (i) Closing Date: [•] (ii) Return Accumulation [Closing Date][specify other] Commencement Date: 8 Scheduled Dissolution Date: [specify date or (for Floating Periodic Distribution Trust Certificates)] Periodic Distribution Date falling in or nearest to [the relevant month and year] [Note: The Scheduled Dissolution Date shall fall on or after the first anniversary of the Closing Date.] 9 Expected Periodic Distribution Basis: [Not Applicable] / [•] per cent. Fixed Periodic Distribution] [[specify reference rate] +/- [•] per cent. Floating Periodic Distribution] [Variable Periodic Distribution] [Zero Periodic Distribution] (further particulars specified below)

173 10 Dissolution Basis: Dissolution at par [ / at premium] Premium: [•] per cent. 11 Change of Expected Periodic Distribution [Specify details of any provision for Basis: convertibility of Trust Certificates into another Periodic Distribution basis] [Not Applicable] 12 Status: The Trust Certificates constitute an undivided beneficial ownership interest in the relevant Trust Assets and shall rank pari passu without any preference or priority with all other Trust Certificates of the same Series from time to time outstanding 13 Method of distribution: [Syndicated/Non-syndicated]

PROVISIONS RELATING TO DISTRIBUTIONS (IF ANY) PAYABLE 14 Fixed Periodic Distribution Provisions: [Applicable/Not Applicable] (If not applicable, delete the remaining sub- paragraphs of this paragraph) (i) Expected Periodic Distribution Rate: [•] per cent. per annum [payable [annually/ semi-annually/quarterly/monthly] in arrear] (ii) Periodic Distribution Date(s): [•] in each year up to and including the Scheduled Dissolution Date [specify other] (iii) Fixed Amount[(s)]: [•] per Trust Certificate (iv) Broken Amount(s): [•] per Trust Certificate (Insert particulars of any initial or final broken Periodic Distribution Amounts which do not correspond with the Fixed Amount(s) specified under paragraph 14(iii)) (v) Day Count Fraction [30/360 / Actual/Actual (ICMA/ISDA) [specify other] (vi) Determination Date(s): [•] in each year (vii) Other terms relating to the method of [Not Applicable/give details] calculating Fixed Periodic Distributions: 15 Floating Periodic Distribution Provisions: [Applicable/Not Applicable] [(If not applicable, delete the remaining sub- paragraphs of this paragraph)] (i) Specified Periodic Distribution Dates [ ] [Not Applicable] (Specified Period and Specified Periodic Distribution Dates are alternatives. If the Business Day Convention is the Floating Rate Convention, insert “Not Applicable”) (ii) Specified Period: [ ] [Not Applicable] (Specified Period and Specified Periodic Distribution Dates are alternatives. A Specified Period, rather than Specified Periodic Distribution Dates, will only be relevant if the Business Day Convention is the Floating Rate Convention. Otherwise, insert “Not Applicable”)

174 (iii) Business Day Convention: [Floating Rate Convention / Following Business Day Convention / Modified Following Business Day Convention / Preceding Business Day Convention / [specify other]] (iv) Additional Business Centre(s): [Not Applicable/give details] (v) Reference Rate: [SIBOR / Swap Rate / [specify other]] (vi) Periodic Distribution Determination Date: [ ] (Second business day prior to the start of each Periodic Distribution Period if SIBOR or Swap Rate) (vii) Relevant Screen Page: [ ] (viii) Relevant Time: [For example, 11.00 a.m. Singapore time] (ix) Margin: [+/-] [ ] per cent. per annum (x) Day Count Fraction: [ ] (xi) Calculation Agent: [Issuing and Paying Agent] [specify other] (xii) Other terms relating to the method of [Not Applicable] [give details] calculating Floating Periodic Distributions: 16 Variable Periodic Distribution Provisions: [Applicable/Not Applicable] [(If not applicable, delete the remaining sub- paragraphs of this paragraph)] (i) Specified Periodic Distribution Dates: [ ] [Not Applicable] (Specified Period and Specified Periodic Distribution Dates are alternatives. If the Business Day Convention is the Floating Rate Convention, insert “Not Applicable”) (ii) Specified Period: [ ] [Not Applicable] (Specified Period and Specified Periodic Distribution Dates are alternatives. A Specified Period, rather than Specified Periodic Distribution Dates, will only be relevant if the Business Day Convention is the Floating Rate Convention. Otherwise, insert “Not Applicable”) (iii) Business Day Convention: [Floating Rate Convention / Following Business Day Convention / Modified Following Business Day Convention / Preceding Business Day Convention / [specify other]] (iv) Additional Business Centre(s): [Not Applicable/give details] (v) Reference Rate: [SIBOR / Swap Rate / [specify other]] (vi) Periodic Distribution Determination Date: [ ] (Second business day prior to the start of each Periodic Distribution Period if SIBOR or Swap Rate) (vii) Relevant Screen Page: [ ] (viii) Relevant Time: [For example, 11.00 a.m. Singapore time] (ix) Margin: [+/-] [ ] per cent. per annum (x) Day Count Fraction: [ ]

