Capitamall Trust

CMT_Gatefold_low 25/6/06 05:21 Page 1 CAPITAMALL TRUST

CIRCULAR DATED 26 JUNE 2006 OVERVIEW THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. The overview section is qualified in its entirety by, and should be read in conjunction with, the full text of this Circular.

RAFFLES CITY Constituted in the Republic of Singapore pursuant to a trust deed dated 29 October 2001 (as amended)

RAFFLES CITY RAFFLES CITY HOTELS & SHOPPING CENTRE TOWER CONVENTION CENTRE Circular dated 26 June 2006 (Raffles City)

CIRCULAR TO UNITHOLDERS IN RELATION TO: IMPORTANT DATES AND TIMES FOR UNITHOLDERS (1) THE PROPOSED JOINT ACQUISITION OF RAFFLES CITY WITH CAPITACOMMERCIAL EVENT DATE TIME TRUST; Last date and time for 11 July 2006 1.00 p.m. (2) THE PROPOSED ISSUE OF NEW UNITS UNDER lodgement of Proxy Forms THE EQUITY FUND RAISING; (3) THE PROPOSED PLACEMENT OF NEW UNITS Date and time of EGM 13 July 2006 1.00 p.m. TO THE CAPITALAND GROUP; (4) THE PROPOSED PLACEMENT OF NEW UNITS TO THE DIRECTORS; AND Place of EGM 168 Robinson Road (5) THE PROPOSED AMENDMENT TO THE TRUST Capital Tower Level 9 DEED IN CONNECTION WITH THE PAYMENT OF STI Auditorium FEES TO THE CMT MANAGER. Singapore 068912 The SGX-ST takes no responsibility for the accuracy of any statements or opinions made, or reports contained, in this Circular. If you are in MANAGED BY any doubt as to the action you should take, you should consult your CAPITAMALL TRUST MANAGEMENT LIMITED stockbroker, bank manager, solicitor, accountant or other professional THE ACQUISITION AND JOINT OWNERSHIP OF RAFFLES CITY advisers immediately. A member of Approval in-principle has been obtained from the SGX-ST for the CMT is proposing to acquire Raffles City through a joint ownership vehicle in the form of an unlisted special purpose sub-trust, with CMT holding an interest of 40.0% and CCT holding an interest of 60.0%. Equity Fund Raising and the listing and quotation of the New Units Sole Financial Adviser on the Main Board of the SGX-ST. The SGX-ST’s in-principle approval is not to be taken as an indication of the merits of the Equity Fund The total cost of the Acquisition, comprising the Total Purchase Consideration, the acquisition fees payable to the CMT Manager Raising, the Acquisition, the New Units, the Waivers or CMT. and the CCT Manager, as well as the estimated professional and other fees and expenses incurred by CMT and CCT in connection Joint Lead Managers and Underwriters for the Equity Fund Raising If you have sold or transferred all your units in CMT, you should with the Acquisition, is currently estimated to be S$2,194.2 million. CMT is obliged to bear 40.0% of the total acquisition cost, immediately forward this Circular, together with the Notice of which is currently estimated to be S$877.7 million. Extraordinary General Meeting and the accompanying Proxy Form in this Circular, to the purchaser or transferee or to the bank, Independent Financial Adviser to the Independent Directors stockbroker or other agent through whom the sale or transfer was of CapitaMall Trust Management Limited Unitholders should note that the Acquisition is dependent on the satisfaction of certain conditions precedent, including effected for onward transmission to the purchaser or transferee. the approval by the shareholders of Raffles Holdings Limited for the sale of Raffles City and the approval by the unitholders of CCT for the Acquisition. Deloitte & Touche Corporate Finance Pte Ltd Meanings of capitalised terms may be found in the Glossary of this Circular. CMT_Gatefold_low 25/6/06 05:21 Page 1 CAPITAMALL TRUST

RAFFLES CITY Constituted in the Republic of Singapore pursuant to a trust deed dated 29 October 2001 (as amended)

RAFFLES CITY RAFFLES CITY HOTELS & SHOPPING CENTRE TOWER CONVENTION CENTRE Circular dated 26 June 2006 (Raffles City)

BENEFITS TO UNITHOLDERS

1) YIELD ACCRETION 2) THE CMT RC ACQUISITION FITS THE CMT 5) VALUE CREATION OPPORTUNITIES AT 7) FURTHER GEOGRAPHICAL AND SEGMENTAL Based on the assumptions as set out in Appendix 2, the MANAGER’S INVESTMENT STRATEGY RAFFLES CITY DIVERSIFICATION improvement in CMT’s forecast and projected DPU as a The CMT RC Acquisition is in line with the CMT Manager’s Raffles City, as an integrated development, encompasses The CMT RC Acquisition will allow CMT to diversify its result of the CMT RC Acquisition combined with the proposed vision to grow CMT’s asset size in Singapore to between value creation opportunities which could be harnessed through portfolio of properties geographically such that it can cater debt and equity financing plan, is shown below. S$5.0 billion and S$6.0 billion by 2008, through acquisitions leveraging on the pro-active asset management expertise to different tenancy demands in various parts of Singapore. which will provide overall yield accretion and value creation of the CMT Manager in the retail sector and that of the CCT With the addition of Raffles City to CMT’s portfolio, CMT FORECAST AND PROJECTED DPU (CENTS) opportunities so as to deliver stable distributions and Manager in the office sector. The Acquisition will also provide will be able to increase its participation in the retail markets Scenario A: Assuming Issue Price of S$2.20 per sustainable total returns to the Unitholders. CMT has a continuous pipeline of value-adding opportunities within comprising the residential areas in Singapore’s central New Unit(1) and CMT’s Gearing Level is increased to proposed a 40.0% interest in the Acquisition as the CMT the CMT portfolio so as to generate sustainable organic region, visitors to the Orchard Road shopping belt and workers approximately 37.1% Manager has estimated the RC Shopping Centre to growth for Unitholders. An example of such an opportunity in the CBD, and benefit from tenancy demands in these is the optimisation of the usage of Gross Floor Area within contribute approximately 40.0% of the total Net Property markets. The CMT RC Acquisition will also provide segmental 11. 42 Raffles City, by converting lower yielding spaces into higher Income of Raffles City in 2005. With the inclusion of the diversification benefits by allowing CMT to penetrate the yielding areas. 11.17 0.15 CMT RC Interest, CMT’s total Deposited Property will upper-mid retail market segment in Singapore. It will also (1) 0.06 increase from S$3.5 billion as at 31 March 2006 to Estimated Breakdown by Gross Floor Area of Raffles City enlarge and diversify CMT’s network of retailers across the approximately S$4.3 billion. RC Office Tower different segments of the retail market, and concurrently 15.0% Entire strengthen CMT’s portfolio of retail malls catering to the Portfolio CMT’S ASSET SIZE GROWTH (S$ BILLION) 11.11 11.27 RC Shopping Centre different consumer markets in Singapore. 15.0% Existing Hotels & Properties Convention Centre 70.0% 6.0 8) GREATER TRADING AND FLEXIBILITY Forecast Period Projection Year (1 Sept 2006 to (Financial year ending The New Units, when issued, are expected to increase the Note: (1) Area occupied by RC Car Park is excluded in the computation of Gross 31 Dec 2006) 31 Dec 2007) 4.3 Floor Area under the current planning guideline. free float of Units on the SGX-ST and potentially increase (Annualised) 3.5 Estimated Breakdown by Net Property Income CMT’s weighting in the MSCI Singapore Free Index and Scenario B: Assuming Issue Price of S$1.90 per of Raffles City for the Projection Year certain other equity indices. Unitholders will be able to benefit New Unit(1) and CMT’s Gearing Level is increased to from the expected improvement in trading liquidity. approximately 41.1% 9) COLLABORATION WITH CCT 11.39 Existing With CMT RC Target by Properties Acquisition 2008 The collaboration between CMT and CCT to jointly purchase 11.16 0.12 Raffles City will allow CMT to leverage on the experience of 3) COMPETITIVE STRENGTHS OF RAFFLES CITY the CCT Manager, the largest office manager in Singapore 0.05 Situated in Singapore’s Downtown Core, Raffles City is a (in terms of value of assets under management), in co- prime landmark integrated development. It is strategically Entire 6) INCOME DIVERSIFICATION managing the RC Office Tower. The synergistic benefits to Portfolio located adjacent to and is directly connected to City Hall The CMT RC Acquisition is expected to benefit Unitholders be achieved through the combined experience, expertise 11.11 11.27 Existing MRT station, one of Singapore’s four major MRT interchange by improving income diversification and reducing the reliance and the enlarged tenant network of CMT and CCT are Properties stations. In addition, Raffles City will have direct connectivity of CMT’s income stream on any single property. The CMT expected to enhance the value of Raffles City, thus generating to the proposed Esplanade MRT station on the Circle Line Manager expects that the maximum contribution to CMT’s long-term growth for Unitholders. Forecast Period Projection Year (1 Sept 2006 to (Financial year ending of the MRT system, which is expected to be fully operational Net Property Income by any single property within the CMT’s 31 Dec 2006) 31 Dec 2007) by 2010. property portfolio for the Projection Year will decrease from (Annualised) approximately 22.2%, prior to the completion of the CMT RC Note: (1) The forecast and projected DPU will vary to the extent that the New Units are With the Singapore Government’s commitment to transform Acquisition, to approximately 18.3%. issued on a date other than 1 Sept 2006. Singapore into a destination of choice and a major tourism hub by 2015, Raffles City, with its strategic location and Existing Properties good connectivity to public transport, is well-positioned to Other Properties 5.0% Funan benefit from the expected increase in tourist arrivals and 7.3% Junction 8 Plaza Singapura 13.8% tourism receipts. 22.2%

IMM Building 15.9% 4) STRENGTHEN RETAIL FOOTHOLD IN THE DOWNTOWN CORE OF SINGAPORE Bugis Junction Tampines Mall The CMT RC Acquisition would further strengthen CMT’s 17.9% 17.9% retail foothold in the Downtown Core of Singapore. CMT Existing Properties and CMT RC Interest currently owns three prime retail assets in the Downtown Other Properties 4.1% Funan Core, being Funan, Plaza Singapura and Bugis Junction, 6.0% the latter two of which are strategically located with direct Junction 8 Plaza Singapura 11.4% 18.3% connectivity to MRT stations. With the CMT RC Acquisition, IMM Building CMT’s presence in the Downtown Core’s retail market will 13.1% be further reinforced, enabling it to capture a larger pool of CMT RC Interest Tampines Mall shoppers in the city area. 17.7% 14.7% Bugis Junction 14.7% CMT_Gatefold_low 25/6/06 05:21 Page 2

BENEFITS TO UNITHOLDERS

RAFFLES CITY

Raffles City is a prime landmark integrated development located in the Downtown Core at the fringe of Singapore’s CBD, comprising a shopping centre known as Raffles City Shopping Centre, an office tower known as Raffles City Tower, two hotels known as Swissôtel The Stamford and Raffles The Plaza, and the Raffles City Convention Centre.

Raffles City is strategically located adjacent to and is directly connected to City Hall MRT station, one of Singapore’s four major MRT interchange stations. In addition, Raffles City will have direct connectivity to the proposed Esplanade MRT station on the Circle Line of the MRT system, which is expected to be fully operational by 2010.

Raffles City has a large and diversified tenant base. Major office tenants include the Economic Development Board, Phillip Securities Pte Ltd and Accenture Pte Ltd, while major retail tenants include Robinson & Company (Singapore) Private Limited and Cold Storage Singapore (1983) Pte Ltd. ENTIRE PORTFOLIO (COMPRISING RAFFLES CITY AND THE EXISTING PROPERTIES) Given its prime location, excellent accessibility and asset quality, the CMT Manager believes that the CMT RC Acquisition will generate sustainable growth for Unitholders. THE TABLE BELOW SETS OUT SELECTED INFORMATION ON THE ENTIRE PORTFOLIO.

THE TABLE BELOW SETS OUT A SUMMARY OF SELECTED INFORMATION ON RAFFLES CITY(1). RAFFLES CITY EXISTING PROPERTIES ENTIRE PORTFOLIO Gross Floor Area (sq ft) (1) 3,452,426 4,533,076 (2) 7,985,502 (3) (2) GROSS FLOOR AREA 3,452,426 sq ft (320,738 sq m) Net Lettable Area (sq ft) (1) 681,625 2,908,763 3,590,388(3) – Retail 301,824 2,418,267 2,720,091(3) NET LETTABLE AREA RC Shopping Centre: 301,824 sq ft (28,040 sq m) RC Office Tower: 379,801 sq ft (35,284 sq m) – Office 379,801 69,183 448,984 (3) Total: 681,625 sq ft (63,324 sq m) – – Warehouse 421,313 421,313 (3) NUMBER OF LEASES RC Shopping Centre: 144 Number of Leases (1) 194 1,588 1,782 (3) RC Office Tower: 49 – Retail 144 1,284 1,428 (3) Hotels and Convention Centre: 1 – Office 49 80 129 (3) Total: 194 – Warehouse – 224 224(3) – Hotels and Convention Centre 1 – 1(3) NUMBER OF HOTEL ROOMS 2,032 Parking Lots 1,073 4,871 5,944 (3) CAR PARK LOTS 1,073 Valuation (S$ Million) 2,166.0 (CBRE) (4) 3,426.7(5) 4,293.1(6) 2,151.0 (JLL) (4) TITLE Leasehold tenure of 99 years expiring 15 July 2078 Committed Occupancy (1) 99.2% 93.6% 94.0% (7) VALUATION S$2,166.0 million by CBRE – Retail 99.4% 99.3% 99.3% (7)

(AS AT 16 MARCH 2006) S$2,151.0 million by JLL – Office 99.1% 95.9% 98.1% (7) – Warehouse – 60.1% 60.1% (7) COMMITTED OCCUPANCY RC Shopping Centre: 99.4% RC Office Tower: 99.1% Notes: Total: 99.2% (1) As at 31 March 2006. (2) Excluding 28,201 sq ft from the 48 residential units at Sembawang Shopping Centre which were vacant as at 31 March 2006. (3) Includes the Existing Properties and Raffles City. Notes: (4) As at 16 March 2006. (1) The Gross Floor Area, Net Lettable Area, number of leases, number of hotel rooms, car park lots and committed occupancy are based on information as at 31 March 2006. (5) As at 1 June 2006, Plaza Singapura was valued by Knight Frank Pte Ltd, whilst the other Existing Properties were valued by CBRE. (2) The approved Gross Floor Area of Raffles City is 3,452,426 sq ft (320,738 sq m) pursuant to the grant of written permission dated 27 April 2006 and the DC Order (6) Includes the aggregate valuation of the Existing Properties and CMT’s 40.0% share of the valuation of Raffles City by CBRE as at 16 March 2006. 2006FIA0002 dated 5 April 2006. (7) Includes Existing Properties and CMT’s 40.0% interest in Raffles City. -FA_CMT_TIPP in_FA 25/6/06 04:29 Page 2

RAFFLES CITY

METHOD OF PROPOSED FINANCING CAPITAMALL TRUST

The CMT Manager intends to issue the New Units, so as to raise gross proceeds of up to an aggregate of S$420.0 million in FIRST AND LARGEST REAL ESTATE INVESTMENT TRUST IN SINGAPORE order to part finance the CMT RC Acquisition, with the balance of the proceeds to be utilised for CMT’s working capital purposes. CMT, which was listed in July 2002, is the first REIT listed on the SGX-ST. As at 31 December 2005, it is the largest REIT by The CMT Manager intends to part finance the CMT RC Acquisition through long-term borrowings and the balance, initially, market capitalisation and asset size in Singapore, with a market capitalisation of approximately S$3.1 billion and an asset size through the RC Bridge Loan. The RC Bridge Loan would be repaid with the proceeds to be raised from the Equity Fund Raising, of approximately S$3.4 billion. In April 2006, CMT was assigned an “A2” corporate family rating by Moody’s Investors Service. to be carried out at such time to be determined by the CMT Manager. The CMT Manager will work with the Joint Lead Managers and Underwriters to determine the most appropriate time to launch the Equity Fund Raising, after having regard to market CMT invests primarily in quality income-producing retail properties in Singapore. CMT’s income is mainly derived from rental payments conditions, so as to ensure the success of the Equity Fund Raising. The CMT Manager will announce details of such Equity received from a diverse list of over 1,200 leases with local and international retailers. Its existing portfolio comprises nine quality retail Fund Raising at the appropriate time. malls which are spread across Singapore. CMT also has a 27.2% stake in CRS, a private retail property fund sponsored by CapitaLand Limited, through the Class E bonds issued by CRS. CRS owns three other suburban malls in Singapore.

CMT is managed by an external manager, CapitaMall Trust Management Limited, which is an indirect wholly-owned subsidiary East West Line EW of CapitaLand Limited, one of the largest listed real estate companies in Asia. North South Line NS MAP OF SINGAPORE North East Line NE Circle Line CCL (Scheduled for EXISTING PROPERTIES North completion in 2010) EXISTING PROPERTIES Sembawang Yishun THE TABLE BELOW SETS OUT SELECTED INFORMATION ON THE EXISTING PROPERTIES. Station Station CAPITALAND RETAIL LIMITED DEVELOPMENT PROJECT SEMBAWANG TAMPINES JUNCTION 8 FUNAN IMM PLAZA HOUGANG SEMBAWANG JURONG BUGIS SHOPPING CENTRE RAFFLES CITY MALL BUILDING SINGAPURA PLAZA SHOPPING ENTERTAINMENT JUNCTION JUNCTION 8 CENTRE CENTRE Bishan Station HOUGANG PLAZA MRT STATION Hougang Station Land Area (sq ft) 135,552 119,631 124,301 658,900 132,166 57,047 100,315 91,857 279,713(1) JURONG ENTERTAINMENT IMM Gross Floor 460,880 376,740 478,980 1,426,518 764,342 79,648 Retail: 152,721 169,668 578,312 CENTRE BUILDING East Area (sq ft) Residential: 45,267 ORCHARD Total: 197,988 Jurong East Station TURN TAMPINES MALL West Orchard Station Tampines Station Net Lettable 323,387 245,204 271,431 Retail: 397,619 494,154 67,813 97,130 (3) 110,915 410,614 BUGIS (2) JUNCTION Area (sq ft) Office: 69,183 Warehouse: PLAZA Bugis Station SINGAPURA 421,313 Dhoby Ghaut Station RAFFLES CITY Total: 888,115 City Hall Station FUNAN DIGITALIFE MALL Number of 159 172 179 Retail: 248 198 6 69 35 218 Leases (2) Office: 80 Warehouse: 224 Total: 552 Parking 636 305 336 1,301 (cars) 700 154 (4) Multi-storey 220 648(4) Lots (2) 111 (lorries/ carpark: 221 heavy vehicles) External South carpark(5): 239 Total: 460 Title 99 year 99 year 99 year 30 + 30 year Freehold 99 year 999 year 99 year 99 year leasehold leasehold leasehold leasehold leasehold leasehold leasehold leasehold from from from from from from from from 1 Sept 1992 1 Sept 1991 12 Dec 1979 23 Jan 1989 1 Mar 1991 26 Mar 1885 1 Mar 1991 10 Sept 1990

Purchase 409.0 295.0 191.0 247.4 710.0 49.1(6) 78.0 68.0 605.8(7) ROCHOR RD Price (S$ Million) TANGLIN RD Valuation ORCHARD (S$ Million) 635.0 477.0 252.0 433.0 809.0 49.7 (8) 81.0 72.0 618.0 (as at 1 June 2006) ROAD T S Committed 100.0% 100.0% 98.3% Retail: 97.1% 100.0% 100.0% 100.0% 100.0% 99.9% IA BUGIS JUNCTION (2) ORCHARD R Occupancy Office: 95.9% ORCHARD RD O Bugis Station TURN SELEGIE RD T Warehouse: E IC 60.1% Orchard Station V V

A Total: 79.4% PLAZA BRAS BASAH/

U (9) (9) (9) (9) GANG SINGAPURA Visitor Traffic 20.5 21.8 9.6 15.8 17.0 NA NA NA NA ES A BUGIS AVE in 2005 (Million)

E Dhoby Ghaut Station BRAS BASAH RD

N RAFFLES CITY E FUNAN City Hall StationP M R Notes: C E DIGITALIFE D E L MALL E (1) This refers to the land area of the integrated development of Bugis Junction, including the retail component, the office tower and the hotel. C D A (2) As at 31 March 2006. D N R CIVIC A (3) Excluding 28,201 sq ft from the 48 residential units which were vacant as at 31 March 2006. E L G DISTRICT P ID S (4) The car park lots are owned by the management corporation. R E ESPLANADE B (5) This refers to the external carpark, under a temporary occupation licence, located next to Sembawang Shopping Centre. CTE W CENTRAL Y E MARINA BLVD N A (6) Inclusive of an additional purchase price of approximately S$5.3 million for the New Hougang Plaza Units which were acquired in May 2006 and June 2006. BUSINESS W N (7) Comprises purchase price of S$580.8 million paid for the acquisition of Bugis Junction in October 2005, and a sum of S$25.0 million paid to BHG (formerly known as O DISTRICT T AYER RAJAH EXPRESSWAYN Seiyu (Singapore) Private Limited) in respect of BHG’s surrender of 74,299 sq ft of Net Lettable Area at Bugis Junction. E H S (8) Aggregate valuation of Hougang Plaza, inclusive of the New Hougang Plaza Units which were acquired in May 2006 and June 2006. (9) Not available as the assets were acquired in 2005 and 2006. -FA_CMT_TIPP in_FA 25/6/06 04:29 Page 1

METHOD OF PROPOSED FINANCING CAPITAMALL TRUST

A Total: 79.4% PLAZA BRAS BASAH/

U (9) (9) (9) (9) GANG SINGAPURA Visitor Traffic 20.5 21.8 9.6 15.8 17.0 NA NA NA NA ES A BUGIS AVE in 2005 (Million)

E Dhoby Ghaut Station BRAS BASAH RD

Page

CORPORATE INFORMATION ...... iii

SUMMARY ...... 1

INDICATIVE TIMETABLE ...... 9

LETTER TO UNITHOLDERS

1. Summary of Approvals Sought ...... 11

2. The Acquisition and Joint Ownership of Raffles City ...... 15

3. The Rationale for the Acquisition of Raffles City ...... 24

4. Details of the Acquisition of Raffles City ...... 36

5. Method of Proposed Financing, Profit Forecast and Profit Projection...... 42

6. Details of the Proposed Equity Fund Raising ...... 51

7. The Proposed Placement to the CapitaLand Group ...... 53

8. The Proposed Placement to the Directors ...... 53

9. The Proposed CMT Manager Fees Supplement to the Trust Deed ...... 54

10. Recommendations ...... 57

11. Extraordinary General Meeting...... 58

12. Abstentions from Voting ...... 59

13. Action to be Taken by Unitholders ...... 59

14. Directors’ Responsibility Statement...... 59

15. Joint Lead Managers and Underwriters’ Responsibility Statement ...... 60

16. Consents...... 60

17. Documents on Display ...... 60

IMPORTANT NOTICE ...... 61

GLOSSARY ...... 62

APPENDICES

Appendix 1 Raffles City and the Existing Properties ...... 73

Appendix 2 Profit Forecast and Profit Projection...... 89

Appendix 3 Independent Accountants’ Report on the Profit Forecast and Profit Projection. . 116

Appendix 4 Valuation Certificates...... 118

i Appendix 5 Independent Financial Adviser’s Letter ...... 121

Appendix 6 Existing Interested Persons Transactions ...... 150

Appendix 7 Proposed RCS Management Fee Supplement to the Trust Deed ...... 155

Appendix 8 Proposed CMT Manager Fees Supplement to the Trust Deed ...... 156

Appendix 9 Singapore Property Market Review by the Independent Property Consultant. . . 161

NOTICE OF EXTRAORDINARY GENERAL MEETING ...... 180

PROXY FORM

ii CORPORATE INFORMATION

Directors of CapitaMall Trust : Mr Hsuan Owyang (Chairman and Independent Director) Management Limited Mr Liew Mun Leong (Deputy Chairman) (the manager of CapitaMall Mr Pua Seck Guan (Chief Executive Officer) Trust (the “CMT Manager”)) Mr James Glen Service (Independent Director) Mr David Wong Chin Huat (Independent Director) Mr S. Chandra Das Mr Hiew Yoon Khong Mr Kee Teck Koon Mr Olivier Lim Tse Ghow

Registered Office of : 39 Robinson Road CapitaMall Trust Management #18-01 Robinson Point Limited Singapore 068911

Trustee of CapitaMall Trust : HSBC Institutional Trust Services (Singapore) Limited (the “CMT Trustee”) 21 Collyer Quay #14-01 HSBC Building Singapore 049320

Sole Financial Adviser : UBS AG, acting through its business group UBS Investment Bank 5 Temasek Boulevard #18-00 Suntec Tower Five Singapore 038985

Joint Lead Managers and : DBS Bank Ltd Underwriters for the Equity 6 Shenton Way Fund Raising DBS Building Tower One Singapore 068809

UBS AG, acting through its business group UBS Investment Bank 5 Temasek Boulevard #18-00 Suntec Tower Five Singapore 038985

Legal Adviser for the : Allen & Gledhill Acquisition and the Equity One Marina Boulevard #28-00 Fund Raising, and to the CMT Singapore 018989 Manager

Legal Advisers to the Joint : Wong Partnership Lead Managers and One George Street #20-01 Underwriters for the Equity Singapore 049145 Fund Raising Mallesons Stephen Jaques 37th Floor, Two International Finance Centre 8 Finance Street, Central Hong Kong

iii Legal Adviser to the CMT : Shook Lin & Bok Trustee 1 Robinson Road #18-00 AIA Tower Singapore 048542

Unit Registrar and Unit : Lim Associates (Pte) Ltd Transfer Office 10 Collyer Quay #19-08 Ocean Building Singapore 049315

Independent Financial Adviser : Deloitte & Touche Corporate Finance Pte Ltd to the Independent Directors 6 Shenton Way #32-00 of the CMT Manager DBS Building Tower Two Singapore 068809

Independent Accountants : KPMG Certified Public Accountants 16 Raffles Quay #22-00 Hong Leong Building Singapore 048581

Independent Valuers : CB Richard Ellis (Pte) Ltd 6 Battery Road #32-01 Singapore 049909

Jones Lang LaSalle Property Consultants Pte Ltd 9 Raffles Place #39-00 Republic Plaza Singapore 048619

Independent Property : DTZ Debenham Tie Leung (SEA) Pte Ltd Consultant for the Singapore 100 Beach Road Property Market Review #35-00 Shaw Tower (the “Independent Property Singapore 189702 Consultant”)

iv SUMMARY

The following summary is qualified in its entirety by, and should be read in conjunction with, the full text of this Circular. Meanings of defined terms may be found in the Glossary on pages 62 to 72 of this Circular. Any discrepancies in the tables included herein between the listed amounts and totals thereof are due to rounding.

SUMMARY OF APPROVALS SOUGHT The CMT Manager seeks approvals from the unitholders of CMT (“Unitholders”) for the resolutions stated below.

(i) The Acquisition and the Proposed RCS Management Fee Supplement (Extraordinary Resolution) The proposed acquisition of Raffles City (as defined herein) (the “Acquisition”) which is to be made through a joint ownership vehicle in the form of an unlisted special purpose sub-trust (“RCS Trust”) with CapitaMall Trust (“CMT”) holding an interest of 40.0% (the “CMT RC Interest”) and CapitaCommercial Trust (“CCT”) holding an interest of 60.0% (the “CCT RC Interest”), together with an accompanying amendment to the trust deed dated 29 October 2001 constituting CMT (as amended) (the “Trust Deed”) for the purpose of fixing a common basis of fees payable to the CMT Manager and CapitaCommercial Trust Management Limited, as manager of CCT (the “CCT Manager”), in relation to Raffles City (the “RCS Management Fee Supplement”).

(ii) The Proposed Issue of New Units under the Equity Fund Raising (Extraordinary Resolution) The proposed issue of new units in CMT (the “New Units”) so as to raise gross proceeds of up to an aggregate of S$420.0 million (the “Equity Fund Raising”) in order to part finance CMT’s acquisition of the CMT RC Interest (the “CMT RC Acquisition”). The CMT Manager intends to part finance the CMT RC Acquisition through long-term borrowings, and the balance, initially, through a bridge loan facility (the “RC Bridge Loan”). The RC Bridge Loan would be repaid with the proceeds to be raised from the Equity Fund Raising, to be carried out at such time to be determined by the CMT Manager. The CMT Manager will work with the Joint Lead Managers and Underwriters to determine the most appropriate time to launch the Equity Fund Raising, after having regard to market conditions, and will announce details of such Equity Fund Raising at the appropriate time.

(iii) The Proposed Placement to the CapitaLand Group (Ordinary Resolution) The proposed placement of New Units to CapitaLand Limited (“CapitaLand”) and its subsidiaries (including the CMT Manager) (the “CapitaLand Group”) as part of the Equity Fund Raising as would be required to maintain their pre-placement unitholdings, in percentage terms (the “CapitaLand Group Placement”).

(iv) The Proposed Placement to the Directors (Ordinary Resolution) The proposed placement of New Units to the directors of the CMT Manager (the “Directors”) and their immediate family members as would be required to maintain their pre-placement unitholdings, in percentage terms (the “Directors Placement”).

1 (v) The Proposed CMT Manager Fees Supplement to the Trust Deed (Extraordinary Resolution) The proposed amendment to the Trust Deed for the purpose of rationalising the mode and basis of payment of the asset management fee (the “Management Fee”), the acquisition fee (“Acquisition Fee”) and the divestment fee (“Divestment Fee”) payable to the CMT Manager under the Trust Deed (the “CMT Manager Fees Supplement”).

OVERVIEW OF THE ACQUISITION OF RAFFLES CITY On 18 March 2006, the CMT Trustee entered into a collaboration agreement (the “Collaboration Agreement”) with the trustee of CCT (the “CCT Trustee”), HSBC Institutional Trust Services (Singapore) Limited, to jointly acquire and hold Raffles City.

Under the terms of the Collaboration Agreement, CMT and CCT have agreed to establish a joint ownership vehicle for the purposes of completing the Acquisition (“Completion”) and holding Raffles City upon Completion, with CMT and CCT holding interests of 40.0% and 60.0% respectively in the joint ownership vehicle.

On the same day, the CCT Trustee entered into a conditional put and call option agreement (the “Put and Call Option Agreement”) with Tincel Properties (Private) Limited (“TPPL”) (the vendor of Raffles City) in connection with the Acquisition. Under the terms of the Put and Call Option Agreement, it was contemplated that the joint ownership vehicle will complete the Acquisition.

Raffles City, one of Singapore’s prime landmark integrated developments, comprises (as at 31 March 2006): (i) a 42-storey office tower, being, Raffles City Tower (the “RC Office Tower”) with approximately 379,801 sq ft (35,284 sq m) of office net lettable area (“NLA” or “Net Lettable Area”); (ii) a seven-storey podium which houses: (a) the Raffles City Shopping Centre (the “RC Shopping Centre”) which comprises approximately 301,824 sq ft (28,040 sq m) of retail NLA spread over four levels; (b) the Raffles City Convention Centre (the “Convention Centre”) which occupies over 70,000 sq ft (6,500 sq m) of meeting space, including three ballrooms and 15 primary meeting rooms; and (c) three basement car park levels with over 1,000 lots (the “RC Car Park”); and (iii) two hotels comprising the 28-storey twin tower Raffles The Plaza and the 73-storey Swissoˆtel The Stamford, with a total of 2,032 rooms (the “Hotels”). The Hotels and the Convention Centre are leased to RC Hotels (Pte) Ltd (“RC Hotels”) on a 20-year lease commencing from 7 November 1996, with an option to renew for a further term expiring on 31 December 2036 (the “Hotels and Convention Centre Lease”).

The joint ownership vehicle will take the form of the RCS Trust, which will be constituted by a trust deed (the “RCS Trust Deed”) to be entered into between the CMT Trustee, the CCT Trustee, the CMT Manager, the CCT Manager and the trustee-manager of the RCS Trust (the “RCS Trust Trustee- Manager”), being HSBC Institutional Trust Services (Singapore) Limited. The RCS Trust Trustee- Manager is the responsible entity of the RCS Trust. The management of the RCS Trust will be carried out by a management committee comprising representatives appointed by the CMT Manager, at the request of the CMT Trustee, and the CCT Manager, at the request of the CCT Trustee, in proportion to their interests in the RCS Trust (the “Management Committee”). A joint venture agreement (the “Joint Venture Agreement”) will be entered into between the CMT Trustee, the CCT Trustee, the CMT Manager, the CCT Manager and the RCS Trust Trustee-Manager (the “JVA Parties”) for the purpose of governing the relationships between these entities.

2 Unitholders should note that the Acquisition is dependent on the satisfaction of certain conditions precedent, including the approval by the shareholders of Raffles Holdings Limited (“RHL”) for the sale of Raffles City and the approval by the unitholders of CCT for the Acquisition.

The purchase price of Raffles City is S$2,085.0 million (the “Property Purchase Price”) and was arrived at on a willing-buyer and willing-seller basis. In addition to paying the Property Purchase Price, under the sale and purchase agreement (the “Sale and Purchase Agreement”) to be entered into between the RCS Trust and TPPL (as appended to the Put and Call Option Agreement), the purchaser of Raffles City will also be required to: • reimburse TPPL for costs paid and assume the remaining costs for building capital expenditure as well as asset enhancement works relating to Raffles City as at Completion, up to an aggregate sum of S$41.0 million; and • pay TPPL an additional sum not exceeding S$40.0 million for certain property related liabilities,

(together with the Property Purchase Price, the “Total Purchase Consideration”).

The Total Purchase Consideration is approximately S$2,166.0 million.

The CMT Manager, together with the CCT Manager, commissioned an independent property valuer, CB Richard Ellis (Pte) Ltd (“CBRE”), and the CMT Trustee, together with the CCT Trustee, commissioned an independent property valuer, Jones Lang LaSalle Property Consultants Pte Ltd (“JLL”), to value Raffles City. CBRE, in its report dated 16 March 2006, stated that the open market value of Raffles City is S$2,166.0 million, and JLL, in its report dated 16 March 2006, stated that the open market value of Raffles City is S$2,151.0 million (see the “Valuation Certificates” in Appendix 4 of this Circular for further details).

The total cost of the Acquisition, comprising the Total Purchase Consideration, the acquisition fees payable to the CMT Manager and the CCT Manager, as well as the estimated professional and other fees and expenses incurred by CMT and CCT in connection with the Acquisition, is currently estimated to be S$2,194.2 million (“Total Acquisition Cost”) (see paragraph 2.8 of the Letter to Unitholders for further details). Pursuant to the Collaboration Agreement, CMT is obliged to bear 40.0% of the Total Acquisition Cost, which is currently estimated to be S$877.7 million (“CMT Total Acquisition Cost”).

As the Acquisition will constitute an “interested party transaction” under the Property Funds Guidelines in Appendix 2 of the Code of Collective Investment Schemes (the “Property Funds Guidelines”) issued by the Monetary Authority of Singapore (the “MAS”), the acquisition fees payable to the CMT Manager and the CCT Manager will be in the form of units in CMT (“Units”) and units in CCT respectively, which shall not be sold within one year from their date of issuance.

The Proposed RCS Management Fee Supplement to the Trust Deed The Acquisition will result in Raffles City being jointly owned by CMT and CCT through the RCS Trust, and jointly managed by the CMT Manager and the CCT Manager. Given that the CMT Manager and the CCT Manager currently have different asset management fee structures, it is necessary to fix a common basis of fees payable to the CMT Manager and the CCT Manager in relation to Raffles City.

As part of the resolution for the Acquisition, the CMT Manager is seeking Unitholders’ approval to supplement the Trust Deed with the RCS Management Fee Supplement.

Interested Person Transaction and Interested Party Transaction As at 20 June 2006, being the latest practicable date prior to the printing of this Circular (“Latest Practicable Date”), CapitaLand held an aggregate indirect interest in 469,044,775 Units, which is

3 equivalent to approximately 34.0% of the total number of Units then in issue (“Existing Units”), and is therefore regarded as a “controlling unitholder” of CMT under both the Listing Manual of the SGX-ST (the “Listing Manual”) and the Property Funds Guidelines.

As CapitaLand has, through RHL, an indirect interest1 of 45.0% in TPPL, TPPL is therefore both an associate and an associated company of a controlling Unitholder. For the purposes of Chapter 9 of the Listing Manual, TPPL (being an associate of a controlling Unitholder) is an “interested person” of CMT. For the purposes of the guidelines relating to interested party transactions under the Property Funds Guidelines, TPPL (being an associated company of a controlling Unitholder) is an “interested party” of CMT.

Therefore, the Acquisition will constitute an “interested person transaction” under Chapter 9 of the Listing Manual as well as an “interested party transaction” under the Property Funds Guidelines, in respect of which the approval of Unitholders is required (see paragraph 4.3 of the Letter to Unitholders for further details). Major Transaction The Acquisition also constitutes a “major transaction” by CMT under Chapter 10 of the Listing Manual (see paragraph 4.3 of the Letter to Unitholders for further details).

RATIONALE FOR THE ACQUISITION The CMT Manager believes that the CMT RC Acquisition will bring the following key benefits to Unitholders:

Yield Accretion The CMT Manager believes that Unitholders will enjoy a higher distribution per Unit (“DPU”) due to the acquisition of Raffles City at a price reflective of the strong cash flows that it generates, combined with the proposed debt and equity financing plan for the CMT RC Acquisition described in this Circular.

The CMT RC Acquisition Fits the CMT Manager’s Investment Strategy The CMT RC Acquisition is in line with the CMT Manager’s principal investment strategy to invest in quality income-producing assets which will provide overall yield accretion and value creation opportunities so as to deliver stable distributions and sustainable total returns to the Unitholders. CMT has proposed a 40.0% interest in the Acquisition as the CMT Manager has estimated the RC Shopping Centre to contribute approximately 40.0% of the total net property income (“Net Property Income”)of Raffles City in 2005.

The CMT RC Acquisition is also in line with the CMT Manager’s vision to grow CMT’s asset size in Singapore to between S$5.0 billion and S$6.0 billion by 2008 through acquisitions which will provide overall yield accretion. With the inclusion of the CMT RC Interest, CMT’s total Deposited Property (as defined herein) will increase from S$3.5 billion as at 31 March 2006 to approximately S$4.3 billion. This will also further strengthen CMT’s position as the largest real estate investment trust (“REIT”) by asset size in Singapore.

Competitive Strengths of Raffles City Situated in the Downtown Core (as defined herein) at the fringe of Singapore’s Central Business District (“CBD”), Raffles City is a prime landmark integrated development. It is strategically located adjacent to and is directly connected to City Hall Mass Rapid Transit (“MRT”) station, one of Singapore’s four

1 Including deemed interest.

4 major MRT interchange stations. In addition, Raffles City will have direct connectivity to the proposed Esplanade MRT station on the Circle Line of the MRT system, which is expected to be fully operational by 2010.

With the Singapore Government’s commitment to transform Singapore into a destination of choice and a major tourism hub by 2015, the CMT Manager, together with the CCT Manager, believes that tourist arrivals and tourism receipts are expected to grow. Raffles City, with its strategic location and good connectivity to public transport, is well-positioned to benefit from the expected increase in tourist arrivals and tourism receipts.

Strengthen Retail Foothold in the Downtown Core of Singapore The CMT Manager believes that the CMT RC Acquisition would further strengthen CMT’s retail foothold in the Downtown Core of Singapore. CMT currently owns three prime retail assets in the Downtown Core, being Funan DigitaLife Mall (“Funan”), Plaza Singapura and Bugis Junction, the latter two of which are strategically located with direct connectivity to MRT stations. With the CMT RC Acquisition, CMT’s presence in the Downtown Core’s retail market will be further reinforced, enabling it to capture a larger pool of shoppers in the city area.

Value Creation Opportunities at Raffles City The CMT Manager, together with the CCT Manager, believes that Raffles City, as an integrated development, encompasses value creation opportunities which could be harnessed through leveraging on the pro-active asset management expertise of the CMT Manager in the retail sector and that of the CCT Manager in the office sector. The Acquisition will also provide a continuous pipeline of value-adding opportunities within the CMT portfolio so as to generate sustainable organic growth for Unitholders.

The CMT Manager, together with the CCT Manager, believes that there are various opportunities to enhance the performance of Raffles City, which include:

(i) Optimisation of Usage Mix The CMT Manager, together with the CCT Manager, believes that in the medium term, there are further opportunities to improve rental yield by optimising the usage of the gross floor area (“GFA” or “Gross Floor Area”) within Raffles City by converting lower yielding spaces into higher yielding areas. Such potential value creation opportunities are facilitated by preserving Raffles City as an integrated development.

(ii) Pro-active Tenant Remixing The CMT Manager will work closely with the CCT Manager to improve the existing tenant mix for both the retail and office components. The CMT Manager, together with the CCT Manager, believes that there are opportunities to enhance the existing retail offerings at the RC Shopping Centre and improve its marketing activities in order to attract higher shopper traffic and generate higher retail sales for tenants. On the back of a strengthening Singapore office market, the CMT Manager, together with the CCT Manager, believes there will be upside potential in terms of rental rates and occupancy rate for the RC Office Tower. In addition, there are opportunities to improve the facilities and amenities of the RC Office Tower to potentially enhance the rental prospects, thus retaining existing tenants and attracting new quality tenants.

5 (iii) Enhancement of Rental Rates As at 31 March 2006, the RC Shopping Centre is commanding an average monthly gross rental rate of approximately S$13.80 per sq ft over four levels of retail space. With effect from June 2006, the asking rent for the RC Office Tower ranges, depending on floor level, size and orientation, from S$7.00 to S$7.50 per sq ft per month. This is comparable to the asking rent of prime office space in the City Hall/Beach Road micro-market. The CMT Manager, together with the CCT Manager, believes that there are opportunities to enhance the average rental rates of both the retail and office components through leveraging on the combined tenant network of CMT and CCT.

(iv) Growth Opportunity in the Hotels and Convention Centre Lease The Hotels and Convention Centre Lease includes a step-up minimum rent structure, a service charge component and a variable rent component that is based on a percentage of gross operating revenue earned from the Hotels and Convention Centre. The CMT Manager, together with the CCT Manager, believes that the combination of step-up minimum rent structure and variable rent component will provide good organic growth for CMT and CCT, while offering CMT and CCT an opportunity to participate in the upside potential in the Singapore hotel and convention space business. In addition, with the step-up minimum rent and the service charge projected to contribute not less than 70.0% of the total RC Hotels Gross Rental Income (as defined herein) for the forecast period from 1 September 2006 to 31 December 2006 (the “Forecast Period”) and the financial year ending 31 December 2007 (the “Projection Year”), the CMT Manager, together with the CCT Manager, believes that the Hotels and Convention Centre Lease will provide income stability for CMT and CCT, and help to mitigate any major potential fluctuations in the hotel and convention space business.

Income Diversification The CMT RC Acquisition is expected to benefit Unitholders by improving income diversification and reducing the reliance of CMT’s income stream on any single property. The CMT Manager expects that the maximum contribution to CMT’s Net Property Income by any single property within CMT’s property portfolio for the Projection Year will decrease from approximately 22.2%, prior to the completion of the CMT RC Acquisition, to approximately 18.3%.

Further Geographical and Segmental Diversification The CMT RC Acquisition will allow CMT to diversify its portfolio of properties geographically such that it can cater to different tenancy demands in various parts of Singapore. With the addition of Raffles City to CMT’s portfolio, CMT will be able to increase its participation in the retail markets comprising the residential areas in Singapore’s central region (including Orchard Road, River Valley and Bukit Timah), visitors to the Orchard Road shopping belt and workers in the CBD, and benefit from tenancy demand in these markets. The CMT RC Acquisition will also provide segmental diversification benefits by allowing CMT to penetrate the upper-mid retail market segment in Singapore. The CMT RC Acquisition will also enlarge and diversify CMT’s network of retailers across the different segments of the retail market, and concurrently strengthen CMT’s portfolio of retail malls catering to the different consumer markets in Singapore.

Greater Trading Liquidity and Flexibility The New Units, when issued, are expected to increase the free float of Units on the SGX-ST and potentially, this could lead to an increase of CMT’s weighting in the MSCI Singapore Free Index (as defined herein) and certain other equity indices. Unitholders will be able to benefit from the expected improvement in trading liquidity.

6 Collaboration with CCT The collaboration between CMT and CCT to jointly purchase Raffles City will allow CMT to leverage on the experience of the CCT Manager, the largest office manager in Singapore (in terms of value of assets under management), in co-managing the RC Office Tower. The synergistic benefits to be achieved through the combined experience, expertise and enlarged tenant network of CMT and CCT are expected to enhance the value of Raffles City, thus generating long-term growth for Unitholders.

METHOD OF PROPOSED FINANCING

Equity Fund Raising and Debt Financing The CMT Manager intends to issue New Units, so as to raise gross proceeds of up to an aggregate of S$420.0 million in order to part finance the CMT RC Acquisition, with the balance of the proceeds to be utilised for CMT’s working capital purposes.

The CMT Manager intends to part finance the CMT RC Acquisition through long-term borrowings, and the balance initially, through the RC Bridge Loan. The RC Bridge Loan would be repaid with the proceeds to be raised from the Equity Fund Raising, to be carried out at such time to be determined by the CMT Manager. The CMT Manager will work with the Joint Lead Managers and Underwriters to determine the most appropriate time to launch the Equity Fund Raising, after having regard to market conditions, so as to ensure the success of the Equity Fund Raising. The CMT Manager will announce details of such Equity Fund Raising at the appropriate time.

Consequential Adjustments to Distribution Period When the CMT Manager decides to carry out the Equity Fund Raising, the CMT Manager may decide to make adjustments to the distribution period which may include, among others, a cumulative distribution or an advance distribution, or such other plans to ensure fairness to holders of the then existing Units. Further details pertaining to any adjustments to the distribution period, if any, will be announced at the appropriate time.

PROPOSED PLACEMENT TO THE CAPITALAND GROUP The CMT Manager may issue New Units to the CapitaLand Group as part of the Equity Fund Raising. To show its commitment to CMT, the CapitaLand Group may subscribe up to such number of New Units under the Equity Fund Raising so as to maintain its pre-placement unitholding, in percentage terms. However, depending on the level of demand for New Units by other investors under the Equity Fund Raising, the CapitaLand Group may decide to allow its unitholding in CMT, in percentage terms, to be diluted as a result of the issue of New Units under the Equity Fund Raising.

PROPOSED PLACEMENT TO THE DIRECTORS The CMT Manager may issue New Units to the Directors and their immediate family members as part of the Equity Fund Raising. The number of New Units proposed to be placed to each of the Directors and his immediate family members shall be no more than what would be required to maintain his proportionate unitholding, in percentage terms, at its pre-placement level.

PROPOSED CMT MANAGER FEES SUPPLEMENT TO THE TRUST DEED The fees that the CMT Manager is presently entitled to under the Trust Deed generally relate to Real Estate2 which is owned, acquired or divested by CMT. The CMT Manager proposes to supplement the

2 Under the Trust Deed, “Real Estate” means any land, and any interest, option or other right in or over any land, wherever situated in Singapore, and “land” includes land of any tenure, whether or not held apart from the surface, and buildings or parts thereof (whether completed or otherwise and whether divided horizontally, vertically or in any other manner) and tenements and hereditaments, corporeal and incorporeal, and any estate or interest therein.

7 Trust Deed for the purpose of updating the fee structure of the CMT Manager to cover all forms of Authorised Investments (as defined herein). The CMT Manager is therefore proposing that its fee structure be amended as follows: (i) in relation to CMT’s Authorised Investments which are in the form of Real Estate, the CMT Manager is proposing that the formula for the calculation of the base component of the Management Fee (“Base Component”) be based on the Deposited Property of CMT instead of Property Value (as defined herein) as stated under the existing Management Fee structure; (ii) in relation to CMT’s Authorised Investments which are not in the form of Real Estate, the CMT Manager is proposing that the formula for the calculation of the Management Fee be based on 0.50% per annum of the investment value of such investments; (iii) in relation to the Acquisition Fee, the CMT Manager is proposing to base it on up to 1.00% of the purchase price (after deducting the interest of any co-owner or co-participant) of any Authorised Investments acquired from time to time by CMT; and (iv) in relation to the Divestment Fee, the CMT Manager is proposing to base it on up to 0.50% of the sale price (after deducting the interest of any co-owner or co-participant) of any Authorised Investments sold or divested from time to time by CMT.

In addition, the CMT Manager proposes to supplement the Trust Deed for the purpose of allowing the CMT Manager the flexibility to receive its Management Fee wholly in Units, or wholly in cash, or in a combination of both (at the discretion of the CMT Manager). This will provide the CMT Manager with the flexibility to structure the payment of its Management Fee to be in line with its pro-active asset and retail management strategy, so as to generate sustainable growth for Unitholders.

8 INDICATIVE TIMETABLE

Event Date and Time

Last date and time for lodgement of Proxy Forms : 11 July 2006 at 1.00 p.m.

Date and time of the Extraordinary General : 13 July 2006 at 1.00 p.m. Meeting (“EGM”)

Completion of the Acquisition : 45 days after the date of the Sale and Purchase Agreement or 31 August 2006, whichever is the later date

If the approvals sought at the EGM are obtained, the CMT Manager will work with the Joint Lead Managers and Underwriters to determine the most appropriate time to launch the Equity Fund Raising.

9 This page has been intentionally left blank. CAPITAMALL TRUST (Constituted in the Republic of Singapore pursuant to a trust deed dated 29 October 2001 (as amended))

Directors Registered Office Mr Hsuan Owyang (Chairman and Independent Director) 39 Robinson Road Mr Liew Mun Leong (Deputy Chairman) #18-01 Robinson Point Mr Pua Seck Guan (Chief Executive Officer) Singapore 068911 Mr James Glen Service (Independent Director) Mr David Wong Chin Huat (Independent Director) Mr S. Chandra Das Mr Hiew Yoon Khong Mr Kee Teck Koon Mr Olivier Lim Tse Ghow 26 June 2006

To: Unitholders of CapitaMall Trust

Dear Sir/Madam

1. SUMMARY OF APPROVALS SOUGHT The following paragraphs set forth a summary of the approvals which the CMT Manager seeks from Unitholders. Approval by way of an Ordinary Resolution (as defined herein) is required in respect of each of the resolutions relating to the CapitaLand Group Placement (see paragraphs 1.3 and 7 below) and the Directors Placement (see paragraphs 1.4 and 8 below), while approval by way of an Extraordinary Resolution (as defined herein) is required in respect of each of the resolutions relating to the Acquisition together with the RCS Management Fee Supplement (see paragraphs 1.1, 2, 3, 4 and 5 below), the Equity Fund Raising (see paragraphs 1.2 and 6 below) and the CMT Manager Fees Supplement (see paragraphs 1.5 and 9 below).

1.1 The Acquisition and the Proposed RCS Management Fee Supplement (Extraordinary Resolution)

1.1.1 The Acquisition CapitaLand held an aggregate indirect interest in 469,044,775 Units as at the Latest Practicable Date, which is equivalent to approximately 34.0% of the Existing Units, and is therefore regarded as a “controlling unitholder” of CMT under both the Listing Manual and the Property Funds Guidelines. As CapitaLand has, through RHL, an indirect interest of 45.0% in TPPL, TPPL is therefore both an associate and an associated company of a controlling Unitholder. For the purposes of Chapter 9 of the Listing Manual, TPPL (being an associate of a controlling Unitholder) is an “interested person” of CMT. For the purposes of the guidelines relating to interested party transactions under the Property Funds Guidelines, TPPL (being an associated company of a controlling Unitholder) is an “interested party” of CMT.

11 Chapter 9 of the Listing Manual requires, among others, approval of Unitholders for an “interested person transaction” if the value thereof exceeds 5.0% of the latest audited net tangible assets (“NTA”) of CMT and its associate. Paragraph 5 of the Property Funds Guidelines imposes a similar requirement for an “interested party transaction” whose value exceeds 5.0% of the latest audited net asset value (“NAV”) of CMT and its associate.

Approval of Unitholders is sought because the 40.0% share of the Total Purchase Consideration, which CMT is obliged to bear (the “CMT Total Purchase Consideration”) in connection with the Acquisition, exceeds both the aforementioned thresholds stated in Chapter 9 of the Listing Manual and paragraph 5 of the Property Funds Guidelines.

In compliance with the requirements of the Listing Manual and the Property Funds Guidelines, the CMT Manager is therefore seeking Unitholders’ approval for the Acquisition. By approving the Acquisition, Unitholders will be deemed also to have approved the principal terms of the Joint Venture Agreement (as set out at paragraph 2.3 below) together with the terms which are incidental or ancillary to such terms, the constitution of the RCS Trust and the arrangement in the provision of property management services by the RCS Property Manager (as defined in paragraph 2.6) (including the RCS Trust Deed as set out at paragraph 2.4 below).

Unitholders should note that the Acquisition is dependent on the satisfaction of certain conditions precedent, including the approval by the shareholders of RHL for the sale of Raffles City and the approval by the unitholders of CCT for the Acquisition.

(See paragraphs 2, 3, 4 and 5 below for further details about the Acquisition, and the Method of Proposed Financing, Profit Forecast and Profit Projection.)

1.1.2 The Proposed RCS Management Fee Supplement to the Trust Deed The Acquisition will result in Raffles City being jointly owned by CMT and CCT through the RCS Trust, and jointly managed by the CMT Manager and the CCT Manager. Given that the CMT Manager and the CCT Manager currently have different asset management fee structures, it is necessary to fix a common basis of fees payable to the CMT Manager and the CCT Manager in relation to Raffles City.

As part of the resolution for the Acquisition, the CMT Manager is seeking Unitholders’ approval to supplement the Trust Deed with the RCS Management Fee Supplement.

(See paragraph 2.5 below for further details about the proposed RCS Management Fee Supplement and the “Proposed RCS Management Fee Supplement to the Trust Deed” in Appendix 7 of this Circular for the proposed form of the RCS Management Fee Supplement.)

1.1.3 Undertakings to Abstain from Voting Given that CapitaLand has an indirect interest, through RHL, of 45.0% in TPPL, CapitaLand has undertaken that it will abstain, and will ensure that Albert Complex Pte Ltd (“Albert Complex”), Pyramex Investments Pte Ltd (“Pyramex”) and Premier Healthcare Services International Pte Ltd (“Premier”) will abstain, from voting on the resolution relating to the Acquisition together with the RCS Management Fee Supplement. Being a wholly owned subsidiary of CapitaLand, the CMT Manager has also undertaken to abstain from voting on the resolution relating to the Acquisition together with the RCS Management Fee Supplement.

12 1.2 The Proposed Issue of New Units under the Equity Fund Raising (Extraordinary Resolution) The Trust Deed, read together with the Listing Manual, provides that specific prior approval of Unitholders by Extraordinary Resolution is required for an issue of New Units if the number of such New Units (together with any other issue of Units, other than by way of a rights issue offered on a pro rata basis to all existing Unitholders, in the same financial year including Units issued to the CMT Manager in payment of its fees) would, immediately after the issue, exceed 20.0% of the outstanding Units.

When the CMT Manager decides to proceed with the Equity Fund Raising, the issue price of New Units (“Issue Price”) will be determined between the CMT Manager and the Joint Lead Managers and Underwriters closer to or on the date of commencement of the Equity Fund Raising. Depending on the Issue Price, the number of New Units to be issued pursuant to the Equity Fund Raising may, immediately after issue, exceed 20.0% of the outstanding Units. Accordingly, the CMT Manager is seeking the approval of Unitholders for an issue of the New Units for the purpose of the Equity Fund Raising.

