Valuation Certificates Three Properties and One Site Singapore and China

CIRCULAR DATED 9 JULY 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

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

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

ASCOTT RESIDENCE TRUST (a unit trust constituted on 19 January 2006 under the laws of the Republic of Singapore)

MANAGED BY

ASCOTT RESIDENCE TRUST MANAGEMENT LIMITED

CIRCULAR TO UNITHOLDERS IN RELATION TO:

THE DIVESTMENT OF AN INTEREST IN A SERVICED RESIDENCE PROPERTY IN SINGAPORE AND THE ACQUISITION OF INTERESTS IN SERVICED RESIDENCE PROPERTIES IN SINGAPORE AND THE PEOPLE’S REPUBLIC OF CHINA

IMPORTANT DATES AND TIMES Last date and time for lodgement of Proxy Forms : 25 July 2012 at 9.30 a.m.

Date and time of Extraordinary General Meeting : 27 July 2012 at 9.30 a.m.

Place of Extraordinary General Meeting : STI Auditorium 168 Robinson Road Level 9 Capital Tower Singapore 068912 TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS ...... 2

MARKET AND INDUSTRY INFORMATION ...... 3

CERTAIN DEFINED TERMS AND CONVENTIONS ...... 3

GLOSSARY ...... 4

CORPORATE INFORMATION ...... 10

SUMMARY ...... 12

LETTER TO UNITHOLDERS

1. OVERVIEW OF THE TRANSACTIONS ...... 17

2. SUMMARY OF APPROVAL SOUGHT ...... 20

3. THE TRANSACTIONS ...... 21

4. PRO FORMA FINANCIAL EFFECTS OF THE TRANSACTIONS ...... 39

5. INTERESTS OF DIRECTORS AND SUBSTANTIAL UNITHOLDERS ...... 42

6. RECOMMENDATIONS ...... 43

7. EXTRAORDINARY GENERAL MEETING ...... 43

8. PROHIBITION ON VOTING ...... 43

9. ACTION TO BE TAKEN BY UNITHOLDERS ...... 43

10. DIRECTORS’ RESPONSIBILITY STATEMENTS ...... 44

11. CONSENTS ...... 44

12. DOCUMENTS AVAILABLE FOR INSPECTION ...... 44

13. UNITHOLDERS’ HELPLINE ...... 44

APPENDIX A – INDEPENDENT FINANCIAL ADVISER’S LETTER ...... A-1

APPENDIX B – SUMMARY VALUATION CERTIFICATES OF THE SOMERSET GRAND CAIRNHILL PROPERTY AND THE TARGET PROPERTIES ...... B-1

NOTICE OF EXTRAORDINARY GENERAL MEETING ...... C-1

PROXY FORM

1 FORWARD-LOOKING STATEMENTS

Certain statements in this Circular constitute “forward-looking statements”. All statements other than statements of historical facts included in this Circular, including those regarding Ascott REIT’s ﬁ nancial position and results, business strategies, plans and objectives of management for future operations are forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Ascott REIT’s actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These forward-looking statements are based on numerous assumptions regarding Ascott REIT’s present and future business strategies and the environment in which Ascott REIT will operate in the future.

Forward-looking statements involve inherent risks and uncertainties. The forward-looking statements included in this Circular reﬂ ect the Manager’s current views with respect to future events and are not a guarantee of the future performance of Ascott REIT. A number of important factors could cause actual results or outcomes to differ materially from those expressed in any forward-looking statement. These factors include, but are not limited to, the following:

 general global, regional and local political, industry, social and economic conditions;

 the general economic condition of, and changes in, the economy and ﬁ nancial markets globally;

 regulatory developments and changes in the industry in which Ascott REIT operates;

 changes in Ascott REIT’s need for capital and ability to raise ﬁ nancing to fund the Target Acquisitions (including without limitation the issuance of the perpetual securities);

 general circumstances, including those beyond the control of the developer, which may affect or otherwise hinder the ability of the developer to deliver a completed building;

 property valuations may be subject to ﬂ uctuations and prevailing market conditions;

 whether Ascott REIT can successfully execute its business strategies and carry out its growth plans;

 competition in the real estate industry (including serviced apartments) in Asia and elsewhere;

 Ascott REIT’s ability to anticipate and respond to trends concerning serviced residences or rental housing properties;

 changes in government regulations, including tax laws, licensing, foreign exchange rates and capital controls;

 war or acts of international or domestic terrorism;

 occurrences of catastrophic events, natural disasters and acts of God that affect Ascott REIT’s properties;

 changes in Ascott REIT’s senior management team or loss of key employees;

 changes in interest rates or inﬂ ation rates;

 changes in the value of certain currencies that are used in Ascott REIT’s business, including the Singapore dollar, the Hong Kong dollar and the Renminbi;

 other factors beyond Ascott REIT’s control; and

 any other matters not yet known to Ascott REIT.

2 These forward-looking statements speak only as of the date of this Circular. Although the Manager believes that the expectations reﬂ ected in the forward-looking statements are reasonable, the Manager cannot guarantee future results, levels of activity, performance or achievements. The Manager does not intend to update any of the forward-looking statements after the date of this Circular to conform those statements to actual results, subject to compliance with all applicable laws including the Securities and Futures Act (Cap. 289) and/or the rules of the SGX-ST.

MARKET AND INDUSTRY INFORMATION This Circular includes market and industry data and forecasts that have been obtained from internal surveys, reports and studies, where appropriate, as well as market research, publicly available information and industry publications. Industry publications, surveys and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of such included information. While the Manager has taken reasonable steps to ensure that the information is extracted accurately and in its proper context, the Manager has not independently veriﬁ ed any of the data from third party sources or ascertained the underlying economic assumptions relied upon therein.

CERTAIN DEFINED TERMS AND CONVENTIONS Ascott REIT publishes its ﬁ nancial statements in Singapore dollar. In this Circular, references to “$”, “Singapore dollar” or “Singapore cent” are to the lawful currency of the Republic of Singapore, references to “Renminbi” or “RMB” are to the lawful currency of the People’s Republic of China and references to “Hong Kong dollar” or “HKD” are to the lawful currency of the Hong Kong Special Administrative Region. All references to dates and times are to Singapore dates and times.

References to the acquisition of the Target Properties by Ascott REIT in this Circular shall, where the context so requires, include the acquisition of shares in Hong Kong Yong Zheng from the Ascott Guangzhou Vendors.

Capitalised terms used in this Circular shall have the meanings set out in the Glossary on pages 4 to 9 of this Circular.

References to “ownership” include instances where the property is held pursuant to a long-term lease. The New Cairnhill SR Target Property, the Ascott Rafﬂ es Place Target Property and the Ascott Guangzhou Target Property are properties which are held under a leasehold estate. References to “an interest” in a Target Property shall include the leasehold interest in the Target Property.

Save as otherwise provided for in this Circular, references to property values refer to the average of the two appraised values based on the appraisals of the Independent Valuers.

Any discrepancies in the tables included herein between the listed amounts and totals thereof are due to rounding. Where applicable, ﬁ gures and percentages are rounded off to one decimal place.

This Circular contains conversions of Singapore dollar amounts into Renminbi or the Hong Kong dollar solely for the convenience of the reader. Unless otherwise indicated, Singapore dollar amounts in this Circular have been translated into Renminbi and the Hong Kong dollar, based on the exchange rates of RMB1.00 = $ 0.1989 and HKD1.00 = $ 0.16148 respectively. However, these translations should not be construed as representations that Singapore dollar amounts have been, would have been or could be converted into Renminbi or the Hong Kong dollar or that Renminbi or the Hong Kong dollar amounts have been, would have been or could be converted into Singapore dollar at those rates or any other rate, at any particular rate or at all.

3 GLOSSARY

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

2011 Audited Consolidated : The audited consolidated ﬁ nancial statements of Ascott REIT for Financial Statements the ﬁ nancial year ended 31 December 2011

1Q 2012 : The ﬁ nancial quarter ended 31 March 2012

3Q 2012 : The ﬁ nancial quarter ending 30 September 2012

3Q 2017 : The ﬁ nancial quarter ending 30 September 2017

Aggregate Leverage : The ratio of the value of borrowings and deferred payments (if any) to the value of the Deposited Property

Apartment Unit : An available apartment unit for lease or licence, as the case may be, in the Existing Portfolio or the Target Properties

APMS : Ascott Property Management (Shanghai) Co., Ltd., a wholly- owned subsidiary of TAL

Ascott Group : TAL and its subsidiaries

Ascott Guangzhou Target : The acquisition by Ascott REIT of the Ascott Guangzhou Target Acquisition Property through the acquisition of a 100.0% interest in Hong Kong Yong Zheng (which owns through its wholly-owned subsidiary, Guangzhou Hai Yi, a 100.0% interest in the Ascott Guangzhou Target Property)

Ascott Guangzhou Target : Ascott Guangzhou, a serviced residence located at No 73 Tianhe Property Dong Road, Tianhe District, Guangzhou 510630, China

Ascott Guangzhou Vendors : TAHL and TEIL

Ascott Raffl es Place Target : The acquisition by Ascott REIT of a 100.0% effective interest in Acquisition the Ascott Raffl es Place Target Property and the entry into the Ascott Raffl es Place Target Property Master Lease

Ascott Rafﬂ es Place Target : Ascott Rafﬂ es Place, a serviced residence with a hotel licence, Property located at 2 Finlayson Green, Singapore 049247

Ascott Rafﬂ es Place Target : The master lease agreement to be entered into between ASRP Property Master Lease and the Trustee in relation to the Ascott Rafﬂ es Place Target Property

Ascott REIT : Ascott Residence Trust, a unit trust constituted on 19 January 2006 under the laws of the Republic of Singapore