175 17 Zero Periodic Distribution Provisions: [Applicable/Not Applicable] [(If not applicable, delete the remaining sub- paragraphs of this paragraph)] (i) Amortisation Yield [ ] per cent. per annum (ii) Any other formula / basis of determining [] amount payable: (iii) Day Count Fraction: [ ] (iv) Method of calculating any amount [] payable under Condition 10 (if other than as set out in the Conditions): PROVISIONS RELATING TO DISSOLUTION 18. (i) Dissolution Distribution Amount: [An amount equal to the Aggregate Nominal Value plus any accrued but unpaid Periodic Distribution Amounts (if any)] / an amount equal to the Aggregate Nominal Value of the Trust Certificates issued plus the accrued Premium / [specify other]] (ii) Method of calculating the Dissolution [•] Distribution Amount (if other than as set out in the Conditions): (iii) Method of calculating the Early [•] Dissolution Amount (if other than as set out in the Conditions): 19 Dissolution for Tax Reasons [Applicable/Not Applicable] [on [insert other dates of dissolution not on Periodic Distribution Dates]] 20 Optional Dissolution (Call) [Applicable/Not Applicable] [(If not applicable, delete the remaining sub- paragraphs of this paragraph)] (i) Optional Dissolution (Call) Amount [Dissolution Distribution Amount - an amount equal to the Aggregate Nominal Value plus any accrued but unpaid Periodic Distribution Amounts (if any)] / [Dissolution Distribution Amount - an amount equal to the Aggregate Nominal Value of the Trust Certificates issued plus the accrued Premium] [Dissolution Distribution Amount – [specify other]] [Early Dissolution Amount (in the case of Zero Rate Trust Certificates)] [specify other] (ii) Optional Dissolution (Call) Date [Specify] [Note: This date shall fall on or after the first anniversary of the Closing Date.] 21 Dissolution (Put) [Applicable/Not Applicable] [(If not applicable, delete the remaining sub- paragraphs of this paragraph)] “Specified Event” means [to specify relevant event(s)] (i) Dissolution Put Period [Specify]

176 (ii) Dissolution (Put) Amount [Dissolution Distribution Amount - an amount equal to the Aggregate Nominal Value plus any accrued but unpaid Periodic Distribution Amounts (if any)] / [Dissolution Distribution Amount - an amount equal to the Aggregate Nominal Value of the Trust Certificates issued plus the accrued Premium] [Dissolution Distribution Amount – [specify other]] [Early Dissolution Amount (in the case of Zero Rate Trust Certificates)] [specify other]

(iii) Dissolution (Put) Date(s) [Specify] [Note: This date shall fall on or after the first anniversary of the Closing Date.] GENERAL PROVISIONS APPLICABLE TO THE TRUST CERTIFICATES 22 Form of Trust Certificates: Trust Certificates represented by a Global Certificate in registered form exchangeable for Trust Certificates in definitive registered form in the limited circumstances specified in the Global Certificate 23 Business Centre(s): [Not Applicable/give details] 24 Amount of the Series Proceeds which shall be [•] applied in the purchase of Shari’ah compliant Real Estate: 25 Amount of the Series Proceeds which shall be [•] invested in the Commodity Murabahah Investment: 26 Other terms or special conditions: [Not Applicable/give details] DISTRIBUTION 27 (i) If syndicated, names of Dealers: [Not Applicable/give names] (ii) Date of Subscription Agreement: [•] 28 If non-syndicated, name of Dealer: [Not Applicable/give name] 29 Additional selling restrictions: [Not Applicable/give details] OPERATIONAL INFORMATION 30 ISIN Code: [•] 31 Common Code: [•] 32 Any clearing system(s) other than the [Not Applicable/give name(s) and number(s)] Depository, Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s): 33 Delivery: Delivery [against/free of] payment 34 Additional Paying Agent(s) (if any): [•]