Approval in-principle has been obtained from the SGX-ST for the Equity Fund Raising and the listing and quotation of the New Units on the Main Board of the SGX-ST. The SGX-ST’s in-principle approval is not to be taken as an indication of the merits of the Equity Fund Raising, the Acquisition, the New Units, the Waivers (as defined herein) or CMT.

(See paragraph 6 below for further details about the Equity Fund Raising.)

1.3 The Proposed Placement to the CapitaLand Group (Ordinary Resolution) The CMT Manager is also seeking Unitholders’ approval for the placement of New Units under the Equity Fund Raising to the CapitaLand Group, being a Substantial Unitholder (as defined herein). To show its commitment to CMT, the CapitaLand Group may subscribe, up to such number of New Units under the Equity Fund Raising so as to maintain its pre-placement unitholding, in percentage terms. However, depending on the level of demand for New Units by other investors under the Equity Fund Raising, the CapitaLand Group may decide to allow its unitholding in CMT, in percentage terms, to be diluted as a result of the issue of New Units under the Equity Fund Raising.

CapitaLand has undertaken that it will abstain, and will ensure that Albert Complex, Pyramex and Premier will abstain, from voting on the resolution relating to the CapitaLand Group Placement. The CMT Manager has also undertaken to abstain from voting on the resolution relating to the CapitaLand Group Placement.

(See paragraph 7 below for further details about the CapitaLand Group Placement.)

1.4 The Proposed Placement to the Directors (Ordinary Resolution) The CMT Manager is seeking Unitholders’ approval for the placement of New Units under the Equity Fund Raising to each of the Directors and his immediate family members who hold Units.

The number of New Units proposed to be placed to each of the Directors and his immediate family members shall be no more than what would be required to maintain his proportionate unitholding, in percentage terms, at its pre-placement level.

13 CapitaLand has undertaken that it will abstain, and will ensure that Albert Complex, Pyramex and Premier will abstain, from voting on the resolution relating to the Directors Placement. The CMT Manager has also undertaken to abstain from voting on the resolution relating to the Directors Placement. The Directors who have interests in the Units have also undertaken to abstain from voting on the resolution relating to the Directors Placement.

(See paragraph 8 below for further details about the Directors Placement.)

1.5 The Proposed CMT Manager Fees Supplement to the Trust Deed (Extraordinary Resolution) The fees that the CMT Manager is presently entitled to under the Trust Deed generally relate to Real Estate which is owned, acquired or divested by CMT. The CMT Manager proposes to supplement the Trust Deed for the purpose of updating the fee structure of the CMT Manager to cover all forms of Authorised Investments. The CMT Manager is therefore proposing that its fee structure be amended as follows: (i) in relation to CMT’s Authorised Investments which are in the form of Real Estate, the CMT Manager is proposing that the formula for the calculation of the Base Component be based on the Deposited Property of CMT instead of Property Value as under the existing Management Fee structure; (ii) in relation to CMT’s Authorised Investments which are not in the form of Real Estate, the CMT Manager is proposing that the formula for the calculation of the Management Fee be based on 0.50% per annum of the investment value of such investments; (iii) in relation to the Acquisition Fee, the CMT Manager is proposing to base it on up to 1.00% of the purchase price (after deducting the interest of any co-owner or co-participant) of any Authorised Investments acquired from time to time by CMT; and (iv) in relation to the Divestment Fee, the CMT Manager is proposing to base it on up to 0.50% of the sale price (after deducting the interest of any co-owner or co-participant) of any Authorised Investments sold or divested from time to time by CMT. For the purpose of good corporate governance, the CMT Manager will not charge any Management Fee in relation to Authorised Investments which are wholly managed by a wholly owned subsidiary of CapitaLand, in order to avoid any double-charging of fees by the CapitaLand Group in relation to such investments. In addition, the CMT Manager proposes to supplement the Trust Deed for the purpose of allowing the CMT Manager the flexibility to receive its Management Fee wholly in Units, or wholly in cash, or in a combination of both (at the discretion of the CMT Manager). Given that the CMT Manager Fees Supplement directly affects the form of payment received by the CMT Manager in relation to the Management Fee, the Acquisition Fee and the Divestment Fee, the CMT Manager has undertaken to abstain from voting on the resolution relating to the CMT Manager Fees Supplement. CapitaLand Group has also undertaken to abstain from voting on the resolution relating to the CMT Manager Fees Supplement. (See paragraph 9 for further details about the CMT Manager Fees Supplement to the Trust Deed.)

14 2. THE ACQUISITION AND JOINT OWNERSHIP OF RAFFLES CITY

2.1 Joint Acquisition and Ownership of Raffles City with CCT On 18 March 2006, the CMT Trustee entered into the Collaboration Agreement with the CCT Trustee to jointly acquire and hold Raffles City. Under the terms of the Collaboration Agreement, CMT and CCT have agreed to enter into the Joint Venture Agreement to establish the RCS Trust for the purpose of completing the Acquisition and holding Raffles City upon Completion, with CMT and CCT holding interests of 40.0% and 60.0% respectively in the RCS Trust. The diagram below illustrates the relationship between CMT, CCT and the RCS Trust.

(1) Appoints 60.0% of the Management Committee members (2) Appoints Appoints 40.0% Chairman of of the Management Management Committee, Committee subject to members Management CMT’s consent Committee

Manages

40.0% 60.0% ownership ownership RCS TRUST

Owns

Raffles City

2.2 Certain Terms of the Collaboration Agreement The principal terms of the Collaboration Agreement include, among others, the following:

2.2.1 CMT and CCT shall work exclusively in co-operation with each other for the purpose of procuring the establishment of the RCS Trust for the purpose of (i) completing the purchase of Raffles City in accordance with the terms of the Put and Call Option Agreement and the Sale and Purchase Agreement, and (ii) holding Raffles City upon Completion;

2.2.2 CMT and CCT covenant with each other that they shall promptly and expeditiously take all steps within their influence and control as are necessary to effect Completion in accordance with the terms of the Put and Call Option Agreement and the Sale and Purchase Agreement;

2.2.3 the costs of procuring that the RCS Trust purchases Raffles City from TPPL shall be borne by CMT and CCT in proportion to their respective interests in the RCS Trust;

2.2.4 CMT and CCT agree that the constitution of the RCS Trust shall contain certain terms and veto rights which are specified in the Property Funds Guidelines, including veto rights over key operational issues, such as: (i) amendment of the Joint Venture Agreement and the RCS Trust Deed; (ii) cessation or change of business of the RCS Trust;

15 (iii) changes to the equity capital structure of the RCS Trust; (iv) changes to the dividend distribution policy of the RCS Trust; (v) the incurring of borrowings by the RCS Trust; and (vi) approval of asset enhancement and capital expenditure plans for the assets of the RCS Trust;

2.2.5 the management of the RCS Trust shall be carried out by the Management Committee. The Chairman of the Management Committee shall be a member of the Management Committee appointed by the CCT Trustee, with the consent of the CMT Trustee (such consent not to be unreasonably withheld or delayed); and

2.2.6 CMT and CCT shall, no later than three business days after Unitholders’ approval for the Acquisition and the Equity Fund Raising, and CCT’s unitholders’ approval for the Acquisition and CCT’s equity fund raising, procure that the RCS Trust be constituted.

2.3 Certain Terms of the Joint Venture Agreement By approving the Acquisition, Unitholders will be deemed to have also approved the principal terms of the Joint Venture Agreement as set out below, together with the terms which are incidental or ancillary to such terms:

2.3.1 the JVA Parties shall procure the formation of the RCS Trust;

2.3.2 CMT and CCT as holders of the units in the RCS Trust (the “RCS Trust Holders” and each, a “RCS Trust Holder”) will hold such number of units in the RCS Trust in the agreed portions of 40.0% and 60.0% respectively;

2.3.3 the Management Committee shall be appointed by the RCS Trust Trustee-Manager as its agent and to act on its behalf to exercise all of its powers and discretions and to perform all of its obligations under the RCS Trust Deed as the manager of the RCS Trust in accordance with the terms and conditions of the Joint Venture Agreement or as laid down from time to time by the RCS Trust Trustee-Manager or the RCS Trust Deed;

2.3.4 CMT shall appoint, or procure the appointment of, two persons as the members of the Management Committee (the “CMT Management Committee Members”). CCT shall appoint, or procure the appointment of, three persons as members of the Management Committee (the “CCT Management Committee Members”). The composition of the Management Committee shall at all times proportionately reflect (as nearly as possible), the proportion of units in the RCS Trust held by each RCS Trust Holder;

2.3.5 the Chairman of the Management Committee shall be a member of the Management Committee appointed by the RCS Trust Holder who, for the time being as between the RCS Trust Holders, has the largest holding of the units in the RCS Trust and with the consent of the other RCS Trust Holder (such consent not to be unreasonably withheld or delayed);

2.3.6 in the event of two or more RCS Trust Holders having the largest holding of units in the RCS Trust, then the Chairman shall be a member of the Management Committee appointed by rotation between each RCS Trust Holder having the largest holding of units in the RCS Trust with the consent of the other RCS Trust Holders (such consent not to be unreasonably withheld or delayed) in the following order of rotation: CCT, then CMT, then each new RCS Trust Holder in the order in which they became RCS Trust Holders;

16 2.3.7 the Chairman shall not be entitled to a second or casting vote at any meeting of the Management Committee or at any meetings or proceedings of the RCS Trust Holders;

2.3.8 the CMT Manager and the CCT Manager have agreed, at the request of the CMT Trustee and the CCT Trustee respectively, to provide the following services to the RCS Trust: (i) appointing the CMT Management Committee Members and the CCT Management Committee Members on behalf of the CMT Trustee and the CCT Trustee respectively; and (ii) procuring the exercise by the CMT Management Committee Members and the CCT Management Committee Members of all the powers and performing all of the obligations of the Management Committee in acting as the manager of the RCS Trust in accordance with the RCS Trust Deed;

2.3.9 in consideration of the CMT Manager and the CCT Manager agreeing to provide services to the RCS Trust (as described in paragraph 2.3.8 above) and at the request of the CMT Manager and the CCT Manager, the RCS Trust Trustee-Manager shall pay such percentage of the RCS Management Fee (as defined in paragraph 2.4), the RCS Acquisition Fee (as defined in paragraph 2.4) and the RCS Divestment Fee (as defined in paragraph 2.4) to the CMT Manager (the “CMT RCS Manager Fee”) and the CCT Manager (the “CCT RCS Manager Fee”) in accordance with the respective unitholdings of CMT and CCT in the RCS Trust;

2.3.10 when the CMT RCS Manager Fee or the CCT RCS Manager Fee: (i) is to be paid in units in the RCS Trust, the RCS Trust Trustee-Manager shall issue to the CMT Trustee or (as the case may be) the CCT Trustee such number of units in the RCS Trust as may be purchased with the relevant amount of the CMT RCS Manager Fee or (as the case may be) the CCT RCS Manager Fee in accordance with the RCS Trust Deed; and (ii) is to be paid in cash, the RCS Trust Trustee-Manager shall pay such amounts directly to the CMT Manager or (as the case may be) the CCT Manager,

provided that in the event that the CMT RCS Manager Fee or (as the case may be) the CCT RCS Manager Fee is to be paid in units in the RCS Trust and there shall be any balance arising from the truncation of the number of units in the RCS Trust issued to the CMT Trustee or (as the case may be) the CCT Trustee pursuant to the RCS Trust Deed, then such balance shall be paid directly to the CMT Manager or (as the case may be) the CCT Manager in the form of cash;

2.3.11 in the event that the CMT Trustee receives any CMT RCS Manager Fee or the CCT Trustee receives any CCT RCS Manager Fee, the CMT Trustee or (as the case may be) the CCT Trustee shall procure that the CMT Manager or (as the case may be) the CCT Manager shall (subject to the provisions of their respective trust deeds and the relevant laws and regulations) issue and receive for its own account such number of Units or (as the case may be) units in CCT as may be purchased with the relevant amount of fees or value of the units in the RCS Trust (at an issue price equal to the net asset value per unit of the RCS Trust or at such other issue price as may be agreed in writing between the RCS Trust Trustee-Manager, the CMT Manager and the CCT Manager) received by the CMT Trustee or (as the case may be) the CCT Trustee and, in the event that there shall be any balance arising from the truncation of the number of the Units issued to the CMT Manager or (as the case may be) units in CCT issued to the CCT Manager pursuant to their respective trust deeds, then such balance shall be paid to the CMT Manager or (as the case may be) the CCT Manager in the form of cash;

17 2.3.12 in the event of a deadlock which occurs when a proposed resolution of the Management Committee or the RCS Trust Holders for the transaction of any business of the RCS Trust cannot be obtained after a period of 30 days or after two successive attempts, whichever is the earlier, and such failure has a material adverse effect on the assets, operations or financial condition of the RCS Trust taken as a whole, the JVA Parties shall immediately refer the matter to the Chairman of its manager, and procure that the Chairman of its manager shall negotiate in good faith with the Chairman of the manager of the other RCS Trust Holder with a view to resolving such matter. Upon resolution of such matter, the Management Committee and the RCS Trust Holders shall be bound to give effect to the agreement reached between the Chairmen of the managers of the RCS Trust Holders in respect of such matter. If a resolution of such matter is not agreed upon within 30 days from the date of the referral to the Chairman of the manager of the other RCS Trust Holder, either RCS Trust Holder may serve a notice (the “Deadlock Notice”) offering to sell all of the units in the RCS Trust that it holds to the other RCS Trust Holder or its nominees.

The Deadlock Notice shall set out the cash price per unit in the RCS Trust at which the party making the offer is prepared to sell its units in the RCS Trust (the “Deadlock Price”). The offer is open for acceptance for 14 days from the date of service of the Deadlock Notice. If the party receiving the offer under the Deadlock Notice does not elect to buy either by express notice or by inaction before the end of the 14-day period, then that party shall be deemed to have offered to sell at the Deadlock Price all of the units in the RCS Trust that it holds to the party serving the Deadlock Notice who shall then be deemed to have accepted such offer.

2.3.13 an event of default occurs when, among others, a RCS Trust Holder commits a material breach of the Joint Venture Agreement which is not capable of being remedied or such RCS Trust Holder does not remedy that breach within 21 days of the other RCS Trust Holder sending it written notice requiring it to remedy the breach.

Following an event of default, the non-defaulting RCS Trust Holder may give written notice to the defaulting RCS Trust Holder within 30 days of receiving notification of the event of default from the defaulting RCS Trust Holder or of its becoming aware of the event of default, whichever is the earlier, requiring the defaulting RCS Trust Holder to either: (i) sell all of the units in the RCS Trust held by the defaulting RCS Trust Holder to the non-defaulting RCS Trust Holder at a price per unit in the RCS Trust equal to 80.0% of the fair value of the units in the RCS Trust, as determined through the appointment of two independent valuers or financial advisers in accordance with the RCS Trust Deed as at the date of the notice of default; or (ii) purchase all of the units in the RCS Trust held by the non-defaulting RCS Trust Holder at a price equal to 120.0% of the fair value of the units in the RCS Trust, as determined through the appointment of two independent valuers or financial advisers in accordance with the RCS Trust Deed as at the date of the notice of default.

18 2.4 RCS Trust Deed By approving the Acquisition, Unitholders will be deemed to have also approved the constitution of the RCS Trust and to have also approved the arrangement in the RCS Trust Deed as described below.

2.4.1 HSBC Institutional Trust Services (Singapore) Limited will be the trustee-manager of the RCS Trust. For all intents and purposes, the duties and responsibilities relating to managing the RCS Trust will be carried out jointly by personnel of the CMT Manager and the CCT Manager, through the Management Committee, as set out in the Joint Venture Agreement and elaborated in paragraph 2.3 above.

2.4.2 The principal terms of the RCS Trust Deed include, among others, the following: (i) subject to the RCS Trust Deed, a RCS Trust Holder is not entitled to transfer assets of the RCS Trust to itself; (ii) a RCS Trust Holder who desires to transfer its units in the RCS Trust to a third party shall give the RCS Trust Trustee-Manager and the other RCS Trust Holder, a notice in writing of such desire, with such notice constituting an offer for the sale of the units in the RCS Trust, and the other RCS Trust Holder will be entitled to apply for the purchase of such units in the RCS Trust; (iii) no units in the RCS Trust other than those issued in conjunction with the CMT RCS Manager Fee and the CCT RCS Manager Fee may be issued without the unanimous approval of the RCS Trust Holders in a general meeting; (iv) the RCS Trust Trustee-Manager shall declare and distribute a distribution of at least 90.0% of net taxable income and net tax-exempt income to the RCS Trust Holders on a quarterly basis3; and (v) the RCS Trust Trustee-Manager shall appoint the Management Committee as its agent and to act on its behalf to exercise all of the RCS Trust Trustee-Manager’s powers and discretions and to perform all of its obligations under the RCS Trust Deed as the manager of the RCS Trust.

2.4.3 Certain fees are payable under the RCS Trust Deed and these include, among others, the following: (i) a management fee (the “RCS Management Fee”) payable to the RCS Trust Trustee-Manager comprising: • the base fee of 0.25% per annum of the value of the Deposited Property of the RCS Trust (as determined in accordance with the RCS Trust Deed); and • the performance fee of 4.00% of the Net Property Income of the RCS Trust; (ii) an acquisition fee payable to the RCS Trust Trustee-Manager at the rate of 1.00% (or such lower percentage as may be determined by the RCS Trust Trustee- Manager at its absolute discretion) of the acquisition price of any investment4 acquired directly or indirectly by the RCS Trust (pro-rated if applicable to the proportion of the RCS Trust’s interest in the investment acquired) (the “RCS Acquisition Fee”); and

3 For the purpose of this paragraph, “net taxable income” means the net income of the RCS Trust for a distribution period that is subject to Singapore income tax and determined in accordance with the principles applicable under the Income Tax Act, Chapter 134 of Singapore, less any amount for the period which is directly assessed to tax on the RCS Trust Trustee-Manager and in respect of which tax has been paid or is payable by the RCS Trust Trustee-Manager; and “net tax-exempt income” means the net income of the RCS Trust for a distribution period that is exempt from Singapore income tax and determined in accordance with the principles applicable under the Income Tax Act, Chapter 134 of Singapore. 4 In this paragraph, “investment” means any one of the assets forming for the time being a part of the property of the RCS Trust or, where appropriate, being considered for acquisition to form part of the property of the RCS Trust.

19 (iii) a divestment fee payable to the RCS Trust Trustee-Manager at the rate of 0.50% (or such other lower percentage as may be determined by the RCS Trust Trustee-Manager at its absolute discretion) of the sale price of any investment sold or divested directly or indirectly by the RCS Trust (pro-rated if applicable to the proportion of the RCS Trust’s interest in the investment sold or divested) (the “RCS Divestment Fee”).

2.4.4 The RCS Management Fee, RCS Acquisition Fee and RCS Divestment Fee shall be paid, subject to the provisions of the RCS Trust Deed and the relevant laws and regulations, wholly in units in the RCS Trust or, with the unanimous approval of the CMT Manager and the CCT Manager, wholly in cash, or in a combination of both.

2.5 The Proposed RCS Management Fee Supplement to the Trust Deed The Acquisition will result in Raffles City being jointly owned by CMT and CCT through the RCS Trust, and jointly managed by the CMT Manager and the CCT Manager. Given that the CMT Manager and the CCT Manager currently have different asset management fee structures, it is necessary to fix a common basis of fees payable to the CMT Manager and the CCT Manager in relation to Raffles City.

As part of the resolution for the Acquisition, the CMT Manager is seeking Unitholders’ approval to supplement the Trust Deed with the RCS Management Fee Supplement.

2.5.1 Proposed RCS Management Fee Supplement Under the Trust Deed, the existing Management Fee is calculated as follows: • a Base Component of 0.25% per annum of the Property Value of CMT; and • a performance component (“Performance Component”) of 2.85% of the Gross Revenue (as defined herein) of CMT.

The proposed formula for the calculation of the RCS Management Fee in relation to Raffles City is as follows: • a base fee of 0.25% per annum of the value of the Deposited Property of the RCS Trust; and • a performance fee of 4.00% of the Net Property Income of the RCS Trust.

The amount of RCS Management Fee payable to the CMT Manager and the CCT Manager will be pro-rated in accordance with the respective interests of CMT and CCT in the RCS Trust.

The quantum of fees payable in the Forecast Period and the Projection Year under the proposed structure of the RCS Management Fee in relation to CMT’s 40.0% share (“CMT RCS Management Fee”) is approximately the same as the quantum of fees payable for the same periods under the existing Management Fee structure.

The RCS Management Fee shall be payable wholly in units in the RCS Trust or, with the unanimous approval of the CMT Manager and the CCT Manager, wholly in cash, or in a combination of both.

Where the RCS Management Fee payable to the CMT Manager and the CCT Manager is to be paid in units in the RCS Trust, the RCS Trust Trustee-Manager shall issue units in the RCS Trust to the CMT Trustee and the CCT Trustee, and each of the CMT Manager and the CCT Manager shall then issue and receive for their own accounts such number of Units and units in CCT (as the case may be) as may be purchased with the respective amounts of the RCS Management Fee received by each of the CMT

20 Trustee and the CCT Trustee respectively. Where the RCS Management Fee payable to the CMT Manager and the CCT Manager is to be paid in cash, such amounts shall be paid directly to the CMT Manager and the CCT Manager.

To this end, the CMT Manager is seeking Unitholders’ approval to supplement the Trust Deed with the RCS Management Fee Supplement.

(See Appendix 7 of this Circular for the proposed form of the RCS Management Fee Supplement.)

2.5.2 Rationale for the Proposed RCS Management Fee Supplement

(i) Alignment of Interest The proposed RCS Management Fee is pegged to Net Property Income rather than the Gross Revenue as under the existing Management Fee structure. The CMT Manager believes that the proposed fee structure will incentivise the CMT Manager to drive towards increasing revenue as well as managing costs. This further aligns the CMT Manager’s interest with those of Unitholders.

(ii) Common Fee Structure The CMT Manager, together with the CCT Manager, believes that the RCS Management Fee Supplement is necessary as both the CMT Manager and the CCT Manager have different asset management fee structures. The CMT Manager’s Management Fee is calculated based on 0.25% of the Property Value plus 2.85% of the Gross Revenue of CMT, while the CCT Manager’s aggregate management fee is calculated based on 0.10% of the Deposited Property of CCT plus 5.25% of net investment income of CCT.

The CMT Manager, together with the CCT Manager, believes that the proposed RCS Management Fee Supplement is necessary as Raffles City would be jointly managed by the CMT Manager and the CCT Manager and a common asset management fee structure should be adopted by both the CMT Manager and the CCT Manager in relation to Raffles City.

The RCS Management Fee Supplement is proposed as a solution by way of the adoption of a common fee structure in relation to Raffles City.

2.6 Property Management Agreement The property management services in relation to Raffles City will be carried out by a joint venture company (the “RCS Property Manager”), to be incorporated by the property manager of CMT, CapitaLand Retail Management Pte Ltd (the “CMT Property Manager”) and the property manager of CCT, CapitaLand Commercial Management Pte. Ltd. (the “CCT Property Manager”), with the CMT Property Manager and the CCT Property Manager holding interests of 40.0% and 60.0% respectively in the joint venture company.

By approving the Acquisition, Unitholders will be deemed to have also approved the provision of property management services by the RCS Property Manager in relation to Raffles City.

A property management agreement in relation to Raffles City will be entered into between the RCS Trust Trustee-Manager and the RCS Property Manager. The existing property management agreements of CMT and CCT will, to the extent necessary, be amended to exclude Raffles City from the properties to which such property management agreements are applicable.

21 The proposed structure of the fees (inclusive of leasing and/or marketing commissions) payable to the RCS Property Manager (“RCS Property Management Fee”) is as follows: • 2.00% of RC Gross Revenue (as defined herein); and • 2.50% of Net Property Income of the RCS Trust.

The quantum of fees payable under the proposed fee structure does not differ from that under the existing fee structure pursuant to the CMT’s Property Management Agreement (as defined herein), being: • 2.00% of Gross Revenue of each CMT property; • 2.00% of Net Property Income for each CMT property; and • 0.50% of Net Property Income for each CMT property in lieu of leasing commissions.

2.7 Put and Call Option Agreement On 18 March 2006, the CCT Trustee entered into the Put and Call Option Agreement with TPPL in relation to the Acquisition.

The Property Purchase Price is S$2,085.0 million and was arrived at on a willing-buyer and willing-seller basis. In addition to paying the Property Purchase Price, under the Sale and Purchase Agreement, the purchaser of Raffles City will also be required to: • reimburse TPPL for costs paid and assume the remaining costs for building capital expenditure as well as asset enhancement works relating to Raffles City as at Completion, up to an aggregate sum of S$41.0 million; and • pay TPPL an additional sum not exceeding S$40.0 million for certain property related liabilities.

The Total Purchase Consideration of approximately S$2,166.0 million will be paid on Completion, which shall be 45 days after the date of the Sale and Purchase Agreement or 31 August 2006, whichever is the later date.

The CMT Manager, together with the CCT Manager, commissioned an independent property valuer, CBRE, and the CMT Trustee, together with the CCT Trustee, commissioned an independent property valuer, JLL, to value Raffles City. CBRE, in its report dated 16 March 2006 stated that the open market value of Raffles City is S$2,166.0 million, and JLL, in its report dated 16 March 2006 stated that the open market value of Raffles City is S$2,151.0 million (see “Valuation Certificates” in Appendix 4 of this Circular for further details). The Independent Valuers arrived at their respective valuations by using the capitalisation of income approach and discounted cash flow analysis. In addition to these two methods, CBRE has also used the direct comparison method to derive its valuation of Raffles City.

2.8 Estimated Acquisition Cost The current estimated Total Acquisition Cost is approximately S$2,194.2 million, comprising: (i) the Total Purchase Consideration of approximately S$2,166.0 million as described in paragraph 2.7 above; (ii) the acquisition fee of approximately S$8.7 million (“CMT RC Acquisition Fee”) (being 1.00% of the Total Purchase Consideration and pro-rated in accordance with CMT RC Interest), payable to the CMT Manager pursuant to the Trust Deed; (iii) the acquisition fee of approximately S$13.0 million (being 1.00% of the Total Purchase Consideration and pro-rated in accordance with CCT RC Interest), payable to the CCT Manager pursuant to the trust deed of CCT; and

22 (iv) the estimated professional and other fees and expenses incurred by CMT and CCT in connection with the Acquisition of approximately S$6.5 million.

Pursuant to the Collaboration Agreement, the CMT Total Acquisition Cost is currently estimated to be S$877.7 million. As the Acquisition will constitute an “interested party transaction” under the Property Funds Guidelines, the acquisition fees payable to the CMT Manager and the CCT Manager will be in the form of Units and units in CCT respectively, which shall not be sold within one year from their date of issuance.

2.9 Conditions Precedent for the Completion

2.9.1 Under the Put and Call Option Agreement entered into between TPPL and the CCT Trustee, Completion is subject to and conditional upon the following: (i) the approval by the unitholders of CCT given at an extraordinary general meeting for the purchase of Raffles City as required under the Listing Manual and under the Property Funds Guidelines; (ii) the obtaining of approval from the head lessor, the President of the Republic of Singapore, for the sale of Raffles City to the CCT Trustee or a third party (which must be a special purpose vehicle (a) solely owned by CCT or (b) jointly owned by CCT and CMT) (the “Nominated Party”) nominated by the CCT Trustee in accordance with the terms of the Put and Call Option Agreement; (iii) the obtaining of approval from the head lessor, the President of the Republic of Singapore, for (a) the mortgage and/or charge of Raffles City by the purchaser and (b) the entry into by the purchaser of leases and/or licences in respect of Raffles City or any part(s) thereof; (iv) the approval of the shareholders of RHL at an extraordinary general meeting in relation to the sale of Raffles City; (v) RHL not exercising its call option pursuant to the shareholders agreement dated 13 June 2001 made between RHL and Tincel Limited (which owns 55.0% of TPPL), by the call option expiry date therein; and (vi) TPPL obtaining a ruling from the Inland Revenue Authority of Singapore that there is no tax payable by TPPL on the gains arising from the sale of Raffles City, (collectively, the “Conditions Precedent”). 2.9.2 Subject to the Conditions Precedent: (i) TPPL grants to the CCT Trustee the right to require TPPL to enter into the Sale and Purchase Agreement with the CCT Trustee or the Nominated Party for the sale of Raffles City under the terms of the Sale and Purchase Agreement; and (ii) the CCT Trustee grants to TPPL the right to require the CCT Trustee or (as the case may be) the CCT Trustee to procure the Nominated Party, to enter into the Sale and Purchase Agreement with TPPL for the sale of Raffles City to the CCT Trustee or (as the case may be) the Nominated Party under the terms of the Sale and Purchase Agreement. The Sale and Purchase Agreement will be entered into pursuant to the fulfilment of the Conditions Precedent of the Put and Call Option Agreement. The CCT circular dated 26 June 2006 setting out, among others, the approvals sought in relation to the acquisition of Raffles City, has been issued to unitholders of CCT.

23 2.10 Extraordinary Resolution The Trust Deed provides that specific approval of Unitholders by Extraordinary Resolution is required for an amendment of the Trust Deed unless such amendment (i) does not materially prejudice the interests of Unitholders, and does not operate to release to any material extent the CMT Trustee or the CMT Manager from any responsibility to Unitholders, (ii) is necessary in order to comply with applicable fiscal, statutory or official requirements (whether or not having the force of law), or (iii) is made to correct a manifest error. As the Acquisition would also involve the implementation of the RCS Management Fee Supplement, the Acquisition requires the specific approval of Unitholders by Extraordinary Resolution.

3. THE RATIONALE FOR THE ACQUISITION OF RAFFLES CITY

3.1 Description of Raffles City 3.1.1 Overview Raffles City, one of Singapore’s prime landmark integrated developments, is located on Lots 482M, 483W and 484V of Town Subdivision 11 and comprises (as at 31 March 2006): (i) a 42-storey RC Office Tower with approximately 379,801 sq ft (35,284 sq m) of office NLA; (ii) a seven-storey podium which houses: • the RC Shopping Centre which comprises approximately 301,824 sq ft (28,040 sq m) of retail NLA spread over four levels; • the Convention Centre which occupies over 70,000 sq ft (6,500 sq m) of meeting space, including three ballrooms and 15 primary meeting rooms; and • the RC Car Park which comprises three basement levels with over 1,000 lots; and (iii) the Hotels comprising the 28-storey twin tower Raffles The Plaza and the 73-storey Swissoˆtel The Stamford with a total of 2,032 rooms.

Under the Sale and Purchase Agreement, the sale of Raffles City includes the subterranean lots at Lot 80002M of Town Subdivision 11 and (if alienation approval is issued) the subterranean lot at Lot 235N-Pt of Town Subdivision 11, which are to be acquired for the purpose of developing an underground link between Raffles City and the proposed Esplanade MRT station on the Circle Line of the MRT system.

More information about Raffles City can be found in Appendix 1 of this Circular.

3.1.2 The Hotels and Convention Centre Lease The Hotels and Convention Centre are leased to RC Hotels on a 20-year lease commencing from 7 November 1996, with an option to renew for a further term expiring on 31 December 2036. RC Hotels is an indirect subsidiary of Colony Capital, LLC, a private international investment firm which invests primarily in real estate-related assets. As at the Latest Practicable Date, CapitaLand has an interest of 16.3% in RC Hotels.

Under the Hotels and Convention Centre Lease, RC Hotels pays a gross rental income which includes a step-up minimum rent structure, a service charge component and a variable rent component that is based on a percentage of gross operating revenue earned from the Hotels and Convention Centre.

24 For the unexpired remaining annual rental periods from 7 November 2005 to 6 November 2011, the minimum rent will be on a yearly step-up structure, increasing from S$26.0 million to S$44.0 million.

For the annual rental period from 7 November 2005 to 6 November 2006, the variable rent component is 9.5% of the gross operating revenue earned from the Hotels and Convention Centre. For each annual rental period thereafter up to and including the annual rental period ending 6 November 2011, the variable rent will be 8.5% of gross operating revenue up to S$250.0 million and 13.0% of gross operating revenue over S$250.0 million.

For the remaining term from 7 November 2011 to 6 November 2016, the rent will be based on prevailing market rental rates or such other rate as may be agreed between the parties.

3.2 Rationale for the Acquisition The CMT Manager believes that the CMT RC Acquisition will bring the following key benefits to Unitholders:

3.2.1 Yield Accretion The CMT Manager believes that Unitholders will enjoy a higher DPU due to the acquisition of Raffles City at a price reflective of the strong cash flows that it generates, combined with the proposed debt and equity financing plan for the CMT RC Acquisition described in this Circular.

To illustrate the overall yield accretion resulting from the CMT RC Acquisition, combined with the proposed debt and equity financing plan, the table below shows CMT’s forecast and projected DPU in relation to: (i) the Existing Properties (as defined herein); and (ii) the Existing Properties and the CMT RC Interest (the “Entire Portfolio”), for the Forecast Period (annualised) and the Projection Year, assuming that the CMT RCS Management Fee is paid in the form of Units, and based on the following circumstances: (i) Scenario A: where the additional long-term borrowings incurred by CMT to, among others, part finance the CMT RC Acquisition will increase CMT’s Gearing Level (as defined herein) from 32.4% as at 1 June 2006 (see paragraph 5.4 for further details) to approximately 37.1%, and based on an illustrative Issue Price range of S$2.20 to S$2.50 per New Unit when the CMT Manager decides to conduct the Equity Fund Raising; and (ii) Scenario B: where the additional long-term borrowings incurred by CMT to, among others, part finance the CMT RC Acquisition will increase CMT’s Gearing Level to approximately 41.1%, and based on an illustrative Issue Price range of S$1.90 to S$2.20 per New Unit when the CMT Manager decides to conduct the Equity Fund Raising.

For instance, under Scenario A and based on an illustrative Issue Price of S$2.20 per New Unit, the CMT RC Acquisition, combined with the proposed debt and equity financing plan, will provide a DPU accretion of 0.15 cents (an increase of approximately 1.3%), which will increase CMT’s DPU from 11.27 cents to 11.42 cents for the Projection Year.

25 Under Scenario B and based on an illustrative Issue Price of S$1.90 per New Unit, the CMT RC Acquisition, combined with the proposed debt and equity financing plan, will provide a DPU accretion of 0.12 cents (an increase of approximately 1.1%), which will increase CMT’s DPU from 11.27 cents to 11.39 cents for the Projection Year.

The forecast and projection on the tables presented on the following pages must be read together with the detailed Profit Forecast and Profit Projection as well as the accompanying assumptions and sensitivity analysis in Appendix 2 of this Circular, and the report of KPMG (the “Independent Accountants”) (who have examined the forecast and projection) in Appendix 3 of this Circular.

26 Scenario A: Forecast and Projected DPU (Assuming that CMT’s Gearing Level is increased to approximately 37.1% after the Completion of the CMT RC Acquisition and payment of CMT RCS Management Fee is made in the form of Units)

Forecast Period Projection Year (1 September 2006 – 31 December 2006) (Financial year ending 31 December 2007) (Annualised)(1) Existing Properties Existing Properties Issue Price Existing and CMT Existing and CMT per New Unit Properties RC Interest Properties RC Interest S$2.20 DPU (cents) 11.11 11.17 11.27 11.42 DPU increase over Existing Properties — 0.5% — 1.3% S$2.25 DPU (cents) 11.11 11.20 11.27 11.45 DPU increase over Existing Properties — 0.8% — 1.6% S$2.30 DPU (cents) 11.11 11.23 11.27 11.48 DPU increase over Existing Properties — 1.1% — 1.9%

27 S$2.35 DPU (cents) 11.11 11.26 11.27 11.51 DPU increase over Existing Properties — 1.4% — 2.1% S$2.40 DPU (cents) 11.11 11.29 11.27 11.53 DPU increase over Existing Properties — 1.6% — 2.3% S$2.45 DPU (cents) 11.11 11.31 11.27 11.56 DPU increase over Existing Properties — 1.8% — 2.6% S$2.50 DPU (cents) 11.11 11.34 11.27 11.58 DPU increase over Existing Properties — 2.1% — 2.8%

Note: (1) The forecast and projected DPU will vary to the extent that the New Units are issued on a date other than 1 September 2006. Scenario B: Forecast and Projected DPU (Assuming that CMT’s Gearing Level is increased to approximately 41.1% after the Completion of the CMT RC Acquisition and payment of CMT RCS Management Fee is made in the form of Units)

Forecast Period Projection Year (1 September 2006 – 31 December 2006) (Financial year ending 31 December 2007) (Annualised)(1) Existing Properties Existing Properties Issue Price Existing and CMT Existing and CMT per New Unit Properties RC Interest Properties RC Interest S$1.90 DPU (cents) 11.11 11.16 11.27 11.39 DPU increase over Existing Properties — 0.5% — 1.1% S$1.95 DPU (cents) 11.11 11.18 11.27 11.41 DPU increase over Existing Properties — 0.6% — 1.2% S$2.00 DPU (cents) 11.11 11.21 11.27 11.43 DPU increase over Existing Properties — 0.9% — 1.4%

28 S$2.05 DPU (cents) 11.11 11.23 11.27 11.45 DPU increase over Existing Properties — 1.1% — 1.6% S$2.10 DPU (cents) 11.11 11.25 11.27 11.47 DPU increase over Existing Properties — 1.3% — 1.8% S$2.15 DPU (cents) 11.11 11.27 11.27 11.49 DPU increase over Existing Properties — 1.4% — 2.0% S$2.20 DPU (cents) 11.11 11.29 11.27 11.51 DPU increase over Existing Properties — 1.6% — 2.1%

Note: (1) The forecast and projected DPU will vary to the extent that the New Units are issued on a date other than 1 September 2006. 3.2.2 The CMT RC Acquisition Fits the CMT Manager’s Investment Strategy The CMT RC Acquisition is in line with the CMT Manager’s principal investment strategy to invest in quality income-producing assets which will provide overall yield accretion and value creation opportunities so as to deliver stable distributions and sustainable total returns to the Unitholders. CMT has proposed a 40.0% interest in the Acquisition as the CMT Manager has estimated the RC Shopping Centre to contribute approximately 40.0% of the total Net Property Income of Raffles City in 2005.

The CMT RC Acquisition is also in line with the CMT Manager’s vision to grow CMT’s asset size in Singapore to between S$5.0 billion and S$6.0 billion by 2008 through acquisitions which will provide overall yield accretion. With the inclusion of the CMT RC Interest, CMT’s total Deposited Property will increase from S$3.5 billion as at 31 March 2006 to approximately S$4.3 billion. This will also further strengthen CMT’s position as the largest REIT by asset size in Singapore.

When CMT was first listed on the SGX-ST in July 2002, CMT’s initial property portfolio consisted of only three properties (Tampines Mall, Junction 8 Shopping Centre (“Junction 8”) and Funan). Since then, CMT has successfully completed several yield accretive acquisitions and investments as set out in the table below.

Property Date of Asset Value(1) Acquisition (S$ Million)

CMT’s Initial Property Portfolio when Listed in July 2002 895.0

Properties Acquired After Listing on SGX-ST in July 2002 IMM Building June 2003 247.4 Class E Bonds in CapitaRetail Singapore Limited December 2003 58.0 (“CRS”)(2) Plaza Singapura August 2004 710.0 Sembawang Shopping Centre June 2005 78.0 Hougang Plaza(3) June 2005, 49.1 August 2005, May 2006 and June 2006 Bugis Junction October 2005 605.8(4) Jurong Entertainment Centre October 2005 68.0

Total Assets Acquired After Listing on SGX-ST 1,816.3

Total Asset Value Acquired in 2003 305.4 Total Asset Value Acquired in 2004 710.0 Total Asset Value Acquired in 2005 795.6 Total Asset Value Acquired in 2006 5.3

Notes: (1) Based on purchase price of the asset. (2) CMT’s 27.2% stake in CRS, a private retail property fund sponsored by CapitaLand, through the Class E bonds issued by CRS. CRS owns three suburban malls in Singapore, namely Lot One Shoppers’ Mall, Bukit Panjang Plaza and Rivervale Mall. (3) 92.4% and 4.3% of the total share values in Hougang Plaza were acquired in June 2005, and August 2005 respectively. The balance 2.7% and 0.6% of the total share values in Hougang Plaza (the “New Hougang Plaza Units”) were acquired in May 2006 and June 2006 respectively. (4) Comprises purchase price of S$580.8 million paid for the acquisition of Bugis Junction in October 2005, and a sum of S$25.0 million paid to BHG (Singapore) Pte. Ltd. (“BHG”) (formerly known as Seiyu (Singapore) Private Limited) in respect of BHG’s surrender of 74,299 sq ft of NLA at Bugis Junction.

29 As set out in the table below, the total Deposited Property of CMT is approximately S$3.5 billion as at 31 March 2006. After the completion of the CMT RC Acquisition, CMT’s total Deposited Property will increase to approximately S$4.3 billion.

S$ Million

CMT’s Adjusted Deposited Property for the Existing Properties 3,452.8 (as at 31 March 2006)(1)

Add: Net Increase in Aggregate Valuation of the Existing Properties and the 13.3 New Hougang Plaza Units(2)

CMT’s Deposited Property for the Existing Properties 3,466.1

Add: CMT RC Interest(3) 877.7 Total CMT’s Deposited Property for the Entire Portfolio 4,343.8

Notes: (1) Adjusted for CMT’s distributable income for the period from 1 January 2006 to 31 March 2006. (2) As at 1 December 2005, the aggregate valuation of the Existing Properties was approximately S$3,365.0 million. As at 1 June 2006, the aggregate valuation of the Existing Properties was approximately S$3,426.7 million, after taking into account the valuation of the New Hougang Plaza Units, which were acquired in May 2006 and June 2006. The increase in the aggregate valuation of the Existing Properties is approximately S$61.7 million. The net increase in the aggregate valuation of the Existing Properties is calculated after adjusting for additions to the Existing Properties for the period from 1 January 2006 to 31 May 2006. (3) Based on CMT Total Acquisition Cost.

3.2.3 Competitive Strengths of Raffles City Situated in the Downtown Core at the fringe of Singapore’s CBD, Raffles City is a prime landmark integrated development. It is strategically located adjacent to and is directly connected to City Hall MRT station, one of Singapore’s four major MRT interchange stations.

In addition, Raffles City will have direct connectivity to the proposed Esplanade MRT station on the Circle Line of the MRT system, which is expected to be fully operational by 2010. To leverage on the direct accessibility to the Esplanade MRT station and create a seamless shopping experience, the retail offering at Raffles City will be extended with a subterranean shopping mall at Basement 2 which is also expected to be ready in 2010. The CMT Manager, together with the CCT Manager, believes that Raffles City is thus well-positioned to capture and benefit from the high human traffic flow from the three intersecting MRT train lines.

In addition, Raffles City has a large and diversified tenant base comprising 144 retail leases, 49 office leases and the Hotels and Convention Centre Lease, with an occupancy rate of close to 100.0% (as at 31 March 2006). The stable and sustainable income stream from Raffles City is expected to complement and enhance CMT’s current property portfolio of nine quality shopping malls which are well-located in various parts of Singapore (comprising Tampines Mall, Junction 8, Funan, IMM Building, Plaza Singapura, Hougang Plaza, Sembawang Shopping Centre, Jurong Entertainment Centre and Bugis Junction) (see Appendix 1 of this Circular for more details about Raffles City and the Existing Properties).

30 3.2.4 Strengthen Retail Foothold in the Downtown Core of Singapore The CMT Manager believes that the CMT RC Acquisition would further strengthen CMT’s retail foothold in the Downtown Core of Singapore. CMT currently owns three prime retail assets in the Downtown Core, being Funan, Plaza Singapura and Bugis Junction, the latter two of which are strategically located with direct connectivity to MRT stations.

Plaza Singapura is strategically located adjacent to and has direct connectivity to the Dhoby Ghaut MRT station. Dhoby Ghaut MRT station is one of Singapore’s four major MRT interchange stations. By 2010, the new Circle Line is also expected to run through Dhoby Ghaut MRT station. Bugis Junction is strategically located adjacent to and has direct basement connectivity to the Bugis MRT station. Bugis MRT station, a station on the East West Line, is one station away from the City Hall MRT station, where Raffles City is strategically located. Funan is also strategically located in the Downtown Core, with close proximity to the City Hall MRT station.

With the inclusion of Raffles City, CMT will own four prime assets in the Downtown Core. CMT’s presence in the Downtown Core’s retail market will thus be further reinforced, enabling it to capture a larger pool of shoppers in the city area.

3.2.5 Value Creation Opportunities at Raffles City The CMT Manager, together with the CCT Manager, believes that Raffles City, as an integrated development, encompasses value creation opportunities which could be harnessed through leveraging on the pro-active asset management expertise of the CMT Manager in the retail sector and that of the CCT Manager in the office sector. The Acquisition will also provide a continuous pipeline of value-adding opportunities within the CMT portfolio so as to generate sustainable organic growth for Unitholders.

The CMT Manager, together with the CCT Manager, believes that there are various opportunities to enhance the performance of Raffles City, which include:

(i) Optimisation of Usage Mix The CMT Manager, together with the CCT Manager, believes that in the medium term, there are further opportunities to improve rental yield by optimising the usage of the GFA within Raffles City by converting lower yielding spaces into higher yielding areas. Such potential value creation opportunities are facilitated by preserving Raffles City as an integrated development.

Based on the projected total Net Property Income of Raffles City for the Projection Year, the RC Shopping Centre, which occupies an estimated 15.0% of the total GFA is estimated to contribute approximately 43.0% of the total Net Property Income. The RC Office Tower, which is estimated to take up 15.0% of the total GFA, is projected to contribute approximately 14.0% of the total Net Property Income for the Projection Year. However, the Hotels and Convention Centre which are estimated to occupy about 70.0% of the total GFA, are expected to contribute approximately 40.0% of the total Net Property Income for the Projection Year.

31 Estimated Breakdown by GFA(1) of Raffles City

15.0%

15.0% Hotels and Convention Centre

RC Shopping Centre

RC Office Tower

70.0%

Note: (1) Area occupied by RC Car Park is excluded in the computation of GFA under the current planning guideline.

Estimated Breakdown by Net Property Income of Raffles City for the Projection Year 3.0%

14.0%

RC Shopping Centre 43.0% Hotels and Convention Centre

RC Office Tower

RC Car Park

40.0%

In view of the inequitable contributions from the various components, the CMT Manager, together with the CCT Manager, believes that further improvements could be made through reconfiguration to optimise usage mix at Raffles City, by converting lower yielding spaces into higher yielding areas.

The major asset enhancement initiative currently undertaken at the RC Shopping Centre, which will add approximately 53,000 sq ft (4,900 sq m) to its Basement 1, is a good example of how better utilisation of space can be achieved through pro-active asset management. TPPL had earlier negotiated with RC Hotels to return some of the less efficient hotel space at Basement 1 which was used mainly by RC Hotels as back-of-house hotel functions. The hotel space recovered was converted to higher yielding retail space and utilised to extend the retail footprint on Basement 1. The extended Basement 1 area, named “The Raffles Marketplace”, will accommodate more than 60 shops and will house a variety of fashion, food, music, books and lifestyle retail tenants.

The CMT Manager, together with the CCT Manager, will proactively work with RC Hotels to explore such usage mix optimisation opportunities to enhance the value of Raffles City.

The above potential opportunities to optimise the usage mix are also subject to, among others, more detailed planning, investment and technical analysis by the CMT Manager and the CCT Manager, and obtaining approvals (where applicable) from the relevant authorities.

32 (ii) Pro-active Tenant Remixing The CMT Manager will work closely with the CCT Manager to improve the existing tenant mix for both the retail and office components. The CMT Manager, together with the CCT Manager, believes that there are opportunities to enhance the existing retail offerings at the RC Shopping Centre and improve its marketing activities in order to attract higher shopper traffic and generate higher retail sales for tenants.

On the back of a strengthening Singapore office market, the CMT Manager, together with the CCT Manager, believes there will be upside potential in terms of rental rates and the occupancy rate for the RC Office Tower. In addition, there are opportunities to improve the facilities and amenities of the RC Office Tower to potentially enhance the rental prospects, thus retaining existing tenants and attracting new quality tenants.

(iii) Enhancement of Rental Rates As at 31 March 2006, the RC Shopping Centre is commanding an average monthly gross rental rate of approximately S$13.80 per sq ft over four levels of retail space. With effect from June 2006, the asking rent for the RC Office Tower ranges, depending on floor level, size and orientation, from S$7.00 to S$7.50 per sq ft per month. This is comparable to the asking rent of prime office space in the City Hall/Beach Road micro-market. The CMT Manager, together with the CCT Manager believes that there are opportunities to enhance the average rental rates of both the retail and office components through leveraging on the combined tenant network of CMT and CCT.

(iv) Growth Opportunity in the Hotels and Convention Centre Lease The Hotels and Convention Centre are leased to RC Hotels on a master lease expiring in 2016, with an option to renew for a further term expiring on 31 December 2036. The rental structure includes a step-up minimum rent structure, a service charge component and a variable rent component that is based on a percentage of gross operating revenue earned from the Hotels and Convention Centre.

The CMT Manager, together with the CCT Manager, believes that the combination of step-up minimum rent structure and the variable rent component will provide good organic growth for CMT and CCT, while offering CMT and CCT an opportunity to participate in the upside potential in the Singapore hotel and convention space business.

In addition, with the step-up minimum rent and the service charge projected to contribute not less than 70.0% of the total RC Hotels Gross Rental Income for the Forecast Period and Projection Year, the CMT Manager, together with the CCT Manager, believes that the Hotels and Convention Centre Lease will provide income stability for CMT and CCT, and help to mitigate any major potential fluctuations in the hotel and convention space business.

3.2.6 Income Diversification The CMT RC Acquisition is expected to benefit Unitholders by improving income diversification and reducing the reliance of CMT’s income stream on any single property. The CMT Manager expects that the maximum contribution to CMT’s Net Property Income by any single property within the CMT’s property portfolio for the

33 Projection Year will decrease from approximately 22.2%, prior to the completion of the CMT RC Acquisition, to approximately 18.3%.

Net Property Income Contribution for the Projection Year (Financial Year Ending 31 December 2007)

Existing Properties Existing and CMT Properties RC Interest Tampines Mall 17.9% 14.7% Junction 8 13.8% 11.4% Funan 7.3% 6.0% IMM Building 15.9% 13.1% Plaza Singapura 22.2% 18.3% Bugis Junction 17.9% 14.7% Hougang Plaza, Sembawang Shopping 5.0% 4.1% Centre and Jurong Entertainment Centre CMT RC Interest — 17.7% Total 100.0% 100.0%

Such diversification of income means that Unitholders can expect to enjoy an even more stable stream of income, as there is less dependence on any particular property in CMT’s property portfolio.

3.2.7 Further Geographical and Segmental Diversification The CMT RC Acquisition will allow CMT to diversify its portfolio of properties geographically such that it can cater to different tenancy demands in various parts of Singapore. With the addition of Raffles City to CMT’s portfolio, CMT will be able to increase its participation in the retail markets comprising the residential areas in Singapore’s central region (including Orchard Road, River Valley and Bukit Timah), visitors to the Orchard Road shopping belt and workers in the CBD, and benefit from tenancy demand in these markets.

CMT’s existing properties are strategically located and well spread out across Singapore. The table below sets out the location of the Existing Properties and their target positioning.

The CMT RC Acquisition will also provide segmental diversification benefits by allowing CMT to penetrate the upper-mid retail market segment in Singapore. Currently, CMT owns six suburban malls (Tampines Mall, Junction 8, IMM Building, Jurong Entertainment Centre, Hougang Plaza and Sembawang Shopping Centre), two urban malls (Plaza Singapura and Bugis Junction) and one thematic mall (Funan) located in the Downtown Core of Singapore.

With the acquisition of Raffles City, CMT will increase the number of malls in the Downtown Core of Singapore to four, allowing it to cater to the increasing tenancy demands arising from the Singapore Government’s commitment to grow the tourism industry and the rejuvenation plan for Orchard Road and the city centre area. The CMT RC Acquisition will also enlarge and diversify CMT’s network of retailers across the different segments of the retail market, and concurrently strengthen CMT’s portfolio of retail malls catering to the different consumer markets in Singapore.

34 Existing Properties Location Target Positioning Tampines Mall Tampines Family-oriented mall, catering to the (Eastern suburban middle-income sector, targeting area of Singapore) shoppers residing and working in the eastern part of Singapore. Junction 8 Bishan Family-oriented mall, catering to the (Central suburban population residing in the surrounding area of Singapore) housing estates, office crowd within the vicinity and students from nearby schools. IMM Building Jurong East Suburban family mall, targeting (Western suburban consumers residing and working in area of Singapore) the western region of Singapore.

Funan North Bridge Road Digital, information technology, and (Downtown Core) lifestyle destination, catering to a wide array of shoppers.

Plaza Singapura Orchard Road One-stop shopping, dining and (Downtown Core) entertainment mall, catering to a wide cross-section of the population.

Hougang Plaza Hougang Neighbourhood mall for the (North-eastern community, catering to the basic suburban area of shopping needs and entertainment of Singapore) residents in the area. Sembawang Shopping Sembawang One-stop family-oriented necessity Centre (Northern suburban mall catering to local residents. area of Singapore)

Jurong Entertainment Jurong East Shopping, dining and entertainment Centre (Western suburban destination, targeting youths and area of Singapore) residents in the west of Singapore.

Bugis Junction Bugis Leading lifestyle mall, focusing on (Downtown Core) fashion, dining and entertainment, targeting young adults, and professionals, managers, executives and businessmen.

35 3.2.8 Greater Trading Liquidity and Flexibility The New Units, when issued, are expected to increase the free float of Units on the SGX-ST and potentially, this could lead to an increase of CMT’s weighting in the MSCI Singapore Free Index and certain other equity indices. Unitholders will be able to benefit from the expected improvement in trading liquidity.

3.2.9 Collaboration with CCT The collaboration between CMT and CCT to jointly purchase Raffles City will allow CMT to leverage on the experience of the CCT Manager, the largest office manager in Singapore (in terms of value of assets under management), in co-managing the RC Office Tower. The synergistic benefits to be achieved through the combined experience, expertise and enlarged tenant network of CMT and CCT are expected to enhance the value of Raffles City, thus generating long-term growth for Unitholders.

4. DETAILS OF THE ACQUISITION OF RAFFLES CITY

4.1 Certain Financial Information Relating to the Acquisition The following table presents, in summary, certain selected financial information in relation to the CMT RC Acquisition, assuming that the Acquisition is completed on 31 August 2006 and 40.0% of the income from Raffles City accrues to CMT through the RCS Trust from 1 September 2006:

Forecast Period Projection Year (1 September 2006 – (Financial year ending CMT RC Interest 31 December 2006) 31 December 2007) Gross Revenue (S$’000) 19,816 61,458 Property Operating Expenses (S$’000) 5,598 17,147 Net Property Income(1) (S$’000) 14,218 44,311 Property Yield(2) 4.9%(3) 5.1%

Notes: (1) See Appendix 2 of this Circular for the major assumptions relied on in calculating the forecast and projected Net Property Income of Raffles City. (2) Property yield for Raffles City is calculated as CMT’s 40.0% share of Net Property Income from Raffles City over the CMT Total Purchase Consideration of approximately S$866.4 million. (3) Annualised figure.

The detailed forecast and projected statement of net income in relation to the CMT RC Interest and the assumptions for the forecast and projection information included in the table above are set out in Appendix 2 of this Circular.