ASRP : Ascott Singapore Rafﬂ es Place Pte. Ltd., a wholly-owned indirect subsidiary of TA L

Cairnhill Development : A new integrated development comprising 40.0% hotel use and 60.0% residential use to be constructed at lot number 918K of Town Subdivision 27

4 CapitaLand : CapitaLand Limited

CDP : The Central Depository (Pte) Limited

Code : The Code on Collective Investment Schemes issued by MAS, as the same may be modiﬁ ed, amended, supplemented, revised or replaced from time to time

Colliers : Colliers International Consultancy & Valuation (Singapore) Pte Ltd or Colliers International (Hong Kong) Ltd as applicable

Controlling Unitholder : A person who:

(a) holds directly or indirectly, 15.0% or more of the nominal amount of Units; or

(b) in fact exercises control over Ascott REIT, as deﬁ ned in the Listing Manual

Deposited Property : All the assets of Ascott REIT for the time being held or deemed to be held upon the trusts of the Trust Deed

Directors : The directors of the Manager

Distributable Income : Comprises Ascott REIT’s Taxable Income and Net Overseas Income

Divestment : The divestment of the Somerset Grand Cairnhill Property by Ascott REIT

DPU : Distribution per Unit

EBITDA : Earnings before net interest expenses, tax, depreciation and amortisation

EBITDA Yield : EBITDA before deduction of the Manager’s management fees divided by property value

EGM : The extraordinary general meeting of Unitholders to be held on 27 July 2012 at 9.30 a.m. to approve the matters set out in the Notice of EGM on pages C-1 and C-2 of this Circular

Enlarged Portfolio : The Existing Portfolio (excluding the Somerset Grand Cairnhill Property) and the Target Properties

Existing Portfolio : The existing portfolio of Ascott REIT as disclosed in the annual report of Ascott REIT for FY2011 (including the Somerset Grand Cairnhill Property)

Fixed Lease Rental : Means the ﬁ xed lease rental amount as set out in the relevant Master Lease

FY2011 : The ﬁ nancial year ended 31 December 2011

GFA : Gross ﬂ oor area

5 Gross Operating Profi t : Means the gross operating profi t in relation to the property and in relation to any fi scal year or any part thereof and shall be calculated in accordance with the Financial Reporting Standards in Singapore and Income After Undistributed Operating Expenses as defi ned in the Uniform System of Accounts for the Lodging Industry, 10th Revised Edition or any subsequent revisions thereto

Group : Ascott REIT and its subsidiaries

GST : Goods and services tax

Guangzhou Hai Yi : Guangzhou Hai Yi Property Development Company

Hong Kong Yong Zheng : Hong Kong Yong Zheng Group Company Limited

HVS : HVS Singapore (SG & R Singapore Pte Ltd )

IFA : The independent ﬁ nancial adviser, namely Deloitte & Touche Corporate Finance Pte Ltd

IFA Letter : Letter from the IFA dated 9 July 2012

Income Tax Act : Income Tax Act, Chapter 134 of Singapore

Independent Directors : Messrs Lim Jit Poh, Ku Moon Lun, S. Chandra Das and Giam Chin Toon @ Jeremy Giam

Independent Valuers : HVS and Colliers

Interested Party : Has the meaning ascribed to it in the Property Funds Appendix

Interested Party Transaction : Has the meaning ascribed to it in the Property Funds Appendix

Interested Person : Has the meaning ascribed to it in the Listing Manual

Interested Person Transaction : Has the meaning ascribed to it in the Listing Manual

Latest Practicable Date : 3 July 2012, being the latest practicable date prior to the printing of this Circular

Listing Manual : The listing manual of the SGX-ST

Manager : Ascott Residence Trust Management Limited, as manager of Ascott REIT

MAS : Monetary Authority of Singapore

Master Leases : The Ascott Rafﬂ es Place Target Property Master Lease and the New Cairnhill SR Target Property Master Lease, each a “Master Lease”

Master Lessee : ASRP and TAL and/or its subsidiary as the master lessee under the Ascott Rafﬂ es Place Target Property Master Lease and the New Cairnhill SR Target Property Master Lease respectively n.a. : Not applicable

NAV or Net Asset Value : Net asset value

6 Net Overseas Income : The consolidated net proﬁ ts (excluding any gains from the sale of property or shares, as the case may be) after applicable taxes and adjustment for non-cash items, for example depreciation, derived by Ascott REIT from its properties located outside Singapore

New Cairnhill SR Target : The acquisition by Ascott REIT of a 100.0% effective interest in Acquisition the New Cairnhill SR Target Property by Ascott REIT and the entry into the New Cairnhill SR Target Property Master Lease

New Cairnhill SR Target Property : A serviced residence with a hotel licence located within the Cairnhill Development

New Cairnhill SR Target : The master lease agreement to be entered into between Ascott Property Master Lease REIT and TAL and/or its subsidiary in relation to the New Cairnhill SR Target Property

New Cairnhill SR Target Property : A conditional put & call option agreement to be entered into (and, Put & Call Option Agreement where applicable, a conditional sale and purchase agreement to be entered into) between the Trustee, CH Commercial Pte. Ltd. and CH Residential Pte. Ltd. in relation to the New Cairnhill SR Target Acquisition

NOI or Net Operating Income : Means Gross Operating Proﬁ t less the Fixed Lease Rental

Non-Independent Non-Executive : Messrs Liew Mun Leong, Chong Kee Hiong, Lim Ming Yan, Jennie Directors Chua and Wen Khai Meng

NTA : Net tangible assets

OPP : Outline planning permission granted by the Urban Redevelopment Authority for the redevelopment of the Somerset Grand Cairnhill Property into an integrated development comprising 40.0% hotel use (GFA: 17,332.93 sq m) and 60.0% residential use (GFA: 25,999.39 sq m) and shall include any planning permission, amendments, modiﬁ cations and/or updates thereto

Ordinary Resolution : A resolution proposed and passed as such by a majority consisting of more than 50.0% 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 per cent or % : Per centum or percentage

PRC or China : The People’s Republic of China, excluding the Hong Kong Special Administrative Region and the Macau Special Administrative Region for the purposes of this Circular

Pre-Existing SR Management : The serviced residence management agreement dated 20 Agreement January 2010 entered into between APMS and Guangzhou Hai Yi prior to the Ascott Guangzhou Target Acquisition

Property Funds Appendix : The guidelines for real estate investment trusts issued by the MAS as Appendix 6 of the Code

7 Real Estate : Any land, and any interest, option or other right in or over any land. For the purpose of this deﬁ nition, “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, and “Real Estate” includes shares and stocks in an unlisted company which is constituted to hold/own such real estate, such as a special purpose vehicle

Real Estate Related Assets : Listed or unlisted debt securities and listed shares of or issued by property companies or corporations or Special Purpose Vehicles, mortgage-backed and other securities, listed or unlisted units in unit trusts or other interests in other property funds and assets incidental to the ownership of Real Estate, including, without limitation, furniture, carpets, furnishings, machinery and plant and equipment installed or used or to be installed or used in or in association with any Real Estate or building thereon

Sale and Purchase : The conditional sale and purchase agreements: (a) entered into Agreements between the Trustee and ASRP in relation to the Ascott Rafﬂ es Place Target Acquisition; and (b) entered into between the Trustee and the Ascott Guangzhou Vendors in relation to the Ascott Guangzhou Target Acquisition

SGX-ST : Singapore Exchange Securities Trading Limited

Somerset Grand Cairnhill : The mixed development property (which includes the serviced Property residence units) at lot number 918K of Town Subdivision 27, at the address of 15 Cairnhill Road, Singapore 229650

Somerset Grand Cairnhill : A conditional put & call option agreement entered into (and, Property Put & Call Option where applicable, a conditional sale and purchase agreement to Agreement be entered into) between the Trustee, CH Commercial Pte. Ltd. and CH Residential Pte. Ltd. in relation to the Divestment

Special Purpose Vehicle : Any entity whose primary purpose is to hold or own Real Estate and/or Real Estate Related Assets or to function as a treasury company which the Trustee beneﬁ cially owns on behalf of Ascott REIT, either directly or indirectly.

sq m : Square metres

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

TAHL : The Ascott Holdings Limited, a wholly-owned subsidiary of TAL

TAL : The Ascott Limited

TAL Undertaking and Guarantee : The deed of undertaking and guarantee to be entered into between TAL and the Trustee in relation to the Master Leases

Target Acquisitions : The Ascott Raffles Place Target Acquisition, the Ascott Guangzhou Target Acquisition and the New Cairnhill SR Target Acquisition

Target Properties : The Ascott Rafﬂ es Place Target Property, the Ascott Guangzhou Target Property and the New Cairnhill SR Target Property

8 Taxable Income : The consolidated net proﬁ t (excluding any gains from the sale of property or shares, as the case may be) after applicable taxes and adjustment for non-cash items, for example, depreciation, derived by Ascott REIT from its properties located in Singapore

Tax Indemnity : The deed of indemnity to be entered into between the Ascott Guangzhou Vendors and the Trustee (on behalf of the Ascott REIT) and Hong Kong Yong Zheng to, inter alia, indemnify the Trustee (on behalf of the Ascott REIT) and Hong Kong Yong Zheng against any claim for taxation in respect of or arising from: (a) any transaction effected or deemed to have been effected on or before the completion date; or (b) by reference to any income, proﬁ ts or gains earned, accrued or received on or before the completion date under the Sale and Purchase Agreement entered into by the Ascott Guangzhou Vendors and the Trustee in relation to the Ascott Guangzhou Target Acquisition

TEIL : Tianhe East Investments (BVI) Limited, a wholly-owned subsidiary of TAHL

Transactions : The Divestment and the Target Acquisitions

Trust Deed : The trust deed dated 19 January 2006 entered into between the Trustee and the Manager constituting Ascott REIT, as amended, revised and supplemented from time to time

Trustee : DBS Trustee Limited, in its capacity as trustee of Ascott REIT

Unit : A unit representing an undivided interest in Ascott REIT

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

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.