Signed on behalf of Sabana Sukuk Pte. Ltd.:

By: ……………………………… Duly authorised

177 APPENDIX I

GENERAL AND OTHER INFORMATION

INFORMATION ON ISSUER

1. As at the date of this Information Memorandum, the Issuer is a wholly-owned subsidiary of the REIT Trustee.

SHARE CAPITAL

2. (a) As at the date of this Information Memorandum, there is only one class of ordinary shares in the Issuer. The rights and privileges attached to the shares of the Issuer are stated in the Articles of Association of the Issuer.

(b) As at the date of this Information Memorandum, there is only one class of Units. The rights and privileges attached to the Units are stated in the Sabana Trust Deed.

BORROWINGS

3. As at 31 December 2012, all the borrowings or indebtedness in the nature of borrowings of Sabana REIT are as disclosed in Appendix II to this Information Memorandum.

CHANGES IN ACCOUNTING POLICIES

4. There are no significant changes in the accounting policies of Sabana REIT since its audited financial accounts for the financial year ended 31 December 2012.

LITIGATION

5. There are no legal or arbitration proceedings pending or, so far as the Sole Director of the Issuer is aware, threatened against the Issuer, the Obligor, Sabana REIT or any of its subsidiaries the outcome of which, in the opinion of the Sole Director of the Issuer, may have or have had during the 12 months prior to the date of this Information Memorandum a material adverse effect on the financial position of the Issuer, the Obligor, Sabana REIT or the Group.

MATERIAL ADVERSE CHANGE

6. There has been no material adverse change in the financial condition or business of the Issuer since the date of its incorporation, or the financial condition or business of Sabana REIT or the Group since 31 December 2012.

DOCUMENTS AVAILABLE FOR INSPECTION

7. Copies of the following documents may be inspected, with prior appointments, at the registered office of the Manager during normal business hours for a period of six months from the date of this Information Memorandum:

(a) the Memorandum and Articles of Association of the Issuer;

(b) the Sabana Trust Deed;

(c) the Master Trust Deed;

(d) the Agency Agreement;

(e) the form of Wakalah Agreement;

(f) the form of Commodity Murabahah Investment Agreement;

A-I-1 (g) the form of Commodity On-Sale Agency Agreement;

(h) the form of Sale and Purchase Agreement;

(i) the form of Lease Agreement;

(j) the form of Purchase Undertaking;

(k) the form of Obligor Properties Undertaking;

(l) the form of Substitution Undertaking;

(m) the form of Sale Undertaking; and

(n) the audited financial statements of Sabana REIT and its subsidiary for the financial year ended 31 December 2012.