4.2 Pro Forma Financial Effects of the CMT RC Acquisition The pro forma financial effects of the CMT RC Acquisition on the DPU and NAV per Unit presented below are strictly for illustrative purposes and were prepared based on the audited financial statements of CMT and its associate for the financial year ended 31 December 2005 (the “CMT Audited Financial Statements”) as well as the financial statements of TPPL for the financial year ended 31 December 2005, taking into account the CMT Total Acquisition Cost of Raffles City (see paragraph 2.8 above) as well as the estimated costs of the Equity Fund Raising (see paragraph 6.3 below), and assuming that: (i) approximately 117.4 million New Units are issued at an Issue Price of S$1.90 per New Unit pursuant to the Equity Fund Raising (purely for illustrative purposes only); (ii) additional long-term borrowings of S$660.6 million are taken to part finance the CMT RC Acquisition, which will increase CMT’s Gearing Level from approximately 32.4% as at 1 June 2006 to approximately 41.1%;

36 (iii) the Acquisition is made jointly with CCT, with 40.0% of the income from Raffles City accruing to CMT through the RCS Trust; and (iv) the CMT RCS Management Fee is paid in the form of Units.

4.2.1 Pro Forma DPU The pro forma financial effects of the CMT RC Acquisition on CMT’s DPU for the financial year ended 31 December 2005, as if the CMT RC Acquisition was completed on 1 January 2005, and held for the financial year ended 31 December 2005, are as follows:

Existing Properties and CMT RC Existing Properties Interest Net Income before Tax (S$’000) 117,013 123,562(1) Distributable Income (S$’000) 126,782 139,082 Issued Units (’000) 1,379,698(2) 1,503,631(3) DPU (cents) 9.19(4) 9.25

Notes: (1) Includes CMT’s 40.0% share of the adjusted net profit attributable to Raffles City as extracted from TPPL’s audited accounts for the financial year ended 31 December 2005. The adjusted net profit is derived from the earnings from Raffles City before interest costs, income tax, depreciation and amortisation. (2) Number of Units issued as at 31 December 2005. (3) Includes the approximate 117.4 million New Units issued pursuant to the Equity Fund Raising at an Issue Price of S$1.90 per New Unit (purely for illustrative purposes only), 4.6 million Units issued as payment of the CMT RC Acquisition Fee, as well as the CMT Manager’s estimate of 2.0 million Units issued as payment of the CMT RCS Management Fee for the financial year ended 31 December 2005 at an illustrative price of S$1.90 per Unit. (4) Computed based on the distributable income of the Existing Properties for the financial year ended 31 December 2005 over the number of Units in issue as at 31 December 2005.

If approximately 182.3 million New Units are issued at an Issue Price of S$2.20 per New Unit, and additional long-term borrowings of S$487.6 million are taken to part finance the CMT RC Acquisition, which will increase CMT’s Gearing Level to approximately 37.1%, the pro forma financial effects of the CMT RC Acquisition on CMT’s DPU for the financial year ended 31 December 2005 will be 9.34 cents.

4.2.2 Pro Forma NAV The pro forma financial effects of the CMT RC Acquisition on the NAV per Unit as at 31 December 2005, as if the CMT RC Acquisition was completed on 31 December 2005, are as follows:

Existing Properties and CMT RC Existing Properties Interest NAV (S$’000) 2,258,083(1) 2,484,180(2) Issued Units (’000) 1,379,698(3) 1,501,627(4) NAV per Unit (S$) 1.64 1.65

Notes: (1) Based on the CMT Audited Financial Statements and adjusted for the distribution in February 2006 of CMT’s distributable income for the period from 31 October 2005 to 31 December 2005.

37 (2) Assuming: (i) long-term borrowings of S$660.6 million are taken to part finance the CMT RC Acquisition; (ii) the valuation of the CMT RC Acquisition as at 31 December 2005 is S$877.7 million, being the CMT Total Acquisition Cost. The Total Acquisition Cost for Raffles City includes reimbursement to TPPL for costs paid and assumes the remaining costs for building capital expenditure as well as asset enhancement works of up to S$41.0 million, and payment to TPPL of an additional sum not exceeding S$40.0 million for certain property related liabilities. (3) Number of Units issued as at 31 December 2005. (4) Includes the approximate 117.4 million New Units issued pursuant to the Equity Fund Raising at an Issue Price of S$1.90 per New Unit (purely for illustrative purposes only) and 4.6 million Units issued as payment of the CMT RC Acquisition Fee, at an illustrative price of S$1.90 per Unit.

If approximately 182.3 million New Units are issued at an Issue Price of S$2.20 per New Unit, and additional long-term borrowings of S$487.6 million are taken to part finance the CMT RC Acquisition, which will increase CMT’s Gearing Level to approximately 37.1%, the pro forma financial effects of the CMT RC Acquisition on CMT’s NAV per Unit as at 31 December 2005 will be S$1.70.

4.2.3 Pro Forma Capitalisation The following table sets forth the pro forma capitalisation of CMT and its associate as at 31 December 2005, as adjusted to reflect the assumption that approximately 117.4 million New Units are issued at a Issue Price of S$1.90 per New Unit pursuant to the Equity Fund Raising (purely for illustrative purposes only) and 4.6 million Units are issued as payment of the CMT RC Acquisition Fee at an illustrative price of S$1.90 per Unit. The information in this table should be read in conjunction with paragraph 5 below. As at 31 December 2005 Actual As Adjusted (S$ Million) (S$ Million) Short-Term Debt: Secured Debt —— Unsecured Debt ——

Total short-term debt ——

Long-term debt: Secured Debt 1,089.2 1,749.8 Unsecured Debt ——

Total Long-Term Debt 1,089.2 1,749.8

Unitholders’ Funds 2,258.1(1) 2,489.8(2) Expenses relating to the Equity Fund Raising — (5.6)

Total Unitholders’ Funds 2,258.1 2,484.2

Total Capitalisation 3,347.3 4,234.0

Notes: (1) Based on the CMT Audited Financial Statements and adjusted for the distribution in February 2006 of CMT’s distributable income for the period from 31 October 2005 to 31 December 2005. (2) Based on the assumption that the valuation of the CMT RC Acquisition as at 31 December 2005 was S$877.7 million, based on the CMT Total Acquisition Cost.

38 If approximately 182.3 million New Units are issued pursuant to the Equity Fund Raising at an Issue Price of S$2.20 per New Unit (purely for illustrative purposes only), and 3.9 million Units are issued as payment of the CMT RC Acquisition Fee at an illustrative price of S$2.20 per Unit, additional long-term borrowings of S$487.6 million are taken to part finance the CMT RC Acquisition, which will increase CMT’s Gearing Level to approximately 37.1%, the pro forma capitalisation of CMT and its associate as at 31 December 2005, will be S$4,234.6 million.

4.3 Requirement for Unitholders’ Approval

4.3.1 Major Transaction (i) Chapter 10 of the Listing Manual governs the acquisition or disposal of assets, including options to acquire or dispose of assets, by CMT. Such transactions are classified into the following categories: (a) non-discloseable transactions; (b) discloseable transactions; (c) major transactions; and (d) very substantial acquisitions or reverse takeovers.

(ii) A proposed acquisition by CMT may fall into any of the categories set out in sub-paragraph 4.3.1(i) above depending on the size of the relative figures computed on the following bases of comparison: (a) the net profits attributable to the assets acquired, compared with CMT’s net profits; (b) the aggregate value of the consideration given, compared with CMT’s market capitalisation; and (c) the number of Units issued by CMT as consideration for an acquisition, compared with the number of Units previously in issue. Where any of the relative figures computed on the bases set out above exceeds 20.0%, the transaction is classified as a major transaction. The Listing Manual requires that a major transaction involving CMT be made conditional upon approval by Unitholders in a general meeting. However, the approval of Unitholders is not required in the case of an acquisition of profitable assets if only sub-paragraph 4.3.1(ii)(a) exceeds the relevant 20.0% threshold.

(iii) The relative figures for the CMT RC Acquisition using the applicable bases of comparison described in sub-paragraphs 4.3.1(ii)(a) to (c) are set out in the table below. The figures in the table below are calculated based on the CMT RC Interest.

39 Comparison of: Relative figure Profits (S$ Million) The CMT RC CMT: 117.0(2) 34.4% Interest: 40.3(1) Consideration against CMT Total CMT’s Market 26.4% market capitalisation Purchase Capitalisation: (S$ Million) Consideration: 3,285.8(3) 866.4 Number of New Units Not Applicable Existing Units: Not Applicable to be issued as 1,380,569,714(4) consideration for the Acquisition against the existing Units

Notes: (1) Based on the adjusted net profit attributable to Raffles City as extracted from TPPL’s audited accounts for the financial year ended 31 December 2005. The adjusted net profit is derived from the earnings from Raffles City before interest costs, income tax, depreciation and amortisation. (2) Based on CMT’s audited net income for the financial year ended 31 December 2005. Net profit for CMT is represented by the net income of CMT and share of profit in its associate after interest costs and trust expenses. (3) Based on the last traded price of S$2.38 per Unit on SGX-ST on 17 March 2006, the date prior to the announcement of the Acquisition. (4) As at 17 March 2006.

The relative figure of the number of Units issued by CMT as consideration for an acquisition compared with the number of Units previously in issue does not apply in relation to the CMT RC Acquisition, as no Units will be issued as consideration for the CMT RC Acquisition.

4.3.2 Interested Person Transaction and Interested Party Transaction Under Chapter 9 of the Listing Manual, where CMT proposes to enter into a transaction with an interested person and the value of the transaction (either in itself or when aggregated with the value of other transactions, each of a value equal to or greater than S$100,000, with the same interested person during the same financial year) is equal to or exceeds 5.0% of CMT’s and its associate’s latest audited NTA, Unitholders’ approval is required in respect of the transaction. Based on the CMT Audited Financial Statements, the NTA of CMT and its associate was S$2,283.9 million as at 31 December 2005. Accordingly, if the value of a transaction which is proposed to be entered into in the current financial year by CMT with an interested person is, either in itself or in aggregation with all other earlier transactions (each of a value equal to or greater than S$100,000) entered into with the same interested person during the current financial year, equal to or in excess of S$114.2 million, such a transaction would be subject to Unitholders’ approval. Given that the CMT Total Purchase Consideration is approximately S$866.4 million, the value of the CMT RC Acquisition exceeds the said threshold.

Paragraph 5 of the Property Funds Guidelines also imposes a requirement for Unitholders’ approval for an interested party transaction by CMT whose value exceeds 5.0% of the latest audited NAV of CMT and its associate. Based on the CMT Audited Financial Statements, the NAV of CMT and its associate was S$2,283.9 million as at 31 December 2005. Accordingly, if the value of a transaction which is proposed to be entered into by CMT with an interested party is equal to or greater than S$114.2 million, such a transaction would be subject to Unitholders’ approval. Given the CMT Total Purchase Consideration of S$866.4 million, the value of the CMT RC Acquisition exceeds the said threshold.

40 As at the Latest Practicable Date, CapitaLand holds an aggregate indirect interest in 469,044,775 Units (which is equivalent to approximately 34.0% of Existing Units) and is therefore regarded as a “controlling unitholder” of CMT under the Listing Manual. The CMT Manager itself holds 4,863,222 Units.

As RHL is a subsidiary of CapitaLand and RHL holds 45.0% of the issued and paid up share capital of TPPL, CapitaLand has, through RHL, an indirect interest of 45.0% in TPPL. TPPL is therefore both an associate and an associated company of a controlling Unitholder under the Listing Manual and the Property Funds Guidelines, respectively. For the purposes of Chapter 9 of the Listing Manual, TPPL (being an associate of a controlling Unitholder) is an “interested person” of CMT. For the purposes of the guidelines relating to interested party transactions under the Property Funds Guidelines, TPPL (being an associated company of a controlling Unitholder) is an “interested party” of CMT. Accordingly, the Acquisition is subject to Unitholders’ approval under Chapter 9 of the Listing Manual and paragraph 5 of the Property Funds Guidelines.

The CMT Manager also considers the CMT Manager Fees Supplement to be an interested person transaction under Chapter 9 of the Listing Manual as it updates the fee structure of the CMT Manager to cover all forms of Authorised Investments instead of generally Real Estate (see paragraph 9 of the Letter to Unitholders for further details).

Prior to the Latest Practicable Date, CMT had entered into several interested person transactions with entities within the CapitaLand Group during the course of the current financial year (the “Existing Interested Person Transactions”). Details of the Existing Interested Person Transactions may be found in Appendix 6 of this Circular.

4.4 Advice of the Independent Financial Adviser The CMT Manager has appointed Deloitte & Touche Corporate Finance Pte Ltd (the “IFA”)to advise its Independent Directors in relation to the Acquisition (together with the entry into the Joint Venture Agreement and the constitution of the RCS Trust), the RCS Management Fee Supplement, the CMT Manager Fees Supplement and the Existing Interested Person Transactions. A copy of the letter from the IFA to the Independent Directors (the “IFA Letter”), containing its advice in full, is set out in Appendix 5 of this Circular and Unitholders are advised to read the IFA Letter carefully.

Having considered the factors and made the assumptions set out in its letter, and subject to the qualifications set out therein, the IFA is of the view that the Acquisition (together with the entry into the Joint Venture Agreement and the constitution of the RCS Trust), the RCS Management Fee Supplement, CMT Manager Fees Supplement and the Existing Interested Person Transactions are based on normal commercial terms and will not be prejudicial to the interests of CMT and its minority Unitholders.

The IFA has therefore advised the Independent Directors to recommend that Unitholders vote in favour of the Acquisition, the RCS Management Fee Supplement (which is part of the resolution relating to the Acquisition) and the CMT Manager Fees Supplement.

41 4.5 Interests of Directors and Substantial Unitholders As at the Latest Practicable Date, certain directors of CapitaLand collectively hold an aggregate direct and indirect interest in 1,147,900 Units and certain Directors namely, Mr Liew Mun Leong, Mr David Wong Chin Huat, Mr S. Chandra Das, Mr Hiew Yoon Khong, Mr Kee Teck Koon and Mr Olivier Lim Tse Ghow (including those of the aforementioned directors of CapitaLand who are also Directors) collectively hold an aggregate direct and indirect interest in 1,629,000 Units.

Mr Hsuan Owyang is the Deputy Chairman of CapitaLand and is the Chairman and an Independent Director of the CMT Manager. Mr Liew Mun Leong is the President and Chief Executive Officer of CapitaLand, and is the Deputy Chairman and Non-Executive Director of the CMT Manager and the CCT Manager. He is also the Deputy Chairman and Director of RHL (which owns 45.0% of TPPL, the vendor). Mr Kee Teck Koon and Mr Olivier Lim Tse Ghow are Non-Executive Directors of both the CMT Manager and the CCT Manager.

Through Albert Complex, Pyramex, Premier and the CMT Manager, CapitaLand has an indirect interest in 469,044,775 Units (comprising approximately 34.0% of the Existing Units) as at the Latest Practicable Date. The CMT Manager itself holds 4,863,222 Units.

Save as disclosed above and based on information available to the CMT Manager as at the Latest Practicable Date, none of the Directors or the Substantial Unitholders have an interest, direct or indirect, in the Acquisition.

4.6 Directors’ Service Contracts No person is proposed to be appointed as a director of the CMT Manager in connection with the Acquisition, the Put and Call Option Agreement, the Sale and Purchase Agreement, the Joint Venture Agreement, the RCS Trust Deed or any other transaction contemplated in relation to the Acquisition.

5. METHOD OF PROPOSED FINANCING, PROFIT FORECAST AND PROFIT PROJECTION

5.1 The Financing Plan The CMT Manager intends to part finance the CMT RC Acquisition through long-term borrowings, and the balance initially, through the RC Bridge Loan. The RC Bridge Loan would be repaid with the proceeds to be raised from the Equity Fund Raising, which would be carried out at such time to be determined by the CMT Manager.

(i) Long-Term Borrowings For long-term borrowings, the CMT Manager intends to take an amount of between S$487.6 million (the “Proposed Long-Term Borrowing A”) and S$660.6 million (the “Proposed Long-Term Borrowing B”). The CMT Manager will determine the final quantum of the long-term borrowings, after having regard to market conditions and the structure of the Equity Fund Raising.

Out of the total long-term borrowings, approximately S$346.6 million will be taken at the RCS Trust level in the form of a secured term loan facility of up to five years (see paragraph 5.3 for further details on the loan facilities made available to the RCS Trust). For the balance amount of between S$141.0 million and S$314.0 million (the “Proposed CMT RC Bridge Debt”), the CMT Manager intends to initially draw down from the CMT Total Loan Facilities (as defined in paragraph 5.2 below), which will subsequently be converted into a long-term loan facility in February 2007 (see paragraph 5.2 for further details).

42 The CMT Manager’s proposed financing plan for CMT RC Acquisition is summarised as follows:

Source of Fund Details Long-Term Borrowings • long-term borrowings of between S$487.6 million and S$660.6 million of which,

(i) S$346.6 million will be taken at RCS Trust’s level; and

(ii) the balance amount of between S$141.0 million and S$314.0 million will be funded, initially, by the CMT Total Loan Facilities, which will subsequently be converted into a long-term loan facility in February 2007 RC Bridge Loan • range from approximately S$223.0 million to S$401.0 million, which will be repaid with the proceeds to be raised from the Equity Fund Raising

(ii) RC Bridge Loan The RC Bridge Loan would range from approximately S$223.0 million to S$401.0 million. This would be repaid with the proceeds to be raised from the Equity Fund Raising, which would be carried out at such time to be determined by the CMT Manager.

The CMT Manager will work with the Joint Lead Managers and Underwriters to determine the most appropriate time to launch the Equity Fund Raising, after having regard to market conditions, so as to ensure the success of the Equity Fund Raising. The CMT Manager will announce details of such Equity Fund Raising at the appropriate time.

5.2 CMT’s Loan Facilities CMT currently has a S$2.0 billion medium term note programme (“MTN Programme”) from Silver Maple Investment Corporation Ltd (“Silver Maple”), a special purpose company, of which S$1,093.0 million has been drawn down in five tranches, as summarised in the table below. To fund its loans to CMT, Silver Maple issued a mixture of fixed and floating rate notes with an aggregate face value of S$1,093.0 million, all of which are rated AAA by Fitch, Inc. and Standard & Poor’s and Aaa by Moody’s Investors Service (“Moody’s”).

Term Loan Term Commencement Maturity Tranche A: S$172.0 million 5-year February 2002 February 2007 (“Tranche A Term Loan”) Tranche B: S$125.0 million 7-year June 2003 June 2010 Tranche C: S$335.0 million 5-year August 2004 August 2009 Tranche D: S$433.0 million 7-year October 2005 October 2012 Tranche E: S$28.0 revolving credit loan million(“Tranche E RCF”)

CMT has a revolving credit facility of S$122.0 million (out of which S$28.0 million has been drawn down as shown in the table above) under the MTN Programme to fund its working capital and capital expenditure requirements. Any additional draw downs under this revolving credit facility are expected to be funded by Silver Maple through the issue of revolving credit notes.

43 In addition to the MTN Programme, CMT currently has two loan facilities amounting to S$300.0 million. As at the Latest Practicable Date, a sum of S$30.0 million (“Drawn Down Loan”) has been drawn down from these loan facilities to fund CMT’s asset enhancement works and finance the acquisition of the New Hougang Plaza Units.

The CMT Manager has also put in place an additional loan facility of S$450.0 million. The total loan facilities of S$750.0 million (“CMT Total Loan Facilities”) will be used to finance, among others, the RC Bridge Loan and the Proposed CMT RC Bridge Debt in connection with the CMT RC Acquisition.

The CMT Manager intends to convert both the Proposed CMT RC Bridge Debt and the Drawn Down Loan into a long-term loan facility under the MTN Programme in February 2007, together with the refinancing of the Tranche A Term Loan which is due for refinancing in February 2007.

5.3 Loan Facilities Available to the RCS Trust The following facilities have been made available to the RCS Trust: • a secured term loan of up to S$974.0 million to be funded from the proceeds of the issue of secured floating rate notes of up to S$974.0 million by a special purpose vehicle; • a bridge loan facility of up to S$974.0 million; and • a secured revolving credit facility of up to S$200.0 million.

5.4 CMT’s Gearing Level Based on CMT’s first quarter 2006 announcement, CMT has a Gearing Level of approximately 31.7% as at 31 March 2006. As at 1 June 2006, the adjusted Gearing Level of CMT is approximately 32.4% (“CMT Existing Gearing Level”), after taking into account the Drawn Down Loan and the net increase in aggregate valuation of the Existing Properties and the New Hougang Plaza Units as at 1 June 2006 (see paragraph 3.2.2 above).

As at 1 December 2005, the aggregate valuation of the Existing Properties was approximately S$3,365.0 million. Under the Property Funds Guidelines issued by the Monetary Authority of Singapore, where the CMT Manager proposes to carry out an equity fund raising exercise, a valuation of all the real estate assets of CMT is required, unless such assets have been valued not more than six months ago (based on the date of the valuation report). The valuations as of 1 June 2006 were procured because the date of the last valuation of the real estate assets of CMT was 1 December 2005.

As at 1 June 2006, Knight Frank Pte Ltd (“Knight Frank”) stated that the open market valuation of Plaza Singapura was approximately S$809.0 million, while CBRE stated that the aggregate open market valuation of the Existing Properties (except Plaza Singapura) was approximately S$2,617.7 million (see table below). The total aggregate valuation of the Existing Properties amounted to S$3,426.7 million as at 1 June 2006 which is approximately S$61.7 million higher than the aggregate valuation of the Existing Properties as at 1 December 2005.

44 Valuation Valuation (as at (as at 1 December 2005) 1 June 2006) Increase Property (S$’000) (S$’000) (S$’000) Tampines Mall 633,000 635,000 2,000 Junction 8 473,000 477,000 4,000 Funan 247,500 252,000 4,500 IMM Building 400,000 433,000 33,000 Plaza Singapura 803,000 809,000 6,000 Sembawang Shopping Centre 79,600 81,000 1,400 Hougang Plaza 44,300(1) 49,660(2) 5,360 Jurong Entertainment Centre 69,600 72,000 2,400 Bugis Junction 615,000 618,000 3,000 Aggregate for the Existing 3,365,000 3,426,660 61,660 Properties

Notes: (1) The valuation of S$44.3 million as at 1 December 2005 is attributed to 96.7% of the total share values in Hougang Plaza. (2) The valuation of S$49.7 million as at 1 June 2006 is based on 100.0% of the total share values in Hougang Plaza. The New Hougang Plaza Units were acquired in May 2006 and June 2006.

Based on CMT’s new Deposited Property of approximately S$4,343.8 million (see paragraph 3.2.2 above), CMT Existing Gearing Level is expected to increase from approximately 32.4% to between approximately 37.1% (if Proposed Long-Term Borrowing A is taken), and 41.1% (if Proposed Long-Term Borrowing B is taken). If the RC Bridge Loan is taken into account before the completion of the Equity Fund Raising, CMT’s Gearing Level would be approximately 46.3%.

5.5 CMT’s Corporate Rating Moody’s has assigned a corporate family rating of “A2” to CMT with a stable rating outlook in April 2006. In accordance with Moody’s global rating methodology for REITs and other commercial property firms, CMT’s market position, portfolio diversity, asset quality, debt to maturity profile, earnings growth and return on assets are consistent with a rating profile of “A” or better.

The Property Funds Guidelines also provide that the aggregate leverage5 of CMT may exceed 35.0% of the value of the Deposited Property of CMT (up to a maximum of 60.0%) if a credit rating of the REIT from Fitch, Inc., Moody’s or Standard & Poor’s is obtained and disclosed to the public.

5.6 Profit Forecast and Profit Projection Based on the proposed financing plan described under paragraph 5.1, the tables on the following pages summarise CMT’s forecast and projected consolidated statement of net income of the Existing Properties and CMT RC Interest for the Forecast Period and the Projection Year based on the following circumstances: (i) Scenario A: where the Proposed Long-Term Borrowing A of S$487.6 million is incurred by CMT to, among others, part finance the CMT RC Acquisition which will increase CMT’s

5 Aggregate leverage consists of the total borrowings and deferred payments.

45 Gearing Level to approximately 37.1%, and based on an illustrative Issue Price range of S$2.20 and S$2.50 per New Unit when the CMT Manager decides to conduct the Equity Fund Raising; and (ii) Scenario B: where the Proposed Long-Term Borrowing B of S$660.6 million is incurred by CMT to, among others, part finance the CMT RC Acquisition which will increase CMT’s Gearing Level to approximately 41.1%, and based on an illustrative Issue Price range of S$1.90 and S$2.20 per New Unit when the CMT Manager decides to conduct the Equity Fund Raising.

Under both scenarios, the forecast and projection are prepared based on the following assumptions: (i) the Acquisition is completed on 31 August 2006; (ii) 40.0% of the income from Raffles City accrues to CMT through the RCS Trust from 1 September 2006; (iii) CMT RCS Management Fee is paid in the form of Units; and (iv) New Units under the Equity Fund Raising are issued on 1 September 2006.

If the New Units under the Equity Fund Raising are issued on 1 January 2007 instead of the illustrated 1 September 2006, the impact on CMT’s annualised DPU for the Forecast Period is shown in the table below, assuming: (i) a bridge loan facility is used to part finance the CMT RC Acquisition until the New Units are issued under the Equity Fund Raising; and (ii) the interest rate for the Bridge Loan Facility is assumed at 4.20% per annum.

For instance, under Scenario A and based on an illustrative Issue Price of S$2.20 per New Unit, CMT’s annualised DPU is estimated to increase from 11.17 cents if the New Units are issued on 1 September 2006, to 11.43 cents if the New Units are issued on 1 January 2007. Under Scenario B and based on an illustrative Issue Price of S$1.90 per New Unit, CMT’s annualised DPU is estimated to increase from 11.16 cents if the New Units are issued on 1 September 2006, to 11.43 cents if the New Units are issued on 1 January 2007. With the bridge loan, CMT’s Gearing Level will increase to approximately 46.3% (see paragraph 5.4 above).

Impact of Change in New Units Issue Date on the Annualised DPU for Forecast Period (1 September 2006 – 31 December 2006) — Existing Properties and CMT RC Interest

DPU (cents) Assuming New Units Issue Date of New Units Issue Price 1 September 2006 1 January 2007 Scenario A: Proposed Long-Term Borrowing A of S$487.6 million S$2.20 11.17 11.43 S$2.50 11.34 11.43 Scenario B: Proposed Long-Term Borrowing B of S$660.6 million S$1.90 11.16 11.43 S$2.20 11.29 11.43

The forecast and projection on the following pages must be read together with the detailed Profit Forecast and Profit Projection as well as the accompanying assumptions and sensitivity analysis in Appendix 2 of this Circular, and the report of the Independent Accountants (who have examined the forecast and projection) in Appendix 3 of this Circular.

46 Scenario A1: Forecast and Projected Consolidated Statement of Net Income — Existing Properties and CMT RC Interest (CMT Gearing Level Increases to 37.1%, and New Units Issue Price of S$2.20 per Unit) Forecast Period Projection Year Existing Properties (1 September 2006 – 31 December 2006)(1) (Financial year ending 31 December 2007) Actual Forecast Existing CMT RC Existing CMT RC (S$’000) 2005(2) 2006(3) Properties(4) Interest Total(5) Properties Interest Total(5) Gross Revenue 243,087 300,282 99,962(6) 19,816 119,778 314,578 61,458 376,036 Property Operating Expenses (89,006) (104,387) (36,199) (5,598) (41,797) (109,031) (17,147) (126,178) Net Property Income 154,081 195,895 63,763 14,218 77,981 205,547 44,311 249,858 Interest Income 219 199 66 82 205 253 Trust Expenses (41,687) (57,466) (19,603) (28,623) (63,960) (90,591) Net Income after Financing Costs(7) 112,613 138,628 44,226 49,440 141,792 159,520 Share of Profit of Associate Company 4,400 4,930 1,643 1,643 4,930 4,930 Net Income 117,013 143,558 45,869 51,083 146,722 164,450 Adjustment for Non-Tax Deductible/(Chargeable) Items 9,769 9,563 3,181 5,198 9,639 15,463 Taxable Income Available for Distribution for the Year/Period(8) 126,782 153,121 49,050 56,281 156,361 179,913

Reconciliation from Taxable Income to Distributable Income for Unitholders

Distributed Income to Unitholders for the Period 1 January 2006 — 37,582 ———— – 31 March 2006 (Actual) based on 90% of Taxable Income Retained Taxable Income Forecast to be Included in the Distribution — 1,976 ———— for the Period 1 April 2006 – 31 August 2006 Retained Taxable Income Forecast to be Included in the Distribution — 2,200 2,200 2,200 —— for the Period 1 September 2006 – 31 December 2006 Taxable Income for the Period 1 April 2006 – 31 August 2006 — 62,313 ———— Taxable Income for the Period 1 September 2006 – 31 December 2006 — 49,050 49,050 56,281 —— 47 Total Distributable Income for the Year/Period 126,782 153,121 51,250 58,481 156,361 179,913 Units In Issue (’000)(9) 1,379,698 1,383,376 1,383,376 1,569,984 1,387,202 1,575,610 Distribution Per Unit (cents) — Distributable Income based on 100% of Taxable Income for the Year/Period 9.19 11.07 3.54 3.58 11.27 11.42 — Distributable Income Arising from Retained Taxable Income ——0.16 0.14 —— 9.19 11.07 3.70 3.72 11.27 11.42 Annualised Distribution Per Unit (cents) — Distributable Income based on 100% of Taxable Income for the Year/Period 9.19 11.07 10.63 10.75 11.27 11.42 — Distributable Income Arising from Retained Taxable Income ——0.48 0.42 —— 9.19 11.07 11.11 11.17 11.27 11.42 Notes: (1) The forecast DPU will vary to the extent that the New Units issued under the Equity Fund Raising are issued on a date other than 1 September 2006. (2) Bugis Junction and Jurong Entertainment Centre were acquired on 31 October 2005, Sembawang Shopping Centre was acquired on 10 June 2005, 92.4% and 4.3% of the total share values of Hougang Plaza were acquired in June 2005 and August 2005 respectively. These properties contributed to CMT’s revenue only from these dates. (3) Based on CMT’s actual results from 1 January 2006 to 31 March 2006 and the CMT Manager’s forecast of CMT’s results from 1 April 2006 to 31 December 2006. (4) Based on CMT Existing Gearing Level of approximately 32.4%. (5) Assuming that (i) approximately 182.3 million New Units are issued at an Issue Price of S$2.20 pursuant to the Equity Fund Raising; and (ii) additional borrowings of S$487.6 million are incurred by CMT to part finance the CMT RC Acquisition. (6) The New Hougang Plaza Units were acquired in May 2006 and June 2006, and contributed to CMT’s revenue only from these dates. (7) Income tax expense is nil. (8) Taxable income refers to taxable income on CMT (on a stand-alone basis) which is distributable in accordance with tax transparency ruling. (9) Inclusive of the CMT Manager’s forecast and projection of Units to be issued in payment of: (i) the Performance Component for the Existing Properties; (ii) the CMT RCS Management Fee; and (iii) the CMT RC Acquisition Fee. Scenario A2: Forecast and Projected Consolidated Statement of Net Income — Existing Properties and CMT RC Interest (CMT Gearing Level Increases to 37.1%, and New Units Issue Price of S$2.50 per Unit)

Forecast Period Projection Year Existing Properties (1 September 2006 – 31 December 2006)(1) (Financial year ending 31 December 2007) Actual Forecast Existing CMT RC Existing CMT RC (S$’000) 2005(2) 2006(3) Properties(4) Interest Total(5) Properties Interest Total(5) Gross Revenue 243,087 300,282 99,962(6) 19,816 119,778 314,578 61,458 376,036 Property Operating Expenses (89,006) (104,387) (36,199) (5,598) (41,797) (109,031) (17,147) (126,178) Net Property Income 154,081 195,895 63,763 14,218 77,981 205,547 44,311 249,858 Interest Income 219 199 66 82 205 253 Trust Expenses (41,687) (57,466) (19,603) (28,623) (63,960) (90,591) (7) Net Income after Financing Costs 112,613 138,628 44,226 49,440 141,792 159,520 Share of Profit of Associate Company 4,400 4,930 1,643 1,643 4,930 4,930 Net Income 117,013 143,558 45,869 51,083 146,722 164,450 Adjustment for Non-Tax Deductible/(Chargeable) Items 9,769 9,563 3,181 5,198 9,639 15,463 Taxable Income Available for Distribution for the Year/Period(8) 126,782 153,121 49,050 56,281 156,361 179,913

Reconciliation from Taxable Income to Distributable Income for Unitholders

Distributed Income to Unitholders for the Period 1 January 2006 — 37,582 ———— – 31 March 2006 (Actual) based on 90% of Taxable Income Retained Taxable Income Forecast to be Included in the Distribution — 1,976 ———— for the Period 1 April 2006 – 31 August 2006 Retained Taxable Income Forecast to be Included in the Distribution — 2,200 2,200 2,200 —— for the Period 1 September 2006 – 31 December 2006 48 Taxable Income for the Period 1 April 2006 – 31 August 2006 — 62,313 ———— Taxable Income for the Period 1 September 2006 – 31 December 2006 — 49,050 49,050 56,281 —— Total Distributable Income for the Year/Period 126,782 153,121 51,250 58,481 156,361 179,913 Units In Issue (’000)(9) 1,379,698 1,383,376 1,383,376 1,547,639 1,387,202 1,553,265 Distribution Per Unit (cents) — Distributable Income based on 100% of Taxable Income for the Year/Period 9.19 11.07 3.54 3.64 11.27 11.58 — Distributable Income Arising from Retained Taxable Income ——0.16 0.14 —— 9.19 11.07 3.70 3.78 11.27 11.58 Annualised Distribution Per Unit (cents) — Distributable Income based on 100% of Taxable Income for the Year/Period 9.19 11.07 10.63 10.91 11.27 11.58 — Distributable Income Arising from Retained Taxable Income ——0.48 0.43 —— 9.19 11.07 11.11 11.34 11.27 11.58 Notes: (1) The forecast DPU will vary to the extent that the New Units issued under the Equity Fund Raising are issued on a date other than 1 September 2006. (2) Bugis Junction and Jurong Entertainment Centre were acquired on 31 October 2005, Sembawang Shopping Centre was acquired on 10 June 2005, 92.4% and 4.3% of the total share values of Hougang Plaza were acquired in June 2005 and August 2005 respectively. These properties contributed to CMT’s revenue only from these dates. (3) Based on CMT’s actual results from 1 January 2006 to 31 March 2006 and the CMT Manager’s forecast of CMT’s results from 1 April 2006 to 31 December 2006. (4) Based on CMT Existing Gearing Level of approximately 32.4%. (5) Assuming that (i) approximately 160.4 million New Units are issued at an Issue Price of S$2.50 pursuant to the Equity Fund Raising; and (ii) additional borrowings of S$487.6 million are incurred by CMT to part finance the CMT RC Acquisition. (6) The New Hougang Plaza Units were acquired in May 2006 and June 2006, and contributed to CMT’s revenue only from these dates. (7) Income tax expense is nil. (8) Taxable income refers to taxable income on CMT (on a stand-alone basis) which is distributable in accordance with tax transparency ruling. (9) Inclusive of the CMT Manager’s forecast and projection of Units to be issued in payment of: (i) the Performance Component for the Existing Properties; (ii) the CMT RCS Management Fee; and (iii) the CMT RC Acquisition Fee. Scenario B1: Forecast and Projected Consolidated Statement of Net Income — Existing Properties and CMT RC Interest (CMT Gearing Level Increases to 41.1%, and New Units Issue Price of S$1.90 per Unit)

Forecast Period Projection Year Existing Properties (1 September 2006 – 31 December 2006)(1) (Financial year ending 31 December 2007) Actual Forecast Existing CMT RC Existing CMT RC (S$’000) 2005(2) 2006(3) Properties(4) Interest Total(5) Properties Interest Total(5) Gross Revenue 243,087 300,282 99,962(6) 19,816 119,778 314,578 61,458 376,036 Property Operating Expenses (89,006) (104,387) (36,199) (5,598) (41,797) (109,031) (17,147) (126,178) Net Property Income 154,081 195,895 63,763 14,218 77,981 205,547 44,311 249,858 Interest Income 219 199 66 85 205 263 Trust Expenses (41,687) (57,466) (19,603) (31,091) (63,960) (98,443) Net Income after Financing Costs(7) 112,613 138,628 44,226 46,975 141,792 151,678 Share of Profit of Associate Company 4,400 4,930 1,643 1,643 4,930 4,930 Net Income 117,013 143,558 45,869 48,618 146,722 156,608 Adjustment for Non-Tax Deductible/(Chargeable) Items 9,769 9,563 3,181 5,199 9,639 15,464 Taxable Income Available for Distribution for the Year/Period(8) 126,782 153,121 49,050 53,817 156,361 172,072

Reconciliation from Taxable Income to Distributable Income for Unitholders

49 for the Period 1 September 2006 – 31 December 2006 Taxable Income for the Period 1 April 2006 – 31 August 2006 — 62,313 ———— Taxable Income for the Period 1 September 2006 – 31 December 2006 — 49,050 49,050 53,817 —— Total Distributable Income for the Year/Period 126,782 153,121 51,250 56,017 156,361 172,072 Units In Issue (’000)(9) 1,379,698 1,383,376 1,383,376 1,505,702 1,387,202 1,511,328 Distribution Per Unit (cents) – Distributable Income based on 100% of Taxable Income for the Year/Period 9.19 11.07 3.54 3.57 11.27 11.39 – Distributable Income Arising from Retained Taxable Income ——0.16 0.15 —— 9.19 11.07 3.70 3.72 11.27 11.39 Annualised Distribution Per Unit (cents) – Distributable Income based on 100% of Taxable Income for the Year/Period 9.19 11.07 10.63 10.72 11.27 11.39 – Distributable Income Arising from Retained Taxable Income ——0.48 0.44 —— 9.19 11.07 11.11 11.16 11.27 11.39 Notes: (1) The forecast DPU will vary to the extent that the New Units issued under the Equity Fund Raising are issued on a date other than 1 September 2006. (2) Bugis Junction and Jurong Entertainment Centre were acquired on 31 October 2005, Sembawang Shopping Centre was acquired on 10 June 2005, 92.4% and 4.3% of the total share values of Hougang Plaza were acquired in June 2005 and August 2005 respectively. These properties contributed to CMT’s revenue only from these dates. (3) Based on CMT’s actual results from 1 January 2006 to 31 March 2006 and the CMT Manager’s forecast of CMT’s results from 1 April 2006 to 31 December 2006. (4) Based on CMT Existing Gearing Level of approximately 32.4%. (5) Assuming that (i) approximately 117.4 million New Units are issued at an Issue Price of S$1.90 pursuant to the Equity Fund Raising; and (ii) additional borrowings of S$660.6 million are incurred by CMT to part finance the CMT RC Acquisition. (6) The New Hougang Plaza Units were acquired in May 2006 and June 2006, and contribute to CMT’s revenue only from these dates. (7) Income tax expense is nil. (8) Taxable income refers to taxable income on CMT (on a stand-alone basis) which is distributable in accordance with tax transparency ruling. (9) Inclusive of the CMT Manager’s forecast and projection of Units to be issued in payment of: (i) the Performance Component for the Existing Properties; (ii) the CMT RCS Management Fee; and (iii) the CMT RC Acquisition Fee. Scenario B2: Forecast and Projected Consolidated Statement of Net Income — Existing Properties and CMT RC Interest (CMT Gearing Level Increases to 41.1%, and New Units Issue Price of S$2.20 per Unit)

Forecast Period Projection Year Existing Properties (1 September 2006 – 31 December 2006)(1) (Financial year ending 31 December 2007) Actual Forecast Existing CMT RC Existing CMT RC (S$’000) 2005(2) 2006(3) Properties(4) Interest Total(5) Properties Interest Total(5) Gross Revenue 243,087 300,282 99,962(6) 19,816 119,778 314,578 61,458 376,036 Property Operating Expenses (89,006) (104,387) (36,199) (5,598) (41,797) (109,031) (17,147) (126,178) Net Property Income 154,081 195,895 63,763 14,218 77,981 205,547 44,311 249,858 Interest Income 219 199 66 85 205 263 Trust Expenses (41,687) (57,466) (19,603) (31,091) (63,960) (98,443) Net Income after Financing Costs(7) 112,613 138,628 44,226 46,975 141,792 151,678 Share of Profit of Associate Company 4,400 4,930 1,643 1,643 4,930 4,930 Net Income 117,013 143,558 45,869 48,618 146,722 156,608 Adjustment for Non-Tax Deductible/(Chargeable) Items 9,769 9,563 3,181 5,199 9,639 15,464 Taxable Income Available for Distribution for the Year/Period(8) 126,782 153,121 49,050 53,817 156,361 172,072

Reconciliation from Taxable Income to Distributable Income for Unitholders

Distributed Income to Unitholders for the Period 1 January 2006 — 37,582 ———— – 31 March 2006 (Actual) based on 90% of Taxable Income Retained Taxable Income Forecast to be Included in the Distribution — 1,976 ———— for the Period 1 April 2006 – 31 August 2006 Retained Taxable Income Forecast to be Included in the Distribution — 2,200 2,200 2,200 —— 50 for the Period 1 September 2006 – 31 December 2006 Taxable Income for the Period 1 April 2006 – 31 August 2006 — 62,313 ———— Taxable Income for the Period 1 September 2006 – 31 December 2006 — 49,050 49,050 53,817 —— Total Distributable Income for the Year/Period 126,782 153,121 51,250 56,017 156,361 172,072 Units In Issue (’000)(9) 1,379,698 1,383,376 1,383,376 1,489,075 1,387,202 1,494,701 Distribution Per Unit (cents) — Distributable Income based on 100% of Taxable Income for the Year/Period 9.19 11.07 3.54 3.61 11.27 11.51 — Distributable Income Arising from Retained Taxable Income ——0.16 0.15 —— 9.19 11.07 3.70 3.76 11.27 11.51 Annualised Distribution Per Unit (cents) — Distributable Income based on 100% of Taxable Income for the Year/Period 9.19 11.07 10.63 10.85 11.27 11.51 — Distributable Income Arising from Retained Taxable Income ——0.48 0.44 —— 9.19 11.07 11.11 11.29 11.27 11.51 Notes: (1) The forecast DPU will vary to the extent that the New Units issued under the Equity Fund Raising are issued on a date other than 1 September 2006. (2) Bugis Junction and Jurong Entertainment Centre were acquired on 31 October 2005, Sembawang Shopping Centre was acquired on 10 June 2005, 92.4% and 4.3% of the total share values of Hougang Plaza were acquired in June 2005 and August 2005 respectively. These properties contributed to CMT’s revenue only from these dates. (3) Based on CMTs actual results from 1 January 2006 to 31 March 2006 and the CMT Manager’s forecast of CMT’s results from 1 April 2006 to 31 December 2006. (4) Based on CMT Existing Gearing Level of approximately 32.4%. (5) Assuming that (i) approximately 101.4 million New Units are issued at an Issue Price of S$2.20 pursuant to the Equity Fund Raising; and (ii) additional borrowings of S$660.6 million are incurred by CMT to part finance the CMT RC Acquisition. (6) The New Hougang Plaza Units were acquired in May 2006 and June 2006, and contribute to CMT’s revenue only from these dates. (7) Income tax expense is nil. (8) Taxable income refers to taxable income on CMT (on a stand-alone basis) which is distributable in accordance with tax transparency ruling. (9) Inclusive of the CMT Manager’s forecast and projection of Units to be issued in payment of: (i) the Performance Component for the Existing Properties; (ii) the CMT RCS Management Fee; and (iii) the CMT RC Acquisition Fee. 6. DETAILS OF THE PROPOSED EQUITY FUND RAISING

6.1 Structure The CMT Manager proposes to use the proceeds from the Equity Fund Raising, which is to be carried out at such time as the CMT Manager may decide, to repay the RC Bridge Loan which was used to part finance the CMT RC Acquisition, with the balance of the proceeds of the Equity Fund Raising to be utilised for CMT’s working capital purposes.

The structure and timing of the proposed Equity Fund Raising has not been determined. When the CMT Manager decides to carry out the Equity Fund Raising,

(i) the Equity Fund Raising may (at the CMT Manager’s absolute discretion) comprise any one or a combination of two or more of the following: (a) a preferential offering to the then Unitholders on a non-renounceable basis (the “Preferential Offering”), (b) an offering to the public in Singapore through automated teller machines (the “ATM Offering”), (c) a placement to institutional and other investors (the “Private Placement”), and/or (d) such other forms of capital raising (including, for the purpose of illustration and without limitation, a rights issue to Unitholders and an issue of convertible bonds) which the CMT Manager deems appropriate in the circumstances and after having considered the then prevailing market conditions; and (ii) the CMT Manager may issue such number of New Units (including securities which may be converted into Units) so as to raise gross proceeds of up to an aggregate of S$420.0 million.

The CMT Manager will work with the Joint Lead Managers and Underwriters to determine the most appropriate structure of the Equity Fund Raising, as well as the most appropriate time to launch the Equity Fund Raising.

The Issue Price of New Units to be issued under the Equity Fund Raising will be determined between the CMT Manager and the Joint Lead Managers and Underwriters closer to the date of commencement of the Equity Fund Raising. The actual number of New Units to be issued under the Equity Fund Raising will depend on the Issue Price.

The information contained in this paragraph is subject to change. When the CMT Manager finalises its plans in relation to the Equity Fund Raising, it will make an announcement in relation to such details at the appropriate time.

6.2 Additional Information on the Private Placement to Substantial Unitholders The CMT Manager has obtained a general waiver from the SGX-ST from the requirement under Rule 812 of the Listing Manual for the issue of New Units under the Equity Fund Raising to each of The Capital Group Companies, Inc. (the “Capital Group”) and the Fairprice Group6, being Substantial Unitholders, where the New Units proposed to be placed to each such Substantial Unitholder is no more than what would be required to maintain their respective proportionate unitholdings in percentage terms at its pre-placement level as at the Latest Practicable Date. Subject to the said restriction and to the requirement that the CMT Manager certifies it is independent of each such placee, the Joint Lead Managers and Underwriters may place New Units to each of the Capital Group and the Fairprice Group under the Private Placement. In such an event, an announcement thereof will be made by CMT.

6 The interest of NTUC Fairprice Co-operative Limited (“Fairprice”) in the Units comprises a direct interest in 71,070,000 Units and a deemed interest in 25,330,000 Units held by a wholly owned subsidiary, Alphaplus Investments Pte. Ltd. (“AIPL” and together with Fairprice, shall be known as the “Fairprice Group”). The approvals sought by the CMT Manager comprise the proposed placement of New Units to each of Fairprice and AIPL.

51 The general waiver was obtained on the basis that Substantial Unitholders should not be treated differently from any other Unitholder and should be given the same opportunities to apply for such number of Units under an equity fund raising exercise as are required to maintain their pre-placement percentage unitholdings in CMT.

As at the Latest Practicable Date, the Substantial Unitholders of CMT and their unitholdings are as follows:

Unitholdings as at the Latest Practicable Date Name Number of Units % Capital Group 84,262,700 6.1

Fairprice Group — Direct 71,070,000 5.1 — Deemed (held by AIPL) 25,330,000 1.8 — Total Interest 96,400,000 6.9

6.3 Costs of the Equity Fund Raising When the CMT Manager decides to carry out the Equity Fund Raising, the CMT Manager estimates that CMT will have to bear the following costs and expenses: (i) up to S$6.7 million7 estimated to be the underwriting and selling commissions and related expenses payable to the Joint Lead Managers and Underwriters in relation to the Equity Fund Raising; and (ii) up to S$3.8 million8 estimated to be the professional and other fees and expenses to be incurred by CMT in connection with the Equity Fund Raising.

6.4 Use of Proceeds The net proceeds of the Equity Fund Raising will be utilised to repay the RC Bridge Loan, with the balance of the proceeds of the Equity Fund Raising to be utilised for CMT’s working capital purposes.

6.5 Underwriting by the Joint Lead Managers and the Underwriters Save for any New Units under the Equity Fund Raising which the CapitaLand Group may subscribe, the Equity Fund Raising will be underwritten by the Joint Lead Managers and Underwriters.

6.6 Consequential Adjustment to the Distribution Period When the CMT Manager decides to carry out the Equity Fund Raising, the CMT Manager may decide to make adjustments to the distribution period which may include, among others, a cumulative distribution or an advance distribution, or such other plans to ensure fairness to holders of the then existing Units.

Further details pertaining to any adjustments to the distribution period, if any, will be announced at the appropriate time.

7 The actual figure will depend on the final gross proceeds raised under the Equity Fund Raising. 8 This figure includes financial advisory fees, legal fees, fees for the Independent Accountants, the Independent Valuers, the IFA and other professional fees and related expenses.

52 7. THE PROPOSED PLACEMENT TO THE CAPITALAND GROUP

7.1 Proposed CapitaLand Group Placement The CMT Manager may issue New Units to the CapitaLand Group as part of the Equity Fund Raising. To show its commitment to CMT, the CapitaLand Group may subscribe, up to such number of New Units under the Equity Fund Raising so as to maintain its pre-placement unitholding, in percentage terms. However, depending on the level of demand for New Units by other investors under the Equity Fund Raising, the CapitaLand Group may decide to allow its unitholding in CMT, in percentage terms, to be diluted as a result of the issue of New Units under the Equity Fund Raising.

Under Rule 812(1) of the Listing Manual, the approval of Unitholders by way of Ordinary Resolution is required for placement of New Units to the CapitaLand Group. This is because CapitaLand and its subsidiaries are related parties of the CMT Manager, being a wholly owned subsidiary of CapitaLand. The CapitaLand Group and each of its associates, including the CMT Manager, are prohibited from voting on the resolution to permit such a placement of New Units.

A placement of New Units to CapitaLand (as a controlling Unitholder) would also constitute an interested person transaction under Chapter 9 of the Listing Manual. If New Units are placed to the CapitaLand Group in such numbers as to maintain its pre-placement unitholdings, in percentage terms, there is a possibility (depending on the actual Issue Price) that the value of New Units placed to the CapitaLand Group exceeds 5.0% of the value of CMT’s latest audited NTA. In such circumstances, Rule 906 of the Listing Manual also requires Unitholders’ approval for placement of New Units to the CapitaLand Group.

7.2 Rationale for Placement to the CapitaLand Group The CMT Manager believes that the size of the unitholdings of the CapitaLand Group provides a degree of stability to CMT as an investment vehicle. Allowing New Units to be placed to the CapitaLand Group would help to maintain such stability, which ultimately is of benefit to all Unitholders.

Further, the CMT Manager is of the view that the CapitaLand Group should not be treated differently from any other Unitholder, and should be given the opportunity to apply for additional New Units should the Equity Fund Raising include the Private Placement. This would allow the CapitaLand Group to maintain its pre-placement unitholding, in percentage terms, in CMT since other Unitholders may also apply for additional New Units under the Private Placement, if any. Also, the ability for the Joint Lead Managers and Underwriters to place New Units to the CapitaLand Group would enhance investors’ confidence in CMT and provide a higher degree of certainty for the successful completion of the Equity Fund Raising.

8. THE PROPOSED PLACEMENT TO THE DIRECTORS

8.1 Placement to the Directors The CMT Manager is seeking Unitholders’ approval for the placement of New Units under the Equity Fund Raising to each of the Directors and his immediate family members who hold Units so as to maintain his pre-placement unitholding, in percentage terms.

The SGX-ST has granted a waiver from the requirements under Rule 812(1) of the Listing Manual so that each of the Directors and their immediate family members can accept in full his provisional allocation of New Units under the Private Placement as well as to apply for New Units under the ATM Offering.

53 Under Rule 812(2) of the Listing Manual, the approval of Unitholders by way of Ordinary Resolution is required for placement of New Units to a Director and his immediate family members under the Private Placement.

8.2 Rationale for Placement to the Directors The CMT Manager is of the view that a Director and his immediate family members should not be treated differently from any other Unitholder, and should be given the opportunity to apply for additional New Units should the Equity Fund Raising include the Private Placement, if any, since the other unitholders may also apply for additional New Units under the Private Placement, if any.

9. THE PROPOSED CMT MANAGER FEES SUPPLEMENT TO THE TRUST DEED

9.1 Proposed CMT Manager Fees Supplement to the Trust Deed The fees that the CMT Manager is presently entitled to under the Trust Deed generally relate to Real Estate which is owned, acquired or divested by CMT. The CMT Manager proposes to supplement the Trust Deed for the purpose of updating the fee structure of the CMT Manager to cover all forms of Authorised Investments.

(See Appendix 8 of this Circular for the proposed form of the CMT Manager Fees Supplement.)

9.2 Proposed Amendment to the Trust Deed to Update the Fee Structure of the CMT Manager The fees that the CMT Manager is presently entitled to under the Trust Deed generally relate to Real Estate which is owned, acquired or divested by CMT, being: (i) the Management Fee comprising the Base Component of 0.25% per annum of the Property Value of CMT and the Performance Component of 2.85% of the Gross Revenue of CMT; (ii) the Acquisition Fee of 1.00% of the purchase price (after deducting the interest of any co-owner or co-participant) of any Real Estate acquired from time to time by CMT; and (iii) the Divestment Fee of 0.50% of the sale price (after deducting the interest of any co-owner or co-participant) of any Real Estate sold or divested from time to time by CMT.

The CMT Manager proposes to supplement the Trust Deed for the purpose of updating the fee structure of the CMT Manager to cover all forms of Authorised Investments. The CMT Manager is therefore proposing that its fee structure be amended as follows: (i) in relation to CMT’s Authorised Investments which are in the form of Real Estate, the CMT Manager is proposing that the formula for the calculation of the Base Component be based on the Deposited Property of CMT instead of Property Value as under the existing Management Fee structure. The formula for calculation of Performance Component in relation to such Authorised Investments would remain the same. In summary, the proposed new formula for Management Fee in relation to CMT’s Authorised Investments which are in the form of Real Estate, is 0.25% per annum of the Deposited Property of CMT and 2.85% of the Gross Revenue of CMT; (ii) in relation to CMT’s Authorised Investments which are not in the form of Real Estate, the CMT Manager is proposing that the formula for the calculation of the Management Fee be based on 0.50% per annum of the investment value of such investments;

54 (iii) in relation to the Acquisition Fee, the CMT Manager is proposing to base it on up to 1.00% of the purchase price (after deducting the interest of any co-owner or co-participant) of any Authorised Investments acquired from time to time by CMT; and (iv) in relation to the Divestment Fee, the CMT Manager is proposing to base it on up to 0.50% of the sale price (after deducting the interest of any co-owner or co-participant) of any Authorised Investments sold or divested from time to time by CMT.

9.3 Rationale for the Proposed Amendment to Trust Deed to Update the Fee Structure of the CMT Manager The CMT Manager observes that as the Singapore REIT market develops, REITs may diversify their investment portfolio beyond traditional real property into other investments, such as real estate-related assets, debt securities, listed shares, government securities, and cash and cash equivalent items, as permitted by the Property Funds Guidelines. The CMT Manager therefore believes that updating its fee structure would more closely align the interest of the CMT Manager with the interest of CMT and its Unitholders, better align the CMT Manager’s fee structure with current market practice and increase the flexibility of CMT in terms of investment opportunities.

For the purpose of good corporate governance, the CMT Manager will not charge any Management Fee in relation to Authorised Investments which are wholly managed by a wholly owned subsidiary of CapitaLand in order to avoid any double-charging of fees by the CapitaLand Group in relation to such investments.

9.4 Proposed Amendment to Trust Deed to allow CMT Manager to receive Management Fee wholly in Units or wholly in cash or in a combination of both Currently, under the Trust Deed, the CMT Manager is entitled to receive the Management Fee comprising a Base Component (which is paid in cash) and a Performance Component. The CMT Manager is entitled to receive the Performance Component in respect of Tampines Mall, Junction 8 and Funan in the form of Units issued at the CMT initial public offering Issue Price (“IPO Price”) (unless the volume weighted average traded price for a Unit for all trades on the SGX-ST in the ordinary course of trading on the SGX-ST for the last 10 business days9 of the relevant period in which the Management Fee accrues (“10 Day VWAP”) is $2.00 or more per Unit, in which event the Units to be issued to the CMT Manager shall be at the issue price of a 25.0% discount from the 10 Day VWAP (the “Discount Issue Price”)) for a period of 60 months after the Listing Date (as defined herein), after which payment of the Performance Component will be in the form of cash.