The exchange rates used in this Circular are for reference only. No representation is made that any amounts could have been or could be converted into or from Singapore dollar amounts at any of the exchange rates used in this Circular, at any other rate or at all.

Any discrepancies in the tables, graphs and charts between the listed amounts and totals thereof are due to rounding. Where applicable, ﬁ gures and percentages are rounded to one decimal place.

9 CORPORATE INFORMATION

Directors of Ascott Residence Trust Mr Lim Jit Poh (Chairman and Independent Non- Management Limited, the manager of Executive Director) Ascott REIT (the “Manager”) Mr Liew Mun Leong (Deputy Chairman and Non- Independent Non-Executive Director) Mr Ku Moon Lun (Independent Non-Executive Director) Mr S. Chandra Das (Independent Non-Executive Director) Mr Giam Chin Toon @ Jeremy Giam (Independent Non-Executive Director) Mr Chong Kee Hiong (Non-Independent Non- Executive Director) Mr Lim Ming Yan (Non-Independent Non-Executive Director) Ms Jennie Chua (Non-Independent Non-Executive Director) Mr Wen Khai Meng (Non-Independent Non-Executive Director)

Registered Ofﬁ ce of Ascott Residence 8 Shenton Way Trust Management Limited #13-01, AXA Tower Singapore 068811

Trustee of Ascott REIT (the “Trustee”) DBS Trustee Limited (in its capacity as trustee of Ascott REIT) 12 Marina Boulevard, #44-01/04, DBS Asia Central @ Marina Bay Financial Centre Tower 3, Singapore 018982

Legal Adviser to the Manager Lee & Lee 50 Rafﬂ es Place #06-00 Singapore Land Tower Singapore 048623

Legal Adviser to the Trustee Rodyk & Davidson LLP 80 Rafﬂ es Place #33-00 UOB Plaza 1 Singapore 048624

Unit Registrar and Unit Transfer Ofﬁ ce Boardroom Corporate & Advisory Services Pte. Ltd. 50 Rafﬂ es Place, #32-01 Singapore Land Tower Singapore 048623

Independent Financial Adviser Deloitte & Touche Corporate Finance Pte Ltd 6 Shenton Way, #32-00 DBS Building Tower Two Singapore 068809

10 Independent Valuers HVS Singapore (SG & R Singapore Pte Ltd ) (appointed by the Trustee) 6 Temasek Boulevard #23-01A Suntec Tower Four Singapore 038986

Colliers International Consultancy & Valuation (Singapore) Pte Ltd (appointed by TAL) 1 Rafﬂ es Place #45-00 One Rafﬂ es Place Singapore 048616

Colliers International (Hong Kong) Ltd (appointed by TAL) Suite 5701 Central Plaza 18 Harbour Road Wanchai Hong Kong

11 SUMMARY

The following summary is qualiﬁ ed in its entirety by, and should be read in conjunction with, the full text of this Circular. Meanings of deﬁ ned terms may also be found in the Glossary on pages 4 to 9 of this Circular.

Any discrepancies in the tables included herein between the listed amounts and totals thereof are due to rounding.

ABOUT ASCOTT REIT, THE DIVESTMENT AND THE TARGET ACQUISITIONS Comprising an initial asset portfolio of 12 strategically located properties with 2,068 apartment units (the “Apartment Units”) in ﬁ ve countries in the Pan-Asian Region, Ascott REIT was listed on the SGX-ST in March 2006 with an asset size of about $856.0 million. As at 31 March 2012, Ascott REIT’s portfolio has increased to approximately $2.8 billion, comprising 66 properties with approximately 6,724 Apartment Units in 24 cities across 12 countries in Asia and Europe. In accordance with the terms of the Trust Deed and the announcement to the SGX-ST dated 9 July 2012, Ascott REIT’s investment mandate will be expanded to encompass real estate and real estate-related assets which are income-producing and which are used or predominantly used as serviced residences, rental housing properties and other hospitality assets with effect from 8 August 2012.

The Manager actively manages Ascott REIT’s properties with a view to maximising long-term returns from its property portfolio. The Manager generally holds the properties within Ascott REIT’s portfolio on a long-term basis but in consideration of the possibility that a property in Ascott REIT’s portfolio has reached the optimal stage in its life cycle, the Manager may divest the property and use the proceeds for re-investment in other properties that meet Ascott REIT’s acquisition criteria. The Manager has identiﬁ ed the Somerset Grand Cairnhill Property as being suitable for divestment.

The OPP was granted from the Urban Redevelopment Authority (“URA”) for the redevelopment of the Somerset Grand Cairnhill Property into an integrated development comprising 40.0% hotel use (GFA: 17,332.93 sq m) and 60.0% residential use (GFA: 25,999.39 sq m). As Ascott REIT is not permitted under the Property Funds Appendix to undertake the development on its own in accordance with the terms of the OPP and the property has reached its optimal stage in its life cycle, the Manager is of the view that the property is suitable for divestment in order to unlock the enhanced value of the property at a sale consideration which is 32.0% above the last valuation of the Somerset Grand Cairnhill Property as at 31 December 2011 and at an implied exit EBITDA yield of 3.8 % (based on the agreed sale consideration of $359.0 million). Following the Divestment, it is expected that the site on which Somerset Grand Cairnhill Property is located will be redeveloped into an integrated development which will include, among other components, the New Cairnhill SR Target Property and residential units for sale (the “Cairnhill Development”).

The Manager also continuously identiﬁ es suitable properties for acquisition by Ascott REIT, to provide stable and growing distributions to Unitholders. In executing its acquisition strategy, the Manager seeks to secure yield accretive acquisitions that meet its investment criteria and leverage on the increasing popularity of serviced residences, especially in markets with scope for income or capital value growth.

OVERVIEW OF THE TRANSACTIONS The Transactions comprise:- A) The Divestment The divestment by Ascott REIT of the Somerset Grand Cairnhill Property to The Ascott Limited (“TAL”) and/or its afﬁ liates for a sale consideration of $359.0 million. Following the Divestment, it is expected that the site on which the Somerset Grand Cairnhill Property is located will be redeveloped into the Cairnhill Development.

12 B) The Target Acquisitions The acquisition by Ascott REIT from TAL and/or its afﬁ liates of:

(i) the Ascott Rafﬂ es Place Target Property for a purchase consideration of $220.0 million;

(ii) the Ascott Guangzhou Target Property through the acquisition of a 100.0% interest in Hong Kong Yong Zheng (which owns through its wholly-owned subsidiary, Guangzhou Hai Yi, a 100.0% interest in the Ascott Guangzhou Target Property) for a purchase consideration, which is subject to adjustments as at completion, of HKD 392.0 million (equivalent to approximately $ 63.3 million), based on the agreed value of the Ascott Guangzhou Target Property of RMB431.0 million; and

(iii) the New Cairnhill SR Target Property, which is a component of the Cairnhill Development to be constructed at the site on which the Somerset Grand Cairnhill Property is located, for a purchase consideration of $405.0 million based on a fresh 99-year lease(1), expected to be delivered in 3Q 2017.

C) The Master Leases The entry by Ascott REIT into:

(i) the Master Lease for the Ascott Rafﬂ es Place Target Property upon the completion of the Ascott Rafﬂ es Place Target Acquisition; and

(ii) the Master Lease for the New Cairnhill SR Target Property upon the delivery of the New Cairnhill SR Target Property.

In connection with the Master Leases, TAL will:

(i) undertake to the Trustee to procure the due and punctual performance and observance by the Master Lessees of their respective undertakings, covenants, agreements and obligations contained in the respective Master Leases; and

(ii) guarantee the due payment to the Trustee of payment of rent and other charges, fees, amounts as set forth in the Master Leases.

Rationale for and Beneﬁ ts of the Transactions The Manager believes that the Divestment and the Target Acquisitions will bring the following beneﬁ ts to the Unitholders:

(a) the Transactions represent an attractive, yield accretive opportunity for Ascott REIT. The Transactions are expected, on a pro forma basis, to contribute an additional annual EBITDA of $17.7 million and increase the distributable income by $4.6 million for FY2011, representing an increase in pro forma DPU by 0.35 cents or 4.1 %. The Transactions (excluding the New Cairnhill SR Target Property which is expected to be delivered in 3Q 2017) are also yield accretive;

(b) the Transactions are expected to increase the pro forma NAV per Unit of the Enlarged Portfolio to $1.42 per Unit, representing an increase of 4.4% against the NAV per Unit of the Existing Portfolio as at 31 December 2011;

( c) notwithstanding the Divestment, Ascott REIT’s portfolio will increase by 208 Apartment Units through the Ascott Rafﬂ es Place Target Acquisition and Ascott Guangzhou Target Acquisition, both completing in 2012, and by a further 371(2) Apartments Units upon the expected delivery of the New Cairnhill SR Target Property in 3Q 2017;

1 Commencing from the effective date of the lease extension. 2 Expected number of units based on the current development plan and subject to such adjustments as may be agreed between the parties.