FUNCTIONS, RIGHTS AND OBLIGATIONS OF THE TRUSTEE

8. The functions, rights and obligations of the Trustee are set out in the Trust Deed.

A-I-2 APPENDIX II

INDEX TO THE AUDITED FINANCIAL STATEMENTS OF SABANA REIT AND ITS SUBSIDIARY FOR THE YEAR ENDED 31 DECEMBER 2012

Page

AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2012

Report of the Trustee ...... A-II-3

Statement by the Manager ...... A-II-4

Independent Auditors’ Report ...... A-II-5

Statements of Financial Position ...... A-II-7

Statements of Total Return ...... A-II-8

Distribution Statements ...... A-II-9

Statements of Movements in Unitholders’ Funds ...... A-II-11

Portfolio Statement ...... A-II-12

Consolidated Statement of Cash Flows ...... A-II-15

Notes to the Financial Statements ...... A-II-17

A-II-1 A-II-2 A-II-3 A-II-4 A-II-5 A-II-6 A-II-7 A-II-8 A-II-9 A-II-10 A-II-11 A-II-12 A-II-13 A-II-14 A-II-15 A-II-16 A-II-17 A-II-18 A-II-19 A-II-20 A-II-21 A-II-22 A-II-23 A-II-24 A-II-25 A-II-26 A-II-27 A-II-28 A-II-29 A-II-30 A-II-31 A-II-32 A-II-33 A-II-34 A-II-35 A-II-36 A-II-37 A-II-38 A-II-39 A-II-40 A-II-41 A-II-42 A-II-43 A-II-44 A-II-45 A-II-46 A-II-47 A-II-48 A-II-49 A-II-50 A-II-51 A-II-52 A-II-53 A-II-54 A-II-55 IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY PERSON OR ADDRESS IN THE UNITED STATES IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the information memorandum attached to this electronic transmission and you are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the attached information memorandum (the “Information Memorandum”). In accessing the Information Memorandum, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from Sabana Sukuk Pte. Ltd. (the “Issuer”), Sabana Shari’ah Compliant Industrial Real Estate Investment Trust (“Sabana REIT”), HSBC Institutional Trust Services (Singapore) Limited in its capacity as trustee of Sabana REIT (the “REIT Trustee”) or Sabana Real Estate Investment Management Pte. Ltd., in its capacity as manager of Sabana REIT (the “Manager”) as a result of such access. Restrictions: NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. ANY SECURITIES TO BE ISSUED HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. (THE “SECURITIES ACT”) THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE U.S., EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAW. THE ATTACHED INFORMATION MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON WITHOUT THE PRIOR WRITTEN CONSENT OF THE ARRANGER (AS DEFINED BELOW) AND THE RELEVANT DEALER(S) (AS DEFINED IN THE ATTACHED INFORMATION MEMORANDUM) AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. DISTRIBUTION OR REPRODUCTION OF THE ATTACHED INFORMATION MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE SECURITIES LAWS OF OTHER JURISDICTIONS. UNDER NO CIRCUMSTANCES SHALL THIS INFORMATION MEMORANDUM CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALLTHERE BE ANY SALE OF THE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL. Confirmation of Your Representation: By accessing this Information Memorandum you confirm to, CIMB Bank Berhad (the “Arranger”), the Relevant Dealer(s) and the Issuer, as issuer of the Trust Certificates (as defined in the attached Information Memorandum), that (i) you understand and agree to the terms set out herein, (ii) you are not and the email address which you have provided and to which this Information Memorandum has been sent is not in the United States, its territories and possessions, (iii) you consent to delivery by electronic transmission, (iv) you will not transmit the attached Information Memorandum (or any copy of it or part thereof) or disclose, whether orally or in writing, any of its contents to any other person except with the prior written consent of the Arranger and the Relevant Dealer(s) and (v) you acknowledge that you will make your own assessment regarding any credit, investment, legal, taxation or other economic considerations with respect to your decision to subscribe or purchase any of the Trust Certificates. In addition, by accepting this document, if you are an investor in Singapore, you (1) represent and warrant that you are either an institutional investor as defined under Section 4A(1) of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), a relevant person as defined under Section 275(2) of the SFA or persons to whom an offer is being made, as referred to in Section 275(1A) of the SFA, and (2) agree to be bound by the limitations and restrictions described herein. You are reminded that the attached Information Memorandum has been delivered to you on the basis that you are a person into whose possession this Information Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver this Information Memorandum, electronically or otherwise, to any other person and in particular to any person or address in the U.S. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions. If you received this Information Memorandum by e-mail, you should not reply by e-mail to this announcement. Any reply e-mail communications, including those you generate by using the “Reply” function on your email software, will be ignored or rejected. If you receive this Information Memorandum by e-mail, your use of this email is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where such offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Relevant Dealer(s) or any affiliate of the Relevant Dealer(s) is a licensed broker or dealer in that jurisdiction the offering shall be deemed to be made by the Relevant Dealer(s) or such affiliate on behalf of the Issuer in such jurisdiction. Under no circumstances shall the Information Memorandum constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Recipients of the attached document who intend to subscribe for or purchase the Trust Certificates are reminded that any subscription or purchase may only be made on the basis of the information contained in this Information Memorandum. This Information Memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Arranger, the Relevant Dealer(s), the Issuer, Sabana REIT, the REIT Trustee, the Manager nor any person who controls or is a director, officer, employee or agent of the Arranger, the Relevant Dealer(s), the Issuer, Sabana REIT, the REIT Trustee, the Manager nor any affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Information Memorandum distributed to you in electronic format and the hard copy version available to you on request from the Arranger or the Relevant Dealer(s). The distribution of the Information Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the attached document comes are required by the Arranger, the Relevant Dealer(s), the Issuer, Sabana REIT, the REIT Trustee and the Manager to inform themselves about, and to observe, any such restrictions.