The Performance Component in respect of IMM Building is payable in the form of cash. The CMT Manager is entitled to receive the payment of the Performance Component in respect of Plaza Singapura, Sembawang Shopping Centre, Hougang Plaza, Bugis Junction and Jurong Entertainment Centre in the form of cash or Units issued at the 10 Day VWAP (as the CMT Manager may elect, such election to be irrevocable and made prior to the first payment of the Performance Component immediately following the acquisition of the properties), for the period commencing on the day falling 60 months after the Listing Date, after which payment of the Performance Component will be in the form of cash. The table below sets out the current payment mode for the Performance Component.

9 “Business Day” means any day (other than a Saturday or Sunday) on which commercial banks are open for business in Singapore and the SGX-ST is open for trading.

55 Current Payment Mode for Performance Component After 60 months of Within 60 months of Listing Date Listing Date Cash or Units issued at the Units issued at 10 Day VWAP the IPO Price (at the election or Discount of the CMT Property Issue Price Cash Manager) Cash Tampines Mall ߛߛ Junction 8 ߛߛ Funan ߛߛ IMM Building ߛߛ Plaza Singapura ߛ(1) ߛ Sembawang Shopping ߛ(1) ߛ Centre Hougang Plaza ߛ(1) ߛ Jurong Entertainment ߛ(1) ߛ Centre Bugis Junction ߛ(1) ߛ

Note: (1) The CMT Manager has elected for payment in Units.

The CMT Manager proposes to supplement the Trust Deed for the purpose of providing the CMT Manager the flexibility to receive, at its election, its Management Fees wholly in Units, or wholly in cash, or in a combination of both, save that in respect of Tampines Mall, Junction 8 and Funan, such flexibility shall be available only for the period commencing on the day falling 60 months after the date CMT was first listed on the SGX-ST (being 17 July 2002, the “Listing Date”).

The CMT Manager is seeking Unitholders’ approval to supplement the Trust Deed with the CMT Manager Fees Supplement.

9.5 Rationale for Proposed Amendment to Trust Deed to allow the CMT Manager to receive Management Fee wholly in Units or wholly in cash or in a combination of both The CMT Manager believes that the proposed amendment as mentioned in paragraph 9.4 is beneficial to Unitholders for the following reasons:

9.5.1 the CMT Manager will have the added flexibility in the structuring of the payment of its Management Fee to be in line with its pro-active asset and retail management strategy so as to generate sustainable growth for Unitholders. Such flexibility will allow the CMT Manager to mitigate any potential revenue loss during the period when it carries out various asset enhancement initiatives to enhance the performance of the CMT portfolio. This will help the CMT Manager to deliver optimal returns for Unitholders while it continuously seeks out value-adding opportunities to improve the value of the CMT portfolio; and

9.5.2 to the extent that the CMT Manager chooses to receive the Management Fee in the form of Units, the CMT Manager’s interest will be further aligned with those of the Unitholders.

56 9.6 Recent Amendment to Trust Deed The CMT Manager wishes to inform Unitholders that a ninth supplemental trust deed was entered into by the CMT Manager and the CMT Trustee on 20 April 2006 (the “Ninth Supplemental Trust Deed”).

The Ninth Supplemental Trust Deed was entered into for the purpose of, among others, to: 9.6.1 reflect the revocation by the MAS of certain restrictions in the Trust Deed relating to the issue of Units; 9.6.2 provide for the removal of the CMT Manager by way of a resolution passed by a simple majority of Unitholders present and voting at a general meeting, with no Unitholders being disenfranchised pursuant to paragraph 4 of the Property Funds Guidelines issued on 20 October 2005; and 9.6.3 amend the requirements for the convening of a meeting of Unitholders, pursuant to paragraph 4 of the Property Funds Guidelines issued on 20 October 2005.

The Trust Deed provides that the CMT Trustee and the CMT Manager may modify the Trust Deed without prior Unitholders’ approval if the CMT Trustee certifies in writing that in its opinion such modification: (i) does not operate to release to any material extent the CMT Trustee or the CMT Manager from any responsibility to the Unitholders; (ii) is necessary in order to comply with applicable fiscal, statutory or official requirements (whether or not having the force of law); or (iii) is made to correct a manifest error.

Such a certification was provided by the CMT Trustee in writing in the Ninth Supplemental Trust Deed.

The CMT Manager also intends to amend the Trust Deed to allow CMT to borrow and raise moneys through treasury companies.

The above disclosures are provided by the CMT Manager as a matter of good corporate governance.

10. RECOMMENDATIONS

10.1 On the Acquisition and the RCS Management Fee Supplement to the Trust Deed Based on the opinion of the IFA (as set out in the IFA Letter in Appendix 5 of this Circular), and the rationale for the RCS Management Fee Supplement set out in paragraph 2.5.2 above, Mr Hsuan Owyang, Mr James Glen Service and Mr David Wong Chin Huat, being the Independent Directors, believe that the Acquisition, the entry into the Joint Venture Agreement, the constitution of the RCS Trust and the proposed RCS Management Fee Supplement to the Trust Deed as described in paragraphs 2, 3 and 4 are based on normal commercial terms and would not be prejudicial to the interests of CMT and Unitholders. Accordingly, the Independent Directors recommend that Unitholders vote in favour of the resolution to approve the Acquisition together with the RCS Management Fee Supplement.

10.2 On the Proposed Issue of New Units Given the current conditions in the Singapore stock market and the borrowing limit imposed by MAS on property funds such as CMT, the Directors consider the Equity Fund Raising to be one possible option of optimising CMT’s capital structure.

57 Accordingly, the Directors recommend that Unitholders vote in favour of the resolution to approve the proposed issue of New Units, so as to raise gross proceeds of up to an aggregate of S$420.0 million.

10.3 On the Proposed Placement to the CapitaLand Group Having regard to the rationale for the placement of New Units to the CapitaLand Group set out in paragraph 7.2 above, the Independent Directors are of the opinion that such a placement of New Units as part of the Equity Fund Raising to the CapitaLand Group would be on normal commercial terms and would not be prejudicial to the interests of CMT or its minority Unitholders. Accordingly, they recommend that Unitholders vote in favour of the resolution to permit the placement of New Units as part of the Equity Fund Raising to the CapitaLand Group as described in paragraph 7.1 above.

10.4 On the Proposed Placement to the Directors Having regard to the rationale for the placement of New Units to the Directors and their immediate family members set out in paragraph 8.2 above, the Independent Directors are of the opinion that such a placement of New Units as part of the Equity Fund Raising to the Directors and their immediate family members would be on normal commercial terms and would not be prejudicial to the interests of CMT or its minority Unitholders. Accordingly, they recommend that Unitholders vote in favour of the resolution to permit the placement of New Units as part of the Equity Fund Raising to the Directors and their immediate family members as described in paragraph 8.1 above.

10.5 On the Proposed CMT Manager Fees Supplement to the Trust Deed Based on the rationale for the CMT Manager Fees Supplement set out in paragraphs 9.3 and 9.5 above, the Independent Directors are of the opinion that the CMT Manager Fees Supplement would be on normal commercial terms and would not be prejudicial to the interests of CMT or its minority Unitholders. Accordingly they recommend that Unitholders vote in favour of the resolution to supplement the Trust Deed as described in paragraph 9.1 above.

11. EXTRAORDINARY GENERAL MEETING The EGM will be held at 1.00 p.m. on 13 July 2006 at 168 Robinson Road, Capital Tower Level 9, STI Auditorium, Singapore 068912, for the purpose of considering and, if thought fit, passing with or without modification, the resolutions set out in the Notice of EGM, which is set out on pages 180 to 181 of this Circular. The purpose of this Circular is to provide Unitholders with relevant information about each of these resolutions. Approval by way of an Extraordinary Resolution of Unitholders is required in respect of the resolutions relating to the Acquisition together with the RCS Management Fee Supplement, the Equity Fund Raising and the CMT Manager Fees Supplement, while approval by way of an Ordinary Resolution of Unitholders is required in respect of the resolutions relating to the CapitaLand Group Placement and the Directors Placement.

A Depositor shall not be regarded as a Unitholder entitled to attend the EGM and to speak and vote thereat unless he is shown to have Units entered against his name in the Depository Register, as certified by CDP as at 48 hours before the EGM.

Unitholders should note that the proceeds of the Equity Fund Raising are intended to repay the RC Bridge Loan, with the balance of the proceeds to be utilised for CMT’s working capital purposes. CMT will not proceed with the Equity Fund Raising in the event that Unitholders’ approval of the Acquisition is not obtained. As such, the Equity Fund Raising is subject to and conditional upon Unitholders’ approval of the Acquisition.

58 12. ABSTENTIONS FROM VOTING 12.1 Relationship between CapitaLand, Albert Complex, Pyramex, Premier and the CMT Manager Through Albert Complex, Pyramex, Premier and the CMT Manager, CapitaLand has an indirect interest in 469,044,775 Units, comprising approximately 34.0% of the Existing Units, as at the Latest Practicable Date.

12.2 Undertakings to Abstain from Voting Given that CapitaLand has, through RHL, an indirect interest of 45.0% in TPPL (the vendor of Raffles City), CapitaLand has undertaken that it will abstain, and will ensure that Albert Complex, Pyramex and Premier will abstain, from voting on the resolution relating to the Acquisition together with the RCS Management Fee Supplement. Being a wholly owned subsidiary of CapitaLand, the CMT Manager has also undertaken to abstain from voting on the resolution relating to the Acquisition together with the RCS Management Fee Supplement. Further, CapitaLand has undertaken that it will abstain, and will ensure that Albert Complex, Pyramex and Premier will abstain, from voting on the resolution relating to the CapitaLand Group Placement and the Directors Placement. The CMT Manager has also undertaken to abstain from voting on the resolution relating to the CapitaLand Group Placement and the Directors Placement. The Directors who have interests in the Units will also abstain from voting on the resolution relating to the Directors Placement. Given that the CMT Manager Fees Supplement directly affects the form of payment received by the CMT Manager in relation to the Management Fee, the Acquisition Fee and the Divestment Fee, the CMT Manager has undertaken to abstain from voting on the resolution relating to the CMT Manager Fees Supplement. CapitaLand has also undertaken that it will abstain, and will ensure that Albert Complex, Pyramex and Premier will abstain, from voting on the resolution relating to the CMT Manager Fees Supplement.

13. ACTION TO BE TAKEN BY UNITHOLDERS Unitholders will find enclosed in this Circular the Notice of EGM and a Proxy Form. If a Unitholder is unable to attend the EGM and wishes to appoint a proxy to attend and vote on his behalf, he should complete, sign and return the enclosed Proxy Form in accordance with the instructions printed thereon as soon as possible and, in any event, so as to reach the CMT Manager’s registered office at 39 Robinson Road, #18-01 Robinson Point, Singapore 068911 not later than 1.00 p.m. on 11 July 2006, being 48 hours before the time fixed for the EGM. The completion and return of the Proxy Form by a Unitholder will not prevent him from attending and voting in person at the EGM if he so wishes. Persons who have an interest in the approval of one or more of the resolutions must decline to accept appointment as proxies unless the Unitholder concerned has specific instructions in his Proxy Form as to the manner in which his votes are to be cast in respect of such resolutions.

14. DIRECTORS’ RESPONSIBILITY STATEMENT The Directors collectively and individually accept responsibility for the accuracy of the information given in this Circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, the facts stated and opinions expressed in this Circular are fair and accurate in all material respects as at the date of this Circular and there are no material facts the omission of which would make any statement in this Circular misleading in any material respect. Where information has been extracted or reproduced from published or otherwise publicly available sources, the sole responsibility of the Directors has been to ensure through reasonable enquiries that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this Circular. The forecast and projected consolidated financial information set out in paragraph 5.6 above and in Appendix 2 of this Circular have been stated by the Directors after due and careful enquiry.

59 15. JOINT LEAD MANAGERS AND UNDERWRITERS’ RESPONSIBILITY STATEMENT The Joint Lead Managers and Underwriters confirm that, having made all reasonable enquiries and to the best of their knowledge and belief, based on information made available by the CMT Manager, the information about the Equity Fund Raising contained in paragraphs 6.1, 6.2 and 6.5 above constitutes true disclosure of all material facts about the Equity Fund Raising as at the date of this Circular, and that there are no material facts, the omission of which would make any statement about the Equity Fund Raising contained in the said paragraphs misleading in any material respect as at the date of this Circular.

16. CONSENTS Each of the Independent Accountants, the Independent Valuers, the Independent Property Consultant and the IFA has given and has not withdrawn its written consent to the issue of this Circular with the inclusion of its name and, respectively, the Independent Accountants’ Report on the Profit Forecast and Profit Projection, the Valuation Certificates, the Singapore Property Market Review and the IFA Letter, and all references thereto, in the form and context in which they are included in this Circular.

17. DOCUMENTS ON DISPLAY Copies of the following documents are available for inspection during normal business hours at the registered office of the CMT Manager10 at 39 Robinson Road, #18-01 Robinson Point, Singapore 068911 from the date of this Circular up to and including the date falling three months after the date of this Circular: • the full valuation report on Raffles City issued by CBRE; • the full valuation report on Raffles City issued by JLL; • the Singapore Property Market Review prepared by the Independent Property Consultant; • the Collaboration Agreement; • the Put and Call Option Agreement; • the Sale and Purchase Agreement; • the RCS Trust Deed (in agreed form); • the Independent Accountants’ Report on the Profit Forecast and Profit Projection; • the IFA Letter; • the CMT Audited Financial Statements; and • the written consents of each of the Independent Accountants, the Independent Property Consultant, the Independent Valuers and the IFA.

The Trust Deed will also be available for inspection at the registered office of the CMT Manager for as long as CMT is in existence.

Yours faithfully

CapitaMall Trust Management Limited Company Registration No. 200106159R (as manager of CapitaMall Trust)

Hsuan Owyang Chairman

10 Prior appointment will be appreciated.

60 IMPORTANT NOTICE

The value of Units and the income derived from them may fall as well as rise. Units are not obligations of, deposits in, or guaranteed by, the CMT Manager or any of its affiliates. An investment in Units is subject to investment risks, including the possible loss of the principal amount invested.

Investors have no right to request the CMT Manager to redeem their Units while the Units are listed. It is intended that Unitholders may only deal in their Units through trading on the SGX-ST. Listing of the Units on the SGX-ST does not guarantee a liquid market for the Units.

The past performance of CMT is not necessarily indicative of the future performance of CMT.

This Circular may contain forward-looking statements that involve risks and uncertainties. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements as a result of a number of risks, uncertainties and assumptions. Representative examples of these factors include (without limitation) general industry and economic conditions, interest rate trends, cost of capital and capital availability, competition from similar developments, shifts in expected levels of property rental income, changes in operating expenses (including employee wages, benefits and training costs), property expenses and governmental and public policy changes. You are cautioned not to place undue reliance on these forward-looking statements, which are based on the CMT Manager’s current view of future events. All forecasts are based on a specified range of issue prices per Unit and on the CMT Manager’s assumptions as explained in Appendix 2 of this Circular. Such yields will vary accordingly for investors who purchase Units in the secondary market at a market price higher or lower than the issue price range specified in this Circular. The major assumptions are certain expected levels of property rental income and property expenses over the relevant periods, which are considered by the CMT Manager to be appropriate and reasonable as at the date of this Circular. The forecast financial performance of CMT is not guaranteed and there is no certainty that it can be achieved. Investors should read the whole of this Circular for details of the forecasts and projections and consider the assumptions used and make their own assessment of the future performance of CMT.

If you have sold or transferred all your Units, you should immediately forward this Circular, together with the Notice of Extraordinary General Meeting and the accompanying Proxy Form, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.

This Circular is not for distribution, directly or indirectly, in or into the United States. It is not an offer of securities for sale into the United States. The Units may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the United States Securities Act of 1933 (as amended) and the rules and regulations of the United States Securities and Exchange Commission) unless they are registered or exempt from registration. There will be no public offer of securities in the United States.

61 GLOSSARY

In this Circular, the following definitions apply throughout unless otherwise stated:

10 Day VWAP : The volume weighted average traded price for a Unit for all trades on the SGX-ST in the ordinary course of trading on the SGX-ST for the period of 10 business days immediately preceding the relevant business day

Acquisition : The proposed joint acquisition of Raffles City by CMT and CCT, through the RCS Trust

Acquisition Fee : The acquisition fee payable to the CMT Manager under the Trust Deed

AIPL : Alphaplus Investments Pte. Ltd.

Albert Complex : Albert Complex Pte Ltd

ATM Offering : The offering to the public in Singapore through automated teller machines under the Equity Fund Raising

Audit Committee : The audit committee of the CMT Manager

Authorised Investments : (i) Real Estate, whether freehold, leasehold and/or held as joint owner, and whether in or outside Singapore. In respect of investments in Singapore, the Trust must comply with the provisions of the Residential Property Act; (ii) any improvement or extension of or addition to or reconstruction or renovation or other development of any Real Estate or any building thereon; (iii) Real Estate Related Assets, wherever the issuers/ assets/securities are incorporated/located/issued/traded; (iv) listed or unlisted debt securities and listed shares of or issued by local or foreign non-property companies; (v) Government securities (issued on behalf of the Singapore Government or governments of other countries) and securities issued by a supra-national agency or a Singapore statutory board; (vi) Cash and Cash Equivalent Items; (vii) financial derivatives only for the purposes of (a) hedging existing positions in the Trust’s portfolio where there is a strong correlation to the underlying investments or (b) tactical asset allocation or efficient portfolio management, provided that derivatives are not used to gear the overall portfolio of the Trust; and (viii) any other investment not covered by paragraph (i) to (vii) of this definition but specified as a permissible investment in the Guidelines for Property Trusts and selected by the Manager for investment by the Trust and approved by the Trustee

62 Base Component : The base component of the Management Fee, being 0.25% per annum of the Property Value

BHG : BHG (Singapore) Pte. Ltd. (formerly known as Seiyu (Singapore) Private Limited)

Capital Group : The Capital Group Companies, Inc.

CapitaLand : CapitaLand Limited

CapitaLand Group : CapitaLand and its subsidiaries (including the CMT Manager)

CapitaLand Group : The proposed placement of New Units to the CapitaLand Placement Group as part of the proposed Equity Fund Raising

CBD : Central Business District

CBRE : CB Richard Ellis (Pte) Ltd

CCT : CapitaCommercial Trust

CCT Management : Persons appointed by CCT as members of the Management Committee Members Committee

CCT Manager : CapitaCommercial Trust Management Limited, as manager of CCT

CCT Property Manager : CapitaLand Commercial Management Pte. Ltd.

CCT RC Interest : CCT’s 60.0% interest in Raffles City which is held through the RCS Trust

CCT RCS Manager Fee : Comprising the RCS Management Fee, the RCS Acquisition Fee and the RCS Divestment Fee payable to the CCT Manager, pro-rated in accordance with CCT RC interest

CCT Trustee : HSBC Institutional Trust Services (Singapore) Limited, as trustee of CCT

CDP : The Central Depository (Pte) Limited

Circular : The CMT unitholder circular dated 26 June 2006

CMT : CapitaMall Trust

CMT Audited Financial : The audited financial statements of CMT and its associate for Statements the financial year ended 31 December 2005

CMT Existing Gearing Level : CMT’s adjusted Gearing Level of 32.4% as at 1 June 2006, after taking into account the Drawn Down Loan and the increase in aggregate valuation of the Existing Properties and the New Hougang Plaza Units as at 1 June 2006

CMT Management : Persons appointed by CMT as members of the Management Committee Members Committee

CMT Manager : CapitaMall Trust Management Limited, as manager of CMT

63 CMT Manager Fees : The proposed amendment to the Trust Deed for the purpose of Supplement rationalising the mode and basis of payment of the management fee, the acquisition fee and divestment fee payable to the CMT Manager under the Trust Deed

CMT Property Manager : CapitaLand Retail Management Pte Ltd

CMT RC Acquisition : CMT’s acquisition of a 40.0% interest in Raffles City which is held through the RCS Trust

CMT RC Acquisition Fee : The acquisition fee of S$8.7 million (being 1.00% of the Total Purchase Consideration and pro-rated in accordance with CMT RC Interest), payable to the CMT Manager for the Acquisition

CMT RC Interest : CMT’s 40.0% interest in Raffles City which is held through the RCS Trust

CMT RCS Manager Fee : Comprising the RCS Management Fee, the RCS Acquisition Fee and the RCS Divestment Fee payable to the CMT Manager, pro-rated in accordance with CMT RC Interest

CMT RCS Management Fee : The 40.0% share of the RCS Management Fee which is payable by CMT

CMT Total Acquisition Cost : CMT’s 40.0% share of the Total Acquisition Cost

CMT Total Loan Facilities : The loan facilities of S$750.0 million put in place by CMT

CMT Total Purchase : CMT’s 40.0% share of the Total Purchase Consideration Consideration

CMT Trustee : HSBC Institutional Trust Services (Singapore) Limited, as trustee of CMT

Collaboration Agreement : The agreement signed between the CMT Trustee and the CCT Trustee on 18 March 2006 to establish a joint ownership vehicle for the purpose of completing the Acquisition

Completion : The completion of the acquisition of Raffles City

Conditions Precedent : The conditions precedent to be satisfied before the exercise of the call option or (as the case may be) the put option under the Put and Call Option Agreement

Convention Centre : The Raffles City Convention Centre

CPF : Central Provident Fund

CRPM : CapitaLand Retail Project Management Pte. Limited

CRS : CapitaRetail Singapore Limited

Deadlock Notice : The notice served by either of the RCS Trust Holder offering to sell all of its units in the RCS Trust it holds in the event of a deadlock

Deadlock Price : The price of the units in the RCS Trust as set out in the Deadlock Notice

64 Deposited Property : The gross assets of a trust including all its authorised investments held or deemed to be held by the trust under the trust deed pursuant to which it is constituted

Directors : The directors of the CMT Manager and their immediate family members

Directors Placement : The proposed placement of New Units to the Directors as part of the Equity Fund Raising

Discount Issue Price : The 25.0% discount to the market price for Units to be issued to the CMT Manager for the performance component of its Management Fee if the volume weighted average traded price for a Unit for the last 10 business days is $2.00 or more

Divestment Fee : The divestment fee payable to the CMT Manager under the Trust Deed

Drawn Down Loan : The S$30.0 million loan drawn down from the CMT’s existing loan facilities as at the Latest Practicable Date

DLS : Davis Langdon & Seah Singapore Pte Ltd

Downtown Core : One of the 55 Planning Areas within Singapore. It comprises the Bugis, Marina Centre, City Hall and Central Business District zones. The Central Business District zone comprises a number of sub-zones — Phillip, Raffles Place, Clifford Pier, Cecil, Maxwell, Tanjong Pagar, Anson, Central and Bayfront

DPU : Distribution per Unit

DTCF : Deloitte & Touche Corporate Finance Pte Ltd

EGM : The extraordinary general meeting of Unitholders to be held at 1.00 p.m. on 13 July 2006 at 168 Robinson Road, Capital Tower Level 9, STI Auditorium, Singapore 068912 to approve the matters set out in the Notice of Extraordinary General Meeting on pages 180 to 181 of this Circular

Entire Portfolio : Comprises the Existing Properties and CMT RC Interest or Raffles City (as the case may be)

Equity Fund Raising : The proposed offer and placement of such number of New Units so as to raise up to S$420.0 million in order to part finance the CMT RC Acquisition, with the balance to be utilised for CMT’s working capital purposes

Existing Interested Person : The transactions CMT had entered into with interested Transactions persons during the course of the current financial year

Existing Properties : Tampines Mall, Junction 8, Funan, IMM Building, Plaza Singapura, Sembawang Shopping Centre, Hougang Plaza, Jurong Entertainment Centre and Bugis Junction

Existing Units : The 1,381,463,231 outstanding Units at the Latest Practicable Date

65 Extraordinary Resolution : A resolution proposed and passed as such by a majority consisting of 75.0% or more of the total number of votes cast for and against such resolution at a meeting of Unitholders convened in accordance with the provisions of the Trust Deed

Fairprice : NTUC Fairprice Co-operative Limited

Fairprice Group : AIPL and together with Fairprice

Forecast Period : 1 September 2006 to 31 December 2006 (both dates inclusive)

Funan : Funan DigitaLife Mall

FY : Financial year

Gearing Level : The ratio of CMT’s borrowings to the value of its Deposited Property, adjusted for the distribution of any accrued distributable income

GFA or Gross Floor Area : Gross floor area

GMP : Guaranteed Maximum Price

GOP Percentage : Percentage of gross operating revenue

Gross Rental Income : In respect of the Existing Properties, gross rental income means the total amount payable by all tenants/licensees pursuant to a tenancy or licence, comprising base rents, service charges, turnover rents and, where applicable, advertising and promotion levy

In respect of Raffles City, gross rental income comprises gross rent (after rent rebates, where applicable, including turnover rent, advertising and promotion levy and service charge, where applicable)

Gross Revenue : In relation to any financial year or part thereof, means the gross revenue before expenses for the relevant period

Hotels : The two hotels comprising the 28-storey twin tower Raffles The Plaza and the 73-storey Swissoˆtel The Stamford with a total of 2,032 hotel rooms

Hotels and Convention : The 20-year lease of the Hotels and Convention Centre to RC Centre Lease Hotels commencing from 7 November 1996, with an option to renew for a further term expiring on 31 December 2036.

IFA : Deloitte & Touche Corporate Finance Pte Ltd

IFA Letter : The letter issued by the IFA annexed as Appendix 5 of this Circular

Independent Accountants : KPMG

Independent Directors : The independent directors of the CMT Manager, being Mr Hsuan Owyang, Mr James Glen Service and Mr David Wong Chin Huat

Independent Property : DTZ Debenham Tie Leung (SEA) Pte Ltd Consultant

66 Independent Valuers : CB Richard Ellis (Pte) Ltd and Jones Lang LaSalle Property Consultants Pte Ltd

Issue Price : The issue price of New Units under the Equity Fund Raising

JLL : Jones Lang LaSalle Property Consultants Pte Ltd

Joint Lead Managers and : DBS Bank Ltd and UBS AG, acting through its business group, Underwriters UBS Investment Bank

Joint Venture Agreement : The proposed agreement between the JVA Parties for the purpose of governing the relationships between these entities in relation to the Acquisition

Junction 8 : Junction 8 Shopping Centre

JVA Parties : The CMT Trustee, the CCT Trustee, the CMT Manager, the CCT Manager and the RCS Trust Trustee-Manager

Knight Frank : Knight Frank Pte Ltd

Listing Date : The date CMT was first listed on the SGX-ST, being 17 July 2002

Latest Practicable Date : 20 June 2006, being the latest practicable date prior to the printing of this Circular

Listing Manual : The Listing Manual of the SGX-ST

Management Committee : The management committee of the RCS Trust comprising representatives appointed by CMT and CCT

Management Fee : The CMT Manager’s management fee as provided for in the Trust Deed, comprising the Base Component and the Performance Component

Market Day : A day on which the SGX-ST is open for trading in securities

Market Rent : The rent which the CMT Manager believes could be achieved if each lease was re-negotiated as at 31 March 2006 and is estimated with reference to the rental payable pursuant to comparable leases for tenancies that have recently been negotiated, the effect of competing shopping centres, assumed tenant retention rates on lease expiry, likely market conditions, inflation levels and tenant demand levels

MAS : Monetary Authority of Singapore

Moody’s : Moody’s Investors Service

MRT : Mass Rapid Transit

MSCI Singapore Free Index : Morgan Stanley Capital International Inc. Singapore Free Index

MTN Programme : S$2.0 billion medium term note programme from Silver Maple

NAV : Net asset value

67 NLA or Net Lettable Area : Lettable area on a property which is primarily comprised of retail, warehouse or office space (as the case may be) but excludes space used for accommodating building and centre management functions

Net Office Lettable Area : The Net Lettable Area at Raffles City Tower

Net Property Income : Comprises gross revenue less property operating expenses

New Hougang Plaza Units : The 2.7% and 0.6% of the total share values in Hougang Plaza which were acquired by CMT in May 2006 and June 2006 respectively

New Units : The new units proposed to be issued pursuant to the Equity Fund Raising

New Units Issue Date : Date on which the New Units are issued and traded on the SGX-ST

Ninth Supplemental Trust : The ninth supplemental trust deed to the Trust Deed entered Deed into by the CMT Manager and the CMT Trustee on 20 April 2006

Nominated Party : The third party (which must be a special purpose vehicle (i) jointly owned by CCT and CMT or (ii) solely owned by CCT) nominated in writing by the CCT Trustee

Northcroft : Northcroft Lim Consultants Pte Ltd

NTA : Net tangible assets

Ordinary Resolution : A resolution proposed and passed as such by a majority being greater than 50.0% or more of the total number of votes cast for and against such resolution at a meeting of Unitholders convened in accordance with the provisions of the Trust Deed

Performance Component : The performance component of the Management Fee (being 2.85% of the CMT’s Gross Revenue for each financial year)

Preferential Offering : The preferential offering to the then Unitholders on a non- renounceable basis under the Equity Fund Raising

Premier : Premier Healthcare Services International Pte Ltd

Private Placement : The proposed placement of New Units to retail and institutional investors under the Equity Fund Raising

Pyramex : Pyramex Investments Pte Ltd

Projection Year : The financial year ending 31 December 2007

Property Funds Guidelines : The Property Funds Guidelines in Appendix 2 of the Code on Collective Investment Schemes issued by the MAS

Property Management : The Property Management Agreement dated 28 June 2002 Agreement made between the CMT Trustee, the CMT Manager and the Property Manager

Property Purchase Price : The purchase price for Raffles City, being S$2,085.0 million

68 Property Value : The value of the properties or relevant property held by CMT, with the initial value of each property being its initial acquisition cost (including any applicable stamp duty, tax and other related acquisition cost) and subsequently its valuation by an independent approved valuer obtained on an annual basis

Proposed CMT RC Bridge : The balance amount of between S$141.0 million and S$314.0 Debt million of the long-term borrowings which will not be taken at the RCS Trust’s level

Proposed Long-Term : S$487.6 million, being the minimum amount of long-term Borrowing A borrowings which the CMT Manager intends to take

Proposed Long-Term : S$660.6 million, being the maximum amount of long-term Borrowing B borrowings which the CMT Manager intends to take

Proposed RCS Long Term : S$346.6 million, being CMT’s 40.0% share of the long term Borrowing borrowings which will be taken at the RCS Trust level

Put and Call Option : The conditional put and call option agreement dated 18 March Agreement 2006 made between the CCT Trustee and TPPL

Raffles City : The whole of Lots 482M, 483W and 484V all of Town Subdivision 11 together with the buildings located at 250 North Bridge Road Singapore 179101 (Raffles City Tower), 252 North Bridge Road Singapore 179103 (Raffles City Shopping Centre), 2 Stamford Road Singapore 178882 (Swissoˆtel The Stamford) and 80 Bras Basah Road Singapore 189560 (Raffles The Plaza) together with (i) the subterranean stratum of state land lot 80002M of Town Subdivision 11 at Beach Road for a term of 99 years from 16 July 1979 and (ii) (if alienation approval is issued) subterranean stratum of state land lot 235N-Pt of Town Subdivision 11 at Beach Road, as well as the fixed plant and equipment located therein, including, without limitation, all fixtures, lifts, escalators, air- conditioning equipment and other plant and equipment located in or on the property which are owned by TPPL

RC Bridge Loan : The proposed bridge loan facility which is intended to be used to initially part finance the CMT RC Acquisition, which will be repaid with the proceeds to be raised from the Equity Fund Raising

RC Car Park : The car park of Raffles City

RC Car Park Income : Income earned from RC Car Park

RC Gross Revenue : In relation to any financial year or part thereof, means the gross revenue before expenses of Raffles City for the relevant period

RC Hotels : RC Hotels (Pte) Ltd

RC Hotels Gross Rental : Gross rental income earned from the Hotels and Convention Income Centre Lease

RC Office Gross Rental : Gross Rental Income earned from the offices in Raffles City Income Tower

69 RC Office Tower : Raffles City Tower

RC Other Income : The RC Gross Revenue less the RC Retail Gross Rental Income, the RC Office Gross Rental Income, the RC Hotels Gross Rental Income and the RC Car Park Income

RC Retail Gross Rental : Gross Rental Income earned from the shops in Raffles City Income Shopping Centre

RC Shopping Centre : Raffles City Shopping Centre

RCS Acquisition Fee : The acquisition fee payable to the RCS Trust Trustee-Manager under the RCS Trust Deed, at the rate of 1.00% (or such other lower percentage or may be determined by the RCS Trust Trustee-Manager at its absolute discretion) of the acquisition price of any investment acquired directly or indirectly by the RCS Trust (pro-rated if applicable to the proportion of the RCS Trust’s interest in the investment acquired)

RCS Divestment Fee : The divestment fee payable to the RCS Trust Trustee- Manager under the RCS Trust Deed, at the rate of 0.50% (or such other lower percentage or may be determined by the RCS Trust Trustee-Manager at its absolute discretion) of the sale price of any investment sold or divested directly or indirectly by the RCS Trust (pro-rated if applicable to the proportion of the RCS Trust’s interest in the investment sold or divested)

RCS Management Fee : The management fee payable to the RCS Trust Trustee- Manager comprising a base fee of 0.25% per annum of the value of the Deposited Property of the RCS Trust and a performance fee of 4.00% of the Net Property Income of the RCS Trust

RCS Management Fee : The proposed amendment to the Trust Deed for the purpose of Supplement fixing a common basis of asset management fees payable to the CMT Manager and the CCT Manager in respect of Raffles City

RCS Property Management : The property management fee payable to the RCS Property Fee Manager

RCS Property Manager : The joint venture company to be incorporated between the CMT Property Manager and the CCT Property Manager to be the property manager of Raffles City

RCS Trust : The joint ownership vehicle which holds Raffles City on behalf of CMT and CCT in the form of a sub-trust constituted by the RCS Trust Deed

RCS Trust Deed : The trust deed which will constitute the RCS Trust

RCS Trust Holders : The registered holders for the time being of the RCS Trust units, and each, a RCS Trust Holder

RCS Trust Trustee-Manager : HSBC Institutional Trust Services (Singapore) Limited, as the trustee-manager of the RCS Trust

70 Real Estate : Any land, and any interest, option or other right in or over any land, wherever situated in Singapore, and “land” includes land of any tenure, whether or not held apart from the surface, and buildings or parts thereof (whether completed or otherwise and whether divided horizontally, vertically or in any other manner) and tenements and hereditaments, corporeal and incorporeal, and any estate or interest therein

REIT : Real Estate Investment Trust

RHL : Raffles Holdings Limited

Sale and Purchase : The proposed sale and purchase agreement to be entered into Agreement between the CCT Trustee or the Nominated Party (as the case may be) and TPPL (as appended to the Put and Call Option Agreement)

SGX-ST : Singapore Exchange Securities Trading Limited

Silver Maple : Silver Maple Investment Corporation Ltd

Singapore Property Market : The summary of the report on the property market in Review Singapore prepared by the Independent Property Consultant sq ft : Square foot/feet sq m : Square metre(s)

Substantial Unitholder : A person with an interest in one or more Units constituting not less than 5.0% of all Units in issue

Total Acquisition Cost : The total cost of the Acquisition, is currently estimated to be S$2,194.2 million, comprising the Total Purchase Consideration, the acquisition fee payable to the CMT Manager and the CCT Manager, as well as the estimated professional and other fees and expenses in connection with the Acquisition

Total Purchase : Comprises (i) the Property Purchase Price, (ii) the amount Consideration payable to TPPL as reimbursement for costs paid and the remaining costs for building capital expenditure as well as asset enhancement works relating to Raffles City as at Completion, up to an aggregate sum of S$41.0 million, and (iii) an additional sum payable to TPPL not exceeding S$40.0 million for certain property-related liabilities, and is approximately S$2,166.0 million

TPPL : Tincel Properties (Private) Limited

Tranche A Term Loan : The S$172.0 million Tranche A five year loan issued by Silver Maple

Tranche C Term Loan : The S$335.0 million Tranche C five year loan issued by Silver Maple

Tranche E RCF : The S$28.0 million Tranche E revolving credit loan issued by Silver Maple

71 Trust Deed : The trust deed dated 29 October 2001 as supplemented by a first supplemental deed dated 26 December 2001, a second supplemental deed dated 28 June 2002, an amending and restating deed dated 29 April 2003, a fourth supplemental deed dated 18 August 2003, a second amending and restating deed dated 9 July 2004, a sixth supplemental deed dated 18 March 2005, a seventh supplemental deed dated 21 July 2005, an eighth supplemental deed dated 13 October 2005 and a ninth supplemental deed dated 20 April 2006 entered into between the CMT Trustee and the CMT Manager, as amended, varied, or supplemented from time to time

Tuas Power : Tuas Power Supply Pte Ltd

Unit : A unit representing an undivided interest in CMT

Unitholder : A Depositor whose securities account with CDP is credited with Unit(s)

Valuation Certificates : The valuation certificates on Raffles City attached as Appendix 4 of this Circular

VOs : Variation orders

Waivers : The waivers granted by the SGX-ST as described in paragraphs 6 to 8 of this Circular, permitting, among others, (i) the placement of New Units to each of The Capital Group Companies, Inc. and the Fairprice Group, being Substantial Unitholders, (ii) the placement of New Units to the Directors and their immediate family members, and (iii) the placement of New Units to the CapitaLand Group

S$ and cents : Singapore dollars and cents

% : Per centum or percentage

The terms “Depositor” and “Depository Register” shall have the meanings ascribed to them respectively in Section 130A of the Companies Act, Chapter 50 of Singapore.

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 include corporations.

Any reference in this Circular to any enactment is a reference to that enactment for the time being amended or re-enacted.

Any reference to a time of day in this Circular shall be a reference to Singapore time unless otherwise stated.

Any discrepancies in the tables, graphs and charts between the listed amounts and totals thereof are due to rounding. Where applicable, figures and percentages are rounded to one decimal place except for interest expenses and percentages relating to fees.

72 APPENDIX 1

RAFFLES CITY AND THE EXISTING PROPERTIES

The following sections set out selected information in respect of Raffles City and the Existing Properties. Any discrepancies in the tables, charts or diagrams between the listed figures and totals thereof are due to rounding.

1. RAFFLES CITY Raffles City is a prime landmark integrated development located in the Downtown Core at the fringe of Singapore’s CBD, comprising the RC Shopping Centre, the RC Office Tower, the Hotels and Convention Centre.

It is strategically located adjacent to and is directly connected to City Hall MRT station, one of Singapore’s four major MRT interchange stations. In addition, Raffles City will have direct connectivity to the proposed Esplande MRT station on the Circle Line of the MRT system, which is expected to be fully operational by 2010.

Raffles City has a large and diversified tenant base comprising 144 retail leases, 49 office leases and the Hotels and Convention Centre Lease, with an occupancy rate of close to 100.0% (as at 31 March 2006). The major office tenants include Economic Development Board, Phillip Securities Pte Ltd and Accenture Pte Ltd, while major retail tenants include Robinson & Company (Singapore) Private Limited and Cold Storage Singapore (1983) Pte Ltd.

Given its prime location, excellent accessibility and asset quality, the CMT Manager believes that the CMT RC Acquisition will generate sustainable growth for Unitholders.

The table below sets out a summary of selected information on Raffles City(1):

Gross Floor Area(2) 3,452,426 sq ft (320,738 sq m) Net Lettable Area RC Shopping Centre: 301,824 sq ft (28,040 sq m) RC Office Tower: 379,801 sq ft (35,284 sq m) Total: 681,625 sq ft (63,324 sq m) Number of Leases RC Shopping Centre: 144 RC Office Tower: 49 Hotels and Convention Centre: 1 Total: 194 Number of Hotel Rooms 2,032 Car Park Lots 1,073 Title Leasehold tenure of 99 years expiring 15 July 2078 Valuation S$2,166.0 million by CBRE (as at 16 March 2006) S$2,151.0 million by JLL Committed Occupancy RC Shopping Centre: 99.4% RC Office Tower: 99.1% Total: 99.2% Forecast Period Projection Year (1 September 2006 - (Financial year ending 31 31 December 2006) December 2007) (S$ Million) (S$ Million) Based on CMT RC Interest Gross Rental Income 19.2 59.5 Net Property Income 14.2 44.3

Notes: (1) The GFA, NLA, number of leases, number of hotel rooms, car park lots and committed occupancy are based on information as at 31 March 2006. (2) The approved GFA of Raffles City is 3,452,426 sq ft (320,738 sq m) pursuant to the grant of written permission dated 27 April 2006 and the DC Order 2006FIA0002 dated 5 April 2006.

73 1.1 Lease Expiry Profile of Raffles City (as at 31 March 2006)

1.1.1 RC Shopping Centre The graph below illustrates the committed lease expiry profile of the RC Shopping Centre by monthly RC Retail Gross Rental Income (as defined herein) (excluding turnover rent).

% Lease Expiry 47.6% 50.0 45.0 40.0 35.0 30.0 22.7% 25.0 19.4% 20.0 15.0 10.3% 10.0 5.0 0.0% 0.0 2006 2007 2008 2009 2010 and Beyond

1.1.2 RC Office Tower The graph below illustrates the committed lease expiry profile of the RC Office Tower by monthly RC Office Gross Rental Income (as defined herein).

% Lease Expiry 70.0 64.1%(1)

60.0

50.0

40.0

30.0 26.3%

20.0 8.2% 10.0 1.4% 0.0% 0.0 2006 2007 2008 2009 2010 and Beyond

Note: (1) Out of the leases expiring in 2006, approximately 65.3% have been renewed or are pending acceptance by the tenants.

74 1.1.3 Raffles City The graph below illustrates the committed lease expiry profile of Raffles City for all components — the RC Shopping Centre, the RC Office Tower, and the Hotels and Convention Centre by monthly Gross Rental Income (excluding turnover rent for the RC Shopping Centre).

% Lease Expiry

45.0 42.0% 40.0 35.0 30.0 23.5% 25.0 19.9% 20.0 15.0 10.3% 10.0 4.3% 5.0 0.0 2006 2007 2008 2009 2010 and Beyond

1.2 Trade Sector Analysis of Raffles City (as at 31 March 2006) 1.2.1 RC Shopping Centre The chart below provides a breakdown by monthly RC Retail Gross Rental Income (excluding turnover rent) of the different trade sectors represented in the RC Shopping Centre.

0.6% 1.0% 2.0% 0.2% Fashion 4.0% Department Store 4.9% Food & Beverage/Food Court

Educational/Services 11.2%

Books/Gifts & Specialty/ Hobbies/Toys 38.7% Supermarket

Leisure & Entertainment/ Sports & Fitness 17.1% Electronics

Home Furnishings

Others

20.3%

75 1.2.2 RC Office Tower The chart below provides a breakdown by monthly RC Office Gross Rental Income of the different trade sectors represented in the RC Office Tower.

2.2% 1.3% 4.4%

Government & Government Linked Office 13.4% Others 38.9%

Banking, Insurance & Financial Services

IT Services & Consultancy/ Internet Trading

Business Management/ Consultancy Services/ Business Activities 17.3% Real Estate & Property Services

Telecommunication

22.5%

1.2.3 Raffles City The chart below provides a breakdown by monthly RC Retail Gross Rental Income (excluding turnover rent), RC Office Gross Rental Income, RC Hotels Gross Rental Income (as defined herein) and the RC Car Park Income (as defined herein)(1) earned from Raffles City.

2.6%

18.8%

Hotels and Convention Centre 40.9% RC Shopping Centre

RC Office Tower

RC Car Park

37.7%

Notes: (1) The monthly RC Car Park Income is derived based on the historical RC Car Park Income for the financial year ended 31 December 2005.

76 1.3 Top Ten Tenants Analysis of Raffles City (as at 31 March 2006)

1.3.1 RC Shopping Centre The table below sets out selected information on the top ten retail tenants of the RC Shopping Centre by monthly RC Retail Gross Rental Income (excluding turnover rent).

% of Monthly RC Retail Gross Rental Income Lease Expiry (excluding Tenant Date(1) turnover rent) Robinson & Company (Singapore) Private Mar 07 20.3 Limited Cold Storage Singapore (1983) Pte Ltd Nov 08 4.0 Esprit Retail Pte Ltd Sept 07 3.9 Food Junction Management Pte Ltd Nov 08 3.1 DBS Bank Ltd Jun 07, Nov 08 2.3 Hinckley Singapore Trading Pte. Ltd. Nov 06, May 08 2.2 Adidas Singapore Pte Ltd May 09 2.0 Jay Gee Enterprises (Pte.) Ltd Aug 06, Sept 07, 2.0 Dec 08 American Style Pte. Ltd. Apr 09 1.8 Cortina Watch Pte Ltd Apr 06(2) 1.7

Top Ten Tenants 43.3 Other Tenants 56.7 Total 100.0

Notes: (1) Some of the tenants above have signed more than one tenancy agreement and this has resulted in more than one tenancy expiry date for such tenants. (2) The lease has been renewed for a period of three years.

77 1.3.2 RC Office Tower The table below sets out selected information on the top ten office tenants of the RC Office Tower by monthly RC Office Gross Rental Income.

% of Monthly RC Lease Expiry Office Gross Tenant Date(1) Rental Income Economic Development Board(2) Jun 06(3), Feb 08 37.6 Phillip Securities Pte Ltd Dec 06 14.5 Accenture Pte Ltd Aug 07 11.5 Syngenta Asia Pacific Pte. Ltd.(4) Oct 06(5) 4.4 Qantas Airways Limited Feb 07 2.2 Petro-Diamond Singapore (Pte) Ltd Oct 08 1.8 LVMH Watch & Jewellery Singapore Pte Ltd Jun 07 1.8 Dentsu Asia Pte Ltd Jan 07 1.7 The European Community, represented by the Mar 06(6) 1.6 Commission of The European Communities Cortina Watch Pte Ltd May 07 1.5

Top Ten Tenants 78.6 Other Tenants 21.4 Total 100.0

Notes: (1) Some of the tenants above have signed more than one tenancy agreement and this has resulted in more than one tenancy expiry date for such tenants. (2) Includes TIF Ventures Pte Ltd, an indirect wholly owned subsidiary of Economic Development Board which occupies 4,306 sq ft (400 sq m). (3) As at the Latest Practicable Date, an offer of renewal of 117,996 sq ft (10,960 sq m) is pending acceptance by the tenant. 1,668 sq ft (155 sq m) will not be renewed upon expiry in June 2006. (4) Formerly known as Syngenta Singapore Pte Ltd. (5) The tenant has confirmed that it will not be renewing its lease upon expiry. (6) The lease has been extended from 1 April 2006 to 14 June 2006. As at the Latest Practicable Date, the lease has been renewed for a period of three years from 15 June 2006.

78 1.3.3 Raffles City The table below sets out selected information on the top ten tenants of Raffles City for all components — the RC Shopping Centre, the RC Office Tower and the Hotels and Convention Centre by monthly Gross Rental Income (excluding turnover rent for the RC Shopping Centre).

% of Monthly Gross Rental Income (excluding turnover rent for Lease Expiry RC Shopping Tenant Date(1) Centre) RC Hotels (Pte) Ltd Dec 06, Feb 07, 42.4 Jun 07, Jul 08, Nov 16 Robinson & Company (Singapore) Private Mar 07 7.9 Limited Economic Development Board(2) Jun 06(3), Feb 08 7.3 Phillip Securities Pte Ltd Dec 06 2.8 Accenture Pte Ltd Aug 07 2.2 Cold Storage Singapore (1983) Pte Ltd Nov 08 1.5 Esprit Retail Pte Ltd Sept 07 1.5 Food Junction Management Pte Ltd Nov 08 1.2 DBS Bank Ltd Jun 07, Nov 08 1.1 Cortina Watch Pte Ltd Apr 06(4), May 07 1.0

Top Ten Tenants 68.9 Other Tenants 31.1 Total 100.0

79 2. EXISTING PROPERTIES The table below sets out selected information on the Existing Properties.

Land Area 135,552 119,631 124,301 658,900 132,166 57,047 100,315 91,857 279,713(1) (sq ft)

GFA (sq ft) 460,880 376,740 478,980 1,426,518 764,342 79,648 Retail: 152,721 169,668 578,312 Residential: 45,267 Total: 197,988

NLA (sq ft)(2) 323,387 245,204 271,431 Retail: 397,619 494,154 67,813 97,130(3) 110,915 410,614 Office: 69,183 Warehouse: 421,313 Total: 888,115

Number of 159 172 179 Retail: 248 198 6 69 35 218 Leases(2) Office: 80 Warehouse: 224 80 Total: 552

Parking Lots(2) 636 305 336 1,301 (cars) 700 154(4) Multi-storey 220 648(4) 111 (lorries/ carpark: 221 heavy vehicles) External carpark(5) : 239 Total: 460

Title Leasehold Leasehold Leasehold Leasehold Freehold Leasehold Leasehold Leasehold Leasehold tenure tenure of 99 tenure of 99 tenure of 99 tenure of 30+30 tenure of 99 tenure of 999 tenure of 99 of 99 years with years with effect years with effect years with effect years with effect years with effect years with effect years with effect effect from 10 from 1 from 1 from 12 from 23 January from 1 March from 26 March from 1 March September 1990 September 1992 September 1991 December 1979 1989 1991 1885 1991

Purchase Price 409.0 295.0 191.0 247.4 710.0 49.1(6) 78.0 68.0 605.8(7) (S$ Million)

Valuation 635.0 477.0 252.0 433.0 809.0 49.7(8) 81.0 72.0 618.0 (S$ Million) (as at 1 June 2006) Gross Rental Income

Actual 2005 46.5 36.3 20.2 49.6 57.4 5.7 7.8

Forecast Period 16.2 12.7 7.2 15.9 18.6 5.3 17.0

Projection Year 49.4 39.1 22.9 53.8 61.3 15.0 52.3

Net Property Income (S$ Million)

Actual 2005 34.9 26.5 13.4 25.9 43.8 4.1(9) 5.5(10)

Forecast Period 12.0 9.0 4.5 9.2 13.4 3.8(11) 11.9

Projection Year 36.8 28.4 15.0 32.8 45.6 10.2 36.7

Committed 100.0% 100.0% 98.3% Retail: 97.1% 100.0% 100.0% 100.0% 100.0% 99.9% Occupancy(2) Office: 95.9% Warehouse: 81 60.1% Total: 79.4%

Visitor traffic in 20.5 21.8 9.6 15.8 17.0 NA(12) NA(12) NA(12) NA(12) 2005 (Million)

Notes: (1) This refers to the land area of the integrated development of Bugis Junction, including the retail component, the office tower and the hotel. (2) As at 31 March 2006. (3) Excluding 28,201 sq ft from the 48 residential units which were vacant as at 31 March 2006. (4) The car park lots are owned by the management corporation. (5) This refers to the external carpark, under a temporary occupation licence, located next to Sembawang Shopping Centre. (6) Inclusive of an additional purchase price of approximately S$5.3 million for the New Hougang Plaza Units which were acquired in May and June 2006. (7) Comprises purchase price of S$580.8 million paid for the acquisition of Bugis Junction in October 2005, and a sum of S$25.0 million paid to BHG (formerly known as Seiyu (Singapore) Private Limited) in respect of BHG’s surrender of 74,299 sq ft of NLA at Bugis Junction. (8) Aggregate valuation for Hougang Plaza, inclusive of the New Hougang Plaza Units which were acquired in May and June 2006. (9) Jurong Entertainment Centre was acquired on 31 October 2005, while Sembawang Shopping Centre was acquired on 10 June 2005. 92.4% and 4.3% of the total share values of Hougang Plaza were acquired in June 2005 and August 2005 respectively. These properties only contributed to CMT’s revenue from these dates. (10) Bugis Junction was acquired on 31 October 2005 and contributed to CMT’s revenue only from that date. (11) New Hougang Plaza Units were acquired in May 2006 and June 2006. (12) Not available as the assets were acquired in 2005 and 2006. 2.1 Lease Expiry Profile of the Existing Properties (as at 31 March 2006) The graph below illustrates the committed lease expiry profile of the Existing Properties by monthly Gross Rental Income (excluding turnover rent).

% Lease Expiry

35.0 31.7% 28.8% 30.0

25.0 22.5%

20.0

15.0 10.2%

10.0 6.8%

5.0

0.0 2006 2007 2008 2009 2010 and Beyond

2.2 Trade Sector Analysis of the Existing Properties (as at 31 March 2006) The chart below provides a breakdown by monthly Gross Rental Income (excluding turnover rent) of the different trade sectors represented in the Existing Properties.

1.6% 0.8%

Food & Beverage/Food Court 3.4% 5.7% Fashion

Educational/Services 6.3% 22.7% Leisure & Entertainment/ Sports & Fitness 6.5% Electronics

Home Furnishings

Supermarket 7.3% Department Store

Books/Gifts & Specialty/ 20.9% Hobbies/Toys 7.6% Warehouse

Office 17.2%

82 2.3 Top Ten Tenants of the Existing Properties (as at 31 March 2006) The table below sets out selected information on the top ten tenants of the Existing Properties by monthly Gross Rental Income (excluding turnover rent).

% of Monthly Gross Rental Income Tenant Lease Expiry Date(1) (excluding turnover rent) BHG (Singapore) Pte. Ltd.(2) May 10, Apr 15 4.1 Cold Storage Singapore (1983) Pte Ltd Jul 06, Aug 06, Sep 06, 4.0 Oct 06, Nov 06, Mar 07, Jun 07, Jul 07, Oct 07, Mar 08, Jul 08, Dec 09 Golden Village Multiplex Pte Ltd Feb 08, Nov 09, Nov 10 2.6 Kopitiam(3) Sep 07, Nov 07, Jun 08, 2.3 Aug 08, Nov 08, Feb 09 Carrefour Singapore Pte Ltd Nov 06 2.2 Best Denki (Singapore) Pte Ltd Aug 06, Sept 06, Feb 07, 1.9 Apr 07 NTUC Fairprice Co-operative Limited Nov 07, Mar 08, Apr 09 1.9 Wing Tai Holdings Limited Sep 06, Oct 06, Mar 07, 1.3 May 07, Jun 07, Jul 07, Sep 07, Dec 07, Apr 08, May 08, Feb 09 McDonald’s Restaurants Pte. Ltd. Oct 06, Nov 06, Jun 07, 1.3 Nov 07, Sep 08, Feb 09, Mar 09 Isetan (Singapore) Limited Nov 07 1.3

Top Ten Tenants 22.9 Other Tenants 77.1 Total 100.0

83 3. ENTIRE PORTFOLIO (COMPRISING RAFFLES CITY AND THE EXISTING PROPERTIES) The table below sets out selected information on the Entire Portfolio.