13 ( d) the Divestment at a sale consideration which is 32.0% above the last valuation of the Somerset Grand Cairnhill Property as at 31 December 2011 and at an implied exit EBITDA yield of 3.8 % (based on the sale consideration of $359.0 million), will allow Ascott REIT to unlock value in the Somerset Grand Cairnhill Property and immediately re-invest the net proceeds of $350.8 million to acquire the Ascott Rafﬂ es Place Target Property and the Ascott Guangzhou Target Property, of aggregate amount of $283.3 million, at an expected EBITDA yield of 4.1 % and 5.0 % respectively. The gross gain from the Divestment is $87.1 million. The Ascott Rafﬂ es Place Target Acquisition and the Ascott Guangzhou Target Acquisition will enable Ascott REIT to immediately replace the loss of EBITDA contribution from the Divestment;

( e) no equity needs to be raised for the Ascott Rafﬂ es Place Target Acquisition and the Ascott Guangzhou Target Acquisition. The New Cairnhill SR Target Acquisition is expected to be funded from the proceeds of the Divestment, debt ﬁ nancing and/or the issuance of perpetual securities;

( f) immediately upon completion of the Divestment, the Ascott Rafﬂ es Place Target Acquisition and the Ascott Guangzhou Target Acquisition, Ascott REIT’s gearing, on a pro forma basis, would be reduced to 39.2% from 40.8% as at 31 December 2011. Following the expected delivery of the New Cairnhill SR Target Property in 3Q 2017, Ascott REIT’s gearing, on a pro forma basis, would be increased to 43.2% ;

( g) the Target Acquisitions provide Ascott REIT with a good opportunity to acquire strategically located quality assets and will strengthen Ascott REIT’s presence in the growing markets of China and Singapore. The Ascott Guangzhou Target Acquisition in particular would enable Ascott REIT to expand its foot print into another ﬁ rst-tier city in China. Ascott REIT’s proportion of assets in China and Singapore will increase from 6.7 % to 9.1 % and 22.2 % to 29.8 % respectively;

(h) the expected EBITDA yield for the New Cairnhill SR Target Property is 4.5%. The New Cairnhill SR Target Acquisition will allow Ascott REIT to retain a strategic presence in the heart of Orchard Road without undertaking any development risk at an agreed price ﬁ xed upfront;

(i) the Master Leases for the Ascott Rafﬂ es Place Target Property and the New Cairnhill SR Target Property provide certainty to Ascott REIT’s income. The ﬁ xed rent component will limit the downside risks arising from unexpected downturn in business climate, while the variable rent component allows Ascott REIT to enjoy any upside from a rising market; and

(j) the Target Acquisitions will broaden Ascott REIT’s earning base and improve the stability of Ascott REIT’s overall portfolio. The absolute size of Ascott REIT’s asset base will be increased by 17.9 % from $ 2.8 billion to $ 3.3 billion, thereby, raising the proﬁ le of Ascott REIT among global investors.

Summary of the Transactions The Transactions are inter-conditional. All the Target Acquisitions (excluding the New Cairnhill SR Target Property which is anticipated to be delivered only in 3Q 2017 after the Somerset Grand Cairnhill Property is redeveloped) and the Divestment will be completed simultaneously. Each of (a) the completion of the Divestment, (b) the completion of the Ascott Rafﬂ es Place Target Acquisition, (c) the completion of the Ascott Guangzhou Target Acquisition and (d) the execution of the New Cairnhill SR Target Property Put & Call Option Agreement are inter-conditional and shall take place concurrently.

Upon completion of the Ascott Rafﬂ es Place Target Acquisition and the delivery of the New Cairnhill SR Target Property, Ascott REIT will enter into separate Master Leases for the management of each of the properties by ASRP and TAL and/or its subsidiary respectively. The Ascott Guangzhou Target Property will continue to be managed by APMS under the Pre-Existing SR Management Agreement.

Costs of the Divestment The estimated total costs of the Divestment is approximately $10.0 million as follows:

(a) a divestment fee of approximately $ 1.8 million (being 0.5% of the Enterprise Value (as deﬁ ned in the Trust Deed) of $359.0 million) payable to the Manager pursuant to the Trust Deed;

14 (b) estimated professional and other fees and expenses which amount to approximately $ 1.4 million; and

(c) fee of approximately $6.8 million for the pre-termination of the existing management agreement for the Somerset Grand Cairnhill Property in accordance with the provisions of the existing management agreement.

Costs of the Target Acquisitions The estimated total costs of the Target Acquisitions is approximately $4.0 million, comprising:

(a) total acquisition fees of approximately $3.1 million (being 1.0% of the Enterprise Value (as deﬁ ned in the Trust Deed) of $311.1 million) payable to the Manager pursuant to the Trust Deed (excluding the acquisition fees of approximately $4.1 million in relation to the New Cairnhill SR Target Acquisition which have been waived by the Manager); and

(b) aggregate associated costs of approximately $0.9 million incurred or to be incurred by Ascott REIT in connection with the Target Acquisitions and the debt ﬁ nancing.

As the Divestment and the Target Acquisitions will constitute an Interested Party Transaction under the Property Funds Appendix, the total acquisition fees and the divestment fee payable to the Manager will be in the form of Units, which shall not be sold within one year from the date of issuance. The Manager has agreed to waive the acquisition fee of approximately $4.1 million for the New Cairnhill SR Target Property.

Ascott REIT will be applying the net proceeds from the Divestment of approximately $ 350.8 million to partially fund the Target Acquisitions and associated costs.

A further breakdown of the sources and uses of funds is set out in the table below:

Sources of funds ($ million) Uses of funds ($ million)

Proceeds from the Divestment 350.8 Aggregate purchase consideration 688.3 (net of expenses) for the Target Acquisitions

Debt ﬁ nancing( 1) 238.4 Associated costs( 2) of the Target 0.9 Acquisitions and debt ﬁ nancing (including applicable stamp duties, legal and other professional fees and expenses)

Perpetual securities( 1) 100.0

Total 689.2 Total 689.2

Notes: ( 1) The debt ﬁ nancing and/or the issuance of the perpetual securities are expected to be carried out prior to the delivery of the New Cairnhill SR Target Property.

( 2) Excludes (a) a divestment fee of approximately $1.8 million and acquisition fees of approximately $3.1 million, both of which will be payable in Units to the Manager, and (b) the acquisition fees of approximately $4.1 million in relation to the New Cairnhill SR Target Acquisition, which have been waived by the Manager.

MAJOR TRANSACTION The Transactions (excluding the Master Leases) are a “major transaction” under Rule 1014(1) of the Listing Manual (read with Rule 1006(c)) as the aggregate value of the consideration to be given for the Transactions (excluding the Master Leases) is approximately 82. 8 % of Ascott REIT’s market capitalisation as at the Latest Practicable Date (based on the total number of issued Units in Ascott REIT). Accordingly, the Manager is seeking the approval of the Unitholders for the Divestment and the Target Acquisitions.

15 INTERESTED PERSON TRANSACTION As at the Latest Practicable Date, TAL held an aggregate direct and deemed interest in 556, 115, 024 Units, which is equivalent to approximately 49.0% of the total number of Units in issue, and is therefore regarded as a Controlling Unitholder of Ascott REIT under the Listing Manual and the Property Funds Appendix. Therefore, the Transactions will constitute Interested Person Transactions under Chapter 9 of the Listing Manual and Interested Party Transactions under paragraph 5 of the Property Funds Appendix. As the aggregate consideration for the Transactions exceeds 5.0% of the latest audited net tangible assets and net asset value of Ascott REIT, the Manager is seeking the approval of the Unitholders for the Transactions.

INDEPENDENT FINANCIAL ADVISER’S OPINION Having deliberated on relevant factors which it considers to be pertinent in its assessment of the Transactions, Deloitte & Touche Corporate Finance Pte Ltd, the independent ﬁ nancial advis er is of the opinion that the Transactions are on normal commercial terms and are not prejudicial to the interests of Ascott REIT and its minority Unitholders. Please refer to Appendix A of this Circular for the IFA letter.

INDEPENDENT DIRECTORS’ RECOMMENDATION Based on the opinion of the IFA and the rationale for and beneﬁ ts of the Transactions, the Independent Directors, having reviewed the opinion of the Audit Committee, believe that the Transactions are on normal commercial terms and are not prejudicial to the interests of Ascott REIT and its minority Unitholders. Accordingly, the Independent Directors recommend that Unitholders vote at the EGM in favour of the Resolution.

SUMMARY OF APPROVAL SOUGHT RESOLUTION : THE DIVESTMENT AND TARGET ACQUISITIONS (ORDINARY RESOLUTION)

The Manager proposes to seek the approval of Unitholders for the Transactions. The Divestment is proposed to be undertaken at the point where the asset has reached its optimal stage in its life cycle and will enable the Manager to free up capital to be used to acquire higher yielding assets. The Manager believes that the Target Acquisitions are in line with the Manager’s key objectives to deliver stable and growing distributions to Unitholders through yield accretive acquisitions and active management of assets.

16 ASCOTT RESIDENCE TRUST (a unit trust constituted on 19 January 2006 under the laws of the Republic of Singapore)

Directors Registered Ofﬁ ce Mr Lim Jit Poh (Chairman and Independent Non-Executive Director) 8 Shenton Way Mr Liew Mun Leong (Deputy Chairman and Non-Independent #13-01, AXA Tower Non-Executive Director) Singapore 068811 Mr Ku Moon Lun (Independent Non-Executive Director) Mr S. Chandra Das (Independent Non-Executive Director) Mr Giam Chin Toon @ Jeremy Giam (Independent Non-Executive Director) Mr Chong Kee Hiong (Non-Independent Non-Executive Director) Mr Lim Ming Yan (Non-Independent Non-Executive Director) Ms Jennie Chua (Non-Independent Non-Executive Director) Mr Wen Khai Meng (Non-Independent Non-Executive Director)

To: Unitholders of Ascott Residence Trust 9 July 2012

Dear Sir/Madam

1. OVERVIEW OF THE TRANSACTIONS 1.1 Summary of the Transactions The Manager proposes to seek the approval of the Unitholders in respect of the Transactions which comprise the following:

(a) the Divestment;

(b) the Ascott Rafﬂ es Place Target Acquisition;

(d) the New Cairnhill SR Target Acquisition.

1.2 The Manager believes that the Transactions will bring the following key beneﬁ ts to Ascott REIT and its Unitholders:

a. The Divestment will unlock value in an asset which has reached its optimal stage in its life cycle so that capital may be realised immediately and re-invested in the acquisition of the Ascott Rafﬂ es Place Target Property and the Ascott Guangzhou Target Property

Th e OPP(1) from the Urban Redevelopment Authority (“URA”) was granted in respect of the Somerset Grand Cairnhill Property. The OPP, which allows the site to be redeveloped into an integrated development consisting of 40.0% hotel use and 60.0% residential use, has signifi cantly increased its value due to rezoning and intensifi cation of the GFA. As Ascott REIT is not permitted under the Property Funds Appendix to undertake the development on its own in accordance with the terms of the OPP and the property has reached its optimal stage in its life cycle, the Manager is of the view that the property is suitable for divestment in order to unlock the enhanced value of the property. The Divestment is part of a bundled transaction with TAL and/or its affi liates which will allow Ascott REIT to unlock the enhanced value in the Somerset Grand Cairnhill Property and acquire two additional properties (Ascott Raffl es Place Target Property and Ascott Guangzhou Target Property) whilst retaining its presence in the heart of Orchard Road (through the acquisition of the New Cairnhill SR Target Property).

1 Outline Planning Permission was granted on 9 June 2011 and Provisional Permission was granted on 31 August 2011.

17 The divestment of the Somerset Grand Cairnhill Property is for a sale consideration which is 32.0% above the last valuation and at an implied exit EBITDA yield of 3.8% . This would allow Ascott REIT to unlock value in an asset which has reached its optimal stage in its life cycle so that capital may be realised to immediately re-invest the net proceeds of $350.8 million to acquire the Ascott Raffl es Place Target Property and the Ascott Guangzhou Target Property, of aggregate amount $ 283.3 million, at an expected EBITDA yield of 4.1% and 5.0% respectively. No equity needs to be raised for the Ascott Raffl es Place Target Acquisition and the Ascott Guangzhou Target Acquisition. The New Cairnhill SR Target Acquisition is expected to be funded from the proceeds of the Divestment, debt fi nancing and/or the issuance of perpetual securities.

The Divestment is not expected to give rise to any conﬂ ict of interest as TAL and/or its afﬁ liates are not expected to continue to operate the Somerset Grand Cairnhill Property after completion. Following the divestment, it is expected that the site on which Somerset Grand Cairnhill Property is located will be redeveloped into an integrated development which will include, among other components, the New Cairnhill SR Target Property and residential units for sale (the “Cairnhill Development”). b. Yield accretive Transactions The Manager expects that the Transactions will enhance the DPU to Unitholders. The Transactions are expected, on a pro forma basis, to contribute an additional annual EBITDA of $17.7 million and increase the distributable income by $4.6 million for FY2011, translating to an increase in pro forma DPU by 0.35 cents or 4.1 %. The Transactions (excluding the New Cairnhill SR Target Property expected to be delivered in 3Q 2017) are also yield accretive.

c. Increase in NAV per Unit The Transactions are expected to increase the pro forma NAV per Unit of the Enlarged Portfolio to $1.42 per Unit, representing an increase of 4.4% against the NAV per Unit of the Existing Portfolio as at 31 December 2011.

d. Increase in number of Apartment Units Notwithstanding the Divestment, Ascott REIT’s portfolio will increase by 208 Apartment Units through the Ascott Rafﬂ es Place Target Acquisition and Ascott Guangzhou Target Acquisition, both completing in 2012, and by a further 371(2) Apartments Units upon the expected delivery of the New Cairnhill SR Target Property in 3Q 2017.

e. Replace the loss of EBITDA contribution from the Divestment The Ascott Raffl es Place Target Acquisition and the Ascott Guangzhou Target Acquisition enable Ascott REIT to immediately replace the loss of EBITDA contribution from the Divestment. f. Lower gearing before the completion of the New Cairnhill SR Target Acquisition Immediately upon completion of the Divestment, the Ascott Raffl es Place Target Acquisition and the Ascott Guangzhou Target Acquisition, Ascott REIT’s gearing, on a pro forma basis, would be reduced to 39.2% from 40.8% as at 31 December 2011. Following the delivery of the New Cairnhill SR Target Property in 3Q 2017, Ascott REIT’s gearing, on a pro forma basis, would be increased to 43.2% . The New Cairnhill SR Target Acquisition is expected to be funded from the proceeds of the Divestment, debt fi nancing and/or the issuance of perpetual securities. Please see section 4.5 of this Circular for further information on the effect of the Transactions on capitalisation and gearing of Ascott REIT.

2 Expected number of units based on the current development plan and subject to such adjustments as may be agreed between the parties.

18 g. Retention of a quality property and a presence in a prime location which appeals to both business and leisure market segments The GFA of the New Cairnhill SR Target Property is approximately 17,333 sq m , being 40.0% of the GFA for the Cairnhill Development. The remaining 60.0% of GFA for the Cairnhill Development is expected to comprise residential units for sale. Apart from being a brand new property (the Somerset Grand Cairnhill Property was built in 1989), the New Cairnhill SR Target Property represents an increase in the number of Apartment Units (from 146 to 371(3)) and a longer lease term (from 70 years to 99 years) as compared to the Somerset Grand Cairnhill Property.

The New Cairnhill SR Target Acquisition will allow Ascott REIT to retain a presence in the heart of Orchard Road without undertaking any development risk at an agreed price ﬁ xed upfront. Orchard Road is a major tourist attraction and is a retail and entertainment hub in Singapore.

The New Cairnhill SR Target Property will operate under a hotel licence enabling it to attract both short stay leisure travellers and long stay business executives.

h. Good opportunity to acquire strategically located assets and expansion of its foot print into a new city The total asset value of the Target Acquisitions is approximately $ 0.7 billion. They present Ascott REIT with a good opportunity to acquire strategically located quality assets and will strengthen Ascott REIT’s presence in the growing markets of China and Singapore.

The Ascott Raffl es Place Target Property will be Ascott REIT’s fi rst Ascott-branded property in Singapore and it presents Ascott REIT with an opportunity to expand into an area in the vicinity of the Marina Bay Financial Centre. The Ascott Guangzhou Target Acquisition would enable Ascott REIT to expand its foot print into another fi rst-tier city in China, and further deepen its presence in this key growth market. Ascott Guangzhou is strategically located within the Tianhe District, with high-end offi ce towers, retail malls and residential apartments in close proximity.

i. The Master Leases provide Ascott REIT with long term income stream certainty The entry by Ascott REIT into the long-term Master Leases in two out of three of the Target Properties is expected to increase the income stability of Ascott REIT. The Master Leases of at least ﬁ v e years will enable Ascott REIT to enjoy long-term income stream certainty.

Under the master lease arrangements for the Ascott Raffl es Place Target Property and the New Cairnhill SR Target Property, the fi xed rent component constitutes approximately 70.0% of the total lease payment to Ascott REIT. This fi xed rent component limits the downside risks for Ascott REIT arising from any unexpected downturn in the business climate while the variable rent component allows Ascott REIT to enjoy any upside from a rising market.

In connection with the Ascott Rafﬂ es Place Target Property Master Lease and the New Cairnhill SR Target Property Master Lease, TAL will:

(a) undertake to the Trustee to procure the due and punctual performance and observance by the Master Lessees of their respective undertakings, covenants, agreements and obligations contained in the respective Master Leases; and

(b) guarantee the due payment to the Trustee of payment of rent and other charges, fees, amounts as set forth in the Master Leases.

3 Expected number of units based on the current development plan and subject to such adjustments as may be agreed between the parties.

19 j. Broadening earnings base with increase in portfolio scale and improving stability from overall diversiﬁ cation of portfolio The Target Acquisitions will broaden Ascott REIT’s earning base and improve the stability of Ascott REIT’s overall portfolio. The absolute size of Ascott REIT’s asset base will be increased by 17.9 % from $2.8 billion to $3.3 billion, thereby raising the proﬁ le of Ascott REIT among global investors.

2. SUMMARY OF APPROVAL SOUGHT The following paragraphs summarise the approval which the Manager is seeking from Unitholders. Approval by way of an Ordinary Resolution is required in respect of the Resolution.

2.1 Resolution: The Divestment and the Target Acquisitions (Ordinary Resolution) (a) The Divestment The divestment by Ascott REIT of the Somerset Grand Cairnhill Property pursuant to the Somerset Grand Cairnhill Property Put & Call Option Agreement entered into between TAL and/or its afﬁ liates and the Trustee.

Unitholders should note that completion of the Divestment is inter-conditional upon the concurrent execution of the New Cairnhill SR Target Property Put & Call Option Agreement, the concurrent completion of the Ascott Rafﬂ es Place Target Acquisition and the concurrent completion of the Ascott Guangzhou Target Acquisition.

(See paragraphs 3.1 to 3.7 below for further details.)

(b) The Target Acquisitions The acquisition by Ascott REIT of:

(i) the Ascott Rafﬂ es Place Target Property from ASRP;

(ii) the acquisition of the Ascott Guangzhou Target Property through the acquisition of a 100.0% interest in Hong Kong Yong Zheng (which owns through its wholly-owned subsidiary, Guangzhou Hai Yi, a 100.0% interest in the Ascott Guangzhou Target Property); and

(iii) the New Cairnhill SR Target Property from TAL and/or its afﬁ liates,

pursuant to (A) a Sale and Purchase Agreement entered into between the Trustee and ASRP in relation to the Ascott Rafﬂ es Place Target Acquisition; (B) a Sale and Purchase Agreement entered into between the Ascott Guangzhou Vendors and the Trustee in relation to the Ascott Guangzhou Target Acquisition; and (C) the New Cairnhill SR Target Property Put & Call Option Agreement to be entered into between the Trustee and TAL and/or its afﬁ liates in relation to the New Cairnhill SR Target Acquisition.