Raffles City Existing Properties Entire Portfolio GFA (sq ft) (1) 3,452,426 4,533,076(2) 7,985,502(3) NLA (sq ft) (1) Retail: 301,824 Retail: 2,418,267 Retail: 2,720,091(3) Office: 379,801 Office: 69,183 Office: 448,984(3) Total: 681,625 Warehouse: 421,313 Warehouse: 421,313(3) Total: 2,908,763 Total: 3,590,388(3) Number of Leases(1) Retail: 144 Retail: 1,284 Retail: 1,428(3) Office: 49 Office: 80 Office: 129(3) Hotels and Convention Warehouse: 224 Warehouse: 224(3) Centre: 1 Total: 1,588 Hotels and Convention Total: 194 Centre: 1(3) Total: 1,782(3) Parking Lots 1,073 4,871 5,944(3) Valuation 2,166.0 (CBRE)(4) 3,426.7(5) 4,293.1(6) (S$ Million) 2,151.0 (JLL)(4) Committed Occupancy(1) Retail: 99.4% Retail: 99.3% Retail: 99.3%(7) Office: 99.1% Office: 95.9% Office: 98.1%(7) Total: 99.2% Warehouse: 60.1% Warehouse: 60.1%(7) Total: 93.6% Total: 94.0%(7) Forecast Period (1 September 2006 to 31 December 2006) (S$ Million) Gross Rental Income 19.2 92.9 112.1(7) Net Property Income 14.2 63.8 78.0(7) Projection Year (Financial Year ending 31 December 2007) (S$ Million) Gross Rental Income 59.5 293.8 353.3(7) Net Property Income 44.3 205.5 249.8(7)

Notes: (1) As at 31 March 2006. (2) Excluding 28,201 sq ft from the 48 residential units at Sembawang Shopping Centre which were vacant as at 31 March 2006. (3) Includes the Existing Properties and Raffles City. (4) As at 16 March 2006. (5) As at 1 June 2006, Plaza Singapura was valued by Knight Frank, while the other Existing Properties were valued by CBRE. (6) Includes the aggregate valuation of the Existing Properties and CMT’s 40.0% share of the valuation of Raffles City by CBRE as at 16 March 2006. (7) Includes Existing Properties and CMT’s 40.0% interest in Raffles City.

84 3.1 Lease Expiry Profile of the Entire Portfolio (as at 31 March 2006)

3.1.1 Existing Properties and RC Shopping Centre The graph below illustrates the committed lease expiry profile of the Existing Properties and CMT’s 40.0% interest in the RC Shopping Centre by monthly Gross Rental Income (excluding turnover rent).

% Lease Expiry

35.0 32.8%

30.0 28.2%

25.0 22.5%

20.0

15.0 10.2% 10.0 6.3% 5.0

0.0 2006 2007 2008 2009 2010 and Beyond

3.1.2 Entire Portfolio (Existing Properties and Raffles City) The graph below illustrates the committed lease expiry profile of the Entire Portfolio which includes CMT’s 40.0% interest in all components for Raffles City — the RC Shopping Centre, the RC Office Tower, and the Hotels and Convention Centre by monthly Gross Rental Income (excluding turnover rent for Existing Properties and the RC Shopping Centre).

% Lease Expiry 35.0 30.4% 30.0 27.4%

25.0 20.5% 20.0

15.0 12.4% 9.3% 10.0

5.0

0.0 2006 2007 2008 2009 2010 and Beyond

85 3.2 Trade Sector Analysis of Entire Portfolio (as at 31 March 2006)

3.2.1 Existing Properties and RC Shopping Centre The chart below provides a breakdown by monthly Gross Rental Income (excluding turnover rent) of the different trade sectors represented in the Existing Properties and CMT’s 40.0% interest in the RC Shopping Centre.

1.5% 0.7% Food & Beverage/Food Court 3.5% 6.1% Fashion

Educational/Services 6.1% 22.3%

Leisure & Entertainment/ Sports & Fitness

Electronics 6.7%

Department Store

Supermarket 6.9% Home Furnishings

Books/Gifts & Specialty/ Hobbies/Toys 7.3% 22.1% Warehouse Office

16.8%

3.2.2 Existing Properties and Raffles City The chart below provides a breakdown by monthly Gross Rental Income (excluding turnover rent for Existing Properties and the RC Shopping Centre) of the different trade sectors represented in the Entire Portfolio, which includes CMT’s 40.0% interest in all components for Raffles City — the RC Shopping Centre, the RC Office Tower, and the Hotels and Convention Centre.

Food & Beverage/Food Court 3.1% 1.3% Fashion 3.7% 20.1% Educational/Services 5.5%

Hotel 5.5% Leisure & Entertainment/ Sports & Fitness

Electronics 6.1%

Department Store

Supermarket 6.2%

Home Furnishings 20.0%

Office Rental 6.6% Books/Gifts & Specialty/ Hobbies/Toys 6.7% Warehouse 15.2%

86 3.3 Top Ten Retail Tenants of the Existing Properties and Raffles City (as at 31 March 2006)

3.3.1 Existing Properties and RC Shopping Centre The table below sets out selected information on the top ten retail tenants of the Existing Properties and CMT’s 40.0% interest in the RC Shopping Centre by monthly Gross Rental Income (excluding turnover rent).

% of Monthly Gross Rental Income Tenant Lease Expiry Date(1) (excluding turnover rent) Cold Storage Singapore (1983) Jul 06, Aug 06, Sep 06, 4.0 Pte Ltd Oct 06, Nov 06, Mar 07, Jun 07, Jul 07, Oct 07, Mar 08, Jul 08, Nov 08, Dec 09 BHG (Singapore) Pte. Ltd.(2) May 10, Apr 15 3.8 Golden Village Multiplex Pte Ltd Feb 08, Nov 09, Nov 10 2.5 Kopitiam(3) Sep 07, Nov 07, Jun 08, 2.2 Aug 08, Nov 08, Feb 09 Carrefour Singapore Pte Ltd Nov 06 2.1 Best Denki (Singapore) Pte Ltd Aug 06, Sep 06, Feb 07, 1.8 Apr 07 NTUC Fairprice Co-operative Limited Nov 07, Mar 08, Apr 09 1.7 Robinson & Company (Singapore) Sep 06 , Mar 07 1.7 Private Limited(4) Wing Tai Holdings Limited Apr 06(5), Sep 06, Oct 06, 1.3 Mar 07, May 07, Jun 07, Jul 07, Sep 07, Nov 07, Dec 07, Apr 08, May 08, Feb 09 McDonald’s Restaurants Pte. Ltd. Oct 06, Nov 06, Jun 07, 1.2 Nov 07, Sep 08, Feb 09, Mar 09

Top Ten Tenants 22.3 Other Tenants 77.7 Total 100.0

Notes: (1) Some of the tenants above have signed more than one tenancy agreement and this has resulted in more than one tenancy expiry date for such tenants. (2) Formerly known as Seiyu (Singapore) Private Limited. (3) Comprises Kopitiam Investment Pte Ltd, Copitiam Pte. Ltd. and S28 Holdings Pte Ltd (which is a wholly owned subsidiary of Kopitiam Investment Pte Ltd). (4) Comprises Robinson & Company (Singapore) Private Limited, John Little Private Limited and Baccarat International (Pte.) Limited. (5) The tenant has relocated to another unit and signed a new three-year lease.

87 3.3.2 Entire Portfolio (Existing Properties and Raffles City) The table below sets out selected information on the top ten tenants of the Entire Portfolio which includes CMT’s 40.0% interest in all components of Raffles City — the RC Shopping Centre, the RC Office Tower, and the Hotels and Convention Centre by monthly Gross Rental Income (excluding turnover rent for Existing Properties and the RC Shopping Centre).

% of Monthly Gross Rental Income (excluding turnover rent for Existing Properties and RC Tenant Lease Expiry Date(1) Shopping Centre) RC Hotels (Pte) Ltd Dec 06, Feb 07, Jun 07, 6.7 Jul 08, Nov 16 Cold Storage Singapore (1983) Pte Jul 06, Aug 06, Sept 06, 3.6 Ltd Oct 06, Nov 06, Mar 07, Jun 07, Jul 07, Oct 07, Mar 08, Jul 08, Nov 08, Dec 09 BHG (Singapore) Pte. Ltd.(2) May 10, Apr 15 3.4 Golden Village Multiplex Pte Ltd Feb 08, Nov 09, Nov 10 2.2 Kopitiam(4) Sept 07, Nov 07, Jun 08, 2.0 Aug 08, Nov 08, Feb 09 Carrefour Singapore Pte Ltd Nov 06 1.9 Best Denki (Singapore) Pte Ltd Aug 06, Sept 06, Feb 07, 1.6 Apr 07 NTUC Fairprice Co-operative Nov 07, Mar 08, Apr 09 1.6 Limited Robinson & Company (Singapore) Sep 06 , Mar 07 1.5 Private Limited(4) Wing Tai Holdings Limited Apr 06(5), Sept 06, Oct 06, 1.2 Mar 07, May 07, Jun 07, Jul 07, Sept 07, Nov 07, Dec 07, Apr 08, May 08, Feb 09

Top Ten Tenants 25.7 Other Tenants 74.3 Total 100.0

88 APPENDIX 2

PROFIT FORECAST AND PROFIT PROJECTION

Statements contained in this section, which are not historical facts may be forward-looking statements. Such statements are based on the assumptions set forth in this section and are subject to certain risks and uncertainties which could cause actual results to differ materially from those projected. Under no circumstances should the inclusion of such information herein be regarded as a representation, warranty or prediction with respect to the accuracy of the underlying assumptions by the CMT Manager or any other person nor that these results will be achieved or are likely to be achieved. The following tables set out CMT’s forecast consolidated statement of net income for the Forecast Period (1 September 2006 to 31 December 2006) as well as its projected consolidated statement of net income for the Projection Year (financial year ending 31 December 2007). The forecast and projection have been examined by the Independent Accountants and should be read together with their report contained in Appendix 3 of this Circular as well as the assumptions and sensitivity analysis set out below.

89 Scenario A1: Forecast and Projected Consolidated Statement of Net Income — Existing Properties and CMT RC Interest (CMT Gearing Level Increases to 37.1%, and New Units Issue Price of S$2.20 per Unit)

Forecast Period Projection Year

Existing Properties (1 September 2006 – 31 December 2006)(1) (Financial year ending 31 December 2007)

Actual Forecast Existing CMT RC Existing CMT RC (S$’000) 2005(2) 2006(3) Properties(4) Interest Total(5) Properties Interest Total(5)

Gross Revenue Gross Rental Income 223,468 279,964 92,901 19,156 112,057 293,753 59,500 353,253 Car Park Income 7,580 8,330 2,808 459 3,267 8,309 1,419 9,728 Other Income 12,039 11,988 4,253 201 4,454 12,516 539 13,055

Total Gross Revenue 243,087 300,282 99,962(6) 19,816 119,778 314,578 61,458 376,036 Property Operating Expenses Property Management Fee (8,937) (11,182) (3,685) (771) (4,456) (11,730) (2,397) (14,127) Property Tax (22,405) (27,180) (9,111) (1,654) (10,765) (28,202) (5,140) (33,342) Other Property Operating Expenses (57,664) (66,025) (23,403) (3,173) (26,576) (69,099) (9,610) (78,709)

Total Property Operating Expenses (89,006) (104,387) (36,199) (5,598) (41,797) (109,031) (17,147) (126,178)

Net Property Income 154,081 195,895 63,763 14,218 77,981 205,547 44,311 249,858

90 Interest Income 219 199 66 82 205 253 Asset Management Fee (14,948) (17,179) (5,739) (7,040) (17,847) (21,822) Other Expenses (2,748) (2,749) (1,180) (1,390) (2,934) (3,249)

Administrative Expenses (17,696) (19,928) (6,919) (8,430) (20,781) (25,071)

Net Income before Financing Costs and Tax(7) 136,604 176,166 56,910 69,633 184,971 225,040 Financing Costs (23,991) (37,538) (12,684) (20,193) (43,179) (65,520)

Net Income after Financing Costs 112,613 138,628 44,226 49,440 141,792 159,520 Share of Profit of Associate Company 4,400 4,930 1,643 1,643 4,930 4,930

Net Income 117,013 143,558 45,869 51,083 146,722 164,450 Net Effect of Non-Tax Deductible/(Chargeable) Items 9,769 9,563 3,181 5,198 9,639 15,463

Taxable Income Available for Distribution for the Year/Period(8) 126,782 153,121 49,050 56,281 156,361 179,913 Reconciliation from Taxable Income to Distributable Income for Unitholders

Forecast Period Projection Year

Existing Properties (1 September 2006 – 31 December 2006)(1) (Financial year ending 31 December 2007)

Actual Forecast Existing CMT RC Existing CMT RC (S$’000) 2005(2) 2006(3) Properties(4) Interest Total(5) Properties Interest Total(5)

Total Distributable Income for the Year/Period 126,782 153,121 51,250 58,481 156,361 179,913

Units In Issue (’000)(9) 1,379,698 1,383,376 1,383,376 1,569,984 1,387,202 1,575,610 Distribution Per Unit (cents) — Distributable Income based on 100% of Taxable Income for the 9.19 11.07 3.54 3.58 11.27 11.42 Year/Period

91 — Distributable Income Arising from Retained Taxable Income ——0.16 0.14 ——

9.19 11.07 3.70 3.72 11.27 11.42

Annualised Distribution Per Unit (cents) — Distributable Income based on 100% of Taxable Income for the 9.19 11.07 10.63 10.75 11.27 11.42 Year/Period — Distributable Income Arising from Retained Taxable Income ——0.48 0.42 ——

9.19 11.07 11.11 11.17 11.27 11.42

Notes: (1) The forecast DPU will vary to the extent that the New Units issued under the Equity Fund Raising are issued on a date other than 1 September 2006. (2) Bugis Junction and Jurong Entertainment Centre were acquired on 31 October 2005, Sembawang Shopping Centre was acquired on 10 June 2005, 92.4% and 4.3% of the total share values of Hougang Plaza were acquired in June 2005 and August 2005 respectively. These properties contributed to CMT’s revenue only from these dates. (3) Based on CMT’s actual results from 1 January 2006 to 31 March 2006 and the CMT Manager’s forecast of CMT’s results from 1 April 2006 to 31 December 2006. (4) Based on CMT Existing Gearing Level of approximately 32.4%. (5) Assuming that (i) approximately 182.3 million New Units are issued at an Issue Price of S$2.20 pursuant to the Equity Fund Raising; and (ii) additional borrowings of S$487.6 million are incurred by CMT to part finance the CMT RC Acquisition. (6) The New Hougang Plaza Units were acquired in May 2006 and June 2006, and contributed to CMT’s revenue only from these dates. (7) Income tax expense is nil. (8) Taxable income refers to taxable income on CMT (on a stand-alone basis) which is distributable in accordance with tax transparency ruling. (9) Inclusive of the CMT Manager’s forecast and projection of Units to be issued in payment of: (i) the Performance Component for the Existing Properties; (ii) the CMT RCS Management Fee; and (iii) the CMT RC Acquisition Fee. Scenario A2: Forecast and Projected Consolidated Statement of Net Income — Existing Properties and CMT RC Interest (CMT Gearing Level Increases to 37.1%, and New Units Issue Price of S$2.50 per Unit)

Forecast Period Projection Year

Existing Properties (1 September 2006 – 31 December 2006)(1) (Financial year ending 31 December 2007)

Actual Forecast Existing CMT RC Existing CMT RC (S$’000) 2005(2) 2006(3) Properties(4) Interest Total(5) Properties Interest Total(5)

Total Property Operating Expenses (89,006) (104,387) (36,199) (5,598) (41,797) (109,031) (17,147) (126,178)

Net Property Income 154,081 195,895 63,763 14,218 77,981 205,547 44,311 249,858

92 Interest Income 219 199 66 82 205 253 Asset Management Fee (14,948) (17,179) (5,739) (7,040) (17,847) (21,822) Other Expenses (2,748) (2,749) (1,180) (1,390) (2,934) (3,249)

Administrative Expenses (17,696) (19,928) (6,919) (8,430) (20,781) (25,071)

Net Income before Financing Costs and Tax(7) 136,604 176,166 56,910 69,633 184,971 225,040 Financing Costs (23,991) (37,538) (12,684) (20,193) (43,179) (65,520)

Net Income after Financing Costs 112,613 138,628 44,226 49,440 141,792 159,520 Share of Profit of Associate Company 4,400 4,930 1,643 1,643 4,930 4,930

Net Income 117,013 143,558 45,869 51,083 146,722 164,450 Net Effect of Non-Tax Deductible/(Chargeable) Items 9,769 9,563 3,181 5,198 9,639 15,463

Taxable Income Available for Distribution for the Year/Period(8) 126,782 153,121 49,050 56,281 156,361 179,913 Reconciliation from Taxable Income to Distributable Income for Unitholders

Forecast Period Projection Year

Existing Properties (1 September 2006 – 31 December 2006)(1) (Financial year ending 31 December 2007)

Actual Forecast Existing CMT RC Existing CMT RC (S$’000) 2005(2) 2006(3) Properties(4) Interest Total(5) Properties Interest Total(5)

Total Distributable Income for the Year/Period 126,782 153,121 51,250 58,481 156,361 179,913

Units In Issue (’000)(9) 1,379,698 1,383,376 1,383,376 1,547,639 1,387,202 1,553,265 Distribution Per Unit (cents) — Distributable Income based on 100% of Taxable Income for the 9.19 11.07 3.54 3.64 11.27 11.58 Year/Period 93 — Distributable Income Arising from Retained Taxable Income ——0.16 0.14 ——

9.19 11.07 3.70 3.78 11.27 11.58

Annualised Distribution Per Unit (cents) — Distributable Income based on 100% of Taxable Income for the 9.19 11.07 10.63 10.91 11.27 11.58 Year/Period — Distributable Income Arising from Retained Taxable Income ——0.48 0.43 ——

9.19 11.07 11.11 11.34 11.27 11.58

Notes: (1) The forecast DPU will vary to the extent that the New Units issued under the Equity Fund Raising are issued on a date other than 1 September 2006. (2) Bugis Junction and Jurong Entertainment Centre were acquired on 31 October 2005, Sembawang Shopping Centre was acquired on 10 June 2005, 92.4% and 4.3% of the total share values of Hougang Plaza were acquired in June 2005 and August 2005 respectively. These properties contributed to CMT’s revenue only from these dates. (3) Based on CMT’s actual results from 1 January 2006 to 31 March 2006 and the CMT Manager’s forecast of CMT’s results from 1 April 2006 to 31 December 2006. (4) Based on CMT Existing Gearing Level of approximately 32.4%. (5) Assuming that (i) approximately 160.4 million New Units are issued at an Issue Price of S$2.50 pursuant to the Equity Fund Raising; and (ii) additional borrowings of S$487.6 million are incurred by CMT to part finance the CMT RC Acquisition. (6) The New Hougang Plaza Units were acquired in May 2006 and June 2006, and contributed to CMT’s revenue only from these dates. (7) Income tax expense is nil. (8) Taxable income refers to taxable income on CMT (on a stand-alone basis) which is distributable in accordance with tax transparency ruling. (9) Inclusive of the CMT Manager’s forecast and projection of Units to be issued in payment of: (i) the Performance Component for the Existing Properties; (ii) the CMT RCS Management Fee; and (iii) the CMT RC Acquisition Fee. Scenario B1: Forecast and Projected Consolidated Statement of Net Income — Existing Properties and CMT RC Interest (CMT Gearing Level Increases to 41.1%, and New Units Issue Price of S$1.90 per Unit)

Forecast Period Projection Year

Existing Properties (1 September 2006 – 31 December 2006)(1) (Financial year ending 31 December 2007)

Actual Forecast Existing CMT RC Existing CMT RC (S$’000) 2005(2) 2006(3) Properties(4) Intereset Total(5) Properties Interest Total(5)

Total Property Operating Expenses (89,006) (104,387) (36,199) (5,598) (41,797) (109,031) (17,147) (126,178)

Net Property Income 154,081 195,895 63,763 14,218 77,981 205,547 44,311 249,858

94 Interest Income 219 199 66 85 205 263 Asset Management Fee (14,948) (17,179) (5,739) (7,040) (17,847) (21,822) Other Expenses (2,748) (2,749) (1,180) (1,390) (2,934) (3,250)

Administrative Expenses (17,696) (19,928) (6,919) (8,430) (20,781) (25,072)

Net Income before Financing Costs and Tax(7) 136,604 176,166 56,910 69,636 184,971 225,049 Financing Costs (23,991) (37,538) (12,684) (22,661) (43,179) (73,371)

Net Income after Financing Costs 112,613 138,628 44,226 46,975 141,792 151,678 Share of Profit of Associate Company 4,400 4,930 1,643 1,643 4,930 4,930

Net Income 117,013 143,558 45,869 48,618 146,722 156,608 Net Effect of Non-Tax Deductible/(Chargeable) Items 9,769 9,563 3,181 5,199 9,639 15,464

Taxable Income Available for Distribution for the Year/Period(8) 126,782 153,121 49,050 53,817 156,361 172,072 Reconciliation from Taxable Income to Distributable Income for Unitholders

Forecast Period Projection Year

Existing Properties (1 September 2006 – 31 December 2006)(1) (Financial year ending 31 December 2007)

Actual Forecast Existing CMT RC Existing CMT RC (S$’000) 2005(2) 2006(3) Properties(4) Intereset Total(5) Properties Interest Total(5)

Total Distributable Income for the Year/Period 126,782 153,121 51,250 56,017 156,361 172,072

Units In Issue (’000)(9) 1,379,698 1,383,376 1,383,376 1,505,702 1,387,202 1,511,328 Distribution Per Unit (cents) — Distributable Income based on 100% of Taxable Income for the 9.19 11.07 3.54 3.57 11.27 11.39 Year/Period

95 — Distributable Income Arising from Retained Taxable Income ——0.16 0.15 ——

9.19 11.07 3.70 3.72 11.27 11.39

Annualised Distribution Per Unit (cents) — Distributable Income based on 100% of Taxable Income for the 9.19 11.07 10.63 10.72 11.27 11.39 Year/Period — Distributable Income Arising from Retained Taxable Income ——0.48 0.44 ——

9.19 11.07 11.11 11.16 11.27 11.39

Notes: (1) The forecast DPU will vary to the extent that the New Units issued under the Equity Fund Raising are issued on a date other than 1 September 2006. (2) Bugis Junction and Jurong Entertainment Centre were acquired on 31 October 2005, Sembawang Shopping Centre was acquired on 10 June 2005, 92.4% and 4.3% of the total share values of Hougang Plaza were acquired in June 2005 and August 2005 respectively. These properties contributed to CMT’s revenue only from these dates. (3) Based on CMT’s actual results from 1 January 2006 to 31 March 2006 and the CMT Manager’s forecast of CMT’s results from 1 April 2006 to 31 December 2006. (4) Based on CMT Existing Gearing Level of approximately 32.4%. (5) Assuming that (i) approximately 117.4 million New Units are issued at an Issue Price of S$1.90 pursuant to the Equity Fund Raising; and (ii) additional borrowings of S$660.6 million are incurred by CMT to part finance the CMT RC Acquisition. (6) The New Hougang Plaza Units were acquired in May 2006 and June 2006, and contributed to CMT’s revenue only from these dates. (7) Income tax expense is nil. (8) Taxable income refers to taxable income on CMT (on a stand-alone basis) which is distributable in accordance with tax transparency ruling. (9) Inclusive of the CMT Manager’s forecast and projection of Units to be issued in payment of: (i) the Performance Component for the Existing Properties; (ii) the CMT RCS Management Fee; and (iii) the CMT RC Acquisition Fee. Scenario B2: Forecast and Projected Consolidated Statement of Net Income — Existing Properties and CMT RC Interest (CMT Gearing Level Increases to 41.1%, and New Units Issue Price of S$2.20 per Unit)

Forecast Period Projection Year

Existing Properties (1 September 2006 – 31 December 2006)(1) (Financial year ending 31 December 2007)

Actual Forecast Existing CMT RC Existing CMT RC (S$’000) 2005(2) 2006(3) Properties(4) Interest Total(5) Properties Interest Total(5)

GrossRevenue Gross Rental Income 223,468 279,964 92,901 19,156 112,057 293,753 59,500 353,253 Car Park Income 7,580 8,330 2,808 459 3,267 8,309 1,419 9,728 Other Income 12,039 11,988 4,253 201 4,454 12,516 539 13,055

Total Property Operating Expenses (89,006) (104,387) (36,199) (5,598) (41,797) (109,031) (17,147) (126,178)

Net Property Income 154,081 195,895 63,763 14,218 77,981 205,547 44,311 249,858

96 Interest Income 219 199 66 85 205 263 Asset Management Fee (14,948) (17,179) (5,739) (7,040) (17,847) (21,822) Other Expenses (2,748) (2,749) (1,180) (1,390) (2,934) (3,250)

Administrative Expenses (17,696) (19,928) (6,919) (8,430) (20,781) (25,072)

Net Income before Financing Costs and Tax(7) 136,604 176,166 56,910 69,636 184,971 225,049 Financing Costs (23,991) (37,538) (12,684) (22,661) (43,179) (73,371)

Net Income after Financing Costs 112,613 138,628 44,226 46,975 141,792 151,678 Share of Profit of Associate Company 4,400 4,930 1,643 1,643 4,930 4,930

Net Income 117,013 143,558 45,869 48,618 146,722 156,608 Net Effect of Non-Tax Deductible/(Chargeable) Items 9,769 9,563 3,181 5,199 9,639 15,464

Taxable Income Available for Distribution for the Year/Period(8) 126,782 153,121 49,050 53,817 156,361 172,072 Reconciliation from Taxable Income to Distributable Income for Unitholders

Forecast Period Projection Year

Existing Properties (1 September 2006 – 31 December 2006)(1) (Financial year ending 31 December 2007)

Actual Forecast Existing CMT RC Existing CMT RC (S$’000) 2005(2) 2006(3) Properties(4) Interest Total(5) Properties Interest Total(5)

Total Distributable Income for the Year/Period 126,782 153,121 51,250 56,017 156,361 172,072

Units In Issue (’000)(9) 1,379,698 1,383,376 1,383,376 1,489,075 1,387,202 1,494,701 Distribution Per Unit (cents) – Distributable Income based on 100% of Taxable Income for the 9.19 11.07 3.54 3.61 11.27 11.51 Year/Period 97 – Distributable Income Arising from Retained Taxable Income ——0.16 0.15 ——

9.19 11.07 3.70 3.76 11.27 11.51

Annualised Distribution Per Unit (cents) – Distributable Income based on 100% of Taxable Income for the 9.19 11.07 10.63 10.85 11.27 11.51 Year/Period – Distributable Income Arising from Retained Taxable Income ——0.48 0.44 ——

9.19 11.07 11.11 11.29 11.27 11.51

Notes: (1) The forecast DPU will vary to the extent that the New Units issued under the Equity Fund Raising are issued on a date other than 1 September 2006. (2) Bugis Junction and Jurong Entertainment Centre were acquired on 31 October 2005, Sembawang Shopping Centre was acquired on 10 June 2005, 92.4% and 4.3% of the total share values of Hougang Plaza were acquired in June 2005 and August 2005 respectively. These properties contributed to CMT’s revenue only from these dates. (3) Based on CMT’s actual results from 1 January 2006 to 31 March 2006 and the CMT Manager’s forecast of CMT’s results from 1 April 2006 to 31 December 2006. (4) Based on CMT Existing Gearing Level of approximately 32.4%. (5) Assuming that (i) approximately 101.4 million New Units are issued at an Issue Price of S$2.20 pursuant to the Equity Fund Raising; and (ii) additional borrowings of S$660.6 million are incurred by CMT to part finance the CMT RC Acquisition. (6) The New Hougang Plaza Units were acquired in May 2006 and June 2006, and contributed to CMT’s revenue only from these dates. (7) Income tax expense is nil. (8) Taxable income refers to taxable income on CMT (on a stand-alone basis) which is distributable in accordance with tax transparency ruling. (9) Inclusive of the CMT Manager’s forecast and projection of Units to be issued in payment of: (i) the Performance Component for the Existing Properties; (ii) the CMT RCS Management Fee; and (iii) the CMT RC Acquisition Fee. 1. SECTION A: ASSUMPTIONS — EXISTING PROPERTIES AND ENTIRE PORTFOLIO The major assumptions made in preparing the forecast and projected consolidated statement of net income for the Existing Properties and the Entire Portfolio are set out below. The major assumptions made in preparing the forecast and projected Net Property Income for Raffles City are set out under Section B: Assumptions — Raffles City. The CMT Manager considers these assumptions to be appropriate and reasonable at the date of this Circular.

1.1 Gross Revenue Gross Revenue is the aggregate of gross rental income (“Gross Rental Income”), car park income and other income earned from the Existing Properties and CMT’s 40.0% share of Gross Revenue earned from Raffles City. The assumptions used in calculating the Gross Revenue are set out below:

1.1.1 Gross Rental Income The Gross Rental Income comprises base rent, service charge, turnover rent and where applicable, advertising & promotion levy.

Gross Rental Income (Excluding Turnover Rent)

The percentage of forecast and projected Gross Rental Income (excluding turnover rent) attributable to committed leases (including letters of offer which are to be followed up with tenancy agreements to be signed by the parties) for the Entire Portfolio as at 31 March 2006, are estimated as follows:

Forecast Period Projection Year (1 September 2006 – (Financial year ending 31 December 2006) 31 December 2007) Gross Rental Income excluding 92.9% 57.5% turnover rent, attributable to committed leases (as percentage of total Gross Rental Income, excluding turnover rent)

In order to forecast and project the Gross Rental Income, the CMT Manager has, in the first instance, used rent payable under the committed leases. For Existing Properties, the CMT Manager has forecast and projected that the Gross Rental Income will be S$92.9 million for the Forecast Period, and S$293.8 million for the Projection Year. Inclusive of the CMT RC Interest, the CMT Manager has forecast and projected that the Gross Rental Income will be S$112.1 million for the Forecast Period and S$353.3 million for the Projection Year.

Following the expiry of a committed lease during the period from 1 April 2006 to 31 December 2007, the CMT Manager has used the following process to forecast and project the Gross Rental Income for the period following such expiry: • The CMT Manager has assessed the market rent (“Market Rent”) for each portion of lettable area as at 31 March 2006. The Market Rent is the rent which the CMT Manager believes could be achieved if each lease was re-negotiated as at 31 March 2006 and is estimated with reference to (i) the rent payable pursuant to comparable leases for tenancies that have recently been negotiated, (ii) the effect of competing shopping centres, (iii) assumed tenant retention rates on lease expiry, (iv) likely market conditions, (v) inflation levels, and (vi) tenant demand levels.

98 • If a committed lease expires in the period between 1 April 2006 and 31 December 2006, the CMT Manager has assumed that the rental rate for a new lease (or a lease renewal) which commences in the period between 1 April 2006 and 31 December 2006 is the Market Rent, increased by the forecast growth rate in accordance with the methodology set out in paragraph 1.1.4 below, or the actual rent committed (if the lease agreement or letter of offer has been entered into). • If a committed lease expires in the financial year ending 31 December 2007, the CMT Manager has assumed that the rental rates payable under the new lease (or lease renewal) will be the Market Rent, increased by the projected growth rate in accordance with the methodology set out in paragraph 1.1.4 below, or the actual rent committed (if the lease agreement or letter of offer has been entered into).

Gross Rental Income from Asset Enhancement Works The asset enhancement works for Tampines Mall, Funan, IMM Building, Plaza Singapura, Bugis Junction and Sembawang Shopping Centre are expected to be carried out in 2006 and 2007. The forecast and projection has taken into account the potential revenue loss during the period when the asset enhancement works are being carried out as well as the additional revenue arising from some asset enhancement works which are expected to be completed within the Forecast Period and Projection Year. However, the impact of the additional revenue resulting from full completion of the asset enhancement works are not fully reflected in the Forecast Period and Projection Year.

For Tampines Mall, Funan, Plaza Singapura and Bugis Junction, asset enhancement works comprise mainly addition and alteration works, reconfiguration of leasable area and tenant re-mixing. Some of the works are already in progress, while the rest are scheduled to commence in the second half of 2006. The works are targeted to be completed in phases, with full completion by 2008.

For IMM Building, Phase 1 of the asset enhancement works was completed in 2004. The CMT Manager has commenced the main enhancement works in the first quarter 2006. These enhancement works are expected to be fully completed by 2008.

For Sembawang Shopping Centre, asset enhancement work involving decantation of the residential GFA to increase the retail leasable area and enhance the retail offerings, is scheduled to commence in the second half of 2007 and targeted to be fully completed by 2008.

Turnover Rent Certain tenants have provisions in their leases for the payment of turnover rent in addition to the base rent and service charge. In order to forecast turnover rent for the Existing Properties, the CMT Manager has reviewed the average historical turnover rent figures for each tenant that pays turnover rent. Where historical turnover rent figures are not available, the CMT Manager has made an estimate of the tenant’s expected turnover, based on information provided by the tenant and other factors such as the outlook for retail sales. Based on this assessment, the CMT Manager makes a forecast of the turnover rent for the Forecast Period. It is further assumed that there is no growth in the turnover rent for the Projection Year.

99 As at 31 March 2006, approximately 72.4% out of all committed retail leases (by number of leases) of the Existing Properties contain provisions for payment of turnover rent. While it is anticipated that this proportion will increase over time as new leases are signed, only those committed leases and renewals of committed leases which contain turnover rent provisions and new leases/renewals entered into for units which previously contained turnover rent provisions have been included when preparing the forecast and projection. Turnover rent of the Existing Properties is forecast and projected to account for approximately 2.7% of Gross Revenue for both the Forecast Period and the Projection Year.

1.1.2 Car Park Income Car park income includes revenue earned from the operations of the car parks at the Existing Properties (with the exception of IMM Building and Bugis Junction) and 40.0% of the car park income from Raffles City. The forecast car park income earned from the Existing Properties for the Forecast Period is based on income collections as at 31 March 2006. In order to project car park income for the Projection Year for the Existing Properties, it has been assumed that there is no growth from the full year 2006.

1.1.3 Other Income Other income includes signage licence fees, casual leasing and other miscellaneous income from the Existing Properties and 40.0% of the other income earned from the CMT RC Interest. The forecast of other income earned from the Existing Properties for the Forecast Period is based on existing licence agreements and income collections as at 31 March 2006. In order to project other income for the Projection Year for the Existing Properties, it has been assumed that there is no growth from the full year 2006.

1.1.4 Market Rent Growth Rates The table summarises the Market Rent growth rates assumed for the forecast and projection for Existing Properties. These growth assumptions reflect the CMT Manager’s assessment of the Market Rent’s growth rates, after having regard to (i) the estimated rate of consumer price inflation in Singapore; (ii) the outlook for the general economy including gross domestic product growth rates; (iii) the demand level for tenancies in the Existing Properties; and (iv) the outlook for retail sales in Singapore.

The Market Rent growth rates have been used to forecast and project the Gross Rental Income payable under the new leases (or lease renewals) signed in the Forecast Period and the Projection Year. The Market Rent growth rates set out below are annual figures but have been assumed to apply to the relevant figures compounded on a monthly basis.

Forecast Period Projection Year (1 September 2006 – (Financial year ending 31 December 2006) 31 December 2007) Existing Properties Retail (excluding turnover rents) 3.0% 3.0% Office & Warehouse at IMM 0.0% 0.0% Building

100 1.1.5 Lease Renewals and Vacancy Allowances for the Existing Properties Retail Leases: For leases expiring between 1 April 2006 and 31 December 2007, where the actual vacancy periods are already known pursuant to commitments to lease which are in place as at 31 March 2006, the actual vacancy periods have been used in the forecast and projection.

For the other leases expiring between 1 April 2006 and 31 December 2007 , it has been assumed that leases representing 50.0% of the Gross Rental Income (excluding turnover rents) derived from such leases expiring in 2006 and 2007 will be renewed and will not experience any vacancy period. It has been assumed that leases representing the remaining 50.0% of the Gross Rental Income (excluding turnover rents) derived from the other leases expiring between 1 April 2006 and 31 December 2007 will experience a one-month vacancy period before rent becomes payable under a new lease.

Office Leases (at IMM Building): For the office leases, it has been assumed that all leases expiring between 1 April 2006 and 31 December 2007 will experience a three-month vacancy period before renewal or before a new lease commences. Also, all existing vacant spaces are assumed to continue to be vacant.

Warehouse Leases (at IMM Building): For the warehouse leases, it has been assumed that all leases expiring between 1 April 2006 and 31 December 2007 will experience a six-month vacancy period before renewal or before a new lease commences. Also, all existing vacant spaces are assumed to continue to be vacant.

1.2 Property Operating Expenses for the Existing Properties

1.2.1 Property Tax It has been assumed that property tax for the Existing Properties will be 10.0% of the base rental income, car park and other income. The exceptions are IMM Building and Plaza Singapura where the property tax is assumed to be based on 10.0% of the annual value. During the period where asset enhancement works are carried out in Sembawang Shopping Centre, property tax is assumed to be 10.0% of the annual value.

1.2.2 Property Management Fee Property Management Fee is based on 2.0% per annum of Gross Revenue of the Existing Properties plus 2.0% per annum of Net Property Income of the Existing Properties and 0.5% per annum of Net Property Income of the Existing Properties in lieu of leasing commissions otherwise payable to the Property Manager and/or third party agents.

1.2.3 Other Property Operating Expenses (Utility, Repairs and Maintenance, and Reimbursable Staff Costs) In order to forecast the other property operating expenses for the Forecast Period, the CMT Manager has made an assessment on the basis of actual historical operating costs and the service contracts which were committed as at 31 March 2006. For the Projection Year, the CMT Manager assumes that the other property operating expenses are expected to increase by the following projected growth rates from the full year 2006:

101 Projected Growth Rates (per annum) Existing Properties Utility (Except IMM Building) 8.0% Reimbursable Staff Costs 5.0% Repairs and Maintenance (Except Bugis Junction) 2.5% IMM Building Utility(1) 12.0% Bugis Junction Repairs and Maintenance(2) 10.0%

Notes: (1) This is a higher growth rate than that assumed for the other Existing Properties as it is expected that utilities consumption at IMM Building will increase upon completion of the asset enhancement works at IMM Building, which will lead to an increase in leasable area. (2) The growth rate for repairs and maintenance is assumed to be higher than that of the other Existing Properties, as it takes into account additional expenses required to improve the property’s maintenance standards.

1.2.4 Marketing Expenses For the Existing Properties, an individual assessment has been made of the marketing expenses for each of the properties for the Forecast Period on the basis of actual historical operating costs and the CMT Manager’s plans on advertising and promotions for each of the Existing Properties. It is assumed that marketing expenses are expected to increase by 2.5% per annum from the forecast marketing expenses for the full year 2006.

1.3 Management Fee for the Existing Properties The Base Component for the Existing Properties is 0.25% per annum of Property Value and is accrued daily. In addition, there is also a Performance Component, being 2.85% per annum of Gross Revenue of the Existing Properties, which is accrued daily. Both components are paid quarterly in accordance with the Trust Deed.

The Performance Component in relation to Tampines Mall, Junction 8 and Funan will be paid in the form of Units for the remainder of the 60-month period which commenced from the date the Units were first listed on the SGX-ST1, after which payment of the same will be in the form of cash. The issue price of such Units will be determined by a formula set out in the Trust Deed. According to the formula, the issue price is S$0.96 per Unit (being the price at which Units were offered to the public during the initial public offering of Units in July 2002), unless the 10-Day VWAP is S$2.00 or more per Unit, in which case the Units are to be issued at a discount of 25.0% from the 10-Day VWAP.

The Performance Component in relation to Plaza Singapura, Bugis Junction, Sembawang Shopping Centre, Hougang Plaza and Jurong Entertainment Centre, will be paid in the form of Units for the remainder of the 60-month period which commenced from the date the Units were first listed on the SGX-ST, after which payment of the same will be in the form of cash. The issue price of the Units will be the 10-Day VWAP.

1 The Units were first listed on the SGX-ST on 17 July 2002 and the 60-month period will end on 16 July 2007.

102 The CMT Manager has assumed the Performance Component in relation to the Existing Properties (except IMM Building) will be taken in the form of Units for both the Forecast Period and Projection Year. The 10-Day VWAP is assumed to be S$2.20 for the Forecast Period and the Projection Year for purpose of computing the number of Units for the Performance Component.

1.4 Other Expenses Other expenses of CMT include recurring operating expenses such as trustee’s fee, annual listing fees, valuation fees, legal fees, registry and depository charges, accounting, audit and tax adviser’s fees, postage, printing and stationery costs, costs associated with the preparation of annual reports, investor communications costs and other miscellaneous expenses.

1.5 Interest Income/Share of Profit of Associate It has been assumed that the amount of interest earned on CMT’s cash and other short term investments will be 0.50% per annum. For the Share of Profit of Associate, the CMT Manager has assumed a projected income of 8.50% per annum from CMT’s investment in Class “E” bonds issued by CRS for both the Forecast Period and the Projection Year.

1.6 Financing Costs CMT currently has a S$2.0 billion MTN Programme from Silver Maple, a special purpose company, of which S$1,093.0 million has been drawn down in five tranches, as summarised in the table below. To fund its loans to CMT, Silver Maple issued a mixture of fixed and floating rate notes with an aggregate face value of S$1,093.0 million, all of which are rated AAA by Fitch, Inc. and Standard & Poor’s and Aaa by Moody’s.

Term Loan Term Commencement Maturity Tranche A: S$172.0 million 5-year February 2002 February 2007 (“Tranche A Term Loan”) Tranche B: S$125.0 million 7-year June 2003 June 2010 Tranche C: S$335.0 million(1) 5-year August 2004 August 2009 (“Tranche C Term Loan”) Tranche D: S$433.0 million 7-year October 2005 October 2012 Tranche E: S$28.0 million revolving credit loan (“Tranche E RCF”)

Note: (1) The interest rate for Tranche C Term Loan is fixed up till August 2007.

In addition to the MTN Programme, CMT currently has two loan facilities amounting to S$300.0 million. As at the Latest Practicable Date, the Drawn Down Loan of S$30.0 million has been drawn down from these loan facilities to fund CMT’s asset enhancement works and finance the acquisition of the New Hougang Plaza Units. The CMT Manager has also put in place an additional loan facility of S$450.0 million. The CMT Total Loan Facilities of S$750.0 million will be used to part finance the CMT RC Acquisition.

The CMT Manager intends to part finance the CMT RC Acquisition through long-term borrowings, and the balance initially, through the RC Bridge Loan. For long-term borrowings, the

103 CMT Manager intends to take an amount of between S$487.6 million and S$660.6 million. The CMT Manager will determine the final quantum of the long-term borrowings, after having regard to market conditions and the structure of Equity Fund Raising. The RC Bridge Loan would range from approximately S$223.0 million to S$401.0 million, depending on the final quantum of the long-term borrowings. The CMT Manager intends to draw down from the CMT Total Loan Facilities to initially fund the RC Bridge Loan, which will subsequently be repaid from the proceeds to be raised from the Equity Fund Raising.

Out of the total long-term borrowings, approximately S$346.6 million will be taken at the RCS Trust’s level in the form of a secured term loan facility of up to five years (the“Proposed RCS Long Term Borrowing”). For the balance Proposed CMT RC Bridge Debt of between S$141.0 million and S$314.0 million, the CMT Manager intends to initially draw down from the CMT Total Loan Facilities.

The CMT Manager intends to convert the Proposed CMT RC Bridge Debt, the Drawn Down Loan and the Tranche E RCF into a long-term loan facility under the MTN Programme in February 2007, together with the refinancing of the Tranche A Term Loan which is due for refinancing in February 2007.

For Tranche A Term Loan (together with the refinancing for the Proposed CMT RC Bridge Debt, the Drawn Down Loan and the Tranche E RCF) and Tranche C Term Loan, the CMT Manager has assumed that the loans will be refinanced in February 2007 and August 2007 respectively, at an effective interest rate of approximately 4.50% per annum (including margin). For the Proposed RCS Long-Term Borrowing and the Proposed CMT RC Bridge Debt, the CMT Manager has assumed that the effective interest rate will be at 4.20% per annum (including margin). For the revolving loan arrangement, the CMT Manager has assumed that the effective interest rate will be at an average floating interest rate of 4.50% (including margin). The CMT Manager believes that the assumption of an average floating rate of 4.50% is reasonable based on the current Singapore dollar swap rates. As at Latest Practicable Date, the one-year swap offer rate was approximately 3.64%.

1.7 Capital Expenditure A provision of cashflow payments for the projected capital expenditure of the Existing Properties has been included in the Forecast Period and the Projection Year. This is projected based on the CMT Manager’s budget for expansions and renovations. It has been assumed that capital expenditure will be funded by bank borrowings and/or revolving credit facility. Capital expenditure incurred is capitalised as part of the Deposited Property of CMT and has no impact on the income statements and distribution other than affecting the financing costs.

Forecast Period Projection Year (1 September 2006 – (Financial year ending 31 December 2006) 31 December 2007) (S$ Million) (S$ Million) Existing Properties Expansion and Renovation(1) 23.8 66.9 Regular Capital Expenditure 6.1 17.2 Total Capital Expenditure 29.9 84.1

Note: (1) For asset enhancement works and major building capital expenditure projected for Tampines Mall, Funan, IMM Building, Plaza Singapura, Bugis Junction and Sembawang Shopping Centre.

104 1.8 Investment Properties For the period ending 31 December 2006 and the financial year ending 31 December 2007, the CMT Manager has made a hypothetical assumption that the value of the Existing Properties is S$3,365.0 million (based on the aggregate valuations as at 1 December 2005) and the value of the CMT RC Interest is S$877.7 million (based on CMT Total Acquisition Cost). It has been assumed that the Property Values of the Existing Properties will only increase by the amount of capital expenditure projected described in paragraph 1.7 above for the Forecast Period and the Projection Year. This assumption is made when estimating the Property Value and the value of the Deposited Property of CMT for the purposes of forecasting and projecting the Base Component and the trustee’s fee respectively.

1.9 Accounting Policies It has been assumed that there has been no significant change in applicable accounting policies or other financial reporting requirements that may have a material effect on CMT’s forecast and projected Net Property Income. A summary of the significant accounting policies of CMT may be found in CMT’s annual report for the financial year ended 31 December 2005.

1.10 Other Assumptions The following additional assumptions have been made in preparing the profit forecast and profit projection for the Existing Properties: • Other than the CMT RC Acquisition, CMT’s property portfolio remains unchanged. • No new Units will be issued by CMT other than for the (i) New Units; (ii) the CMT RC Acquisition Fee; (iii) payment of the Performance Component for the Existing Properties (except IMM Building); and (iv) payment of the CMT RCS Management Fee. • There will be no material change to the taxation legislation or other legislation. • There will be no material change to the tax ruling. • All leases and licences are enforceable and will be performed in accordance with their terms. • For the Forecast Period, it is assumed that in addition to the 100.0% taxable income arising from the Forecast Period, S$2.2 million of taxable income retained from the period 1 January 2006 to 31 March 2006 is included in the distributable income to Unitholders. For the Projection Year, it is assumed that 100.0% of the taxable income is distributed to Unitholders.

2. SECTION B: ASSUMPTIONS — RAFFLES CITY The major assumptions made in preparing the forecast and projected Gross Revenue and Net Property Income for Raffles City are set out below. The CMT Manager, together with the CCT Manager, considers these assumptions to be appropriate and reasonable at the date of this Circular.

2.1 RC Gross Revenue RC Gross Revenue is the aggregate of Gross Rental Income earned from the leasing of shops in the RC Shopping Centre (“RC Retail Gross Rental Income”), the leasing of offices in the RC Office Tower (“RC Office Gross Rental Income”) and the Hotels and Convention Centre Lease (“RC Hotels Gross Rental Income”), as well as the car park income (“RC Car Park Income”) and other income (“RC Other Income”) earned from Raffles City. The assumptions used in calculating the RC Gross Revenue are set out below:

105 2.1.1 RC Retail Gross Rental Income The RC Retail Gross Rental Income comprises gross rent, turnover rent and advertising and promotion levy earned from the RC Shopping Centre.

Gross Rental Income (Excluding Turnover Rent)

In order to forecast and project the RC Retail Gross Rental Income (excluding turnover rent), the CMT Manager, together with the CCT Manager, has, in the first instance, used rent payable under the committed leases (including letters of offer which are to be followed up with tenancy agreements to be signed by the parties) for the RC Shopping Centre as at 31 March 2006.

Following the expiry of a committed lease during the period from 1 April 2006 to 31 December 2007, the CMT Manager, together with the CCT Manager, has used the following process to forecast and project the RC Retail Gross Rental Income (excluding turnover rent) for the period following such expiry: • The CMT Manager, together with the CCT Manager, has assessed the Market Rent for each portion of lettable area as at 31 March 2006. The Market Rent is the rent which the CMT Manager, together with the CCT Manager, believes could be achieved if each lease was re-negotiated as at 31 March 2006 and is estimated with reference to (i) the rent payable pursuant to comparable leases for tenancies that have recently been negotiated, (ii) the effect of competing shopping centres, (iii) assumed tenant retention rates on lease expiry, (iv) likely market conditions, (v) inflation levels, and (vi) tenant demand levels. • If a committed lease expires in the period from 1 April 2006 to 31 December 2006, the CMT Manager, together with the CCT Manager, has assumed that the rental rate for a new lease (or a lease renewal) which commences in the period from 1 April 2006 to 31 December 2006 is the Market Rent, increased by the forecast growth rate of 3.0% per annum or the actual rent committed (if the lease agreement or letter of offer has been entered into). • If a committed lease expires in the Projection Year, the CMT Manager, together with the CCT Manager, has assumed that the rent payable under the new lease (or lease renewal) will be the Market Rent, increased by the projected growth rate of 3.0% per annum, or the actual rent committed. • The growth rate of 3.0% per annum is assumed after having regard to (i) the estimated rate of consumer price inflation in Singapore, (ii) the outlook for the general economy including gross domestic product growth rates, (iii) the demand level for tenancies in the RC Shopping Centre, and (iv) the outlook for retail sales in Singapore. The 3.0% growth rate is an annual figure but has been assumed to apply to the relevant figures compounded on a monthly basis. • For the other leases expiring in 2006 and 2007, it has been assumed that leases representing 50.0% of the RC Retail Gross Rental Income (excluding turnover rent) derived from such leases will be renewed and will not experience any vacancy period. It has been assumed that leases representing the remaining 50.0% of the RC Retail Gross Rental Income (excluding turnover rent) derived from the other leases expiring in 2006 and 2007 will experience a one-month vacancy period before rent becomes payable under a new lease. For those leases, where the actual vacancy periods are already known pursuant to commitments to lease which are in place as at 31 March 2006, the actual vacancy periods have been used in the forecast and projection.

106 Gross Rental Income from Asset Enhancement Works Asset enhancement works are currently being carried out at Basement 1 of the RC Shopping Centre to create a revamped marketplace concept called “The Raffles Marketplace”. An additional lettable area of approximately 53,000 sq ft (4,900 sq m) will be created to house a variety of fashion, food, music, books and lifestyle retail tenants. The asset enhancement works are expected to be completed by August 2006.

Turnover Rent For the RC Shopping Centre, approximately 83.3% out of all committed leases (by number of leases) contains provisions for payment of turnover rent. The typical turnover rent provision in the leases is based on payment of either (i) gross rent or (ii) a percentage of their gross turnover, whichever yields the higher amount.

In order to forecast turnover rent for the RC Shopping Centre, the CMT Manager, together with the CCT Manager, has reviewed average historical turnover rent figures for each tenant that pays turnover rent. Where historical turnover rent figures are not available, the CMT Manager, together with the CCT Manager, has made an estimate of the tenant’s expected turnover, based on information provided by the tenant and other factors such as the outlook for retail sales. Based on this assessment, the CMT Manager, together with the CCT Manager, makes a forecast of the turnover rent for the Forecast Period. It is further assumed that the turnover rent is projected to increase by 3.0% for the Projection Year.

Turnover rent of Raffles City Shopping Centre is forecast and projected to account for less than 1.0% of RC Retail Gross Rental Income for both the Forecast Period and the Projection Year.

2.1.2 RC Office Gross Rental Income In order to forecast and project the RC Office Gross Rental Income, the CMT Manager, together with the CCT Manager, has, in the first instance, used rent payable under the committed leases of the RC Office Tower as at 31 March 2006.

For a committed lease expiring during the period from 1 April 2006 to 31 December 2006, the CMT Manager, together with the CCT Manager, has used the following process to forecast and project the RC Office Gross Rental Income for the period following such expiry: • The CMT Manager, together with the CCT Manager, has assessed the Market Rent for the leases due for renewal. The Market Rent is the rent which the CMT Manager, together with the CCT Manager, believes could be achieved if each lease was re-negotiated as at 31 March 2006 and is estimated with reference to the rent payable pursuant to comparable leases for tenancies that have recently been negotiated, the achievable rents of competing office buildings, likely market conditions, inflation rates and tenant demand levels. • The CMT Manager, together with the CCT Manager, has assessed each of the expiring leases and the likelihood of tenant renewals for committed leases expiring in the period from 1 April 2006 to 31 December 2006. During the period from 1 April 2006 to 31 December 2006, leases of 222,912 sq ft or 58.7% of Net Lettable Area at the RC Office Tower (“Net Office Lettable Area”) will be due for renewal. It has been assumed that leases of 192,428 sq ft or 86.3% of the Net Office Lettable Area due for renewal have been renewed or will be renewed, taking into account the actual committed renewals and tenants who have expressed their intention to renew their leases as at 31 March 2006. Having

107 considered the two office tenants (which account for 24,370 sq ft of Net Office Lettable Area), who have expressed their intention not to renew their leases, the CMT Manager, together with the CCT Manager, has assumed that 80.0% of the remaining leases totalling 6,114 sq ft or 2.7% of Net Office Lettable Area due for renewal, where renewal negotiations have not commenced, will be renewed.

If a committed lease expires in the Projection Year, the CMT Manager, together with the CCT Manager, has assumed that the rental rates payable under lease renewal will be the Market Rent of comparable properties, increased by the projected growth rate of 5.0% per annum from the prevailing market rental rates as at 31 March 2006. For the Projection Year, leases of 115,197 sq ft or 30.3% of the Net Office Lettable Area will be due for renewal. It has been assumed that 80.0% of these leases will be renewed.

For the office leases which are assumed not to be renewed in 2006 and 2007, we have adopted a vacancy allowance of four months.

2.1.3 RC Hotels Gross Rental Income The Hotels and the Convention Centre are leased to RC Hotels. Under the Hotels and Convention Centre Lease, RC Hotels pays a gross rental income which includes step-up minimum rent, service charge and variable rent based on a percentage of gross operating revenue (“GOP Percentage”) generated from the Hotels and the Convention Centre.

For the unexpired remaining annual rental periods from 7 November 2005 to 6 November 2011, the minimum rent component will be on a yearly step-up structure, increasing from S$26.0 million to S$44.0 million.

For the annual rental period from 7 November 2005 to 6 November 2006, the variable rent component is 9.5% of the gross operating revenue generated from the Hotels and the Convention Centre. For each annual rental period thereafter up to and including the annual rental period ending 6 November 2011, the variable rent will be 8.5% of gross operating revenue up to S$250.0 million and 13.0% of gross operating revenue over S$250.0 million.

The CMT Manager, together with the CCT Manager, has forecast and projected the minimum rent revenue based on the committed lease structure. To derive the variable rent revenue for both the Forecast Period and Projection Year, the GOP Percentage adopted is based on the committed lease structure. In order to forecast the variable rent, the CMT Manager, together with the CCT Manager, has reviewed the historical gross operating revenue figures generated from the Hotels and the Convention Centre and assessed the outlook for the Singapore hotel sector. Based on this assessment, the CMT Manager, together with the CCT Manager, has assumed that the gross operating revenue generated from the Hotels and the Convention Centre is projected to grow at 2.5% per annum for both the Forecast Period and the Projection Year.

2.1.4 RC Car Park Income RC Car Park Income includes income earned from the operations of the RC Car Park. RC Car Park Income for the Forecast Period is projected based on its historical car park income, and is assumed to grow at 3.0% per annum for the Projection Year.

108 2.1.5 RC Other Income RC Other Income includes signage licence fees, casual leasing and other miscellaneous income from the RC Shopping Centre, as well as tenant recoveries earned from both the RC Shopping Centre and the RC Office Tower.

RC Other Income for the Forecast Period and the Projection Year is forecasted and projected based on historical income and license agreements committed as at 31 March 2006, as well as the outlook for casual leasing at the RC Shopping Centre.