Unitholders should note that the completion of the Ascott Rafﬂ es Place Target Acquisition, the completion of the Ascott Guangzhou Target Acquisition and the execution of the New Cairnhill SR Target Property Put & Call Option Agreement (each being carried out concurrently) are inter-conditional upon the completion of the Divestment.

In the event that the New Cairnhill SR Target Property Put & Call Option Agreement is not exercised, the validity of the completion of each of the Divestment, the Ascott Rafﬂ es Place Target Acquisition and the Ascott Guangzhou Target Acquisition shall not be affected.

Unitholders should note that in approving the Ascott Guangzhou Target Acquisition, Unitholders are deemed to have approved the Pre-Existing SR Management Agreement.

(See paragraphs 3.8 to 3.23 below for further details.)

20 (c) Master Leases The entry into the Master Leases for each of the Ascott Rafﬂ es Place Target Property and the New Cairnhill SR Target Property upon the completion of the Ascott Rafﬂ es Place Target Acquisition and the delivery of the New Cairnhill SR Target Property respectively.

ASRP is the Master Lessee under the Ascott Rafﬂ es Place Target Property Master Lease. The Master Lessee of the New Cairnhill SR Target Property Master Lease is expected to be TAL and/or its subsidiary.

(d) Requirement for Unitholders’ Approval Interested Person Transactions and Interested Party Transactions The Transactions constitute Interested Person Transactions under Chapter 9 of the Listing Manual. The Transactions also constitute Interested Party Transactions under paragraph 5 of the Property Funds Appendix.

In compliance with the requirements of the Listing Manual and the Property Funds Appendix, the Manager is seeking Unitholders’ approval for the Transactions.

(See paragraph 3.24(a) below for further details.)

Major Transaction The Transactions (excluding the Master Leases) may potentially constitute a “major transaction” under Rule 1014(1) of the Listing Manual (read with Rule 1006(c)) as the aggregate value of the consideration to be given for the Transactions (excluding the Master Leases) is approximately 82. 8 % of Ascott REIT’s market capitalisation as at the Latest Practicable Date.

In compliance with the requirements of the Listing Manual, the Manager is seeking Unitholders’ approval for the Transactions.

(See paragraph 3.24(b) below for further details.)

3. THE TRANSACTIONS 3.1 The Divestment Following negotiations between the Manager and TAL, the Trustee, upon the Manager’s recommendations, has entered into the Somerset Grand Cairnhill Put & Call Option Agreement with TAL and/or its afﬁ liates (4) for the divestment of Ascott REIT’s 100.0% interest in the Somerset Grand Cairnhill Property. The Divestment of the Somerset Grand Cairnhill Property by way of the Somerset Grand Cairnhill Put & Call Option Agreement was at the purchaser’s request, as stamp duty in Singapore is only payable by the purchaser on the execution of the sale & purchase agreement.

The agreed sale consideration of the Somerset Grand Cairnhill Property of $359.0 million is the average of the two independent valuations by HVS (appointed by the Trustee) and Colliers (appointed by TAL and/or its afﬁ liates) undertaken as of 15 May 2012 in relation to a direct interest of 100.0% in the Somerset Grand Cairnhill Property using the residual method . The agreed sale consideration is 32.0% above the Somerset Grand Cairnhill Property’s valuation as at 31 December 2011, which was $271.9 million. The gross gain from the Divestment is $87.1 million.

The residual method of valuation entails the assumption of a proposed development on the site within the parameters of the planning and urban design requirements. The land value is determined after deducting the estimated costs of development such as building cost, professional fees, holding cost, development charge (if any), developer’s proﬁ t, stamp duty, legal fees and other related costs from the estimated gross development value of the project. The residual value would represent the amount a prudent buyer would pay for the site.

4 The purchasers are CH Commercial Pte. Ltd. and CH Residential Pte. Ltd., both wholly-owned indirect subsidiaries of CapitaLand, established pursuant to a joint venture between TAL and CapitaLand Residential Singapore Pte Ltd.

21 The following table shows, among others, the date of signing of the Somerset Grand Cairnhill Property Put & Call Option Agreement and the expected date of completion for the Divestment:

Property Date of Type of Expected Date Effective Interest signing of Contract of Completion Held by Ascott REIT Agreement in the Property

Somerset Grand 9 July 2012 Conditional put On or before 28 100.0% Cairnhill Property and call option September 2012 agreement

3.2 Description of the Somerset Grand Cairnhill Property Address 15 Cairnhill Road Singapore 229650

Description The Somerset Grand Cairnhill Property is located at Cairnhill in Orchard Road in Singapore.

The property is a 32-storey building with an 8-storey podium containing a mosque, carparks, retail/entertainment/ofﬁ ce units, as well as a 24-storey tower which houses the serviced residence units.

Number of Apartment Units 146

Gross Floor Area 32,954 sq m

Year of Completion 1989

Title Leasehold estate of 99 years commencing from 11 June 1983

3.3 Valuations of the Somerset Grand Cairnhill Property The following table sets out the details of the Somerset Grand Cairnhill Property, the appraised values, the date of valuation and the independent valuers of the Somerset Grand Cairnhill Property.

Property Name Valuation by HVS Valuation by Colliers Appraised Value(1) Title ($ million) ($ million) ($ million)

Somerset Grand 351.0 367.0 359.0 Leasehold estate of Cairnhill Property 99 years commencing from 11 June 1983

Note: (1) Based on the average of two independent valuations by HVS (appointed by the Trustee) and Colliers (appointed by TAL and/or its afﬁ liates) undertaken as of 15 May 2012 in relation to a direct interest of 100.0% in the Somerset Grand Cairnhill Property using the residual method. For more details on the residual method, please refer to paragraph 3.1 of the Circular.

22 3.4 Structure of the Divestment The Somerset Grand Cairnhill Property is held directly by Ascott REIT. Ascott REIT is proposing to divest its 100.0% effective interest in the Somerset Grand Cairnhill Property to TAL and/or its afﬁ liates for a cash sale consideration of $359.0 million. Following the Divestment, it is expected that the site on which the Somerset Grand Cairnhill Property is located will be redeveloped into an integrated development which will include, among other components, the New Cairnhill SR Target Property and residential units for sale (the “Cairnhill Development”).

3.5 Principal Terms of the Somerset Grand Cairnhill Property Put & Call Option Agreement The principal terms of the Somerset Grand Cairnhill Property Put & Call Option Agreement in relation to the Divestment include, among others, the following:

(a) The sale consideration for the divestment of the Somerset Grand Cairnhill Property shall be $359.0 million, exclusive of GST thereon and the sale consideration, together with GST thereon (where applicable) shall be paid by TAL and/or its afﬁ liates to Ascott REIT on completion;

(b) The Somerset Grand Cairnhill Property Put & Call Option Agreement will lapse if neither the put option nor the call option is exercised by 21 September 2012;

(c) The Trustee has the right by exercising its put option to require TAL and/or its afﬁ liates to enter into a conditional sale and purchase agreement to purchase the Somerset Grand Cairnhill Property and TAL and/or its afﬁ liates has the right by exercising its call option to require the Trustee to enter into a conditional sale and purchase agreement to sell the Somerset Grand Cairnhill Property;

(d) The exercise of the put option or the call option under this agreement and the completion of the Divestment are subject to and conditional upon, among others:

(i) the written approvals of the President of the Republic of Singapore to the sale of the Somerset Grand Cairnhill Property, the mortgage/charge of the Somerset Grand Cairnhill Property and to the subsequent subletting, leasing or licensing of premises in the Somerset Grand Cairnhill Property;

(ii) there being no compulsory acquisition or notice of intended acquisition by any of the governmental agencies affecting any part of the Somerset Grand Cairnhill Property or any part of the building or any part of the land on which the building at the Somerset Grand Cairnhill Property is sited save for the road reserve plan as at the date of the Somerset Grand Cairnhill Property Put & Call Option Agreement;

(iii) TAL and/or its afﬁ liates obtaining a qualifying certiﬁ cate in respect of the Somerset Grand Cairnhill Property from the Land Dealings (Approval) Unit of the Singapore Land Authority, only where the site on which the Somerset Grand Cairnhill Property is located is zoned as “Residential”;

(iv) obtaining the approval of unitholders of Ascott REIT at an EGM to be convened for the divestment of the Somerset Grand Cairnhill Property; and

(v) the simultaneous completion of the following:-

a. the Ascott Rafﬂ es Place Target Acquisition;

b. the Ascott Guangzhou Target Acquisition; and

c. the execution of the New Cairnhill SR Target Property Put & Call Option Agreement; and

(e) The serviced residence management agreement in relation to the Somerset Grand Cairnhill Property between the Trustee and Ascott International Management (2001) Pte Ltd shall be terminated upon completion of the Divestment.

23 3.6 Use of Proceeds Net proceeds from the Divestment of approximately $350.8 million will be used to partially fund the Target Acquisitions.