2.2 Property Operating Expenses

2.2.1 Property Tax The property tax assumption is set out in the table below:

Income Source Property Tax Assumption RC Retail Gross Rental Income 10.0% of RC Retail Gross Rental Income after deducting an assumed service charge rate and advertising and promotion levy (where applicable) RC Office Gross Rental Income 10.0% of RC Office Gross Rental Income after deducting an assumed service charge rate RC Hotels Gross Rental Income 10.0% of RC Hotels Gross Rental Income less service charge RC Car Park Income 10.0% of RC Car Park Income (after allowing for an assumed deductible car park operating expenses) RC Other Income 10.0% of RC Other Income less tenant recoveries

2.2.2 RCS Property Management Fee RCS Property Management Fee is based on 2.00% per annum of Gross Revenue of Raffles City plus 2.50% of Net Property Income of Raffles City (inclusive of leasing and/or marketing commissions).

2.2.3 Other Property Operating Expenses (Utility, Repairs and Maintenance, and Reimbursable Staff Costs) In order to forecast the other property operating expenses for the Forecast Period, the CMT Manager, together with the CCT Manager, took into consideration the actual historical operating costs and the service contracts which were committed as at 31 March 2006. The other property operating expenses for the Projection Year are assumed to increase by 2.5% per annum, with the exception of utility expenses which are forecast and projected based on the CMT Manager and CCT Manager’s assessment of the utility consumption and the forecast tariff rate, taking into account the actual historical utility consumption and outlook for oil price. For the Projection Year, the utility expense is projected to increase by 4.0% per annum from the annualised utilities expense in the Forecast Period.

109 2.2.4 Marketing Expenses The CMT Manager, together with the CCT Manager, has assumed that approximately S$1.0 million and S$2.7 million will be incurred as marketing expenses for the Forecast Period and Projection Year respectively, after taking into consideration the actual historical marketing expenses and marketing expenses which were committed as at 31 March 2006.

2.3 RCS Management Fee The base component of the RCS Management Fee is 0.25% per annum of the value of the Deposited Property of the RCS Trust. In addition, there is also a performance component of the RCS Management Fee, being 4.00% of Net Property Income of the RCS Trust.

It is assumed that the RCS Management Fee is paid in the units in the RCS Trust, and each of CMT Manager and the CCT Manager shall issue and receive for their own account such number of Units or units in CCT (as the case may be) as may be purchased with the respective amount of the RCS Management Fee received by each of the CMT Trustee and the CCT Trustee respectively.

For the CMT RCS Management Fee, the CMT Manager has assumed that the issue price of the Units will be based on 10-Day VWAP, in accordance with the Trust Deed. The CMT Manager has assumed the 10-Day VWAP to be S$2.20 for both the Forecast Period and the Projection Year.

2.4 Other Expenses Other expenses of the RCS Trust include recurring operating expenses such as the RCS Trust Trustee-Manager’s trustee’s fee, annual valuation fees, legal fees, registry and depository charges, accounting, audit and tax adviser’s fees, postage, printing and stationery costs, investor communications costs and other miscellaneous expenses.

2.5 Financing Costs The CMT Manager, together with the CCT Manager, currently intends to borrow S$866.4 million, to be incurred by the RCS Trust in the form of a secured term loan facility of up to five years to part finance the Acquisition.

The CMT Manager, together with the CCT Manager, has assumed that the interest on the term loan of S$866.4 million will be subject to an effective interest rate of approximately 4.20% per annum (including margin).

2.6 Capital Expenditure A provision of cashflow payments of S$3.5 million and S$5.0 million for the projected capital expenditure of Raffles City has been included in the Forecast Period and the Projection Year respectively. This is projected based on the CMT Manager’s and the CCT Manager’s budget for expansions and renovations of Raffles City, after having regard to the Sale and Purchase Agreement where the RCS Trust is required to assume the remaining costs committed by TPPL for certain building capital expenditure relating to Raffles City.

It is further assumed that the capital expenditure will be funded by bank borrowings. Capital expenditure incurred is capitalised as part of the Deposited Property and has no impact on the income statements and distribution other than affecting the financing costs.

110 2.7 Investment Property The carrying value for Raffles City is hypothetically assumed to be S$2,194.2 million. It has been assumed that the property value of Raffles City will only increase by the projected amount of capital expenditure described in paragraph 2.6 above for the period ending 31 December 2006 and the Projection Year. This assumption is made when estimating the value of the Deposited Property for the purpose of forecasting and projecting the base component of the RCS Management Fee and the RCS Trust Trustee-Manager’s trustee’s fee.

2.8 Other Assumptions The following additional assumptions have been made in preparing the profit forecast and profit projection for Raffles City: • It has been assumed that the RCS Trust adopts significant accounting policies that are consistent with both CMT and CCT (a summary of the significant accounting policies of CMT and CCT may be found in CMT’s and CCT’s annual reports for the financial year ended 31 December 2005). • There has been no significant change in applicable accounting policies or other financial reporting requirements that may have a material effect on the forecast and projected Net Property Income for Raffles City. • There will be no material change to the taxation legislation or other legislation. • There will be no material change to the tax ruling. • All leases and licences are enforceable and will be performed in accordance with their terms. • 100.0% of the distributable income is distributed from the RCS Trust in accordance with the CMT RC Interest and CCT RC Interest for the Forecast Period and the Projection Year.

3. SECTION C: SENSITIVITY ANALYSIS The profit forecast and profit projection is based on a number of key assumptions that have been outlined earlier in this appendix.

Unitholders should be aware that future events cannot be predicted with any certainty and deviations from the figures forecast or projected in this Circular are to be expected. To assist Unitholders in assessing the impact of these assumptions on the profit forecast and profit projection, sensitivity of the distribution per Unit to changes in the key assumptions are set out below.

The sensitivity analysis is intended to provide a guide only and variations in actual performance could exceed the ranges shown. Movements in other variables may offset or compound the effect of a change in any variable beyond the extent shown.

The sensitivity analysis has been prepared using the same assumptions as those set out earlier in this appendix.

111 3.1 Market Rent Growth Rates Changes in Market Rent’s growth rates for the leases (including the Existing Properties, the RC Shopping Centre and the RC Office Tower, as well as the variable rent component for the Hotels and Convention Centre Lease) not committed as at 31 March 2006 impact the Net Property Income of CMT. The impact of variations in the growth rates on DPU is set out below:

3.1.1 Scenario A: CMT Gearing Level Increases to 37.1%

Assuming New Units Issue S$2.20 S$2.50 Price of Distribution Per Unit

Forecast Projection Forecast Projection Period(1) Year Period(1) Year (cents) (cents) (cents) (cents)

20.0% above Base Case’s 11.19 11.48 11.35 11.65 Growth Rate

Base Case’s Growth Rate(2) 11.17 11.42 11.34 11.58

20.0% below Base Case’s 11.16 11.36 11.32 11.53 Growth Rate

Notes: (1) Annualised figure (2) Under the base case, the growth rate assumed for retail leases of the Existing Properties and the RC Shopping Centre is 3.0% per annum, while the growth rate assumed for office leases at the RC Office Tower is 5.0% per annum. A growth rate of 2.5% per annum is assumed for the gross operating revenue generated from the Hotels and Convention Centre. No growth is assumed for the office and warehouse leases at IMM Building.

3.1.2 Scenario B: CMT Gearing Level Increases to 41.1%

Assuming New Units Issue S$1.90 S$2.20 Price of Distribution Per Unit (cents) Forecast Projection Forecast Projection Period(1) Year Period(1) Year (cents) (cents) (cents) (cents) 20.0% above Base Case’s 11.18 11.45 11.30 11.58 Growth Rate

Base Case’s Growth Rate(2) 11.16 11.39 11.29 11.51 20.0% below Base Case’s 11.14 11.33 11.27 11.45 Growth Rate

112 3.2 Vacancy Allowance for Retail Leases Changes in vacancy allowances for retail leases of the Existing Properties and the RC Shopping Centre impact the Net Property Income of CMT. The impact of variations in the vacancy allowance on DPU is set out below:

3.2.1 Scenario A: CMT Gearing Level Increases to 37.1%

Assuming New Units Issue S$2.20 S$2.50 Price of Distribution Per Unit

Forecast Projection Forecast Projection Period(1) Year Period(1) Year (cents) (cents) (cents) (cents)

75.0% of Expiring Leases Incur 11.03 11.33 11.19 11.49 One Month Vacancy Period

50.0% of Expiring Leases Incur 11.17 11.42 11.34 11.58 One Month Vacancy Period

25.0% of Expiring Leases Incur 11.34 11.51 11.50 11.68 One Month Vacancy Period

Note: (1) Annualised figure

3.2.2 Scenario B: CMT Gearing Level Increases to 41.1%

Assuming New Units Issue S$1.90 S$2.20 Price of Distribution Per Unit Forecast Projection Forecast Projection Period(1) Year Period(1) Year (cents) (cents) (cents) (cents) 75.0% of Expiring Leases Incur 11.01 11.29 11.13 11.42 One Month Vacancy Period

50.0% of Expiring Leases Incur 11.16 11.39 11.29 11.51 One Month Vacancy Period

25.0% of Expiring Leases Incur 11.33 11.49 11.46 11.61 One Month Vacancy Period

Note: (1) Annualised figure

113 3.3 Other Property Operating Expenses and Marketing Expenses Changes in other property operating expenses and marketing expenses impact the Net Property Income of CMT. The impact of variations in other property operating expenses and marketing expenses on DPU is set out below:

3.3.1 Scenario A: CMT Gearing Level Increases to 37.1%

Assuming New Units Issue S$2.20 S$2.50 Price of Distribution Per Unit Forecast Projection Forecast Projection Period(1) Year Period(1) Year (cents) (cents) (cents) (cents) 2.5% above Base Case’s 11.05 11.29 11.21 11.46 Operating Expenses(2) Base Case’s Operating 11.17 11.42 11.34 11.58 Expenses 2.5% below Base Case’s 11.30 11.54 11.46 11.71 Operating Expenses(3)

Notes: (1) Annualised figure (2) Under this sensitivity scenario, other operating expenses and marketing expenses for both the Existing Properties and Raffles City are assumed to be 2.5% higher than that under the base case. The rest of the property operating expenses including property management fee and RCS Property Management Fee will vary in accordance with the respective fee formula. (3) Under this sensitivity scenario, other operating expenses and marketing expenses for both the Existing Properties and Raffles City are assumed to be 2.5% lower than that under the base case. The rest of the property operating expenses including property management fee and RCS Property Management Fee will vary in accordance with the respective fee formula.

3.3.2 Scenario B: CMT Gearing Level Increases to 41.1%

Assuming New Units Issue S$1.90 S$2.20 Price of Distribution Per Unit Forecast Projection Forecast Projection Period(1) Year Period(1) Year (cents) (cents) (cents) (cents) 2.5% above Base Case’s 11.03 11.26 11.15 11.38 Operating Expenses(2) Base Case’s Operating 11.16 11.39 11.29 11.51 Expenses 2.5% below Base Case’s 11.29 11.51 11.42 11.64 Operating Expenses(3)

114 3.4 Interest Rate Changes in interest rates (for the Proposed RCS Long-Term Borrowing, Proposed CMT RC Bridge Debt, revolving credit loans and other loans which are subject to refinancing under the Forecast Period or the Projection Year) impact the financing costs, and therefore the distributable income of CMT. The impact of variations in interest rate on DPU is set out below.

3.4.1 Scenario A: CMT Gearing Level Increases to 37.1%

Assuming New Units Issue S$2.20 S$2.50 Price of Distribution Per Unit Forecast Projection Forecast Projection Period(1) Year Period(1) Year (cents) (cents) (cents) (cents) 10 Basis Points above Base 11.14 11.36 11.30 11.52 Case’s Interest Rates Base Case’s Interest Rates(2) 11.17 11.42 11.34 11.58 10 Basis Points below Base 11.21 11.48 11.37 11.64 Case’s Interest Rates

Notes: (1) Annualised figure (2) The assumed interest rates for the various loans under the base case are set out below: (i) The Tranche A Term Loan (together with the refinancing of the Proposed CMT RC Bridge Debt, the Drawn Down Loan and the Tranche E RCF) and Tranche C Term Loan are assumed to be refinanced at an effective interest rate of approximately 4.50% per annum (including margin); (ii) An effective interest rate of 4.20% per annum (including margin) is assumed for the Proposed RCS Long-Term Borrowing and the Proposed CMT RC Bridge Debt; and (iii) An effective interest rate of 4.20% per annum (including margin) is assumed for the revolving loan arrangement.

3.4.2 Scenario B: CMT Gearing Level Increases to 41.1%

Assuming New Units Issue S$1.90 S$2.20 Price of Distribution Per Unit Forecast Projection Forecast Projection Period(1) Year Period(1) Year (cents) (cents) (cents) (cents) 10 Basis Points above Base 11.11 11.31 11.23 11.44 Case’s Interest Rates Base Case’s Interest Rates(2) 11.16 11.39 11.29 11.51 10 Basis Points below Base 11.21 11.46 11.34 11.59 Case’s Interest Rates

115 APPENDIX 3

INDEPENDENT ACCOUNTANTS’ REPORT ON THE PROFIT FORECAST AND PROFIT PROJECTION

The Board of Directors CapitaMall Trust Management Limited (in its capacity as Manager of CapitaMall Trust) 39 Robinson Road #18-01 Robinson Point Singapore 068911

HSBC Institutional Trust Services (Singapore) Limited (in its capacity as Trustee of CapitaMall Trust) 21 Collyer Quay #14-01 HSBC Building Singapore 049320

26 June 2006

Dear Sirs

Letter from the Reporting Accountants on the Profit Forecast for the period from 1 September 2006 to 31 December 2006 and the Profit Projection for the year ending 31 December 2007

This letter has been prepared for inclusion in the Circular (the “Circular”) to be issued in connection with the proposed acquisition of Raffles City and the proposed issue of new units in CapitaMall Trust (“CMT”) for purpose of raising funds under the equity fund raising (the “Issue”).

The directors of CapitaMall Trust Management Limited (the “Directors”) are responsible for the preparation and presentation of the forecast and projected Consolidated Statement of Net Income for the period from 1 September 2006 to 31 December 2006 (the “Profit Forecast”) and the year ending 31 December 2007 (the “Profit Projection”) as set out on pages 90 to 97 of the Circular, which has been prepared on the basis of their assumptions as set out on pages 98 to 111 of the Circular (the “Assumptions”).

We have examined the Profit Forecast of CMT for the period from 1 September 2006 to 31 December 2006 and the Profit Projection for the year ending 31 December 2007 as set out on pages 90 to 97 of the Circular in accordance with Singapore Standard on Assurance Engagements applicable to the examination of prospective financial information. The Directors are solely responsible for the Profit Forecast and Profit Projection including the Assumptions on which they are based.

Profit Forecast Based on our examination of the evidence supporting the Assumptions, nothing has come to our attention which causes us to believe that the Assumptions do not provide a reasonable basis for the Profit Forecast. Further, in our opinion the Profit Forecast, so far as the accounting policies and calculations are concerned, is properly prepared on the basis of the Assumptions, is consistent with the accounting policies normally adopted by CMT and is presented in accordance with the relevant presentation principles of Recommended Accounting Practice 7 “Reporting Framework for Unit Trusts” (but not all the required disclosures for the purposes of this letter) issued by the Institute of Certified Public Accountants of Singapore (“ICPAS”), which is the framework adopted by CMT in the preparation of its financial statements.

116 Profit Projection The Profit Projection is intended to show a possible outcome based on the Assumptions. Because the length of the period covered by the Profit Projection extends beyond the period covered by the Profit Forecast, the Assumptions used in the Profit Projection (which included hypothetical assumptions about future events which may not necessarily occur) are more subjective than would be appropriate for a profit forecast. The Profit Projection does not therefore constitute a profit forecast.

Based on our examination of the evidence supporting the Assumptions, nothing has come to our attention which causes us to believe that the Assumptions do not provide a reasonable basis for the Profit Projection. Further, in our opinion the Profit Projection, so far as the accounting policies and calculations are concerned, is properly prepared on the basis of the Assumptions, is consistent with the accounting policies normally adopted by CMT and is presented in accordance with the relevant presentation principles of Recommended Accounting Practice 7 “Reporting Framework for Unit Trusts” (but not all the required disclosures for the purposes of this letter) issued by the ICPAS, which is the framework adopted by CMT in the preparation of its financial statements.

Events and circumstances frequently do not occur as expected. Even if the events anticipated under the hypothetical assumptions described above occur, actual results are still likely to be different from the Profit Forecast and Profit Projection since other anticipated events frequently do not occur as expected and the variation may be material. The actual results may therefore differ materially from those forecast and projected. For the reasons set out above, we do not express any opinion as to the possibility of achievement of the Profit Forecast and Profit Projection.

Attention is drawn, in particular, to the sensitivity analysis of the Directors’ Profit Forecast and Profit Projection as set out on pages 111 to 115 of the Circular.

Yours faithfully

KPMG Certified Public Accountants (Partner-in-charge: Leong Kok Keong)

Singapore

117 APPENDIX 4 VALUATION CERTIFICATES

16 March 2006 VALUATION CERTIFICATE Property: Swissotel The Stamford at 2 Stamford Road Raffles The Plaza at 80 Bras Basah Road Raffles City Tower at 250 North Bridge Road Raffles City Shopping Centre at 252 North Bridge Road collectively known as “Raffles City”, Singapore Client: CapitaCommercial Trust Management Limited (as Manager of CapitaCommercial Trust) and CapitaMall Trust Management Limited (as Manager of CapitaMall Trust) Trust: CapitaCommercial Trust and CapitaMall Trust Purpose: Acquisition and Corporate Finance Interest Valued: Leasehold for a term of 99 years commencing from 16-7-1979. Balance term 72.33 years. Basis of Valuation: Market Value subject to existing tenancies and occupational arrangements. Registered Owner: Tincel Properties (Private) Limited Legal Description: Town Subdivision 11 Lots 482M, 483W and 484V Land Area (sq m): 32,787.1 Town Planning: Hotel with a plot ratio of 9.9 per 2003 Master Plan. We understand that due to various road widenings, the existing plot ratio of the development is 10.4034. Brief Description: Raffles City is an integrated hotel, office and retail development which also contains a convention centre. It comprises Swissotel The Stamford, a 73-storey hotel; Raffles The Plaza, a hotel with 28-storey twin towers; Raffles City Tower, a 42-storey office tower; and Raffles City Shopping Centre comprising a 7-storey with 3 basement levels retail complex. Raffles City commenced trading in phases, from November 1985 to June 1986 and has been periodically refurbished and reconfigured. Car parking is provided on the basement levels for approximately 1,073 vehicles. Tenancy Profile: The retail component incorporates Robinsons, Jasons Market Place, Food Junction, 157 specialty tenancies (including kiosks and ATMs) and 34 vacant retail units whilst the office component incorporates Economic Development Board, Phillip Securities (Pte) Ltd, Accenture Pte Ltd, 40 other office tenancies and 2 vacant office units. The areas occupied by Swissotel The Stamford and Raffles The Plaza are currently leased to RC Hotels (Pte) Ltd for a term of 20 years commencing from 7 November 1996. NLA (sq m) 69,443.97 (office and upon completion of B1 & B2 retail but excluding hotel component) Hotel Rooms: 2,032 rooms GFA (sq m) 320,594.21 sq m including 768.49 sq m which shall not form part of the development potential on the site upon redevelopment and cannot be converted to other uses for any reason whatsoever. General Comment: The Singapore Government has introduced legislation in 2005 whereby REIT vehicles purchasing Singapore based property will not have to pay stamp duty on purchases during the next 5 years. In view of the size and quantum of the property, we have assumed that the property will be injected into a REIT vehicle and hence stamp duty has not been included in our valuation analysis. This combined with continuing demand retail and office investments particularly where further development, remixing or refurbishment potential exists has demand exceeding supply. These factors have seen yields and total return benchmarks for investment properties firming considerably. Valuation Approaches: Capitalisation Approach, Discounted Cash Flow Analysis & Direct Comparision Method Date of Valuation: 16 March 2006 Assessed Value: Value after deducting the building capital expenditure as well as asset enhancement work at Basements 1 and 2 (estimated at S$41,000,000) and the “Additional Payment” (referred to below) payable by buyer: S$2,085,000,000 This valuation is exclusive of GST. (Two Billion Eighty Five Million Dollars) Value of the property upon completion of the building capital expenditure and asset enhancement work at Basements 1 and 2, as at the date of valuation: S$2,166,000,000 This valuation is exclusive of GST. (Two Billion One Hundred Sixty Six Million Dollars) Critical Assumption: Having regard to the terms and conditions of the agreement for sale relating to the property which obliges the purchaser to (a) assume the building capital expenditure as well as asset enhancement work at Basements 1 and 2 (estimated at S$41,000,000), and (b) make payment of the “Additional Payment” sum for certain property related liabilities, borrowings and provisions, including an amount equivalent to security deposits and electricity deposits paid by occupiers of the property, provisions for income tax and other liabilities and borrowings relating to the operation of the property which is not to exceed S$40,000,000. The assessed value of S$2,085,000,000 has been derived by deducting the foregoing amounts of (i) S$41,000,000 and (ii) S$40,000,000 respectively from the assessed value of the property upon completion of the building capital expenditure as well as asset enhancement work at Basements 1 and 2, currently in progress. Assumptions, Disclaimers, This valuation report is provided subject to the assumptions, qualifications, limitations and disclaimers detailed throughout this report Limitations & Qualifications which are made in conjunction with those included within the Assumptions, Qualifications, Limitations & Disclaimers section located within this report. Reliance on this report and extension of our liability is conditional upon the reader’s acknowledgement and understanding of these statements. This valuation is for the use only of the party to whom it is addressed and for no other purpose. No responsibility is accepted to any third party who may use or rely on the whole or any part of the content of this valuation. The valuer has no pecuniary interest that would conflict with the proper valuation of the property. Prepared By: CB Richard Ellis (Pte) Ltd

Per: Danny Mohr AAPI MRICS Per: Sim Hwee Yan BSc (Est. Mgt) Hons FSISV Registered Valuer Appraiser’s Licence, No. AD041-2004155J Executive Director - REITs Asia Executive Director - REITs Asia

118 VALUATION CERTIFICATE

The Subject Property : 250 and 252 North Bridge Road Raffles City Tower and Raffles City Shopping Centre Singapore 179101 and 179103

2 Stamford Road and 80 Bras Basah Road Swissoˆtel The Stamford and Raffles The Plaza Singapore 178882 and 189560

Legal Description : Lots 482M, 483W & 484V Town Subdivision 11

Total Site Area : 32,787.1 sq.m.

Tenure : 99 years lease commencing from July 16, 1979

Brief Description of The Subject : Raffles City is an integrated development comprising Property hotel, office, retail and a convention centre.

A 42-level mixed development known as Raffles City comprising 35 levels (5th to 39th storeys) of offices known as Raffles City Tower and a 7-level podium (inclusive of 3 basement levels) accommodating the retail space, 1073 car parking lots and convention/ ballroom facilities known as Raffles City Shopping Centre.

There are two hotels namely Swissotel The Stamford, a 73-storey tower and Raffles The Plaza, a 28-storey twin tower. The Raffles City Convention Centre is located within the 7-level podium which houses three major ballrooms, namely Raffles, Stamford and Atrium, 15 meeting rooms and executive conference centre with eight rooms.

Swissotel The Stamford with 1263 rooms is currently Southeast Asia’s tallest hotel whilst Raffles The Plaza has a total of 769 rooms.

Total Lettable Area : Retail — 34,591.66 sq.m.* (as provided and approximate only) Office — 34,852.31 sq.m. Total — 69,443.97 sq.m. * This includes Basement 1 new extension & the proposed underground link in Basement 2.

119 Occupancy as at February 2006 : Retail — 99.4% (as provided) Office — 99.1%

Remarks : We have been instructed to take into consideration the building capital expenditure as well as asset enhancement work at Basements 1 and 2 currently in progress. These works at Basement 1 and the underground link in Basement 2 are expected to complete in June 2006 and 2010 respectively. The total cost of these works estimated at S$41,000,000/- is to be excluded from our valuation.

Our valuation is also to exclude the “Additional Payment” of a sum not exceeding S$40,000,000/- payable by buyer under the agreement for sale.

Method of Valuation : Discounted Cash Flow & Direct Capitalisation Methods

Open Market Value as at : Having regard to the terms and conditions of the sale, March 16, 2006 the open market value is determined at S$2,070,000,000/- (Singapore Dollars Two Billion And Seventy Million).

The value of S$2,070,000,000/- excludes building capital expenditure as well as asset enhancement work at Basement 1 and the underground link in Basement 2 estimated at S$41,000,000/- . In addition, we have excluded the “Additional Payment” sum not exceeding S$40,000,000/- payable by buyer under the agreement for sale for certain property related liabilities, borrowings and provisions, comprising an amount equivalent to security and electricity deposits paid by occupiers of the Subject Property, provisions for income tax and other liabilities and borrowings relating to the operations of the Subject Property.

The assessed value of the Subject Property, taking into consideration the building capital expenditure and upon completion of asset enhancement work at Basements 1 and 2, is S$2,151,000,000/- (Singapore Dollars Two Billion And One Hundred Fifty One Million).

Material Date of Valuation : March 16, 2006

JONES LANG LASALLE PROPERTY CONSULTANTS PTE LTD

120 APPENDIX 5

INDEPENDENT FINANCIAL ADVISER’S LETTER

26 June 2006

The Independent Directors of CapitaMall Trust Management Ltd (as Manager of CapitaMall Trust) 39 Robinson Road #18-01 Robinson Point Singapore 068911

Dear Sirs

INTERESTED PERSON TRANSACTION TO BE ENTERED INTO BY CAPITAMALL TRUST IN CONNECTION WITH THE PROPOSED JOINT ACQUISITION WITH CAPITACOMMERCIAL TRUST OF RAFFLES CITY

For the purpose of this letter, capitalised terms not otherwise defined shall have the meaning given to them in the circular dated 26 June 2006 to the unitholders of CapitaMall Trust (the “Circular”)

1. INTRODUCTION On 18 March 2006, the CMT Trustee entered into the Collaboration Agreement with the CCT Trustee to jointly acquire and hold Raffles City.

The Acquisition will be made through the RCS Trust, a sub-trust to be constituted by the RCS Trust Deed, in which CMT and CCT will hold interests of 40.0% and 60.0% respectively. The RCS Trust will be managed by the Management Committee, comprising representatives appointed by the CMT Manager on behalf of CMT and the CCT Manager on behalf of CCT, in proportion to their respective interest in the RCS Trust. The Joint Venture Agreement will be entered into between the CMT Trustee, the CCT Trustee, the CMT Manager, the CCT Manager and the RCS Trust Trustee-Manager to govern the relationship between these entities.

On the same day, the CCT Trustee entered into the Put and Call Option Agreement with TPPL in connection with the Acquisition. Under the terms of the Put and Call Option Agreement, it was contemplated that the RCS Trust will complete the Acquisition.

As at the Latest Practicable Date, CapitaLand held an aggregate indirect interest in 469,044,775 Units, comprising approximately 34.0% of the Existing Units. By virtue of this interest, CapitaLand is regarded as a “controlling unitholder” of CMT under both the Listing Manual and the Property Funds Guidelines. CapitaLand also has, through Raffles Holdings Limited, an indirect interest of 45.0% in TPPL. TPPL is therefore an associate and an associated company of a “controlling unitholder” of CMT. By virtue of this interest, TPPL is an “interested person” of CMT for the purpose of Chapter 9 of the Listing Manual, and an “interested party” of CMT for the purpose of guidelines relating to interested party transactions under the Property Funds Guidelines.

As a result, the Acquisition will constitute an “interested person transaction” under Chapter 9 of the Listing Manual and “interested party transaction” under the Property Funds Guidelines. As the Acquisition exceeds 5% of the NTA and NAV of CMT and its associate, it is subject to approval by the Unitholders under Chapter 9 of the Listing Manual and paragraph 5 of the Property Funds Guidelines respectively. In compliance with these requirements, the CMT Manager is seeking Unitholders’ approval for the Acquisition. By approving the Acquisition, Unitholders will be deemed

121 also to have approved the principal terms of the Joint Venture Agreement, together with the terms which are incidental or ancillary to such terms and the constitution of the RCS Trust.

The Acquisition will result in Raffles City being jointly owned by CMT and CCT through the RCS Trust and jointly managed by the CMT Manager and CCT Manager. Given that the CMT Manager and the CCT Manager currently have different asset management fee structures, it is necessary to fix a common basis of fees payable to the CMT Manager and the CCT Manager in relation to Raffles City. As part of the resolution for the Acquisition, the CMT Manager is seeking Unitholders’ approval to supplement the Trust Deed with the RCS Management Fee Supplement.

The fees that the CMT Manager are presently entitled to under the Trust Deed generally, relate to Real Estate which is owned, acquired or divested by CMT. The CMT Manager is seeking to update the fee structure of the CMT Manager to cover all forms of Authorised Investments and to allow the CMT Manager the flexibility to receive the Management Fee wholly in Units, or wholly in cash, or in a combination of both (at the discretion of the CMT Manager). To do so, the CMT Manager is seeking Unitholders’ approval to supplement the Trust Deed with the CMT Manager Fees Supplement.

Prior to the Latest Practicable Date, CMT had entered into the Existing Interested Person Transactions with entities within the Temasek Group of Companies during the course of the current financial year.

We, Deloitte & Touche Corporate Finance Pte Ltd (“DTCF”), have been appointed as independent financial adviser to the Independent Directors in respect of the Acquisition (together with the entry into the Joint Venture Agreement and the constitution of the RCS Trust), the RCS Management Fee Supplement, the CMT Manager Fees Supplement, and the Existing Interested Person Transactions. This letter, which sets out our evaluation for the Independent Directors in respect of this engagement, is an integral part of the Circular.

2. TERMS OF REFERENCE Our responsibility is to provide our opinion as to whether the Acquisition (together with the entry into the Joint Venture Agreement and the constitution of the RCS Trust), the RCS Management Fee Supplement, the CMT Manager Fees Supplement and the Existing Interested Person Transactions are on normal commercial terms and will not be prejudicial to the interests of CMT and its minority Unitholders. The Property Funds Guidelines require that we make our assessment based on the impact of these transactions on CMT on an overall basis and that we draw Unitholders’ attention to any possible disadvantages of these transactions.

We were neither a party to the negotiations entered into in relation to the Acquisition, the Joint Venture Agreement, the RCS Trust Deed, the RCS Management Fee Supplement, the CMT Manager Fees Supplement or the Existing Interested Person Transactions nor were we involved in the deliberations leading up to the decision on the part of the Directors to enter into these transactions.

We do not, by this letter or otherwise, advise or form any judgement on the strategic, commercial or financial merits or risks of the Acquisition, the Joint Venture Agreement, the RCS Trust Deed, the RCS Management Fee Supplement, the CMT Manager Fees Supplement or the Existing Interested Person Transactions. All such evaluations, advice, judgements or comments remain the sole responsibility of the Directors and their advisers. We have however drawn upon such evaluations, judgements and comments as we deem necessary and appropriate in arriving at our opinion.

The scope of our appointment does not require us to express, and nor do we express, a view on the future growth prospects, earnings potential or value of CMT. We do not express any view as

122 to the price at which the Units may trade upon Completion nor on the future value, financial performance or condition of CMT after the Acquisition.

It is also not within our terms of reference to compare the merits of the Acquisition, the Joint Venture Agreement, the RCS Trust Deed, the RCS Management Fee Supplement, the CMT Manager Fees Supplement and the Existing Interested Person Transactions to any alternative transactions that were or may have been available to CMT. Such comparison and consideration remain the responsibility of the Directors, the CMT Manager and their advisers.

The Directors have confirmed to us that to the best of their knowledge, information and belief, all material information available to them in connection with the Acquisition, the Joint Venture Agreement, the RCS Trust Deed, the RCS Management Fee Supplement, the CMT Manager Fees Supplement and the Existing Interested Person Transactions have been disclosed to us and that such information constitutes full and true disclosure of all material information relating to such transactions and that there is no other information the omission of which would cause any of the information disclosed to us or relied on by us in making our recommendation to be inaccurate, incomplete, untrue or misleading in any material respect. We have assumed that all statements of fact, belief, opinion and intention made by the Directors in the Circular have been reasonably made after due and careful enquiry. Accordingly, no representation or warranty (whether express or implied) is made and no responsibility is accepted by us concerning the accuracy, completeness or adequacy of such information. We have nonetheless made reasonable enquiries and used our judgement in assessing such information and have found no reason to doubt the reliability of such information.

We have not made any independent evaluation or appraisal of the assets and liabilities (including, without limitation, the real properties) of CMT or the Acquisition. We have been furnished with the valuation reports for Raffles City prepared by the Independent Valuers. With respect to such reports, we are not experts and do not hold ourselves to be experts in the evaluation of properties and have relied solely upon such reports.

Our views are based on market, economic, industry, monetary and other conditions (where applicable) prevailing on and our analysis of the information made available to us as at the Latest Practicable Date. We assume no responsibility to update, revise or reaffirm our opinion, factors or assumptions in light of any subsequent development after the Latest Practicable Date that may affect our opinion or factors or assumptions contained herein. Unitholders should take note of any announcements relevant to their considerations of the Acquisition, the RCS Management Fee Supplement, the CMT Manager Fees Supplement or the Existing Interested Person Transactions which may be released by the CMT Manager after the Latest Practicable Date.

The CMT Manager has been separately advised by its own legal adviser in the preparation of the Circular other than this letter. We have had no role or involvement and have not provided any advice whatsoever in the preparation, review and verification of the Circular other than this letter. Accordingly, we take no responsibility for, and express no views, whether express or implied, on the contents of the Circular except as for this letter.

Our opinion in relation to the Acquisition (together with the entry into the Joint Venture Agreement and the constitution of the RCS Trust), the RCS Management Fee Supplement, the CMT Manager Fees Supplement, and the Existing Interested Person Transactions as set out under Section 9 of this letter should be considered in the context of the entirety of our advice. While a copy of this letter may be reproduced in the Circular, the CMT Manager may not reproduce, disseminate or quote this letter or any part thereof for any purpose, other than for the purpose stated herein, without our prior written consent in each instance.

123 We have not had regard to the general or specific investment objectives, financial situation, tax position, risk profiles or unique needs and constraints of any Unitholder. As Unitholders will have different investment objectives, we advise the Independent Directors to recommend that any Unitholder who may require specific advice in relation to his or her specific investment objectives or portfolio should consult his or her stockbroker, bank manager, solicitor, accountant, tax adviser or other professional advisers.

3. INFORMATION ON RAFFLES CITY A detailed description of Raffles City is set out in Appendix 1 of the Circular. We recommend that the Independent Directors advise Unitholders to read this section of the Circular very carefully.

In overview, Raffles City comprises the following elements as at 31 March 2006: (i) the RC Office Tower, comprising a 42-storey office tower with approximately 379,801 sq ft (35,284 sq m) of office NLA. (ii) a 7-storey podium which houses: (a) the RC Shopping Centre, with four levels of retail space with approximately 301,824 sq ft (28,040 sq m) of retail NLA; (b) the Convention Centre, comprising 3 ballrooms and 15 primary meeting rooms with approximately 70,000 sq ft (6,500 sq m) of meeting space; and (c) 3 basement car park levels with over 1,000 lots. (iii) the Hotels, comprising the 28-storey twin tower “Raffles The Plaza” and the 73-storey “Swissotel The Stamford” with a total of 2,032 rooms.

The Hotels and the Convention Centre are leased out to RC Hotels on a 20-year lease commencing 7 November 1996, with an option to renew for a further term expiring on 31 December 2036. We note that under the Sale and Purchase Agreement the subterranean lots at Lot 80002M of Town Subdivision 11 and (if alienation approval is issued) the subterranean lot at Lot 235N-Pt of Town Subdivision 11 would also be included in the sale of Raffles City.

4. DETAILS OF THE JOINT OWNERSHIP OF RAFFLES CITY

4.1 Certain Terms of the Collaboration Agreement The principal terms of the Collaboration Agreement are set out in paragraph 2.2 of the Circular. We highlight in particular that, inter alia, the Collaboration Agreement stipulates:

CMT and CCT agree that the constitution of the RCS Trust shall contain certain terms and veto rights which are specified in the Property Funds Guidelines, including veto rights over key operational issues, such as: (i) amendment of the Joint Venture Agreement and the RCS Trust Deed; (ii) cessation or change of business of the RCS Trust; (iii) changes to the equity capital structure of the RCS Trust; (iv) changes to the dividend distribution policy of the RCS Trust; (v) the incurring of borrowings by the RCS Trust; and (vi) approval of asset enhancement and capital expenditure plans for the assets of the RCS Trust.

124 4.2 Certain Terms of the Joint Venture Agreement The principal terms of the Joint Venture Agreement are set out in paragraph 2.3 of the Circular. We highlight that by approving the Acquisition, Unitholders will be deemed also to have approved the principal terms of the Joint Venture Agreement, together with the terms which are incidental or ancillary to such terms. We highlight in particular that, inter alia, the Joint Venture Agreement stipulates: (i) CMT and CCT as the RCS Trust Holders will hold such number of units in the RCS Trust in the agreed portions of 40.0% and 60.0% respectively; (ii) the Management Committee shall be appointed by the RCS Trust Trustee-Manager as its agent and to act on its behalf to exercise all of its powers and discretions and to perform all of its obligations under the RCS Trust Deed as the manager of the RCS Trust in accordance with the terms and conditions of the Joint Venture Agreement or as laid down from time to time by the RCS Trust Trustee-Manager or the RCS Trust Deed; (iii) CMT shall appoint, or procure the appointment of, two persons as the members of the Management Committee. CCT shall appoint, or procure the appointment of, three persons as members of the Management Committee. The composition of the Management Committee shall at all times proportionately reflect (as nearly as possible), the proportion of units in the RCS Trust held by each RCS Trust Holder; (iv) the CMT Manager and the CCT Manager have agreed, at the request of the CMT Trustee and the CCT Trustee respectively, to provide the following services to the RCS Trust: (a) appointing the CMT Management Committee Members and the CCT Management Committee Members on behalf of the CMT Trustee and the CCT Trustee respectively; and (b) procuring the exercise by the CMT Management Committee Members and the CCT Management Committee Members of all the powers and performing all of the obligations of the Management Committee in acting as the manager of the RCS Trust in accordance with the RCS Trust Deed; (v) in consideration of each of the CMT Manager and the CCT Manager agreeing to provide services to the RCS Trust and at the request of the CMT Manager and the CCT Manager, the RCS Trust Trustee-Manager shall pay such percentage of the RCS Management Fee, the RCS Acquisition Fee and the RCS Divestment Fee to the CMT Manager and the CCT Manager in accordance with the respective unitholdings of CMT and CCT in the RCS Trust; (vi) when the CMT RCS Manager Fee or the CCT RCS Manager Fee: (a) is to be paid in units in the RCS Trust, the RCS Trust Trustee-Manager shall issue to the CMT Trustee or (as the case may be) the CCT Trustee such number of units in the RCS Trust as may be purchased with the relevant amount of the CMT RCS Manager Fee or (as the case may be) the CCT RCS Manager Fee in accordance with the RCS Trust Deed, and (b) is to be paid in cash, the RCS Trust Trustee-Manager shall pay such amounts directly to the CMT Manager or (as the case may be) the CCT Manager; (vii) in the event that the CMT Trustee receives any CMT RCS Manager Fee or the CCT Trustee receives any CCT RCS Manager Fee, the CMT Trustee or (as the case may be) the CCT Trustee shall procure that the CMT Manager or (as the case may be) the CCT Manager shall (subject to the provisions of their respective trust deeds and the relevant laws and regulations) issue and receive for its own account such number of Units or (as the case may be) units in CCT as may be purchased with the relevant amount of fees or value of the units in the RCS Trust (at an issue price equal to the net asset value per unit of the RCS Trust or at such other issue price as may be agreed in writing between the RCS Trust Trustee- Manager, the CMT Manager and the CCT Manager) received by the CMT Trustee or (as the

125 case may be) the CCT Trustee and, in the event that there shall be any balance arising from the truncation of the number of the Units issued to the CMT Manager or (as the case may be) units in CCT issued to the CCT Manager pursuant their respective trust deeds, then such balance shall be paid to the CMT Manager or (as the case may be) the CCT Manager in the form of cash; (viii) in the event of a deadlock which occurs when a proposed resolution of the Management Committee or the RCS Trust Holders for the transaction of any business of the RCS Trust cannot be obtained after a period of 30 days or after two successive attempts, whichever is the earlier, and such failure has a material adverse effect on the assets, operations or financial condition of the RCS Trust taken as a whole, the JVA Parties shall immediately refer the matter to the Chairman of its manager, and procure that the Chairman of its manager shall negotiate in good faith with the Chairman of the manager of the other RCS Trust Holder with a view to resolving such matter. Upon resolution of such matter, the Management Committee and the RCS Trust Holders shall be bound to give effect to the agreement reached between the Chairmen of the managers of the RCS Trust Holders in respect of such matter. If a resolution of such matter is not agreed upon within 30 days from the date of the referral to the Chairman of the manager of the other RCS Trust Holder, either RCS Trust Holder may serve a Deadlock Notice offering to sell all of the units in the RCS Trust that it holds to the other RCS Trust Holder or its nominees.

The Deadlock Notice shall set out the Deadlock Price at which the party making the offer is prepared to sell its units in the RCS Trust. The offer is open for acceptance for 14 days from the date of service of the Deadlock Notice. If the party receiving the offer under the Deadlock Notice does not elect to buy either by express notice or by inaction before the end of the 14-day period, then that party shall be deemed to have offered to sell at the Deadlock Price all of the units in the RCS Trust that it holds to the party serving the Deadlock Notice who shall then be deemed to have accepted such offer.

If each RCS Trust Holder receives the Deadlock Notice to sell or buy all of the units in the RCS Trust, the first Deadlock Notice to be properly delivered shall prevail. If the Deadlock Notices are deemed to have been served simultaneously, then the notice which contains the higher price shall prevail; and (ix) an event of default occurs when, among others, a RCS Trust Holder commits a material breach of the Joint Venture Agreement which is not capable of being remedied or such RCS Trust Holder does not remedy that breach within 21 days of the other RCS Trust Holder sending it written notice requiring it to remedy the breach.

Following an event of default, the non-defaulting RCS Trust Holder may give written notice to the defaulting RCS Trust Holder within 30 days of receiving notification of the event of default from the defaulting RCS Trust Holder or of its becoming aware of the event of default, whichever is the earlier, requiring the defaulting RCS Trust Holder to either: (a) sell all of the units in the RCS Trust held by the defaulting RCS Trust Holder to the non-defaulting RCS Trust Holder at a price per unit in the RCS Trust equal to 80.0% of the fair value of the units in the RCS Trust, as determined through the appointment of two independent valuers or financial advisers in accordance with the RCS Trust Deed as at the date of the notice of default; or (b) purchase all of the units in the RCS Trust held by the non-defaulting RCS Trust Holder at a price equal to 120.0% of the fair value of the units in the RCS Trust, as determined through the appointment of two independent valuers or financial advisers in accordance with the RCS Trust Deed as at the date of the notice of default.

126 4.3 Certain Terms of the RCS Trust Deed Details of the RCS Trust Deed are set out in paragraph 2.4 of the Circular. We highlight that by approving the Acquisition, Unitholders will be deemed also to have approved the constitution of the RCS Trust. We highlight in particular that, inter alia, the RCS Trust Deed stipulates: (i) subject to the RCS Trust Deed, a RCS Trust Holder is not entitled to transfer assets of the RCS Trust to itself; (ii) a RCS Trust Holder who desires to transfer its units in the RCS Trust to a third party shall give the RCS Trust Trustee-Manger and the other RCS Trust Holder, a notice in writing of such desire, with such notice constituting an offer for the sale of the units in the RCS Trust, and the other RCS Trust Holder will be entitled to apply for the purchase of such units in the RCS Trust; (iii) no units in the RCS Trust other than those issued in conjunction with the CMT RCS Manager Fee and the CCT RCS Manager Fee may be issued without the unanimous approval of the RCS Trust Holders in a general meeting; (iv) the RCS Trust Trustee-Manager shall declare and distribute a distribution of at least 90.0% of net taxable income and net tax-exempt income to the RCS Trust Holders on a quarterly basis; and (v) the RCS Trust Trustee-Manager shall appoint the Management Committee to act on its behalf and to exercise all of the RCS Trust Trustee-Manager’s powers and discretions and to perform all of its obligations under the RCS Trust Deed as the manager of the RCS Trust.

5. DETAILS OF THE ACQUISITION

5.1 Total Purchase Consideration The Property Purchase Price of Raffles City is S$2,085.0 million and was arrived at on a willing-buyer and willing-seller basis. Under the Sale and Purchase Agreement, the purchaser of Raffles City will also be required to: • reimburse TPPL for the costs paid and assume the remaining costs for building capital expenditure as well as asset enhancement works relating to Raffles City as at Completion, up to an aggregate sum of S$41.0 million; and • pay TPPL an additional sum not exceeding S$40.0 million for certain property related liabilities.

The Property Purchase Price and the above reimbursements and payments comprise the Total Purchase Consideration which is approximately S$2,166.0 million.

The CMT Manager, together with the CCT Manager, commissioned CBRE, an independent property valuer, to value Raffles City. In its report dated 16 March 2006, CBRE stated that the open market value of Raffles City is S$2,166.0 million. The CMT Trustee, together with the CCT Trustee, commissioned JLL, an independent property valuer, to value Raffles City. In its report dated 16 March 2006, JLL stated that the open market value of Raffles City is S$2,151.0 million. The Independent Valuers arrived at their valuations by using the capitalisation of income approach and discounted cash flow analysis. CBRE also used the direct comparison method as a third method to derive its valuation.

127 5.2 Estimated Acquisition Cost The current estimated Total Acquisition Cost is approximately S$2,194.2 million, comprising: (i) the Total Purchase Consideration of approximately S$2,166.0 million; (ii) the acquisition fee of approximately S$8.7 million (being 1.00% of the Total Purchase Consideration pro-rated in accordance with CMT RC Interest), payable to the CMT Manager pursuant to Clause 23(B) of the Trust Deed; (iii) the acquisition fee of approximately S$13.0 million (being 1.00% of the Total Purchase Consideration pro-rated in accordance with CCT RC Interest), payable to the CCT Manager pursuant to Clause 15.2 of the CCT Trust Deed; and (iv) estimated professional and other fees and expenses incurred by CMT and CCT in connection with the Acquisition of approximately S$6.5 million.

Pursuant to the Collaboration Agreement, CMT is obliged to bear 40.0% of the Total Acquisition Cost which is currently estimated to be S$877.7 million.

As the Acquisition will constitute an “interested party transaction” under the Property Funds Guidelines, the acquisition fees payable to the CMT Manager and the CCT Manager will be in the form of Units and units in CCT respectively, which shall not be sold within one year from their date of issuance.

5.3 Conditions Precedent The conditions precedent for completion of the Acquisition under the Put and Call Option Agreement are set out in paragraph 2.9 of the Circular. We highlight in particular that Completion is subject to and conditional upon: (i) the approval by the unitholders of CCT given at an extraordinary general meeting for the purchase of Raffles City as required under the Listing Manual and under the Property Funds Guidelines; (ii) the approval of the shareholders of RHL at an extraordinary general meeting in relation to the sale of Raffles City; (iii) RHL not exercising its call option pursuant to the Shareholders Agreement dated 13 June 2001 made between RHL and Tincel Limited (which owns 55.0% of TPPL), by the call option expiry date therein; and (iv) TPPL obtaining a ruling from the Inland Revenue Authority of Singapore that there is no tax payable by TPPL on the gains arising from the sale of Raffles City.

5.4 Method of Proposed Financing Full details of the method of proposed financing are set out in paragraph 5 of the Circular. We highlight in particular the following aspects of the proposed financing:

The Financing Plan The CMT Manager intends to part finance the CMT RC Acquisition through long-term borrowings of between S$487.6 million and S$660.6 million, and the balance initially, through the RC Bridge Loan of between approximately S$223.0 million and S$401.0 million. The CMT Manager will determine the final quantum of the long-term borrowings, and the RC Bridge Loan, after having regard to market conditions and the structure of the Equity Fund Raising. The RC Bridge Loan would be repaid with the proceeds of the Equity Fund Raising, to be carried out at a time to be determined by the CMT Manager. The CMT Manager will work with the Joint Lead Managers and Underwriters to determine the most appropriate time to launch the Equity Fund Raising having

128 regard to market conditions, so as to ensure the success of the Equity Fund Raising. The CMT Manager will announce details of such Equity Fund Raising at the appropriate time.

The Debt Financing Plan To part finance the CMT RC Acquisition, the CMT Manager intends to take on additional long-term borrowings of between S$487.6 million and S$660.6 million, of which approximately S$346.6 million will be taken at the RCS Trust level in the form of a secured term loan facility of up to 5 years. For the Proposed CMT RC Bridge Debt of between S$141.0 million and S$314.0 million, the CMT Manager intends to initially draw down from its loan facilities. The Proposed CMT RC Bridge Debt will be converted into a long-term loan facility under the MTN Programme in February 2007, together with the refinancing of certain existing term loans which are due to expire in February 2007.

CMT’s Gearing Level As at 1 June 2006, CMT has a gearing level of approximately 32.4%, after taking into account the Drawn Down Loan and the net increase in aggregate valuation of the Existing Properties and the New Hougang Plaza Units as at 1 June 2006. Based on CMT’s new Deposited Property of approximately S$4,343.8 million, CMT’s Existing Gearing Level is expected to increase to approximately 37.1% (if Proposed Long-Term Borrowing A is taken), and 41.1% (if Proposed Long-Term Borrowing B is taken). If the RC Bridge Loan is taken into account before the completion of the Equity Fund Raising, CMT’s gearing level is expected to be approximately 46.3%.

CMT’s Corporate Rating The Property Funds Guidelines provide that the aggregate leverage of CMT may exceed 35.0% of the value of the Deposited Property of CMT (up to a maximum of 60.0%) if a credit rating of the real estate investment trust from Fitch Inc., Moody’s or Standard & Poor’s is obtained and disclosed to the public.

In April 2006, CMT announced that Moody’s had assigned a corporate family rating of “A2” to CMT with a stable rating outlook. In accordance with Moody’s global rating methodology for real estate investment trusts and other commercial property firms, CMT’s market position, portfolio diversity, asset quality, debt to maturity profile, earnings growth and return on assets are consistent with a rating profile of “A” or better.

The Proposed Equity Fund Raising The CMT Manager proposes to use the proceeds from the Equity Fund Raising, which is to be carried out at such time as the CMT Manager may decide, to repay the RC Bridge Loan which will be used to part finance the CMT RC Acquisition, with the balance of the proceeds to be utilised for CMT’s working capital purposes. The structure and timing of the proposed Equity Fund Raising has not been determined. When the CMT Manager decides to carry out the Equity Fund Raising: (i) the Equity Fund Raising may at the CMT Manager’s absolute discretion comprise any one or a combination of two or more of the following: (a) a preferential offering to the then Unitholders on a non-renounceable basis; (b) an offering to the public in Singapore through the automated teller machines; (c) a placement to institutional and other investors; and/or (d) such other forms of capital raising (including, for the purpose of illustration and without limitation, a rights issue to Unitholders and an issue of convertible bonds) which the CMT Manager deems appropriate in the circumstances and after having considered the then prevailing market conditions; and (ii) the CMT Manager may issue such number of New Units (including securities which may be converted into Units) so as to raise gross proceeds of up to an aggregate of S$420.0 million.

129 The CMT Manager will work with the Joint Lead Managers and Underwriters to determine the most appropriate structure of the Equity Fund Raising, as well as the most appropriate time to launch the Equity Fund Raising.

The Issue Price of New Units to be issued under the Equity Fund Raising will be determined between the CMT Manager, the Joint Lead Managers and Underwriters closer to the date of commencement of the Equity Fund Raising. The actual number of New Units to be issued under the Equity Fund Raising will depend on the Issue Price.

Unitholders should note that the information above is subject to change. When the CMT Manager decides to carry out the Equity Fund Raising, it will make an announcement in relation to such details at the appropriate time.

6. EVALUATION OF THE ACQUISITION In reaching our recommendation in respect of the Acquisition, we have given due consideration to the following factors: (1) Rationale for the Acquisition; (2) Compliance with the CMT Manager’s internal policies and procedures; (3) Compliance with Property Funds Guidelines for joint ownership; (4) Forecast of Net Property Income for Raffles City and CMT; (5) Financial effects of the CMT RC Acquisition; (6) Valuations of Raffles City prepared by the Independent Valuers; (7) Comparison with relevant past transactions in Singapore; and (8) Selected other relevant factors.

6.1 Rationale for the Acquisition The full text of the CMT Manager’s rationale for the Acquisition is set out in paragraph 3.2 of the Circular. We summarise below the key points made by the CMT Manager for CMT to enter into the Acquisition:

(i) Yield Accretion The CMT Manager believes that Unitholders will enjoy a higher DPU due to the acquisition of Raffles City a price reflective of the strong cash flows that it generates, combined with the proposed debt and equity financing plan for the CMT RC Acquisition.

(ii) The CMT RC Acquisition Fits the CMT Manager’s Investment Strategy The CMT RC Acquisition is in line with the CMT Manager’s principal investment strategy to invest in quality income-producing assets which will provide overall yield accretion and value creation opportunities so as to deliver stable distributions and sustainable total returns to the Unitholders. CMT has proposed a 40.0% interest in the Acquisition as the CMT Manager has estimated the RC Shopping Centre to contribute approximately 40.0% of the total Net Property Income of Raffles City in 2005.

The CMT RC Acquisition is also in line with the CMT Manager’s vision to grow CMT’s asset size in Singapore to between S$5.0 billion and S$6.0 billion by 2008 through acquisitions which will provide overall yield accretion. With the inclusion of the CMT RC Acquisition, CMT’s total Deposited Property will increase from S$3.5 billion as at 31 March 2006 to approximately S$4.3 billion. This will also further strengthen CMT’s position as the largest REIT by asset size in Singapore.

130 (iii) Competitive Strengths of Raffles City Situated in the Downtown Core and at the fringe of Singapore’s CBD, Raffles City is a prime landmark integrated development. It is strategically located adjacent to and is direct connected to City Hall MRT station, one of Singapore’s four major MRT interchange stations. In addition, Raffles City will have direct connectivity to the proposed Circle Line’s Esplanade MRT station, expected to be fully operational by 2010.

With the Singapore Government’s commitment to transform Singapore into a destination of choice and a major tourism hub by year 2015 and the introduction of exciting concepts such as the integrated resorts, tourist arrivals and tourism receipts are expected to grow significantly. Raffles City, with its strategic location and good connectivity to public transport, is well-positioned to benefit from the expected increase in tourist arrivals and tourism receipts.

In addition, Raffles City has a large and diversified tenant base comprising 144 retail leases, 49 office leases and the Hotels and Convention Centre Lease, and enjoys an occupancy rate of close to 100.0% as at 31 March 2006. The stable and sustainable income stream from Raffles City is expected to complement and enhance CMT’s current property portfolio.

(iv) Strengthen Retail Foothold in the Downtown Core of Singapore The CMT Manager believes that the CMT RC Acquisition will further strengthen CMT’s retail foothold in the Downtown Core of Singapore, where it already owns three prime retail assets, being Funan, Plaza Singapura and Bugis Junction, the latter two of which are strategically located with direct connectivity to MRT stations. With the CMT RC Acquisition, CMT’s presence in the Downtown Core’s retail market will be further reinforced, enabling it to capture a larger pool of shoppers in the city area.

(v) Value Creation Opportunities at Raffles City The CMT Manager, together with the CCT Manager, believes that Raffles City as an integrated development, encompasses value creation opportunities which could be harnessed through leveraging on the pro-active asset management expertise of the CMT Manager in the retail sector and that of the CCT Manager in the office sector. The Acquisition will also provide a continuous pipeline of value-adding opportunities within the CMT portfolio so as to generate sustainable organic growth for Unitholders.