3.7 Estimated Divestment Cost The estimated total costs of the Divestment is approximately $10.0 million as follows:

(a) a divestment fee of approximately $ 1.8 million (being 0.5% of the Enterprise Value (as deﬁ ned in the Trust Deed)) payable to the Manager in Units pursuant to the Trust Deed. The Enterprise Value for the Divestment is based on the sale consideration of $359.0 million;

(b) estimated professional and other fees and expenses which amount to approximately $ 1.4 million; and

(c) fee of approximately $ 6.8 million for pre-termination of the existing management agreement for the Somerset Grand Cairnhill Property determined in accordance with the provisions of the existing management agreement, which is computed using the average management fees of the last 24 months prior to the termination date of the existing management agreement multiplied by the remaining term of the agreement paid to a subsidiary of TAL.

3.8 The Target Acquisitions Following negotiations between the Manager and TAL, the Trustee, upon the Manager’s recommendations, proposes to enter into, or has entered into the Sale and Purchase Agreements and the New Cairnhill SR Target Property Put & Call Option Agreement with TAL and/or its afﬁ liates for each of the Target Acquisitions. The following table shows, among other things, the dates of signing of the Sale and Purchase Agreements and the expected dates of completion for each Target Acquisition:

Target Entities to Date of signing Type of Expected Date Effective Interest Property be Acquired of Agreements Contract of Completion/ Held by Ascott Delivery REIT in the Property

Ascott Rafﬂ es n.a. 9 July 2012 Conditional 3Q 2012 100.0% Place Target sale and Property purchase agreement

Ascott Hong Kong 9 July 2012 Conditional 3Q 2012 100.0% Guangzhou Yong Zheng (1) sale and Target Property purchase agreement

New Cairnhill n.a. n.a.(2) Conditional put 3Q 2017 100.0% SR Target and call option Property agreement(3)

Notes: (1) Hong Kong Yong Zheng holds an indirect 100.0% interest in the Ascott Guangzhou Target Property through its wholly- owned subsidiary, Guangzhou Hai Yi.

(2) To be executed concurrently upon completion of the Divestment and the Target Acquisitions (other than the New Cairnhill SR Target Acquisition).

(3) To be executed between the Trustee , CH Commercial Pte. Ltd. and CH Residential Pte. Ltd., both wholly-owned indirect subsidiaries of CapitaLand established pursuant to a joint venture between TAL and CapitaLand Residential Singapore Pte Ltd.

24 The purchase consideration for the Target Acquisitions is based on the average of the two independent valuations by the HVS (appointed by the Trustee) and Colliers (appointed by TAL and/or its afﬁ liates) undertaken as of 15 May 2012 in relation to : (a) a direct interest of 100.0% in the Ascott Rafﬂ es Place Target Property; (b) an indirect interest of 100.0% in the Ascott Guangzhou Target Property through an acquisition of a 100.0% stake in Hong Kong Yong Zheng (which indirectly owns the Ascott Guangzhou Target Property through its wholly-owned subsidiary Guangzhou Hai Yi); and (c) a direct interest of 100.0% in the New Cairnhill SR Target Property.

The Target Acquisitions will comprise the acquisition of (a) two serviced residence properties in Singapore; and (b) one serviced residence property in China, which will complement Ascott REIT’s existing portfolio of serviced residence properties in these markets. The Target Acquisitions will result in Ascott REIT expanding its presence in the growing markets of China and Singapore.

Ascott REIT will enter into the New Cairnhill SR Target Property Put & Call Option Agreement as the New Cairnhill SR Target Property is a property to be developed at the site on which the Somerset Grand Cairnhill Property is located and approval from the relevant authorities, including without limitation, the Controller of Housing, is required prior to the execution of the sale and purchase agreement.

3.9 Description of the Ascott Rafﬂ es Place Target Property Address 2 Finlayson Green Singapore 049247

Description Strategically located in the heart of Singapore’s fi nancial district and opposite the Marina Bay Financial Centre, the Ascott Raffl es Place Target Property is a 20-storey premier service residence operating under a hotel licence. The property comprise s 146 fully furnished Apartment Units ranging from studio to two-bedroom layouts and offers guests facilities, including meeting rooms, infi nity swimming pool, jacuzzi, fully equipped gymnasium, residents’ lounge and a restaurant.

Formerly known as the Asia Insurance Building, the property underwent major restoration in 2006 and was gazetted by the URA as a conservation building in the subsequent year. Since its opening in 2008, the Ascott Raffl es Place Target Property has won the URA Architectural Heritage Award for its carefully preserved 1950s heritage features and transformation into a fl agship premier serviced residence. The Ascott Raffl es Place Target Property has also been awarded the Green Mark Award by the Building and Construction Authority, highlighting its excellent green standards.

Master Lessee ASRP

Number of Apartment Units 146

Gross Floor Area 15,694 sq m

Year of Completion 2008

Title Leasehold estate of 999 years commencing from 1 January 1892 and 1 January 1894 and an estate in perpetuity

Zoning Commercial

25 3.10 Description of the Ascott Guangzhou Target Property Address No 73 Tianhe Dong Road, Tianhe District, Guangzhou 510630, China

Description The Ascott Guangzhou Target Property is strategically located within the Tianhe District, ﬂ anked by ofﬁ ce towers, residential apartments and more recently, a newly opened major retail mall, Taikoo Hui, with international retail brands. Ideally located at Tianhe Dong Road, the Ascott Guangzhou Target Property is located 5 minutes away from the Guangzhou East Railway Station, CITIC Plaza, TeeMall, and Tianhe Sports Stadium. With a choice of 2 subway lines (Line 1 and Line 3) just minutes away, residents enjoy quick and convenient access to major parts of town including key shopping areas and famous cultural spots.

The property comprises 208 fully furnished apartment units ranging from one-bedroom to three- bedroom layouts and offers guests facilities including fully-equipped gymnasium, outdoor swimming pool, sauna, steam room, business centres and meeting rooms.

Serviced Residence Management Company APMS

Number of Apartment Units 208

Gross Floor Area 19,797 sq m

Year of Completion 2008

Title Leasehold estate of 70 years commencing from 27 December 2004

Zoning Residential

3.11 Description of the New Cairnhill SR Target Property Address 15 Cairnhill Road, Singapore 229650(5)

Description The New Cairnhill SR Target Property, which is a component of the Cairnhill Development to be constructed, is strategically located in the heart of Orchard Road, Singapore’s renowned shopping belt, and is within walking distance to the Somerset MRT Station.

As part of an integrated development , the property comprises 371 (6) fully furnished Apartment Units ranging from studio, one-bedroom and two-bedroom layouts operating under a hotel licence together with an existing mosque and carparks. The property offers guests facilities such as a fully equipped gymnasium, swimming pool, business centre and residents’ lounge.

5 May be subject to change upon the completion of the redevelopment. 6 Expected number of units based on the current development plan and subject to such adjustments as may be agreed between the parties.

26 Master Lessee TAL and/or its subsidiary

Expected Number of Apartment Units 371 (7)

Allowable Gross Floor Area 17,333 sq m

Expected Year of Delivery 201 7

Title A fresh leasehold estate of 99 years commencing from the effective date of lease extension

Zoning Commercial & Residential

3.12 Valuations of the Target Properties The following table sets out the details of the Target Properties including the appraised values of each Target Property.

Property Name Valuation Valuation Appraised Value(1) Title by HVS by Colliers ($ million) ($ million) ($ million)

Singapore

1. Ascott Rafﬂ es 220.0 220.0 220.0 Leasehold estate of 999 Place Target years commencing from Property 1 January 1892 and 1 January 1894 and an estate in perpetuity

2. New Cairnhill 410.0 400.0 405.0 A fresh leasehold estate SR Target Property of 99 years(2)

China

3. Ascott 85.5 85.9 85.7(4) Leasehold estate of Guangzhou Target 70 years commencing Property(3) from 27 December 2004

Notes: (1) Based on the average of two independent valuations by the Independent Valuers undertaken as of 15 May 2012 in relation to : (a) a direct interest of 100.0% in the Ascott Rafﬂ es Place Target Property; (b) a direct interest of 100.0% in the New Cairnhill SR Target Property; and (c) an indirect interest of 100.0% in the Ascott Guangzhou Target Property through an acquisition of a 100.0% stake in Hong Kong Yong Zheng (which indirectly owns the Ascott Guangzhou Target Property through its wholly-owned subsidiary Guangzhou Hai Yi) . ( 2) Commencing from the effective date of lease extension. ( 3) The Ascott Guangzhou Target Property is managed by APMS under the Pre-Existing SR Management Agreement. The year-to-date June 2012 revenue per available unit of the Ascott Guangzhou Target Property is RMB585 (approximately $ 116). ( 4) Equivalent to RMB431.0 million.

7 Expected number of units based on the current development plan and subject to such adjustments as may be agreed between the parties.

27 3.13 Structure of the Target Acquisitions (a) The Ascott Rafﬂ es Place Target Acquisition The Ascott Rafﬂ es Place Target Property is currently owned by ASRP.

Ascott REIT proposes to acquire a direct ownership of the Ascott Rafﬂ es Place Target Property from ASRP for a purchase consideration of $220.0 million.

(b) The Ascott Guangzhou Target Acquisition Hong Kong Yong Zheng owns a 100.0% indirect interest in the Ascott Guangzhou Target Property through its wholly-owned subsidiary, Guangzhou Hai Yi.

Ascott REIT is proposing to acquire a 100.0% indirect interest in the Ascott Guangzhou Target Property through the acquisition of 100.0% of the issued shares in Hong Kong Yong Zheng from the Ascott Guangzhou Vendors for a purchase consideration, which is subject to adjustments as at completion, of HKD 392.0 million (equivalent to approximately $ 63.3 million), based on the agreed value of the Ascott Guangzhou Target Property of RMB 431.0 million.