The CMT Manager, together with the CCT Manager, believes that there are various opportunities to enhance the performance of Raffles City, which include: (a) Optimisation of Usage Mix The CMT Manager, together with the CCT Manager, believes that in the medium term, there are further opportunities to improve rental yield by optimising the usage of the GFA within Raffles City, by converting lower yielding spaces into higher yielding areas. Such potential value creation opportunities are facilitated by preserving Raffles City as an integrated development. (b) Pro-active Tenant Remixing The CMT Manager will work closely with the CCT Manager to improve the existing tenant mix for both the retail and office components. The CMT Manager, together with the CCT Manager, believes that there are opportunities to widen and enhance the existing retail offerings at the RC Shopping Centre and improve its marketing activities in order to attract higher shopper traffic and generate higher retail sales for tenants. On the back of a strengthening Singapore office market, the CMT Manager, together with the CCT Manager, believes there will be upside potential in terms of rental rates and

131 the occupancy rate for the RC Office Tower. In addition, there are opportunities to improve the facilities and amenities of the RC Office Tower to potentially enhance the rental prospects, thus retaining existing tenants and attracting new quality tenants. (c) Enhancement of Rental Rates As at 31 March 2006, the RC Shopping Centre is commanding an average monthly rental of approximately S$13.80 per sq ft over four levels of retail space. With effect from June 2006, the asking rent for RC Office Tower ranges, depending on floor level, size and orientation, from S$7.00 to S$7.50 per sq ft per month. This is comparable to the asking rent of prime office space in the City Hall/Beach Road micro-market. The CMT Manager, together with the CCT Manager, believes that there are opportunities to enhance the average rental rates of both the retail and office components through leveraging on the combined tenant network of CMT and CCT. (d) Growth Opportunity in the Hotels and Convention Centre Lease The CMT Manager, together with the CCT Manager, believes that the Hotels and Convention Centre Lease, which includes a step-up minimum rent structure, a service charge component and a variable rent component that is based on a percentage of gross operating revenue earned from the Hotels and Convention Centre, will provide good organic growth for CMT and CCT, while offering CMT and CCT with an opportunity to participate in the upside potential in the Singapore hotel and convention space business. In addition, with the step-up minimum rent and the service charge projected to contribute not less than 70.0% of the total RC Hotels Gross Rental Income for the Forecast Period and Projection Year, the CMT Manager, together with the CCT Manager, believes that the Hotels and Convention Centre Lease will provide income stability for CMT and CCT, and help to mitigate any major potential fluctuations in the hotel and convention space business.

(vi) Income Diversification The CMT RC Acquisition is expected to benefit Unitholders by improving income diversification and reducing the reliance of CMT’s income stream on any single property. The CMT Manager expects that the maximum contribution to CMT’s Net Property Income by any single property within CMT’s property portfolio for the Projection Year will decrease from approximately 22.2% prior to completion of the CMT RC Acquisition to approximately 18.3%.

(vii) Further Geographical and Segmental Diversification The CMT RC Acquisition will allow CMT to diversify its portfolio of properties geographically such that it can cater to different tenancy demands in various parts of Singapore. With the addition of Raffles City to CMT’s portfolio, CMT will be able to increase its participation in the retail markets comprising the residential areas in Singapore’s central region (including Orchard Road, River Valley and Bukit Timah), visitors to the Orchard Road shopping belt and workers in the CBD, and benefit from tenancy demand in these markets. The CMT RC Acquisition will also provide segmental diversification benefits by allowing CMT to penetrate the upper-mid retail market segment in Singapore. It will also enlarge and diversify CMT’s network of retailers across the different segments of the retail market, and concurrently strengthen CMT’s portfolio of retail malls catering to different consumer markets in Singapore.

(viii) Greater Trading Liquidity and Flexibility The New Units, when issued, are expected to increase the free float of Units on the SGX-ST and potentially, this could lead to an increase of CMT’s weighting in the MSCI Singapore

132 Free Index and certain other equity indices. Unitholders will be able to benefit from the expected improvement in trading liquidity.

(ix) Collaboration with CCT The collaboration between CMT and CCT to jointly purchase Raffles City will allow CMT to tap on the experience of the CCT Manager, the largest office manager in Singapore (in terms of value of assets under management), in co-managing the RC Office Tower. The synergistic benefits to be achieved through the combined experience, expertise, and enlarged tenant network of CMT and CCT are expected to enhance the value of Raffles City, thus generating long-term growth for Unitholders.

It is critical that Unitholders fully understand the rationale for entering into the Acquisition. We recommend that the Independent Directors advise Unitholders to read paragraph 3.2 of the Circular carefully.

6.2 Compliance with the CMT Manager’s Internal Policies and Procedures As transactions with Interested Persons as defined in Chapter 9 of the Listing Manual and Interested Parties as defined in the Property Funds Guidelines, the Acquisition must comply with the requirements of the Listing Manual and the Property Funds Guidelines.

The CMT Manager has established internal control procedures to ensure that transactions involving the CMT Trustee and an “interested person” or “interested party” of the CMT Manager are undertaken on an arm’s length basis and on normal commercial terms, generally no more favourable than those extended to unrelated third parties and are not prejudicial to the interests of CMT and its minority Unitholders. For such transactions, the CMT Manager would demonstrate to the Audit Committee that the transactions are being undertaken on normal commercial terms which may include obtaining (where practicable) quotations from independent parties or obtaining a valuation from an independent valuer in accordance with the Property Funds Guidelines. In addition, the following procedures will be undertaken based on the relative size of such transactions: (i) transactions (either individually or as part of a series) equal to or exceeding S$100,000 in value but below 3.0% of CMT’s NTA will be subject to review by the Audit Committee at regular intervals; (ii) transactions (either individually or as part of a series) equal to or exceeding 3.0% but below 5.0% of CMT’s NTA will be subject to the review and approval of the Audit Committee. Such approval shall only be given if the transactions are on normal commercial terms, are not prejudicial to the interests of CMT or its minority Unitholders and are consistent with similar types of transactions made by the CMT Trustee with third parties which are unrelated to the CMT Manager; and (iii) transactions (either individually or as part of a series) equal to or exceeding 5.0% of CMT’s NTA will be reviewed and approved by the Audit Committee which may as it deems fit request advice on the transaction from independent sources or advisers (including obtaining valuations from professional valuers). Further, under the Listing Manual and the Property Funds Guidelines, such transactions would have to be approved by the Unitholders of CMT at a meeting of Unitholders.

Where transactions are to be entered into by the CMT Trustee for and on behalf of CMT with an “interested person” or “interested party” of the CMT Manager, the CMT Trustee is required to ensure that such transactions are conducted on normal commercial terms and are not prejudicial to the interests of CMT or its minority Unitholders in accordance with the applicable requirements of the Property Funds Guidelines and the Listing Manual. In such circumstances, the CMT Trustee has the discretion under the Trust Deed to decide whether or not to enter into such a transaction.

133 If the CMT Trustee is to sign any contract with an “interested person” or “interested party” of the CMT Trustee or the CMT Manager, the CMT Trustee will review that contract to ensure that it complies with applicable requirements relating to interested party transactions in the Property Funds Guidelines and the provisions of the Listing Manual relating to interested person transactions as well as other guidelines as may from time to time be prescribed by MAS and SGX-ST or other relevant authority to apply to real estate investment trusts.

The CMT Manager maintains a register to record all such transactions which are entered into by CMT and the basis (including the quotations obtained to support such basis on which they are entered into). The CMT Manager incorporates into its internal audit plan a review of all such transactions entered into by CMT.

The Audit Committee reviews the internal audit reports to ascertain that the guidelines and procedures established to monitor such transactions have been complied with. The Audit Committee will periodically review such transactions to ensure compliance with the internal control procedures and with the relevant provisions of the Listing Manual and the Property Funds Guidelines. The review will include the examination of the nature of the transaction and its supporting documents or such other data deemed necessary to the Audit Committee.

As the Acquisition exceeds 5.0% of the NTA and NAV of CMT and its associate, it is subject to approval by the Unitholders under Chapter 9 of the Listing Manual and Paragraph 5 of the Property Funds Guidelines respectively. In compliance with these requirements, the CMT Manager is seeking Unitholders’ approval for the Acquisition. By approving the Acquisition, Unitholders will be deemed also to have approved the principal terms of the Joint Venture Agreement, together with the terms which are incidental or ancillary to such terms and the constitution of the RCS Trust.

6.3 Compliance with Property Funds Guidelines for Joint Ownership The Property Funds Guidelines require that property funds undertaking investments in real estate as a joint owner make such investments by acquiring shares or interests in an unlisted special purpose vehicle constituted for the purpose. Further, the Property Funds Guidelines require both that the property fund be free to dispose of such investments and that the constitutive documents of the special purpose vehicle provide for: (i) a specified minimum percentage of distributable profits to be distributed by the special purpose vehicle and that the property fund be entitled to receive its pro rata share of such distributions; (ii) veto rights for the property funds over key operational issues of the special purpose vehicle; and (iii) a mode for the resolution of disputes between the property fund and its joint venture partners.

We note that, in compliance with the Property Funds Guidelines, the Collaboration Agreement and the Joint Venture Agreement include provisions under which: (i) The RCS Trust Trustee-Manager shall declare and distribute a distribution of at least 90.0% of net taxable income and net tax-exempt income of the RCS Trust Holders on a quarterly basis; (ii) CMT has veto rights over key operational issues of the RCS Trust; and (iii) CMT and CCT have formulated a mechanism for the resolution of disputes.

134 6.4 Forecast of Net Property Income for Raffles City and CMT The CMT Manager has presented the forecast and projected net property income and property yield for Raffles City in relation to the CMT RC Acquisition for the Forecast Period and the Projection Year in paragraph 4.1 of the Circular. The following table presents, in summary, certain selected financial information in relation to the CMT RC Acquisition assuming that the Acquisition is completed on 31 August 2006 and 40.0% of the income from Raffles City accrues to CMT through the RCS Trust from 1 September 2006:

Notes: (1) See Appendix 2 of the Circular for the major assumptions relied on in calculating, inter alia, the forecast and projected Net Property Income of Raffles City. (2) Property yield for Raffles City is calculated as CMT’s 40.0% share of Net Property Income from Raffles City over the CMT Total Purchase Consideration of approximately S$866.4 million. (3) Annualised figure.

In paragraph 5.6 of the Circular, the CMT Manager has presented the forecast and projected consolidated statement of net income of the Existing Properties and the CMT RC Acquisition for the Forecast Period and the Projection Year: (i) Scenario A: where the Proposed Long-Term Borrowing A of S$487.6 million is incurred by CMT to, among others, part finance the CMT RC Acquisition which will increase CMT’s Gearing Level to approximately 37.1%, and based on an illustrative Issue Price range of S$2.20 and S$2.50 per New Unit when the CMT Manager decides to conduct the Equity Fund Raising, and (ii) Scenario B: where the Proposed Long-Term Borrowing B of S$660.6 million is incurred by CMT to, among others, part finance the CMT RC Acquisition which will increase CMT’s Gearing Level to approximately 41.1%, and based on an illustrative Issue Price range of S$1.90 and S$2.20 per New Unit when the CMT Manager decides to conduct the Equity Fund Raising.

We note that the impact of the Acquisition on the DPU for the Forecast Period is mildly accretive.

135 If the New Units under the Equity Fund Raising are issued on 1 January 2007 (instead of the assumed date of 1 September 2006), CMT’s annualised DPU for the Forecast Period is estimated to increase from 11.17 cents to 11.43 cents under Scenario A (that is, an increase of 2.3%, see Issue Price of S$2.20) and from 11.16 cents to 11.43 cents under Scenario B (that is, an increase of 2.4%, see Issue Price of S$1.90), assuming that: (i) a bridge loan facility is used to part finance the CMT RC Acquisition until the New Units are issued under the Equity Fund Raising; and (ii) the interest rate for the bridge loan facility is assumed at 4.20% per annum.

We caution that the forecast and projection must be read together with the detailed Profit Forecast and Profit Projection as well as the accompanying assumptions and sensitivity analysis in Appendix 2 of the Circular and the report of the Independent Accountants who have examined the forecast and projection in Appendix 3 of the Circular.

6.5 Financial Effects of the CMT RC Acquisition The pro forma financial effects of the CMT RC Acquisition are set out in paragraph 4.2 of the Circular. The pro forma financial effects of the CMT RC Acquisition on the DPU and NAV per Unit presented are strictly for illustrative purposes and were prepared based on the audited financial statements for the financial year ended 31 December 2005 of CMT and its associate, and of TPPL, taking into account the CMT Total Acquisition Cost of Raffles City as well as the estimated costs of the Equity Fund Raising, and assuming that: (i) approximately 117.4 million New Units are issued at a price of S$1.90 per New Unit pursuant to the Equity Fund Raising (purely for illustrative purposes); (ii) additional long-term borrowings of S$660.6 million are taken to part finance the CMT RC Acquisition, which will increase CMT’s Gearing Level from approximately 32.4% as at 1 June 2006 to approximately 41.1%; (iii) the Acquisition is made jointly with CCT, with 40.0% of the income from Raffles City accruing to CMT through the RCS Trust; and (iv) the CMT RCS Management Fee is paid in the form of Units.

(i) Pro Forma DPU The pro forma financial effects of the CMT RC Acquisition on CMT’s DPU for the financial year ended 31 December 2005, as if the CMT RC Acquisition was completed on 1 January 2005, and held for the financial year ending 31 December 2005, are as follows:

Existing Properties and Existing Properties CMT RC Interest Net income before tax (S$’000) 117,013 123,562(1) Distributable income (S$’000) 126,782 139,082 Issued Units (’000) 1,379,698(2) 1,503,631(3) DPU (cents) 9.19(4) 9.25

Notes: (1) Includes CMT’s 40.0% share of the adjusted net profit attributable to Raffles City as extracted from TPPL’s audited accounts for the financial year ended 31 December 2005. The adjusted net profit is derived from the earnings from Raffles City before interest costs, income tax, depreciation and amortisation. (2) Number of Units issued as at 31 December 2005. (3) Includes the approximately 117.4 million New Units issued pursuant to the Equity Fund Raising at an Issue Price of S$1.90 per New Unit (purely for illustrative purposes only), 4.6 million Units issued as payment of the CMT RC Acquisition Fee, as well as the CMT Manager’s estimate of 2.0 million Units issued as payment of the CMT RCS Management Fee for the financial year ended 31 December 2005 at an illustrative price of S$1.90 per Unit. (4) Computed based on the distributable income of the Existing Properties for the financial year ended 31 December 2005 over the number of Units in issue as at 31 December 2005.

136 On the basis of the assumptions set out, we note that the pro forma DPU increases by 0.06 cents (or approximately 0.7%) as a consequence of the CMT RC Acquisition.

If Proposed Long-term Borrowing A is utilised to part finance the CMT RC Aquisition and approximately 182.3 million New Units are issued at Issue Price of S$2.20 per New Unit, we note that the proforma DPU will increase by 0.15 cents (or approximately 1.6%) as a consequence of the CMT RC Acquisition.

(ii) Pro Forma NAV The pro forma financial effects of the CMT RC Acquisition on the NAV per Unit as at 31 December 2005, as if the CMT RC Acquisition was completed on 31 December 2005, are as follows:

Existing Properties and Existing Properties CMT RC Interest NAV (S$’000) 2,258,083(1) 2,484,180(2) Issued Units (’000) 1,379,698(3) 1,501,627(4) NAV per Unit (S$) 1.64 1.65

Notes: (1) Based on the CMT Audited Financial Statements and adjusted for the distribution in February 2006 of CMT’s distributable income for the period from 31 October 2005 to 31 December 2005. (2) Assuming: (i) long-term borrowings of S$660.6 million are taken to part finance the CMT RC Acquisition; (ii) the valuation of CMT RC Acquisition as at 31 December 2005 is S$877.7 million, being CMT Total Acquisition Cost. The Total Acquisition Cost for Raffles City includes reimbursement to TPPL for costs paid and assumes the remaining costs for building capital expenditure as well as asset enhancement works of up to S$41.0 million, and payment to TPPL of an additional sum not exceeding S$40.0 million for certain property related liabilities. (3) Number of Units issued as at 31 December 2005. (4) Includes the approximate 117.4 million New Units issued pursuant to the Equity Fund Raising at an Issue Price of S$1.90 per New Unit (purely for illustrative purposes only), 4.6 million Units issued as payment of the CMT RC Acquisition Fee, at an illustrative price of S$1.90 per Unit.

On the basis of the assumptions set out, we note that the pro forma NAV per Unit increases by S$0.01 (or approximately 0.6%) as a consequence of the CMT RC Acquisition.

If Proposed Long-term Borrowing A is utilised to part finance the CMT RC Acquisition and approximately 182.3 million New Units are issued at an Issue Price of S$2.20 per New Unit, we note that the proforma NAV per Unit will increase by S$0.06 (or approximately 3.7%) as a consequence of the CMT RC Acquisition.

137 6.6 Valuations of Raffles City by the Independent Valuers The CMT Manager, together with the CCT Manager, commissioned CBRE, an independent property valuer, to value Raffles City. The CMT Trustee, together with the CCT Trustee, commissioned JLL, an independent property valuer, to value Raffles City. The Valuation Certificates of the Independent Valuers are attached as Appendix 4 of the Circular.

The salient points we highlight from the Summary Valuation Reports are as follows: (i) the basis of valuation used is “Open Market Value”, the definitions of which appear to be broadly consistent as between the Independent Valuers; (ii) the Independent Valuers arrived at their valuations by using the capitalisation of income approach and discounted cash flow analysis. CBRE also used the direct comparison method; (iii) the Independent Valuers took into account the reimbursements and payments outlined in section 5.1 above; and (iv) CBRE stated that the open market value of Raffles City is S$2,166.0 million while JLL stated that the open market value of Raffles City is S$2,151.0 million.

We note that Total Purchase Consideration is identical to the valuation by CBRE and only marginally higher than that of JLL. The difference between the two valuations is slight, with CBRE’s assessment being S$15.0 million (or approximately 0.7%) higher than JLL’s assessment.

6.7 Comparison with Relevant Past Transactions We have extracted information from relevant past transactions carried out in Singapore by real estate investment trusts listed and traded on the SGX-ST to: (i) assess the relationship between market valuation and purchase price in each relevant past transaction to benchmark the Acquisition; and (ii) compare the property yields offered by Raffles City with the property yields offered by the relevant past transactions.

138 Date of Net Property Income(5) Property Yields(8) Purchase Market Market Property Name Price Valuation Valuation Historical(6) Forecast(7) Historical(9) Forecast(10) (S$ Million) (S$ Million) (%) (%) (%) (%)

Retail Properties Acquired by CMT Plaza Singapura 710.0 710.0 Apr-04 NA 42.4 NA 6.0 Bugis Junction 580.8 580.8 Jul-05 NA 29.5 NA 5.1 Acquired by Suntec REIT Chijmes 128.0 128.0 Jul-05 NA 6.4 NA 5.0

High NA 6.0 Low NA 5.0 Average NA 5.4

Office Properties Acquired by CCT Capital Tower 793.9 793.9 Dec-03 37.0 26.7 4.7 3.4 6 Battery Road 675.2 675.2 Dec-03 27.5 23.4 4.1 3.5 Starhub Centre 266.1 266.1 Dec-03 10.7 8.3 4.0 3.1 Robinson Point 119.8 119.8 Dec-03 6.0 3.0 5.0 2.5 Bugis Village 56.5 56.5 Dec-03 5.0 5.4 8.8 9.6 HSBC Building 147.0 NA NA NA NA NA 5.5 Acquired by K-REIT Asia KT/GT(1) 353.5 353.5 Nov-05 8.0 9.9 2.3 2.8 Prudential Tower 117.7 117.7 Nov-05 4.5 3.4 3.8 2.9 Bugis Junction Tower 159.5 159.5 Nov-05 8.3 8.7 5.2 5.5

High 8.8 9.6 Low 2.3 2.5 Average 4.7 4.3

Integrated Property Developments(4) Acquired by Suntec REIT Suntec Mall and Office(2) 2,107.0 2,150.0 Jun-04 116.2 95.5 5.4 4.5 Acquired by MMP REIT(3) Wisma Atria 663.0 663.0 Feb-05 34.1 33.3 5.1 5.0 Ngee Ann City 640.0 640.0 Feb-05 31.7 30.3 5.0 4.7

High 5.4 5.0 Low 5.0 4.5 Average 5.2 4.8

Raffles City 2,166.0(11) 2,166.0(12) Mar-06 NA 106.3(13) NA 4.9(14)

Source: SGX-ST announcements, circulars to unitholders, listing prospectus and annual reports of the real estate investment trusts

Notes: (1) “KT/GT” refers to Keppel Towers and GE Tower. (2) “Suntec Mall and Office” refers to Suntec City Mall and Office Towers. (3) “MMP REIT” refers to Macquarie MEAG Prime REIT, formerly known as Prime REIT.

139 (4) Integrated Property Developments refers to mixed use developments which have a significant part of their net lettable area divided into retail and office space. (5) Net property income generally refers to a property’s gross revenue (including gross rent, car park income and other income earned such as rental of atrium space) less property expenses (including property tax, property management fees, maintenance, general and administrative, advertising and publicity expenses) and is before financing and taxes. In the table above, net property income of the relevant properties has been extracted from publicly available sources and we have not independently verified such information. (6) Historical net property income presented in the table above is the pro forma net property income of the relevant property for the financial year immediately preceding the year of completion of its acquisition as disclosed in public documents. The pro forma net property income is the net property income of the relevant property following adjustments made to, inter alia, reflect the structure of the real estate investment trusts. Details of adjustments made in computation of the proforma net property income of the relevant properties are set out in the listing documents or circular to unitholders of the relevant real estate investment trusts, as the case may be. (7) Forecast net property income presented in the table above is presented on an annualised basis, by extrapolating the forecast net property income of the relevant property for the Forecast Period. Forecast Period for: (a) CMT’s acquisition of Plaza Singapura is the five months period from 1 August 2004 to 31 December 2004; (b) CMT’s acquisitions of Bugis Junction is the two months period from 1 November 2005 to 31 December 2005; (c) CCT’s acquisitions of Capital Tower, 6 Battery Road, Starhub Centre, Robinson Point and Bugis Village is the seven months period from 1 May 2004 to 31 December 2004; (d) K-REIT Asia’s acquisitions of KT/GT, Prudential Tower and Bugis Junction Tower is the twelve months period from 1 January 2006 to 31 December 2006; (e) for Suntec REIT’s acquisition of Suntec Mall and Office is ten months period from 1 December 2004 to 30 September 2005; (f) for MMP REIT’s acquisition of Wisma Atria and Ngee Ann City is six months period from 1 July 2005 to 31 December 2005; and (g) for Raffles City is four months period from 1 September 2006 to 31 December 2006. (8) Property yield is computed based on the purchase price of the relevant property. (9) Historical property yield is computed as the historical net property income divided by the purchase price of the relevant property. (10) Forecast property yield is computed as the forecast net property income divided by the purchase price of the relevant property, with the exception of HSBC Building for which the forecast property yield has been extracted from CCT’s announcement of 2 February 2006 on the SGX-ST. (11) The purchase price for Raffles City refers to the Total Purchase Consideration. (12) For Raffles City, market valuation refers to the valuation conducted by CBRE (independent valuer appointed by the CMT Manager). The value of Raffles City assessed by JLL (independent valuer appointed by the CMT Trustee) was $2,151.0 million. (13) Forecast net property income for Raffles City. (14) Forecast property yield for Raffles City has been computed as the forecast net property income of Raffles City divided by the Total Purchase Consideration of Raffles City. (15) “NA” herein denotes not available due to insufficient publicly available information.

The data presented above is for illustration purposes only. The properties subject to the relevant past transactions may differ from Raffles City in terms of title, net lettable area, location, accessibility, composition of tenants, market risks, track record, future prospects and other relevant criteria and such differences may be significant. Further, the relevant past transactions may have taken place at different times and under different circumstances and such differences may be significant.

We note that the relevant past transactions were undertaken with purchase prices either identical to or very close to the market valuations provided by third party experts. In this respect, the CMT RC Acquisition is in line with market practice.

We note also that the relevant past transactions yielded the following indicative ranges of property yields: (i) the retail properties offered a forecast property yield of between 5.0% and 6.0% with an average of 5.4%; (ii) the office properties offered a forecast property yield of between 2.5% and 9.6% with an average of 4.3%; (iii) the integrated property developments offered a forecast property yield of between 4.5% and 5.0% with an average of 4.8%;

140 We note that the property yield from the CMT RC Acquisition as presented in section 6.4 above of 4.9% for the Forecast Period and 5.1% for the Projection Year is broadly in line with the ranges of property yields noted from the relevant past transactions.

6.8 Selected Other Relevant Factors

(i) Shared Control of the RCS Trust The RCS Trust is under the shared control of CMT and CCT.

The Collaboration Agreement envisages that veto rights will be granted to both CMT and CCT as the holders of the units in the RCS Trust consistent with the requirements of the Property Funds Guidelines. Further, we note that the RCS Trust will be managed by the Management Committee. We note also that, by virtue of CMT’s 40.0% interest in the RCS Trust, the CMT Manager will have only minority representation on the Management Committee.

Unitholders should note that the situation in respect of the RCS Trust differs from the Existing Properties which are 100% owned by CMT and where the CMT Manager has general powers of management over these properties, including making recommendations to the CMT Trustee on acquisitions, divestments and enhancements of CMT’s assets. Further, the CMT Manager is also responsible for supervising the activities of the CMT Property Manager, who is required to perform the day-to-day property management functions at the Existing Properties.

(ii) Rights of First Refusal for RCS Trust Holders We note that under the RCS Trust Deed, a RCS Trust Holder who desires to transfer its units to a third party shall give the RCS Trust Trustee-Manager and the other RCS Trust Holder, a notice in writing of such desire. Such a notice will constitute an offer for the sale of the units in the RCS Trust. The other RCS Trust Holder will be entitled to apply for the purchase of such units in the RCS Trust.

Should CMT wish to transfer its units in the RCS Trust to a third party, the other RCS Trust Holder has a right of first refusal to purchase such units. By the same token, CMT has the right to purchase any units of the RCS Trust that the other RCS Trust Holder wishes to transfer to a third parties.

Such rights may limit the market for purchasers of units in the RCS Trust which may adversely affect the realisation achieved on sale. However, we note that such arrangements are common commercial practice and may serve to protect the rights of the RCS Trust Holders by giving them control over who may be co-owners of the RCS Trust.

(iii) Changes in the Profile of CMT’s Portfolio The CMT Manager has in the past made reference in the principal investment strategy to a focus on retail assets.

We note that Raffles City is an integrated development which incorporates 379,801 sq ft of office NLA, 301,824 sq ft of retail NLA, over 70,000 sq ft of convention space and 2,032 hotel rooms. We note further that the retail component of Raffles City contributes approximately 40.0% of the rental income from Raffles City, with the RC Office Tower and Convention Centre contributing a significant part of the balance of rental income.

141 Given the size of the CMT RC Acquisition, Unitholders should be made aware that the enlarged portfolio will have a larger non-retail component than does the Existing Portfolio. We also note that the CMT Manager believes that the CMT RC Acquisition offers, inter alia, the following benefits:

The CMT RC Acquisition is also in line with the CMT Manager’s vision to grow CMT’s asset size in Singapore to between S$5.0 billion and S$6.0 billion by 2008 through acquisitions which will provide overall yield accretion. With the inclusion of the CMT RC Interest, CMT’s total Deposited Property will increase from S$3.5 billion as at 31 March 2006 to approximately S$4.3 billion. The CMT RC Acquisition will also further strengthen CMT’s position as the largest real estate investment trust by asset size in Singapore.

The combination of step-up minimum rent structure and the variable rent component under the Hotels and Convention Centre Lease will provide good organic growth for CMT, while offering CMT an opportunity to participate in the upside potential in the Singapore hotel and convention space market. In addition, with the step-up minimum rental and the service charge projected to contribute not less than 70.0% of the total gross revenue from the Hotels and Convention Centre, the CMT Manager believes that the Hotels and Convention Centre Lease will provide income stability for CMT and CCT, and mitigate any major potential fluctuations in the hotel and convention space business.

(iv) Implementation of the Financing Plan The CMT Manager has outlined the Financing Plan that it intends to put in place to fund the CMT RC Acquisition. The Financing Plan envisages a permanent structure, comprising the long-term borrowings of between S$487.6 million and S$660.6 million, and the Equity Fund Raising. As the Equity Fund Raising will not be implemented by Completion, the CMT Manager has put in place the RC Bridge Loan of between approximately S$223.0 million and S$401.0 million to part finance the CMT RC Acquisition.

Unitholders should be aware that the RC Bridge Loan is a floating rate instrument and that as such, until such time as the Equity Fund Raising is put in place, the interest cost of this instrument will vary with prevailing rates of interest in the market.

Unitholders should also be aware that the RC Bridge Loan will result in CMT’s gearing level rising from approximately 32.4% as at 1 June 2006 to approximately 46.3% after Completion of the CMT RC Acquisition. Upon completion of the Equity Fund Raising, CMT’s gearing level will drop to approximately 37.1% (if Proposed Long-Term Borrowing A is utilised), and 41.1% (if Proposed Long-Term Borrowing B is utilised).

The Equity Fund Raising will be carried out at such time to be determined by the CMT Manager. The CMT Manager will work with the Joint Lead Managers and Underwriters to determine the most appropriate structure of the Equity Fund Raising, as well as the most appropriate time to launch the Equity Fund Raising

Unitholders cannot know with certainty how many New Units will be issued nor at what Issue Price the New Units will be issued. The CMT Manager has presented a range of scenarios to illustrate the possible impact of the different terms of the Equity Fund Raising on DPU for Existing Unitholders. We note that in all such scenarios (based on the assumptions used), the impact of the CMT RC Acquisition on the Forecast and Projected DPU is favourable. We note further that, save for any New Units which CapitaLand Group may subscribe, the Equity Fund Raising will be underwritten by the Joint Lead Managers and Underwriters. Finally, we also note that the CMT Manager will announce details of such Equity Fund Raising at the appropriate time.

We recommend that that the Independent Directors advise the Unitholders to read the relevant sections of the Circular very carefully.

142 (v) Approvals By Third Parties We highlight that Unitholders should note that the Acquisition is dependent on a number of conditions precedent including but not limited to the approval by the shareholders of RHL for the sale of Raffles City and the approval by the unitholders of CCT for the Acquisition.

(vi) Property Management Fees and Charges Management services in relation to Raffles City will be carried out by the RCS Property Manager. The CMT Property Manager and the CCT Property Manager will hold interests of 40.0% and 60.0% in the RCS Property Manager respectively. A property management agreement will be entered into between the RCS Trust Trustee-Manager and the RCS Property Manager in relation to Raffles City. The existing property management agreements of CMT and CCT will be amended as necessary to exclude Raffles City from such agreements.

The proposed structure of such fees (inclusive of leasing and/or marketing commissions) payable to the RCS Property Manager is as follows: • 2.00% of RC Gross Revenue; and • 2.50% of Net Property Income of the RCS Trust.

We note that, in terms of the quantum of fees payable, this fee structure is the same as the existing fee structure under CMT’s Property Management Agreement: • 2.00% of Gross Revenue of each CMT property; • 2.00% of Net Property Income for each CMT property; and • 0.50% of Net Property Income for each CMT property in lieu of leasing commissions.

7. THE RCS MANAGEMENT FEE SUPPLEMENT AND THE CMT MANAGEMENT FEES SUPPLEMENT

7.1 The RCS Management Fee Supplement The Acquisition will result in Raffles City being jointly owned by CMT and CCT through the RCS Trust and jointly managed by the CMT Manager and the CCT Manager. Given that the CMT Manager and the CCT Manager currently have different asset management fee structures, it is necessary to fix a common basis of fees payable to the CMT Manager and the CCT Manager in relation to Raffles City. As part of the resolution for the Acquisition, the CMT Manager is seeking Unitholders’ approval to supplement the Trust Deed with the RCS Management Fee Supplement.

The principal terms of the RCS Management Fee Supplement are outlined in paragraph 2.5 and set out in Appendix 7 of the Circular. We highlight in particular that:

(i) Structure of the RCS Management Fee Both the Management Fee and the RCS Management Fee comprise a Base Component and a Performance Component. The Management Fee comprises the Base Component calculated as 0.25% per annum of the Property Value and the Performance Component calculated as 2.85% of Gross Revenue of CMT. The RCS Management Fee, on the other hand, comprises the sum of the Base Component of 0.25% per annum of the value of the Deposited Property of the RCS Trust and of the Performance Component of 4.00% of the Net Property Income of the RCS Trust.

143 (ii) Rationale for the RCS Management Fee Supplement The CMT Manager believes that the supplement is necessary as both the CMT Manager and the CCT Manager have different asset management fee structures and that a common asset management fee structure should be adopted in relation to Raffles City. The proposed fee structure is a solution by way of the adoption of a common fee structure in relation to Raffles City.

The CMT Manager also believes that the proposed fee structure will incentivise the CMT Manager to drive towards increasing revenue as well as managing costs, which further aligns the CMT Manager’s interest with those of Unitholders.

7.2 The CMT Manager Fees Supplement The fees that the CMT Manager are presently entitled to under the Trust Deed generally, relate to Real Estate which is owned, acquired or divested by CMT. The CMT Manager is seeking to update the fee structure of the CMT Manager to cover all forms of Authorised Investments and to allow the CMT Manager the flexibility to receive the Management Fee wholly in Units, or wholly in cash, or in a combination of both (at the discretion of the CMT Manager). To do so, the CMT Manager is seeking Unitholders’ approval to supplement the Trust Deed with the CMT Manager Fees Supplement.

The principal terms of the CMT Manager Fees Supplement are outlined in paragraph 9 and set out in Appendix 8 of the Circular. We highlight in particular that:

(i) Inclusion of Authorised Investments The CMT Manager is proposing that its fee structure be amended as follows: (a) in relation to CMT’s Authorised Investments which are in the form of Real Estate, the CMT Manager is proposing that the formula for the calculation of the Base Component be based upon the Deposited Property of CMT instead of Property Value as stated under the existing Management Fee Structure; (b) in relation to CMT’s Authorised Investments which are not in the form of Real Estate, the CMT Manager is proposing that the formula for the calculation of the Management Fee be based upon 0.50% per annum of the investment value of such investments; (c) in relation to the Acquisition Fee, the CMT Manager is proposing to base it on up to 1.00% of the purchase price (after deducting the interest of any co-owner or co-participant) of any Authorised Investments acquired from time to time by CMT; and (d) in relation to the Divestment Fee, the CMT Manager is proposing to base it on up to 0.50% of the sale price (after deducting the interest of any co-owner or co-participant) of any Authorised Investments sold or divested from time to time by CMT.

(ii) Flexibility on Form of payment Currently, under the Trust Deed, the CMT Manager is entitled to receive the Management Fee comprising a Base Component (which is paid in cash) and a Performance Component (which is paid either in the form of cash or Units based upon terms and conditions approved in respect of the Existing Properties).

The CMT Manager is proposing that it be given the flexibility to receive its Management Fee wholly in Units, or wholly in cash, or in a combination of both (at the discretion of the CMT Manager).

144 (iii) Rationale for the CMT Manager Fees Supplement In respect of the inclusion of Authorised Investments, the CMT Manager observes that as the Singapore REIT market develops REITs may diversify their investment portfolio beyond traditional real property into other investments as permitted by the Property Funds Guidelines. The CMT Manager believes that updating its fee structure would more closely align its interests with the interest of CMT and its Unitholders, better align its fee structure with current market practice and increase the flexibility of CMT in terms of investment opportunities.

In respect of the flexibility on the form of payment, the CMT Manager proposed that the amendment is beneficial to Unitholders for the following reasons: (a) the CMT Manager will have added flexibility in structuring the payment of its Management Fee to be in line with its pro-active asset and retail management strategy so as to generate sustainable growth for Unitholders. Such flexibility will allow the CMT Manager to mitigate any potential revenue loss during the period when it carries out various asset enhancement initiatives to enhance the performance of the CMT portfolio. This will help the CMT Manager to deliver optimal returns for Unitholders whilst it continuously seeks out value-adding opportunities to improve the value of the CMT portfolio; and (b) to the extent that the CMT Manager chooses to receive the Management Fee in the form of Units, the CMT Manager’s interest will be further aligned with those of the Unitholders.

7.3 Comparison with Managers Fees in Respect of Other Singapore REITs We have examined the structure of the managers fees in respect of other real estate investment trusts listed and traded on the SGX-ST.

We note that: (i) the quantum of the RCS Management Fee payable in both the Forecast Period and the Projection Year is close to the quantum that would be payable for the same periods if the existing Management Fee structure was to be applied; (ii) the management fees paid by six out of nine such other real estate investment trusts listed and traded on the SGX-ST include authorised investments of such trusts; (iii) the base fee component of management fees paid by six out of nine such other real estate investment trusts listed and traded on the SGX-ST include authorised investments of such trusts; (iv) the fee percentages applicable to Authorised Investments for the Management Fee (in the form of Real Estate only), the Acquisition Fee and the Divestment Fee are comparable to those applied in respect of Real Estate which is owned, acquired or divested by CMT; (v) the fee percentage applicable to Authorised Investments for the Management Fee (not in the form of Real Estate) is within the range of fee percentages of the base fee component of management fees paid by such other real estate investment trusts listed and traded on the SGX-ST; (vi) the acquisition and divestment fees paid by five out of the nine such other real estate investment trusts listed and traded on the SGX-ST include authorised investments other than real estate at a rate either equal or up to the fee percentage in the CMT Manager Fees Supplement; and (vii) beyond an intial period of varying length following commencement of trading of units on the SGX-ST, five out of the nine such other real estate investment trusts listed and traded on the SGX-ST have the flexibility to pay their management fee wholly in units or wholly in cash or in a combination of both (at the discretion of the manager).

145 8. Existing Interested Person Transactions Details of the Existing Interested Persons Transactions entered into as between CMT and entities in the Temasek Group of Companies in the current financial year are given in Appendix 6 of the Circular. A summary of these transactions is presented below:

Value of Interested Transaction Person Nature of Transaction (S$’000)

1 CapitaLand Project management and consultancy services for asset 36.9 Retail Project enhancement works at Jurong Entertainment Centre Management Pte. Limited (“CRPM”)(1)

2 CRPM Project management and consultancy services for asset 413.0 enhancement and addition & alterations works at Plaza Singapura

3 CRPM Project management and consultancy services for asset 108.5 enhancement and addition & alterations works at Bugis Junction

4 CRPM Project management and consultancy services for asset 1,029.0 enhancement works at Sembawang Shopping Centre

5 CRPM Project management and consultancy services for asset 298.4 enhancement and addition & alterations works at IMM Building

6 CRPM Project management and consultancy services for asset 219.0 enhancement works at Tampines Mall

7 CRPM Variation orders for Guaranteed Maximum Price 2,812.1 (“GMP”) contract in respect of asset enhancement works at Junction 8

Sub-Total for CapitaLand Group 4,916.9

8 Tuas Power Procurement of Energy Contract for Funan 2,563.3 Supply Pte Ltd (“Tuas Power”)

9 Tuas Power Procurement of Energy Contract for Sembawang 650.0 Shopping Centre

Sub-Total for other Temasek Group of Companies 3,213.3

Total for Temasek Group of Companies 8,130.2

Notes: (1) CRPM is a wholly owned subsidiary of CapitaLand Retail Limited.

146 The Existing Interested Person Transactions have been subject to the internal control procedures established by the CMT Manager to ensure that such transactions were undertaken on normal commercial terms and were not prejudicial to the interests of CMT and its minority Unitholders.

These procedures include the review and approval of such transactions by the Audit Committee. In addition, the CMT Trustee had reviewed the agreements relating to such transactions to ensure that such transactions are on normal commercial terms, not prejudicial to the interests of CMT and its minority Unitholders and in accordance with the applicable requirements of the Property Funds Guidelines as well as the Listing Manual. Details of these procedures are set out in Section 6 of this Letter.

We note that fee audit reports were prepared by independent quantity surveyors for the Existing Interested Person Transactions 1 to 7. In these reports, the independent quantity surveyors have certified that such transactions are within the ranges of market norms or, in the case of Existing Interested Person Transaction 7, is reasonable and acceptable.

With respect to Existing Interested Person Transactions 8 and 9, we note that the tariff rates and the expected contract values of S$2.56 million and S$0.65 million for Funan and Sembawang Shopping Centre respectively offered by Tuas Power were more competitive than that offered by two other energy suppliers and therefore fair and reasonable.

Details of the rationale for and benefits to CMT arising out of the Existing Interested Person Transactions are set out in full in Appendix 6.

9. OUR RECOMMENDATIONS In arriving at our recommendation, we have taken into account the factors which we consider have a significant bearing on our assessment of the Acquisition (together with the entry into the Joint Venture Agreement and the constitution of the RCS Trust) including: (i) the rationale for the Acquisition; (ii) the CMT Manager has completed the review procedures put in place to ensure interested party transactions are undertaken on normal commercial terms and are not prejudicial to the interests of CMT or its minority unitholders in accordance with the requirements of the Listing Manual and the Property Funds Guidelines; (iii) the Collaboration Agreement and the Joint Venture Agreement include the provisions required by the Property Funds Guidelines for property funds undertaking investments in real estate as a joint owner; (iv) the CMT RC Acquisition raises net property income, distributable income and DPU of CMT for both the Forecast Period and the Projection Year; (v) the CMT RC Acquisition is mildly accretive to the annualised DPU for the Forecast Period for both scenarios presented for the implementation of the Financing Plan; (vi) the pro forma DPU increases by between 0.06 cents (or approximately 0.7%) and 0.15 cents (or approximately 1.6%) and the pro forma NAV per Unit increases by between S$0.01 (or approximately 0.6%) and S$0.06 (or approximately 3.7%) on the basis of the assumptions set out and as a consequence of the CMT RC Acquisition; (vii) the Total Purchase Consideration is identical to the valuation by CBRE and only marginally higher than that of JLL. The difference between the two valuations is slight, with CBRE’s assessment being S$15.0 million (or approximately 0.7%) higher than JLL’s assessment; (viii) relevant past transactions were undertaken with purchase prices either identical to or very close to the market valuations provided by third party experts. In this respect, the CMT RC Acquisition is in line with market practice;

147 (ix) the property yield as presented of 4.9% for the Forecast Period and 5.1% for the Projection Year from the CMT RC Acquisition is broadly in line with the ranges of property yields noted from the relevant past transactions; (x) shared control exists as between CMT and CCT in respect of the RCS Trust which differs from the Existing Properties which are 100% owned by CMT and where the CMT Manager has general powers of management; (xi) both CMT and CCT have a right of first refusal to purchase units in the RCS Trust, should the other wish to transfer such units to third parties; (xii) the change in CMT’s portfolio of properties such that the Enlarged Portfolio will have a larger non-retail component than does the Existing Portfolio as a consequence of the CMT RC Acquisition; (xiii) the factors noted in respect of the implementation of the Financing Plan in respect of the CMT RC Acquisition; (xiv) the necessity for certain third parties to grant their approval in order that the CMT RC Acquisition proceed, notwithstanding that the Unitholders grant their approval; and (v) the management fees and property management fees and charges payable in relation to Raffles City.

Having considered the above and subject to the assumptions and qualifications set out herein and taking into account the prevailing conditions as at the Latest Practicable Date, we are of the opinion that the Acquisition (together with the entry into the Joint Venture Agreement and the constitution of the RCS Trust) are on normal commercial terms and will not be prejudicial to the interests of CMT and its minority Unitholders. Accordingly, we advise that the Independent Directors recommend that the Unitholders vote in favour of the Acquisition.

In arriving at our recommendation in respect of the RCS Management Fee Supplement and the CMT Manager Fees Supplement, we have taken into account, reviewed and examined all the factors which we consider to be pertinent and to have a significant bearing on our assessment of the RCS Management Fee Supplement and the CMT Manager Fees Supplement, including the following factors summarised below: (i) the rationale for and benefits of the RCS Management Fee Supplement and the CMT Manager Fees Supplement; and (ii) the results of the examination we made of the structure of the managers fees in respect of other real estate investment trusts listed and traded on the SGX-ST.

Having considered all of the above and subject to the assumptions and qualifications set out herein and taking into account the prevailing conditions and market expectations as at the Latest Practicable Date, we are of the opinion that the RCS Management Fee Supplement and the CMT Manager Fees Supplement are on normal commercial terms and will not be prejudicial to the interests of CMT and its minority Unitholders. Accordingly, we advise the Independent Directors to recommend that the Unitholders vote in favour of the RCS Management Fee Supplement (which is part of the resolution relating to the Acquisition) and the CMT Manager Fees Supplement.

In arriving at our recommendation in respect of the Existing Interested Person Transactions, we have taken into account, reviewed and examined all the factors which we consider to be pertinent and to have a significant bearing on our assessment of the Existing Interested Person Transactions, including the following factors summarised below: (i) the rationale for and benefits of the Existing Interested Person Transactions; (ii) the compliance and review procedures set up by the CMT Trustee and the CMT Manager;

148 (iii) the role of the Audit Committee in relation to the Existing Interested Person Transactions; (iv) the cost/fee audit reports issued by the quantity surveyors in relation to the Existing Interested Person Transactions; (v) the terms offered by Tuas Power in respect of the energy supply contracts for Funan and Sembawang Shopping Centre in comparison to the terms offered by two other energy suppliers; and (vi) publicly available information in the market relevant to the Existing Interested Person Transactions.

In arriving at our recommendations, we wish to emphasize that we have, inter alia, relied on representations made by the Directors and the CMT Manager in relation to the current intentions and future direction of CMT. In addition, Independent Directors should note that we have arrived at these conclusions based on information made available to us prior to and including the Latest Practicable Date.

Our recommendations are addressed to the Independent Directors for their benefit, in connection with and for the purposes of their consideration of the Acquisition, the RCS Management Fee Supplement, the CMT Manager Fees Supplement and the Existing Interested Person Transactions. Any recommendations made by the Independent Directors in respect of the Acquisition, the RCS Management Fee Supplement, the CMT Manager Fees Supplement and the Existing Interested Person Transactions shall remain their responsibility.

Our recommendations may not be used and/or relied on by any other person for any purpose at any time and in any manner except with our prior written consent in each specific case. Our recommendations are governed by the laws of Singapore and are strictly limited to the matters stated herein and does not apply by implication to any other matter.

Yours faithfully Deloitte and Touche Corporate Finance Pte Ltd

Jeff Pirie Director

149 APPENDIX 6

EXISTING INTERESTED PERSONS TRANSACTIONS

Details of the interested persons transactions which CMT had entered into during the course of the current financial year are set out below:

Interested Person Value of transactions with Transaction CapitaLand Group Nature of Transaction (S$’000)

1 CapitaLand Retail Project management and consultancy services for asset 36.9 Project Management enhancement works at Jurong Entertainment Centre Pte. Limited (“CRPM”)(1)

2 CRPM Project management and consultancy services for asset 413.0 enhancement and addition & alterations works at Plaza Singapura

3 CRPM Project management and consultancy services for asset 108.5 enhancement and addition & alterations works at Bugis Junction

4 CRPM Project management and consultancy services for asset 1,029.0 enhancement works at Sembawang Shopping Centre

5 CRPM Project management and consultancy services for asset 298.4 enhancement and addition & alterations works at IMM Building

6 CRPM Project management and consultancy services for asset 219.0 enhancement works at Tampines Mall

7 CRPM Variation orders for Guaranteed Maximum Price 2,812.1 (“GMP”) contract in respect of asset enhancement works at Junction 8

Sub-Total for CapitaLand Group 4,916.9

8 Tuas Power Supply Procurement of Energy Contract for Funan 2,563.3 Pte Ltd (“Tuas Power”)

9 Tuas Power Procurement of Energy Contract for Sembawang 650.0 Shopping Centre

Sub-Total for other Temasek Group of Companies 3,213.3

Total for Temasek Group of Companies 8,130.2

Note: (1) CRPM is a wholly owned subsidiary of CapitaLand Retail Limited.

These Existing Interested Persons Transactions have been subjected to the internal control procedures established by the CMT Manager to ensure that such transactions were undertaken on normal commercial terms and were not prejudicial to the interests of CMT and its minority Unitholders. These procedures include the review and approval of such transactions by the CMT Manager’s audit

150 committee (the “Audit Committee”). In addition, the CMT Trustee has reviewed the agreements relating to such transactions to ensure that such transactions were on normal commercial terms, not prejudicial to the interests of CMT and its minority Unitholders and in accordance with the applicable requirements of the Property Funds Guidelines as well as the Listing Manual.

Project Management and Consultancy Services for Asset Enhancement Works at Jurong Entertainment Centre The CMT Manager implemented the following asset enhancement works at Jurong Entertainment Centre: • Amalgamation of two existing units on Level 2 to create a new food court; and • Refurbishment of toilets on Level 2.

The CMT Trustee approved the appointment of CRPM to provide project management and consultancy services in respect of these works at Jurong Entertainment Centre for a fee of S$36,902.

Prior to the appointment of CRPM, the CMT Manager commissioned Northcroft Lim Consultants Pte Ltd (“Northcroft”), independent quantity surveyors, to carry out an independent opinion on the cost aspect of the asset enhancement works. In its report dated 6 September 2005, Northcroft stated the view that CRPM’s project management and consultancy fee is within market norms and reasonable range.

Project Management and Consultancy Services for Asset Enhancement and Addition & Alterations Works at Plaza Singapura The CMT Manager is in the process of implementing the following works at Plaza Singapura: • Upgrading of the air-conditioning and mechanical ventilation equipment; and • Replacement of the air handling units with fan coil units to free up net lettable area for retail leasing.

The CMT Manager also implemented the following miscellaneous improvement works: • Extension of the shopfronts; • Amalgamation of units on Basement 1 to enhance shop visibility; and • Installation of air-conditioning in toilets.

The CMT Trustee approved the appointment of CPRM to provide project management and consultancy services in respect of the works at Plaza Singapura for a fee of S$413,000.

Prior to the appointment of CRPM, the CMT Manager commissioned Davis Langdon & Seah Singapore Pte Ltd (“DLS”), independent quantity surveyors, to carry out an independent opinion on the cost aspect of the works. In its reports dated 12 January 2006, DLS stated the view that CRPM’s project management and consultancy fee for the works is within the market norms and reasonable range.

Project Management and Consultancy Services for Asset Enhancement and Addition & Alterations Works at Bugis Junction The CMT Manager is in the process of implementing various asset enhancement works at Bugis Junction to optimise space usage, enhance the prime retail space at Level 1 and Level 2, improve the tenant mix, enhance connectivity and improve shopping ambience. Some of these works include: • Sub-division and refurbishment of units; • Refurbishment of toilets;

151 • Extension of lease line for certain units at Level 1 and 2; • Conversion of common area into leasable retail units; and • Addition of escalators.

The CMT Trustee approved the appointment of CRPM to provide project management and consultancy services in respect of the abovementioned works at a fee of S$108,500.

Prior to the appointment of CRPM, the CMT Manager commissioned DLS, independent quantity surveyors, to carry out an independent opinion on the cost aspect of the abovementioned works. In its reports dated 4 January 2006 and 13 April 2006, DLS stated the view that CRPM’s project management and consultancy fee for the works is within the market norms and reasonable range.

Project Management and Consultancy Services for Asset Enhancement Works at Sembawang Shopping Centre The CMT Manager intends to implement the following asset enhancement works at Sembawang Shopping Centre: • Decant the residential units; • Decant part of retail space on Level 4 to create additional prime retail space on the Basement 1, Level 1, Level 2 and Level 3; • Create an open landscape plaza; and • Construct a five-storey car park which will have direct access to the retail mall at all levels.

The CMT Trustee approved the appointment of CRPM to provide project management and consultancy services in respect of these asset enhancement works for a fee of S$1,029,000.

Prior to the appointment of CRPM, the CMT Manager commissioned Northcroft, independent quantity surveyors, to carry out an independent opinion on the cost aspect of the asset enhancement works. In its report dated 16 January 2006, Northcroft stated the view that the CRPM’s project management and consultancy fee is within market norms and reasonable range.

Project Management and Consultancy Services for Asset Enhancement and Addition & Alterations Works at IMM Building With the increase in the allowable commercial gross floor area at IMM Building from 26.8% to 40.0%, the CMT Manager revised the asset enhancement plan and is currently in the process of implementing the following works at IMM Building: • Conversion of Level 5 warehouse area to covered car park and addition of coil ramp from Level 1to5; • Building a new retail extension block comprising retail areas on Levels 1 and 2, an event area and a roof garden with a children’s playground on Level 3; and • Reconfiguration of retail areas on Levels 1, 2 and 3.

The CMT Trustee approved the appointment of CRPM to provide project management and consultancy services in respect of the abovementioned works for a fee of S$1,898,400, of which S$1,600,000 had been previously approved by the CMT Trustee in 2004.

Prior to the appointment of CRPM, the CMT Manager commissioned DLS, independent quantity surveyors, to carry out an independent opinion on the cost aspect of the abovementioned works. In its report dated 6 January 2006, DLS stated the view that CRPM’s project management and consultancy fee is within the market norms and reasonable range.

152 Project Management and Consultancy Services for Asset Enhancement Works at Tampines Mall To maximise GFA, widen the retail offerings to enhance the tenant mix and to strengthen Tampines Mall’s positioning as the leading shopping mall in the Eastern region of Singapore, the CMT Manager plans to implement certain asset enhancement works at Tampines Mall which includes the reconfiguration of anchor space on Level 2. The works are scheduled to be conducted in three phases and Phase 1 is expected to complete by end September 2006.

The CMT Trustee approved the appointment of CRPM to provide project management and consultancy services in respect of these asset enhancement works at Tampines Mall for a fee of S$219,000.

Prior to the appointment of CRPM, the CMT Manager commissioned DLS, independent quantity surveyors, to carry out an independent opinion on the cost aspect of the asset enhancement works. In its report dated 6 April 2006, DLS stated the view that CRPM’s project management and consultancy fee is within the market norms and reasonable range.

Variation Orders for GMP Contract in respect of Asset Enhancement Works at Junction 8 During the Phase 2 of the asset enhancement works, the CMT Manager increased the scope of works which were excluded from the GMP contract. The additional works resulted in Variation Orders (“VO”) amounting to S$2,812,131.32 (inclusive of project management and consultancy fee of S$171,632.43 for CRPM).

Prior to the approval of the VOs, the CMT Manager commissioned DLS, independent quantity surveyors, to carry out an independent opinion on the cost aspect of the VOs and to ascertain if the additional works were excluded from the original scope of the GMP contract. In its report dated 17 April 2006, DLS stated the view that the cost of the VOs (inclusive of project management and consultancy fee) is reasonable and acceptable, and that the works were in addition to the GMP contract.

Rationale and Benefit of Existing Interested Person Transactions — CRPM The rationale and benefit to CMT of entering into the Existing Interested Person Transactions with CRPM are as follows: (i) Familiarity: CRPM has been involved in the various asset enhancement, and addition and alterations works at the abovementioned properties since the date these properties were acquired. CRPM’s familiarity with the properties and regulatory issues offers CMT the advantage of efficiency in executing the works. (ii) Market Competitive Price: According to reports of DLS and Northcroft referred to above, the fees charged by CRPM are competitive and are within market norms and reasonable range. (iii) Expertise: In addition to providing the services of a project manager, CRPM possesses a strong design management team that has been involved in numerous major retail projects in Singapore and overseas.

Procurement of Energy Contract for Funan and Sembawang Shopping Centre With the enlarged portfolio of properties owned by CMT, the CMT Manager is constantly working with the CMT Property Manager to explore cost synergy opportunities to generate economies of scale and cost savings to benefit the Unitholders. The CMT Manager has procured bulk purchase energy contracts for both Funan and Sembawang Shopping Centre so as to obtain more competitive prices and terms.

The CMT Trustee approved the appointment of Tuas Power as the energy supplier for: (i) Funan — for the contract period 1 August 2005 to 31 December 2006 for an expected contract value of S$2,563,345.

153 (ii) Sembawang Shopping Centre — for the contract period 5 December 2005 to 31 December 2006 for an expected contract value of S$650,000.

From the evaluation of proposals from the three electricity suppliers in the market, Tuas Power, the current electricity supplier for both Funan and Sembawang Shopping Centre, offers the most competitive contracts.

Rationale and Benefits of Existing Interested Person Transactions — Tuas Power The rationale and benefits to CMT of entering into the Existing Interested Person Transactions with Tuas Power are as follows: (i) Flexibility: Tuas Power allows CMT to purchase both the landlord’s and tenants’ electricity consumption at floating tariff rate below the prevailing Singapore Power tariff rate. In comparison, the other energy suppliers offered only fixed tariff rates. (ii) Market Competitiveness: Tuas Power offers the most competitive tariff rate of 3.5% and 7.0% below the relevant prevailing Singapore Power tariff rate for Funan and Sembawang Shopping Centre respectively.

154 APPENDIX 7

PROPOSED RCS MANAGEMENT FEE SUPPLEMENT TO THE TRUST DEED

The proposed form of the RCS Management Fee Supplement is as follows: • That Clause 1(A) of the Trust Deed be amended by inserting the following definitions of “RCS Trust” and “RCS Trust Deed” immediately after the definition of “Prospectus”:

““RCS Trust” means the joint ownership vehicle which holds Raffles City on behalf of the Trust and CapitaCommercial Trust, in the form of a sub-trust constituted by the RCS Trust Deed;

“RCS Trust Deed” means the trust deed constituting RCS Trust as the same may be modified, amended, supplemented, revised or replaced from time to time;”

• That Clause 23(A) of the Trust Deed be amended by inserting the following sub-paragraph (if the CMT Manager Fees Supplement is approved by Unitholders) immediately after sub-paragraph 23(A)(vii) as sub-paragraph 23(A)(viii) or (if the CMT Manager Fees Supplement is not approved by Unitholders) immediately after sub-paragraph 23(A)(v) as sub-paragraph 23(A)(vi):

“23(A)[vi/viii] In relation to Raffles City, which is held by the RCS Trust, the Manager shall receive fees as set out in the RCS Trust Deed, and each of the Management Fee, the Acquisition Fee and the Divestment Fee that the Manager is entitled to in respect of the RCS Trust or assets held by the RCS Trust shall be reduced to the extent that any such payment has been received by the Manager pursuant to the RCS Trust Deed;”

155 APPENDIX 8

PROPOSED CMT MANAGER FEES SUPPLEMENT TO THE TRUST DEED

The proposed form of the CMT Manager Fees Supplement is as follows: • That the definition of “Acquisition Fee” in Clause (1)(A) be amended in accordance with the following underlined text and deletions: “1(A) “Acquisition Fee” means the acquisition fee not exceeding one per cent. of the purchase price of any Real EstateAuthorised Investment acquired on behalf of the Trust payable to the Manager pursuant to Clause 23(B);”

• That Clause 1(A) be amended by inserting the definition of “Authorised Investment Management Fee” following the definition of “Authorised Investment”: “1(A) “Authorised Investment Management Fee” means the component of the Management Fee not exceeding 0.5 per cent. of the investment value of Authorised Investment which is not Real Estate payable to the Manager pursuant to Clause 23(A)(vi);”

• That the definition of “Divestment Fee” in Clause (1)(A) be amended in accordance with the following underlined text and deletion: “1(A) “Divestment Fee” means the divestment fee not exceeding 0.5 per cent. of the sale price of any Real Estate Authorised Investment payable to the Manager pursuant to Clause 23(B);”

• That the definition of “Management” Fee in Clause 1(A) be amended in accordance with the following underlined text and deletion: “1(A) “Management Fee” means the asset management fee payable to the Manager hereunder, comprising (in relation to Authorised Investments which is in the form of Real Estate) the Base Component and the Performance Component and (in relation to Authorised Investments other than Real Estate) the Authorised Investment Management Fee which (i) from the date of this Deed to the Listing Date, comprises a periodic charge not exceeding 0.7 per cent. per annum of the Deposited Property at the relevant time and (ii) with effect from the Listing Date, comprises the Base Component and the Performance Component, as provided in Clauses 23(A)(ii), (iii) and (iv), or as may from time to time be fixed or otherwise determined pursuant to Clauses 23(A)(ii), (iii) and (iv);”

• That Clause (23)(A)(ii) be amended in accordance with the following deletions indicated by the deleted text below and additions indicated by the underlined text below: “23(A)(ii) The Manager shall be entitled with effect from the Listing Date to receive for its own account out of the Deposited Property the Management Fee, comprising which comprises (a) (in respect of Authorised Investments which is in the form of Real Estate) a base component expressed as a percentage per annum of the Deposited Property Value (the “Base Component”) and a performance component expressed as a percentage of the Trust’s Gross Revenue for the relevant Financial Year (the “Performance Component”) and (b) (in respect of Authorised Investments which is not in the form of Real Estate) a percentage per annum of the investment value of such Authorised Investments (the “Authorised Investment Management Fee”). The Manager shall be entitled to alter the rate of the Base Component or, the Performance Component or the Authorised Investment Management Fee to some smaller percentage than that herein provided by notice to the Trustee in writing Provided That the Manager shall give written notice of any such alteration to a higher percentage within the limits

156 permitted by Clauses 23(A)(iii) and, 23(A)(iv) and 23(A)(vi) to all Holders, the Trustee and the Depository in respect of the Depositors, not less than three months prior to the date of effect thereof. The amount of the Management Fee or any component thereof payable to the Manager shall be payable out of the Capital Account or the Income Account of the Deposited Property as the Manager in its discretion shall decide. The amount of the Management Fee shall be net of all applicable GST and all other applicable sales tax, government impositions, duties and levies whatsoever imposed thereon by the relevant authorities in Singapore.”

• That Clause (23)(A)(iii) be amended in accordance with the following deletions indicated by the deleted text below and additions indicated by the underlined text below: “23(A)(iii) The Base Component shall not exceed the rate of 0.25 per cent. per annum of the Deposited Property Value for each Financial Year or such higher percentage per annum of the Deposited Property Value as may be fixed by an Extraordinary Resolution of a meeting of Holders or (as the case may be), Depositors, duly convened and held in accordance with the provisions of the Schedule hereto. The Base Component of the Management Fee shall accrue on each day of each calendar quarter in respect of the period up to and including the last day of that calendar quarter. The amount accruing on each day of each calendar quarter shall be a sum equal to the appropriate percentage of the Deposited Property Value on the last day of the calendar quarter multiplied by the number of days in the relevant period and divided by three hundred and sixty-five. The “appropriate percentage” shall be the rate of the Base Component applicable on the relevant day. For the 60-month period commencing on the Listing Date, in respect of the Existing Properties, the The Base Component accrued to the Manager and remaining unpaid shall be paid in cash to the Manager for its own account out of the Deposited Property within 30 days of the last day of every calendar quarter.

After 60 months following the Listing Date, in respect of the Existing Properties, the Base Component shall be paid to the Manager in the form of cash and/or Units (as the Manager may elect). In respect of all other Authorised Investments which are in the form of Real Estate acquired by the Trust, the Base Component shall be paid to the Manager in the form of cash and/or Units (as the Manager may elect).

When paid in the form of Units, the Manager shall be entitled to receive such number of Units as may be purchased for the relevant amount of the Base Component at the volume weighted average traded price for a Unit for all trades on the SGX-ST in the ordinary course of trading on the SGX-ST for the last ten Business Days of the relevant period in which the Management Fee accrues. In the event the payment is to be made in the form of Units and Holders’ prior approval is required pursuant to Clause 11(B)(v)(2) but is not obtained at the Holders’ meeting to permit such issue of Units to the Manager, then the payment to the Manager for that portion of the Base Component shall be made in the form of cash. The Manager shall be entitled to all rights attached to such Units issued to it as any other Holder of Units.”

157 • That Clause (23)(A)(iv) be amended in accordance with the following deletions indicated by the deleted text below and additions indicated by the underlined text below: “23(A)(iv) The Performance Component shall not exceed the rate of 2.85 per cent. of Gross Revenue of the Trust for each Financial Year or such higher percentage of Gross Revenue as may be fixed by an Extraordinary Resolution of a meeting of Holders or (as the case may be), Depositors, duly convened and held in accordance with the provisions of the Schedule hereto. The Performance Component shall be calculated with reference to the Gross Revenue determined for the relevant Financial Year and be paid to the Manager for its own account out of the Deposited Property as provided for in Clause 23(A)(v). The Performance Component shall:– (a) in respect of the Existing Properties, (for the 60-month period commencing from the Listing Date) in respect of the Existing Properties, in the form of cash in respect of IMM Building and either in the form of cash or in the form of Units (as the Manager may elect, such election to be irrevocable and made prior to the first payment of the Performance Component immediately following the acquisition of the relevant Property) in respect of all other properties acquired by the Trust be paid in the form of Units to be issued to the Manager; and thereafter, in the form of cash, in the form of Units or a combination of both (as the Manager may elect), (b) (after 60 months following the Listing Date) be paid in cash in respect of all other Authorised Investments which are in the form of Real Estate acquired by the Trust be paid to the Manager in the form of cash, in the form of Units or a combination of both (as the Manager may elect).

When paid in the form of Units, the Manager shall be entitled to receive such number of Units as may be purchased for the relevant amount of the Management Fee at:– (xx) (in respect of the Existing Properties, for the 60-month period commencing from the Listing Date) the actual Issue Price determined for the purpose of the initial public offering of Units, unless the volume weighted average traded price for a Unit for all trades on the SGX-ST in the ordinary course of trading on the SGX-ST for the last ten Business Days of the relevant period in which the Management Fee accrues is $2.00 or more per Unit, in which event the Units to be issued to the Manager shall be at the Issue Price of a 25 per cent. discount from that volume weighted average traded price; and (yy) (in respect of the Existing Properties after 60 months following the Listing Date and any other Real Estate acquired by the Trust in relation to which the Manager elects (such election being irrevocable) to receive Units in payment of its Performance Component) the volume weighted average traded price for a Unit for all trades on the SGX-ST in the ordinary course of trading on the SGX-ST for the last ten Business Days of the relevant period in which the Management Fee accrues.

In the event the payment is to be made in the form of Units and Holders’ prior approval is required but is not obtained at the Holders’ meeting to permit such issue of Units to the Manager, then the payment to the Manager for that portion of the Performance Component shall be made in the form of cash. The Manager shall be entitled to all the rights attached to such Units issued to it as any other Holder of Units.”

158 • That Clause 23(A) be amended by inserting the following sub-paragraph immediately after sub-paragraph 23(A)(v): “23(A)(vi) In respect of all other Authorised Investment which is not Real Estate, the Authorised Investment Management Fee shall not exceed the rate of 0.5 per cent. per annum of the investment value of Authorised Investment, unless such Authorised Investment is an interest in a property fund (either a real estate investment trust or private property fund) wholly managed by a wholly-owned subsidiary of CapitaLand Limited, in which case no Management Fee shall be payable in relation to such Authorised Investment.

When the Authorised Investment Management Fee is paid in the form of Units, the Manager shall be entitled to receive such number of Units as may be purchased for the relevant amount of the Authorised Investment Management Fee at the volume weighted average traded price for a Unit for all trades on the SGX-ST in the ordinary course of trading on the SGX-ST for the last ten Business Days of the relevant period in which the Authorised Investment Management Fee accrues.

In the event the Authorised Investment Management Fee is to be made in the form of Units and Holders’ prior approval is required pursuant to Clause 11(B)(v)(2) but is not obtained at the Holders’ meeting to permit such issue of Units to the Manager, then the payment to the Manager for that portion of the Authorised Investment Management Fee shall be made in the form of cash. The Manager shall be entitled to all rights attached to such Units issued to it as any other Holder of Units.

The Authorised Investment Management Fee shall be paid to the Manager in the form of cash, in the form of Units or a combination of both (as the Manager may elect).”

• That Clause 23(A) be amended by inserting the following sub-paragraph immediately after sub-paragraph (vi): “23(A)(vii) In relation to each Authorised Investment, the Manager shall not be entitled to receive the Authorised Investment Management Fee if the Manager has received the Base Component and the Performance Component in respect of such Authorised Investment, and vice versa.”

• That Clause 23(B) of the Deed be amended in accordance with the following deletions indicated by the deleted text below and additions indicated by the underlined text below: “23(B) Acquisition Fee and Divestment Fee.

The Manager is also entitled to receive out of the Deposited Property:– (i) an Acquisition Fee calculated not exceeding the rate of one per cent. of the purchase price (after deducting the interest of any co-owner or co- participant) of any Real Estate Authorised Investment acquired from time to time by the Trustee on behalf of the Trust, or such higher percentage as may be fixed by an Extraordinary Resolution of a meeting of Holders or (as the case may be), Depositors, duly convened and held in accordance with the provisions of the Schedule hereto; and

159 (ii) a Divestment Fee calculated not exceeding the rate of 0.5 per cent. of the sale price (after deducting the interest of any co-owners or co-participants) of any Real Estate Authorised Investment sold or divested from time to time by the Trustee on behalf of the Trust, or such higher percentage as may be fixed by an Extraordinary Resolution of a meeting of Holders or (as the case may be), Depositors, duly convened and held in accordance with the provisions of the Schedule hereto.”

• That Clause (23)(E) be amended in accordance with the following deletions indicated by the deleted text below and additions indicated by the underlined text below: “23(E) In relation to Investments which are owned or held, either directly or indirectly, by a Special Purpose Vehicle, notwithstanding anything contained in this Deed:– (i) each of the Base Component, the Performance Component, the Acquisition Fee, and the Divestment Fee and the Authorised Investment Management Fee shall be calculated on the same basis as if the Investments, or the pro-rated share of the Investments in the case where the interest of the Trust in the Special Purpose Vehicle is partial, had been held directly by the Trustee; (ii) each of the Base Component, the Performance Component, the Acquisition Fee, and the Divestment Fee and the Authorised Investment Management Fee may be paid, at the Manager’s election, by the Trust, the Special Purpose Vehicle or a combination of both; (iii) for each of the Base Component, the Performance Component, the Acquisition Fee, and the Divestment Fee and the Authorised Investment Management Fee, if the Manager elects to receive any of such payment either wholly or partially from the Special Purpose Vehicle, the Manager shall under no circumstances be entitled to receive payment of an amount greater than what the Manager would have been entitled to if it had elected to receive payment from the Trust or where the relevant Investments had been held directly by the Trustee; (iv) where the interest of the Trust in the Special Purpose Vehicle is partial, the payment of the Base Component, the Performance Component, the Acquisition Fee, and the Divestment Fee and the Authorised Investment Management Fee shall be pro-rated, if applicable, to the proportion of the Trust’s interest in the Special Purpose Vehicle; and (v) in the event that payment of the Base Component or the Performance Component to the Manager by the Special Purpose Vehicle is to be made in the form of Units, the payment of such Units may be satisfied by the issuance of Units by the Trust in accordance with the provisions of Clause 23(A) to be applied mutatis mutandis.”

160 APPENDIX 9

SINGAPORE PROPERTY MARKET REVIEW BY THE INDEPENDENT PROPERTY CONSULTANT

26 June 2006

HSBC Institutional Trust Services (Singapore) CapitaCommercial Trust Management Limited Limited (as Manager of CapitaCommercial Trust) (as Trustee of CapitaCommercial Trust) 39 Robinson Road 21 Collyer Quay #18-01 Robinson Point #14-01 HSBC Building Singapore 068911 Singapore 049320

HSBC Institutional Trust Services (Singapore) CapitaMall Trust Management Limited Limited (as Manager of CapitaMall Trust) (as Trustee of CapitaMall Trust) 39 Robinson Road 21 Collyer Quay #18-01 Robinson Point #14-01 HSBC Building Singapore 068911 Singapore 049320

Dear Sirs,

INDEPENDENT REVIEW OF OFFICE, RETAIL AND HOTEL PROPERTY MARKETS IN SINGAPORE

DTZ Debenham Tie Leung (SEA) Pte Ltd has been commissioned to undertake an independent market review for Raffles City. The subject property comprises Raffles City Tower, Raffles City Shopping Centre, Raffles City Convention Centre and two hotels: Swissoˆtel The Stamford and Raffles The Plaza.

We are pleased to enclose our summary review of the office, retail and hotel property markets in Singapore together with a micro-market analysis and forecasts.

Overview of Singapore Economy

1. Real GDP growth averaged 4.8% per annum over the last decade. As an open economy, downturns were often triggered by external factors such as the Asian Financial Crisis in 1997/1998, global economic slowdown and September 11 attack in 2001 and SARS and Iraq War in 2003.

2. Real GDP expanded by 6.4% and 9.1% in 2005 and 1Q2006 respectively (Figure 1). Following strong growth in the first quarter, the Ministry of Trade and Industry (MTI) raised its 2006 GDP forecast from between 4% and 6% to between 5% and 7%.

161 Figure 1 GDP Growth (2000 Market Price)

YOY Growth (%) 2

0 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 1Q2006 -2

-4

-6

Source: MTI, DTZ Consulting & Research, June 2006

3. The Government identified the Financial & Business Services sector (key driver of office demand) and the Manufacturing sector as the twin engines of growth for the economy. Both sectors contributed an average of 25% to GDP each.

4. The Wholesale & Retail Trade sector (key driver of retail demand) reflected the strongest year-on-year (YOY) increase of 10.5% in 2005, followed by Manufacturing. The Financial Services sector grew 6.5% YOY, while the Business Services sector achieved a five-year high growth of 4.9%, underpinned by Singapore’s continued attractiveness as a vibrant business location.

5. In 1Q2006, Wholesale & Retail Trade and Manufacturing sectors again reflected the strongest YOY increase of 14.8% and 20% respectively. The Business and Financial sectors also posted healthy YOY growth of 6.6% and 8.3% respectively.

6. Unemployment rate continued to decline from the peak of 4% in 2003 to 3.4% in 2004 and 3.1% in 2005. 1Q2006 saw further decline of unemployment rate to 2.6%.

7. Real growth of Private Consumption Expenditure (PCE) averaged 3.5% in the last five years. In 2005, PCE registered a YOY growth of 2.5% in line with better economic performance.

162 8. Singapore has won many accolades including The Most Competitive Place for Business1, Top 20 Business Environments2, The Top 20 Economies in terms of Ease of Doing Business3, World’s Top 11 Countries for Investment Potential4, Least Bureaucracy and Red Tape in Asia5, Best Labour Force6 and Asia’s No. 1 Place to Live, Work and Play7.

Office Market Overview

9. As at 1Q2006, islandwide private office stock totaled 5.1 million sq m (55.4 million sq ft). Almost half are located in the Downtown Core8. Total stock has declined by 34,000 sq m (366,000 sq ft) since 2004 as older office buildings were demolished for redevelopment and there was limited new completion.

10. Occupancy continued to strengthen since the trough in 2003, propelled by healthy economic growth and limited supply. As at 1Q2006, islandwide occupancy stood at 87.7%, an improvement of 6.3 percentage points since 2003 (Figure 2). While initial recovery was confined to demand from financial institutions, demand is now more broad-based emanating from supporting businesses such as legal, accounting, management consulting, architectural, engineering and training.

Figure 2 Supply, Demand and Occupancy of Private Office Space

Cumulative Stock (sq m) Cumulative Demand (sq m) Occupancy Rate (%) 6,000 100%

5,000 90%

4,000

80%

3,000 '000 sq m

70%

2,000

60% 1,000

0 50% 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 1Q06

Source: Urban Redevelopment Authority (URA), DTZ Consulting & Research, June 2006

1 KPMG Competitive Alternatives Study, 2006. 2 The Economist Intelligence Unit, 2006. 3 World Bank, 2005. 4 BERI, 2005. 5 Political and Economic Risk Consultancy, 2005. 6 BERI, 2005. 7 Mercer Human Resource Consulting, 2005. 8 Please refer to Annexure 1 for details of Downtown Core and other Planning Regions.

163 11. Similar to occupancy, the URA Rental Index9 for the Central Area has trended up since the 2003 trough. The URA Rental Index has increased by 21% to 89 in 1Q2006 since 2003 (Figure 3).

Figure 3 URA Rental Index for Central Area

140

130

120

110

100

50 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 1Q06

Source: URA, DTZ Consulting & Research, June 2006

12. Current trends that impact the office market include: • Facilitating global trades. To date, 11 Free Trade Agreements (FTAs) have been concluded including those with the United States, European Free Trade Association, Australia, Japan, India and ASEAN countries10. Another 15 FTAs are under negotiation. FTAs facilitate global trades by lowering trade barriers and enhancing intellectual property rights; • Financial services as targeted growth area. The Government is strongly promoting financial services sector including wealth management, private equity, treasury operations, fixed income, Islamic financing, securitisation, REITS, unit trusts and derivatives; and • Outsourcing and off-shoring. It is a trend for companies to outsource and offshore their supporting functions to enjoy economies of scale and lower cost of resources. With lower operating expenditures, companies can value-add their core operations and pay top rents for prime office space to house functions that demand it.

13. There is approximately 197,450 sq m (2.13 million sq ft) of major supply in the pipeline between 2006 and 2008. The bulk 66% (129,940 sq m/1.4 million sq ft) is scheduled to complete in 2006 with One Raffles Quay (111,640 sq m/1.2 million sq ft) being the largest of all (Table 1). The Business & Financial Centre (BFC) with 153,000 sq m (1.65 million sq ft) is scheduled to complete in 2010.

9 URA Rental Index at 4Q1998 = 100. 10 FTAs have also been signed with Hashemite Kingdom of Jordan, Korea, New Zealand, Panama and Trans-Pacific SEP (Brunei, New Zealand, Chile and Singapore).

164 Table 1 Major Potential Supply of Office Space

ESTIMATED NLA* ESTIMATED NLA* Name of Development Developer (sq m) (sq ft) 2006 One Raffles Quay One Raffles Quay Pte Ltd 111,640 1,201,680 1 Raffles Quay Parakou Building Parakou Investment 5,920 63,720 126 Robinson Road Holdings Pte Ltd Sinsov Building CP Grace One Pte Ltd 6,110 65,770 55 Market Street SIF Building @96 Robinson Road Sing Investments & 6,270 67,490 96 Robinson Road Finance Ltd Sub-total 129,940 1,398,660 2007 VisionCrest Winpeak Investment Pte 11,910 128,200 Clemenceau Ave/Oxley Rise/ Ltd Penang Rd Sub-total 11,910 128,200 2008 HarbourFront Place The Harbourfront Pte Ltd 18,180 195,690 Telok Blangah Rd Central Riverhub Pte Ltd 37,420 402,790 Clarke Quay Sub-total 55,600 598,480 Total 197,450 2,125,340

* Assuming an efficiency of 80% on Gross Floor Area

Source: URA, DTZ Consulting & Research, June 2006

14. As the bulk of potential supply from the BFC will only come on-stream in 2010, islandwide occupancies and rents will continue to soar on the back of limited new supply averaging 66,000 sq m (708,000 sq ft) per annum between 2006 and 2008 compared with the average demand of 105,800 sq m (1.14 million sq ft) in the last decade.

15. Other potential supply includes a new commercial site at Beach Road/Middle Road on the Confirmed List under the Government Land Sales for 2H200611.

11 Please refer to Annexure 2 for Government Land Sales Program for 2H2006.

165 Retail Market Overview

16. In 2005, the Retail Sales Index12, excluding motor vehicles, grew 7.3% to reach a 10-year high of 119.0. In 1Q2006, retail sales reflected a 5.2% YOY growth to 122.3 (Figure 4).

Figure 4 Retail Sales Index excluding Motor Vehicles

Retail Sales Index excluding Motor Vehicles

130 Retail Sales Index excluding Motor Vehicles (YOY Change) 10.0%

8.0% 120 6.0%

4.0% 110 YOY Change 2.0%

100 0.0%

-2.0% Retail Sales Index 90 -4.0%

-6.0% 80 -8.0%

70 -10.0% 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 1Q2006

Source: MTI, DTZ Consulting & Research, June 2006

17. There are two major retail belts in Singapore namely Orchard/Scotts Road and Marina Centre. The former comprises Wisma Atria Shopping Centre, Takashimaya Shopping Centre, Paragon, Centrepoint Shopping Centre and Plaza Singapura among others.

18. The Marina Centre cluster comprises Raffles City Shopping Centre, Suntec City Mall, Marina Square and Millenia Walk. The cluster of shopping malls in the area is connected via CityLink Mall.

19. As at 1Q2006, islandwide private supply of retail space totaled 2 million sq m (21.5 million sq ft). About 28% of the total private stock is located in the Fringe Area, followed by the Rest of Central Area (22%), Orchard Road (18%) and Outside Central Region (18%). The Downtown Core accounted for 13% of total stock, totaling some 260,000 sq m (2.79 million sq ft)

20. Except during economic downturns, islandwide occupancy maintained above 90% over the past decade. Occupancy stood at 91.9% as at 1Q2006, among the highest in the decade (Figure 5). Due to active management, malls under REITs’ portfolio enjoy particulary high occupancy. Many prime malls including Wisma Atria Shopping Centre, Takashimaya Shopping Centre and Plaza Singapura enjoy 100% occupancy.

12 Source: MTI. Retail Sales Index at 1997 = 100.

166 Figure 5 Supply and Occupancy of Private Retail Space

Cumulative Supply Cumulative Demand Occupancy Rate 2,500 100.0%

2,000 90.0%

1,500 80.0% '000 sq m

1,000 70.0%

500 60.0%

0 50.0% 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 1Q2006

Source: URA, DTZ Consulting & Research, June 2006

21. As at 1Q2006, the URA Rental Index13 of private retail space in the Central Area stood at 99.2, a 4.1% YOY improvement and 11% since the trough in 2003 (Figure 6).

Figure 6 URA Rental Index for Central Area

140

130

120

110

100

50 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 1Q2006

Source: URA, DTZ Consulting & Research, June 2006

13 URA Rental Index at 4Q1998 = 100.

167 22. Recent trends that impact the retail industry include: • Shopping Centres as the “Third Place” after one’s home and office. Today, malls are not simply a place to shop but also serve as social meeting places; • Increasing numbers of foreign retailers in recognition of increasing visitor arrivals and several upcoming strategic projects such as the Integrated Resorts. These include Massimo Dutti which opened its first Asia flagship store in January 2006. Two established US fashion labels, Gap and Banana Republic, will soon make their debut in Singapore later this year and 2007 respectively; and • New retail concepts such as flagship stores and Warehouse Retail Scheme14.

23. Between 2006 and 2008, major potential supply in Central Area is expected to amount to approximately 172,440 sq m (1.86 million sq ft). Of these, 78% (134,350 sq m/1.45 million sq ft) is due to be completed in 2008. These comprise mainly the retail malls at Orchard Turn and Orchard/Killiney Road sites and City Square Mall at Kitchener Road (Table 2).

Table 2 Major Potential Supply of Retail Space in Central Area

Estimated NLA* Estimated NLA* Development Developer (sq m) (sq ft) 2006 Centrepoint Extension Fraser Centrepoint 5,540 59,630 176 Orchard Road Clarke Quay Revamp CapitaLand 3,720 40,040 River Valley Road Central Far East Organization 15,060 162,100 Eu Tong Sen St The Raffles Marketplace Tincel Properties 4,650 50,050 North Bridge Road Sub-total 28,970 311,820 2007 The Sail @ Marina Bay CDL & 1,400 15,070 Marina Boulevard American International Group Retail component at UEC Jack Investment Pte Ltd 7,720 83,100 Victoria Street Sub-total 9,120 98,170

14 The Warehouse Retail Scheme was initiated in April 2004 by the Economic Development Board to facilitate businesses with retail and warehouse functions (warehouse retail) or retail and industrial functions (industrial retail) to operate on industrial zoned sites.

168 Estimated NLA* Estimated NLA* Development Developer (sq m) (sq ft) 2008 Retail mall in Orchard Turn Site CapitaLand and 63,170 679,960 Orchard Rd/Paterson Rd Sung Hung Kai Properties Retail mall in Orchard/ Far East Organisation 25,080 270,000 Kiliney Rd site Orchard Rd/Killiney Rd City Square Mall City Development Ltd 46,100 496,220 Kitchener Rd Sub-total 134,350 1,446,180 Total 172,440 1,856,170

* Assuming an efficiency of 70% on Gross Floor Area

Source: URA, DTZ Consulting & Research, June 2006

24. Consumer sentiments and private consumption expenditure are expected to improve on the back of a healthy economy and low unemployment. Singapore Tourism Board’s (STB’s) effort to increase visitor arrivals will further spur retail growth as shopping is the key expenditure item for most tourists.

25. The Retail Sales Index grew by an average of 2.4% per annum for the last 10 years. With the recovering economy and STB’s efforts to grow the tourism market, the Retail Sales Index is expected to outperform the historical trend.

Hotel Market Overview

26. In 2005, there were approximately 10.1 million available room nights15 or 35,600 gazetted hotel rooms. Major hotel belts in Singapore are located in Orchard/Scotts Road, City Hall/Marina Centre in the Downtown Core and Havelock Road/River Valley in the Rest of Central Area.

27. Singapore received a record 8.9 million visitors in 2005, reflecting a 7% YOY increase. Indonesia, China, Malaysia, Australia and India were the top five source markets, accounting for 52% of total visitor arrivals in 2005. Average length of stay was 3.38 days, a 5.6% increase over 2004. Total visitor days in 2005 reached 30 million, a 13% increase over the previous year.

28. The proportion of Business Travels, Meetings, Incentives, Conventions and Exhibitions (BTMICE) travellers have increased over the years while that of holiday travellers has declined. In 2005, Singapore was voted as Best BTMICE City16 and Favourite Meeting/Convention/Exhibition Facilities17. Singapore’s strong reputation as a BTMICE location has benefited particularly hotels at Downtown Core where many MICE events are held.

29. As at end 2005, occupancy was 84% reflecting a YOY increase of 3.3 percentage points. This is also an increase of 16.4 percentage points since the trough in 2003 (Figure 7).

15 URA: Room-nights available for occupancy exclude rooms closed for renovations and staff use as declared in the statutory forms on a daily basis. 16 TTG MICE. 17 TIME Magazine.

169 Figure 7 Visitor Arrivals and Occupancy of Gazetted Hotel Rooms

Visitor Arrival Occupancy 9,000 100%

8,000 95%

90% 7,000

85% 6,000 80% 5,000 75% Occupancy '000 4,000

Vistor Arrivals 70% 3,000 65%

2,000 60%

1,000 55%

0 50% 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005

Source: URA, STB, DTZ Consulting & Research, June 2006

30. As at end 2005, average room rates stood at $20618 for upper tier (>$150), $126 for upper mid-tier ($101–$150), $80 for lower mid-tier ($61–$100) and $48 for budget hotels (Յ$60). Upper-tier hotels registered the highest increase in rates in 2005.

31. In 2005, REVPAR19 for upper-tier, upper mid-tier, lower mid-tier and budget hotels were $169, $108, $67 and $43 respectively. Budget tier hotels posted the highest YOY increase of 11%, from $39 in 2004 (Figure 8). This maybe attributed to the increasing number of budget-conscious travelers.

Figure 8 REVPAR

Budget Tier Lower Mid-Tier Upper Mid-Tier Upper Tier $180

$160

$140

$120

$100

$80

$60

$40

$20

$0 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005

Source: STB, DTZ Consulting & Research, June 2006

18 All currencies are in S$ unless otherwise stated. 19 Revenue per Available Room (REVPAR) is derived by multiplying average daily room rates with occupancy rate for a more accurate measure of the performance of the hotel industry.

170 32. Current trends affecting the hotel industry include: • Market dichotomy is expected to strengthen with growing BTMICE travelers underpinning demand for upper-tier hotels and budget travelers for budget-tier hotels; and • Emergence of niche and lifestyle concepts. Recent years saw the conversion of shophouses into boutique hotels, providing guests with unique accommodation experiences. Large hotels are also being refurbished recently to stay competitive and match visitors’ rising expectations.

33. The bulk of the major potential supply is from the Fringe Area, particularly Sentosa. Other major potential supply includes St. Regis Hotel (299 rooms) at the Tanglin area (Table 3).

Table 3 Major Potential Supply of Hotel Rooms

Estimated No. of Name of Development Location Developer Rooms 2006 Boutique Hotel @ Tiong Bahru Hang Huo Enterprise Group 288 Tiong Bahru Siloso Beach Resort Robertson Quay Hotel 195 Imbiah Walk, Sentosa Sub-total 483 2007 St. Regis Hotel Richmond Hotel Pte Ltd 299 Cuscaden Road/Tanglin Road/ (Hong Leong Group, CDL and TID) Tomlinson Road Amara Sentosa Amara Sentosa Investments 125 Palawan Beach, Sentosa Pte Ltd Sub-total 424 2008 The Knolls Pontiac Land Group, City Realty 171 Ironside Road, Sentosa Sub-total 171 Total 1,078

Source: STB, URA, Sentosa Development Corporation, DTZ Consulting & Research, June 2006

34. In addition to the Beach Road/Middle Road site in the Confirmed List under the Government Land Sales program for 2H2006, eight other sites are in the Reserve List, at various locations which are outside the traditional hotel belts.

171 35. In January 2005, STB announced Tourism 2015 targeting 17 million visitor arrivals, almost double 2004’s visitor arrivals, and tripling of tourism receipts to $30 billion. Three key areas were identified: • Strengthening Singapore’s position as a Leading Convention & Exhibition City in Asia; • Providing visitors an enriching experience that is Uniquely Singapore; and • Establishing Singapore as the Services Centre of Asia, particularly on healthcare and education services.

36. Growth of the tourism industry is expected to continue with increasing tourism products underpinned by STB’s aggressive promotion in source markets such as China and India. STB targets 9.4 million visitors in 2006.

37. Existing hotel rooms and limited potential supply are not sufficient to accommodate the doubling of visitor arrivals to 17 million by 2015. Both occupancy and room rates are expected to continue to rise.

38. In the longer term, lifestyle developments in Marina Bay together with the remaking of Orchard Road will add strength to the BTMICE, entertainment and retail scene in Singapore, bringing the tourism industry to new heights.

The Subject Property — Raffles City

39. Raffles City is one of the largest mixed-used developments in Singapore comprising Raffles City Tower, Raffles City Shopping Centre, Raffles City Convention Centre and two hotels: Swissotel the Stamford and Raffles The Plaza. It is located in the Downtown Core at the fringe of both the Central Business District (CBD) and Bras Basah-Bugis Arts, Culture, Learning and Entertainment Hub.

40. Raffles City Tower is a 42-storey office tower with a Net Lettable Area (NLA) of 35,284 sq m (379,801 sq ft). Occupancy as at 1Q2006 is almost 100%. Major tenants include the Economic Development Board (EDB), Phillip Securities Pte Ltd and Accenture Pte Ltd. The current asking rent for Raffles City Tower ranges from S$7.00 to S$7.50 per sq ft.

41. Located at the podium block of the complex, Raffles City Shopping Centre has a NLA of about 28,040 sq m (301,824 sq ft) with a diversified tenant base (Figure 9). Major anchor tenants include Robinsons by Robinson & Company (Singapore) Private Limited and Jasons Market Place by Cold Storage Singapore (1983) Pte Ltd. Raffles City Shopping Centre is commanding an average monthly gross rental of approximately $13.80 per sq ft over four levels of retails space. The unique Concierge service provided at Raffles City Shopping Centre attends to shoppers’ needs and offers services such as sale of gift vouchers/postage stamps, tickets to arts events and concerts, complimentary rental of baby strollers and wheelchairs, personal shopper, gift-wrap, courier services, dining and flight reservations.

172 Figure 9 Trade Sector Analysis of Raffles City Shopping Centre by Monthly Gross Rental Income as at 31 March 2006

1.0% 0.6% 2.0% 0.2% Fashion 4.0% 4.9% Department Store

Food & Beverage/Food Court 11.2%

Educational/Services

Books/Gifts & Specialty/ Hobbies/Toys 38.7% Supermarkets

Leisure & Entertainment/ Sports & Fitness 17.1% Electronics

Home Furnishings

Others

20.3%

Source: CMT

42. The target market for Raffles City Shopping Centre is mainly the Professionals, Managers, Executives and Businessmen (PMEB) with a higher than average retail spending.

43. Raffles The Plaza Singapore and Swissoˆtel the Stamford consist of 769 rooms and 1,263 rooms respectively. Both hotels are under the management of Raffles Hotels and Resorts. Services & Facilities include business services, sports and recreation as well as RafflesAmrita Spa offering a wide range of spa treatments.

44. With over 6,500 sq m (about 70,000 sq ft) of meeting space, Raffles City Convention Centre is one of the largest convention centres in Singapore. A number of high-profile events have been held there including the 117th International Olympic Committee Session in 2005.

45. To enhance its competitiveness, Raffles City Shopping Centre is currently undergoing refurbishment to convert part of its back-of-house hotel function space into retail space. There will be more than 60 new retail and F&B outlets in the revamped area including Din Tai Fung and Kuriya Market & Restaurant. The extension is anticipated to bring an additional 15%-20% of shoppers into the centre.

173 Location & Accessibility

46. Raffles City is a city within a city presenting a unique and synergical interaction of prime retail and office space, a convention centre and world-class hotels near the CBD and strategically located above the City Hall Mass Rapid Transit (MRT) station. 47. Raffles City stands on an island site which enjoys road frontages at all four sides of the development. It is bounded by Bras Basah Road to the north, Beach Road to the east, Stamford Road to the south and North Bridge Road to the west (Map 1).

Map 1 Raffles City

Source: DTZ Consulting & Research, June 2006 48. City Hall MRT station, located at the subject’s doorstep, is an interchange station for the east-west MRT line and the north-south MRT line. The subject property’s connectivity will be further enhanced with the completion of the Circle Line and the Downtown Extension. 49. The future Esplanade MRT Station under the Circle Line, scheduled to complete in 2010, will be directly connected to Raffles City. In addition, the future Millenia Station of the Downtown Extension at Temasek Avenue, scheduled to complete in 2012, which connects the Marina Centre area to the future Integrated Resort, BFC, China Square and Chinatown areas, will also be within walking distance of Raffles City. 50. East Coast Parkway (ECP), which connects the east of Singapore to the west is only a few minutes drive away from Raffles City. Changi International Airport is about a 25-minute drive away via the ECP. The Central Expressway (CTE), which connects the north of Singapore to the south, is about a 10-minute drive away.

174 Surrounding Developments & Amenities

51. Raffles City is located in the Civic District, an area with important historical significance. Major national monuments within walking distance to Raffles City include Raffles Hotel, St. Andrew’s Cathedral, Cathedral of the Good Shepherd, City Hall, Supreme Court, Singapore Art Museum and Church of St. Peter and Paul.

52. CHIJMES, the former campus of the Convent of the Holy Infant Jesus, has been converted into an F&B cum entertainment venue. There is a variety of restaurants, as well as trendy bars within the complex. The former chapel is a popular venue for weddings and other corporate events.

53. More recent developments in the vicinity include Esplanade — Theatres on the Bay, Singapore’s performing arts centre with its state of the art facilities for performing arts. The new National Library, completed in 2005, is also within walking distance of Raffles City. The new Singapore Management University (SMU) Campus is located at Bras Basah Road, about a 5-minute walk from Raffles City. The campus will eventually enroll 6,500 undergraduates as well as students in their future graduate programs.

Trade Area Analysis

54. With its excellent connectivity by MRT and road, the primary trade area for Raffles City Shopping Centre is the Central Planning Region. Secondary trade area comprises the rest of Singapore (Map 2).

Map 2 Planning Regions in Singapore

Source: URA, DTZ Consulting & Research, June 2006

55. Live-in population in the primary trade area as at end 2005 is estimated at 921,000. Transient population, the working population, is estimated at another 658,000.

56. Live-in population in the primary trade area is forecast to grow at 1.7% per annum, in line with the national population growth rate. Based on future supply in the primary trade area, the transient population is estimated to increase by an average 3.1% per annum in the next three years. This will bring the live-in and transient population to 968,000 and 716,000 respectively.

175 Forecasts

57. Taking into account current rents, potential supply and demand underpinned by healthy economic growth, we forecast rental growth for prime office buildings in the vicinity of Raffles City Tower as follows:

Forecast 2006 2007 2008 Annual Growth 24% 10% 4%

Source: DTZ Consulting & Research, June 2006

58. Considering supply, demand, visitor arrivals and retail sales, we forecast a 4% growth in average rent of prime malls in the micro-market between 2006 and 2008:

Forecast 2006 2007 2008 Annual Growth 4% 4% 4%

Source: DTZ Consulting & Research, June 2006

59. We have forecast visitor arrivals for the next three years based on STB’s Tourism 2015’s target:

Forecast 2006 2007 2008 Visitor Arrivals 5.2% 6.6% 6.6%

Source: STB, DTZ Consulting & Research, June 2006

Yours Sincerely, DTZ Debenham Tie Leung (SEA) Pte Ltd

Ong Choon Fah (Mrs) Executive Director Consulting & Research

176 ANNEXURE 1

Planning Regions in Singapore

Singapore is divided into the following Planning Regions:

Central Region Central Area Fringe Area

• Orchard • Bukit Merah • Downtown Core • Bukit Timah Outside • Rest of Central Area: • Queenstown — Outram • Kallang Central Region — Museum • Bishan (West Region, • — Newton Marine Parade North Region — River Valley • Geylang and — Singapore River • Toa Payoh East Region) — Marina South • Tanglin — Marina East • Novena — Straits View • Southern Islands — Rochor Source: URA, DTZ Consulting & Research, June 2006

Central Region

Source: URA, DTZ Consulting & Research, June 2006

177 ANNEXURE 2

Government Land Sales Program for 2H2006 (Non-Residential Sites)

CONFIRMED LIST Estimated Estimated No of No. of Estimated Site Area Gross Plot Housing Hotel Launch S/N Location (ha) Ratio Units Rooms Date Commercial Site 1 Beach Road/Middle Road 3.5 4.2 0 655 Dec 06 RESERVE LIST Estimated Estimated No of No. of Estimated Site Area Gross Plot Housing Hotel Available S/N Location (ha) Ratio Units Rooms Date Commercial & Residential Sites 1 Punggol Drive 1.39 3.0 220 0 Already available 2 Seletar Road 0.5 2.1 55 0 Commercial Sites 1 Fairy Point Hill 4.20 0.4 0 280 Already available 2 Toa Payoh Lorong 6 0.14 3.0 0 0 3 New Bridge Road/ 0.12 4.2 0 0 Jun 06 North Canal Road 4 Tampines Grande 0.8 4.2 0 0 Aug 06 5 Anson Road 0.26 9.24 0 0 Oct 06 “White” Sites 1 Belilios Rd/Klang Lane 0.3 3.5 0 150 Already available 2 Serangoon Central 2.5 3.5 265 0 3 Race Course Road/ 1.35 4.2 150 455 Aug 06 Rangoon Road Hotel Sites 1 Sinaran Drive 0.6 4.2 0 430 Already available 2 Bencoolen Street 0.35 4.2 0 250 Jun 06 3 Mohamed Sultan Road/ 0.29 2.8 0 130 Aug 06 Nanson Road 4 New Market Road/ 0.35 3.5 0 260 Sep 06 Merchant Road 5 Balestier Road/ 0.89 3 0 455 Oct 06 Ah Hood Road 6 Tanjong Pagar Road (A) 0.24 8.4 0 345 Nov 06 7 Tanjong Pagar Road (B) 0.26 5.6 0 250 Nov 06 8 Upper Pickering Street 0.69 4.2 0 495 Dec 06 Recreation Site 1 Punggol Point 6.2 — 0 0 Dec 06

Source: URA, DTZ Consulting & Research, June 2006

178 LIMITING CONDITIONS

Where it is stated in the report that information has been supplied to us in the preparation of this report by the sources listed, this information is believed to be reliable and we will accept no responsibility if this should be otherwise. All other information stated without being attributed directly to another party is obtained from our searches of records, examination of documents or enquiries with relevant government authorities.

The forward statements in this report are based on our expectations and forecasts for the future. These statements should be regarded as our assessment of the future, based on certain assumptions on variables which are subject to changing conditions. Changes in any of these variables may significantly affect our forecasts.

Utmost care and due diligence has been taken in the preparation of this report. We believe that the contents are accurate and our professional opinion and advice are based on prevailing market conditions as at the date of the report. As market conditions do change, we reserve the right to update our opinion and forecasts based on the latest market conditions.

DTZ gives no assurance that the forecasts and forward statements in this report will be achieved and undue reliance should not be placed on them.

DTZ Debenham Tie Leung (SEA) Pte Ltd or persons involved in the preparation of this report disclaims all responsibility and will accept no liability to any other party. Neither the whole nor any part, nor reference thereto may be published in any document, statement or circular, nor in any communications with third parties, without our prior written consent of the form or context in which it will appear.

179 NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an EXTRAORDINARY GENERAL MEETING of CapitaMall Trust (“CMT”) will be held at 168 Robinson Road, Capital Tower, Level 9, STI Auditorium, Singapore 068912 on 13 July 2006 at 1.00 p.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolutions:

EXTRAORDINARY RESOLUTION 1. THE PROPOSED ACQUISITION OF RAFFLES CITY That: (a) approval be and is hereby given for the acquisition of Raffles City (as defined in the circular dated 26 June 2006 issued by CapitaMall Trust Management Limited, as manager of CMT (the “CMT Manager”), to unitholders of CMT (the “Circular”)) from Tincel Properties (Private) Limited (“TPPL”) for an aggregate consideration of S$2,166.0 million (the “Acquisition”), on the terms and conditions set out in the put and call option agreement dated 18 March 2006 made between HSBC Institutional Trust Services (Singapore) Limited, as trustee of CCT (the “CCT Trustee”), and TPPL, such acquisition to be made through a joint ownership vehicle to be owned with CapitaCommercial Trust (“CCT”) with CMT holding an interest of 40.0 per cent. and CCT holding an interest of 60.0 per cent., and for payment of all fees and expenses relating to the Acquisition (as described in the Circular); (b) approval be and is hereby given for the accompanying amendment to the trust deed dated 29 October 2001 constituting CMT (as amended) (the “Trust Deed”) for the purpose of fixing a common basis of fees payable to the CMT Manager and CapitaCommercial Trust Management Limited, as manager of CCT (the “CCT Manager”), in respect of Raffles City (the “RCS Management Fee Supplement”); and (c) the CMT Manager, any director of the CMT Manager (“Director”) and the CMT Trustee be and are hereby severally authorised to complete and do all such acts and things (including executing all such documents as may be required) as the CMT Manager, such Director or (as the case may be) the CMT Trustee may consider expedient or necessary or in the interests of CMT to give effect to the Acquisition and the RCS Management Fee Supplement.

EXTRAORDINARY RESOLUTION 2. THE PROPOSED ISSUE OF NEW UNITS IN CMT That subject to and contingent upon the passing of Resolution 1: (a) approval be and is hereby given for the issue of new units in CMT (“New Units”)soasto raise gross proceeds up to an aggregate of S$420.0 million (the “Equity Fund Raising”)in the manner described in the Circular; and (b) the CMT Manager, any Director and the CMT Trustee be and are hereby severally authorised to complete and do all such acts and things (including executing all such documents as may be required) as the CMT Manager, such Director or (as the case may be) the CMT Trustee may consider expedient or necessary or in the interests of CMT to give effect to the Equity Fund Raising.

ORDINARY RESOLUTION 3. THE PROPOSED ISSUE OF NEW UNITS TO THE CAPITALAND GROUP That subject to and contingent upon the passing of Resolution 1 and Resolution 2: (a) approval be and is hereby given for the placement of up to such number of New Units under the private placement tranche as part of the Equity Fund Raising to CapitaLand Limited and its subsidiaries (the “CapitaLand Group”) as would be required to maintain its pre- placement unitholdings, in percentage terms; and

180 (b) the CMT Manager, any Director and the CMT Trustee be and are hereby severally authorised to complete and do all such acts and things (including executing all such documents as may be required) as the CMT Manager, such Director or (as the case may be) the CMT Trustee may consider expedient or necessary or in the interests of CMT to give effect to such placement of New Units to the CapitaLand Group.

ORDINARY RESOLUTION

4. THE PROPOSED PLACEMENT OF NEW UNITS TO THE DIRECTORS That subject to and contingent upon the passing of Resolution 1 and Resolution 2: (a) approval be and is hereby given for the placement of up to such number of New Units under the private placement tranche of the Equity Fund Raising to the Directors and their immediate family members who hold Units, as would be required to maintain their pre-placement unitholdings, in percentage terms; and (b) the CMT Manager, any Director and the CMT Trustee be and are hereby severally authorised to complete and do all such acts and things (including executing all such documents as may be required) as the CMT Manager, such Director or (as the case may be) the CMT Trustee may consider expedient or necessary or in the interests of CMT to give effect to such placement of New Units to the Directors.

EXTRAORDINARY RESOLUTION

5. THE PROPOSED CMT MANAGER FEES SUPPLEMENT That: (a) approval be and is hereby given for the purpose of Clause 37(A) of the Trust Deed for the proposed amendment to the Trust Deed for the purpose of allowing the CMT Manager to update its fee structure in the manner as described in the Circular; and (b) the CMT Manager, any Director and the CMT Trustee be and are hereby severally authorised to complete and do all such acts and things (including executing all such documents as may be required) as the CMT Manager, such Director or (as the case may be) the CMT Trustee may consider expedient or necessary or in the interests of CMT to give effect to such amendments to the Trust Deed relating to the fees payable to the CMT Manager.

BY ORDER OF THE BOARD CapitaMall Trust Management Limited (Company Registration No. 200106159R) (as manager of CapitaMall Trust)

Michelle Koh Company Secretary

Singapore 26 June 2006

Important Notice

A unitholder of CMT entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint not more than two proxies to attend and vote in his stead. A proxy need not be a unitholder of CMT. The instrument appointing a proxy must be lodged at the CMT Manager’s registered office at 39 Robinson Road, #18-01 Robinson Point, Singapore 068911 not less than 48 hours before the time appointed for the Extraordinary General Meeting.

181 IMPORTANT: PLEASE READ THE NOTES TO PROXY FORM BELOW

Notes To Proxy Form (1) A unitholder of CMT (“Unitholder”) entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint one or two proxies to attend and vote in his stead. (2) Where a Unitholder appoints more than one proxy, the appointments shall be invalid unless he specifies the proportion of his holding (expressed as a percentage of the whole) to be represented by each proxy. (3) A proxy need not be a Unitholder. (4) A Unitholder should insert the total number of Units held. If the Unitholder has Units entered against his name in the Depository Register maintained by The Central Depository (Pte) Limited (“CDP”), he should insert that number of Units. If the Unitholder has Units registered in his name in the Register of Unitholders of CMT, he should insert that number of Units. If the Unitholder has Units entered against his name in the said Depository Register and registered in his name in the Register of Unitholders, he should insert the aggregate number of Units. If no number is inserted, this form of proxy will be deemed to relate to all the Units held by the Unitholder. (5) The instrument appointing a proxy or proxies must be deposited at the CMT Manager’s registered office at 39 Robinson Road #18-01 Robinson Point, Singapore 068911, not less than 48 hours before the time set for the Extraordinary General Meeting. (6) The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its common seal or under the hand of its attorney or a duly authorised officer. (7) Where an instrument appointing a proxy is signed on behalf of the appointor by an attorney, the power of attorney or a duly certified copy thereof must (failing previous registration with the CMT Manager) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid. (8) The CMT Manager shall be entitled to reject a Proxy Form which is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified on the Proxy Form. In addition, in the case of Units entered in the Depository Register, the CMT Manager may reject a Proxy Form if the Unitholder, being the appointor, is not shown to have Units entered against his name in the Depository Register as at 48 hours before the time appointed for holding the Extraordinary General Meeting, as certified by CDP to the CMT Manager. (9) All Unitholders will be bound by the outcome of the Extraordinary General Meeting regardless of whether they have attended or voted at the Extraordinary General Meeting. (10) At any meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by the Chairman or by five or more Unitholders present in person or by proxy, or holding or representing one-tenth in value of the Units represented at the meeting. Unless a poll is so demanded, a declaration by the Chairman that such a resolution has been carried or carried unanimously or by a particular majority or lost shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. (11) On a show of hands, every Unitholder who (being an individual) is present in person or by proxy or (being a corporation) is present by one of its officers as its proxy shall have one vote. On a poll, every Unitholder who is present in person or by proxy shall have one vote for every Unit of which he is the Unitholder. A person entitled to more than one vote need not use all his votes or cast them the same way.

182 -

CAPITAMALL TRUST IMPORTANT (Constituted in the Republic of Singapore

------1. For investors who have used their CPF monies to buy pursuant to a trust deed dated 29 October 2001 (as amended)) units in CapitaMall Trust, this Circular is forwarded to them at the request of their CPF approved nominees PROXY FORM and is sent FOR THEIR INFORMATION ONLY. 2. This Proxy Form is not valid for use by CPF investors and shall be ineffective for all intents and purposes if EXTRAORDINARY GENERAL MEETING used or purported to be used by them.

I/We (Name) of (Address) being a unitholder/unitholders of CapitaMall Trust (“CMT”), hereby appoint:

Proportion of Unitholdings NRIC/Passport Name Address Number No. of Units %

and/or (delete as appropriate)

Proportion of Unitholdings NRIC/Passport Name Address Number No. of Units %

or, both of whom failing, the Chairman of the Extraordinary General Meeting as my/our proxy/proxies to attend and to vote for me/us on my/our behalf and if necessary, to demand a poll, at the Extraordinary General Meeting of CMT to be held at 1.00 p.m. on 13 July 2006 at 168 Robinson Road, Capital Tower Level 9, STI Auditorium, Singapore 068912 and any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against the resolution to be proposed at the Extraordinary General Meeting as indicated hereunder. If no specific direction as to voting is given, the proxy/proxies will vote or abstain from voting at his/their discretion, as he/they will on any other matter arising at the Extraordinary General Meeting.

To be used on a show To be used in the event of hands of a poll For* Against* No. of No. of Votes Votes No. Resolutions For** Against** 1. To approve the Acquisition (Extraordinary Resolution) 2. To approve the issue of New Units so as to raise gross proceeds of up to an aggregate of S$420.0 million (Extraordinary Resolution) 3. To approve the Placement of New Units to the CapitaLand Group (Ordinary Resolution) 4 To approve the placement of New Units to the Directors (Ordinary Resolution) 5. To approve the CMT Manager Fees Supplement (Extraordinary Resolution)

* If you wish to exercise all your votes “For” or “Against”, please tick (͌ ) within the box provided. ** If you wish to exercise all your votes “For” or “Against”, please tick (͌ ) within the box provided. Alternatively, Please indicate the number of votes as appropriate.

Dated this day of 2006

Total number of Units held

Signature(s) of Unitholder(s)/Common Seal ✂ ------1st fold here

------2nd fold here

Affix Postage Stamp

The Company Secretary CapitaMall Trust Management Limited (as manager of CapitaMall Trust) 39 Robinson Road #18-01 Robinson Point Singapore 068911

------3rd fold here CMT_Gatefold_low 25/6/06 05:21 Page 2

BENEFITS TO UNITHOLDERS

RAFFLES CITY Constituted in the Republic of Singapore pursuant to a trust deed dated 29 October 2001 (as amended)

RAFFLES CITY RAFFLES CITY HOTELS & SHOPPING CENTRE TOWER CONVENTION CENTRE Circular dated 26 June 2006 (Raffles City)