(c) The New Cairnhill SR Target Acquisition Upon completion of the Divestment, the Cairnhill Development will be owned by TAL and/ or its affi liates( 8). Under the New Cairnhill SR Target Property Put & Call Option Agreement, (subject to the fulfi llment of all conditions precedent therein), Ascott REIT shall have the right to acquire and TAL and/or its affi liates shall have the right to sell to Ascott REIT, the New Cairnhill SR Target Property for a purchase consideration of $405.0 million.

3.14 Principal Terms of the Sale and Purchase Agreement in relation to the Ascott Rafﬂ es Place Target Acquisition The principal terms of the Sale and Purchase Agreement in relation to the Ascott Rafﬂ es Place Target Acquisition include, among others, the following:

(a) The purchase consideration for the Ascott Rafﬂ es Place Target Property shall be $220.0 million, exclusive of GST thereon and the purchase consideration, together with GST thereon (where applicable), shall be paid fully in cash to ASRP on completion;

(b) The completion of the Ascott Rafﬂ es Place Target Acquisition is subject to and conditional upon, among others :

(i) the written approvals of the President of the Republic of Singapore to the sale or mortgage or charge of the Ascott Rafﬂ es Place Target Property and to the subsequent subletting, leasing or licensing of premises in the Ascott Rafﬂ es Place Target Property;

(ii) there being no compulsory acquisition or notice of intended acquisition by any of the governmental agencies affecting any part of the Ascott Rafﬂ es Place Target Property or any part of the building or any part of the land on which the building at the Ascott Rafﬂ es Place Target Property is sited;

(iii) obtaining the approval of unitholders of Ascott REIT at an EGM to be convened to approve the transactions contemplated in the Circular, including but not limited to, the purchase of the Ascott Rafﬂ es Place Target Property and the entering into of the Master Lease arrangement;

8 CH Commercial Pte. Ltd. and CH Residential Pte. Ltd., both wholly-owned indirect subsidiaries of CapitaLand, established pursuant to a joint venture between TAL and CapitaLand Residential Singapore Pte Ltd.

28 (iv) the simultaneous completion of the following:-

a. the Divestment;

b. the Ascott Guangzhou Target Acquisition; and

c. the execution of the New Cairnhill SR Target Property Put & Call Option Agreement ; and

(c) Upon completion of the Ascott Rafﬂ es Place Target Acquisition, Ascott REIT, as master lessor, shall lease the Ascott Rafﬂ es Place Target Property to ASRP under the Master Lease.

3.15 The Ascott Raffl es Place Target Property Master Lease Following the completion of the Ascott Raffl es Place Target Acquisition, Ascott REIT will enter into the Ascott Raffl es Place Target Property Master Lease with ASRP.

The principal terms of the Ascott Rafﬂ es Place Target Property Master Lease include, among others, the following:

(a) The term of the lease will be for a minimum of ﬁ ve years, renewable for another ﬁ ve years upon mutual agreement of the parties;

(b) The rent payable to the Trustee will be the aggregate of (i) a fi xed lease rental component amounting to $7,150,000.00 per annum, payable in advance on the fi rst day of each month and (ii) a variable lease rental component amounting to 85% of the NOI of the Ascott Raffl es Place Target Property, payable in arrears on a quarterly basis (which shall be subject to adjustment after the fi nal audit of the NOI);

(d) ASRP shall take out and keep in force a comprehensive public liability insurance policy of an adequate amount in accordance with the terms of the Master Lease;

(e) ASRP shall not transfer, assign, sublet, mortgage or encumber the tenancy or the demised premises or any part thereof without the prior written consent of the Trustee;

(f) If and whenever during the term of the Master Lease:

(i) any or any part of the rent reserved by the Master Lease shall be unpaid for thirty ( 30) days after any of the days when they become due for payment (whether or not they shall have been formally demanded); or

(ii) ASRP shall at any time commit a material breach of any of the covenants, conditions or agreements contained in the Master Lease to be performed or observed by ASRP and fails to remedy such breach within thirty (30) days,

it shall be lawful for the Trustee or any person or persons duly authorised by the Trustee for that purpose to re enter the demised premises (or any part thereof in the name of the whole) at any time (and even if any previous right of re entry has been waived) and to repossess the demised premises and the term hereby created and the Master Lease shall absolutely cease and determine.

29 In connection with the Ascott Rafﬂ es Place Target Property Master Lease, TAL will:

(a) undertake to the Trustee to procure the due and punctual performance and observance by the Master Lessee of its undertakings, covenants, agreements and obligations contained in the Ascott Rafﬂ es Place Target Property Master Lease; and

(b) guarantee the due payment to the Trustee of payment of rent and other charges, fees, amounts as set forth in the Ascott Rafﬂ es Place Target Property Master Lease.

3.16 Principal Terms of the Sale and Purchase Agreement in relation to the Ascott Guangzhou Target Acquisition The principal terms of the Sale and Purchase Agreement in relation to the Ascott Guangzhou Target Acquisition include, among others, the following:

(a) The purchase consideration of HKD392.0 million (approximately $63.3 million, comprising: (i) the consolidated net asset value of HKD278.7 million (approximately $45.0 million), taking into account the agreed value of the Ascott Guangzhou Target Property and (ii) the assignment to the Trustee of the shareholder’s loan of RMB92.0 million (approximately HKD113.3 million or $18.3 million), shall be adjusted at completion, and fully satisﬁ ed in cash ;

(b) The completion of the Ascott Guangzhou Target Acquisition is subject to and conditional upon, amongst others:

(i) the receipt by Trustee of such waivers or consents as may be necessary to enable the Trustee and/or its nominee(s) to be registered as holder of the sale shares of Hong Kong Yong Zheng;

(ii) obtaining the approval of the unitholders of Ascott REIT at an EGM to be convened to approve the Transactions contemplated in the Circular, including the purchase of the sale shares of Hong Kong Yong Zheng;

(iii) there being no compulsory acquisition of the Ascott Guangzhou Target Property or any part of the Ascott Guangzhou Target Property, and no notice of such intended compulsory acquisition has been given, by the government or other competent authority;

(iv) the assignment by the relevant Ascott Guangzhou Vendors to the Trustee of all loan amounts outstanding under the shareholders loans between the relevant Ascott Guangzhou Vendors and Hong Kong Yong Zheng and all of the rights, title and interest of the relevant Ascott Guangzhou Vendors in the shareholders loans as at the completion date of the Ascott Guangzhou Target Acquisition, free of encumbrances; and

(v) the simultaneous completion of the following:

a. the Divestment;

b. the Ascott Rafﬂ es Place Target Acquisition; and

c. the execution of the New Cairnhill SR Target Property Put & Call Option Agreement ;

(c) The Ascott Guangzhou Vendors have provided representations and warranties in respect of the sale shares of Hong Kong Yong Zheng with certain limitations on the liability of the Ascott Guangzhou Vendors in respect of any breach of warranties including provisions for an aggregate maximum liability, minimum thresholds for claims and limitation periods;

30 (d) The Ascott Guangzhou Vendors will execute a deed of indemnity to be entered into between the Ascott Guangzhou Vendors , the Trustee and Hong Kong Yong Zheng to, inter alia, indemnify the Trustee and Hong Kong Yong Zheng against any claim for taxation in respect of or arising from: (a) any transaction effected or deemed to have been effected on or before the completion date; or (b) by reference to any income, proﬁ ts or gains earned, accrued or received on or before the completion date under the Sale and Purchase Agreement entered into by the Ascott Guangzhou Vendors and the Trustee in relation to the Ascott Guangzhou Target Acquisition; and

(e) The purchase consideration shall not take into account certain receivables and liabilities in Guangzhou Hai Yi. The liabilities which shall be assumed by the Ascott Guangzhou Vendors by way of a deed of undertaking to place Guangzhou Hai Yi in sufﬁ cient funds to meet such certain liabilities. Under the Sale and Purchase Agreement, upon receipt of any sums of such certain receivables. Guangzhou Hai Yi will pay the same to the Ascott Guangzhou Vendors.

3.17 The Pre-Existing SR Management Agreement in relation to the Ascott Guangzhou Target Property Upon completion of the Ascott Guangzhou Target Acquisition, the Ascott Guangzhou Target Property will continue to be managed and operated by APMS, which is a wholly-owned subsidiary of TAL under the Pre-Existing SR Management Agreement(9),which will continue to subsist following the completion of the Ascott Guangzhou Target Acquisition. APMS is one of the companies through which TAL provides management services for serviced residences in the PRC.

The principal terms of the Pre-Existing SR Management Agreement include , among others, the following:

(a) Guangzhou Hai Yi shall obtain and maintain, at its own cost and expense, all governmental permissions, licences and permits for the operation of the serviced residence and ensure that the serviced residence is in compliance with applicable laws and regulations;

(b) Guangzhou Hai Yi shall bear all taxes, including land property tax;

(c) APMS may assign or transfer its rights, beneﬁ ts or obligations under the Pre-Existing SR Management Agreement to any of its related corporations;

(d) Guangzhou Hai Yi may assign its rights, beneﬁ ts or obligations to the purchaser of the serviced residence in its entirety with the prior written consent of APMS (such consent not to be unreasonably withheld);

(e) in the case of non-payment by Guangzhou Hai Yi, APMS is entitled to terminate the Pre- Existing SR Management Agreement on expiry of a 30 day period after delivery of a notice to terminate and in such an event Guangzhou Hai Yi shall indemnify APMS for all costs incurred up to the date of termination and for all direct losses as a result of the termination;

(f) in the event of a total destruction by ﬁ re or force majeure and reconstruction is not possible or in the case of expropriation, condemnation, compulsory acquisition, APMS may terminate the Pre-Existing SR Management Agreement by giving written notice; and

(g) in the event that the Pre-Existing SR Management Agreement is terminated by APMS by reason of or as a consequence of any breach or wrongful repudiation by Guangzhou Hai Yi, Guangzhou Hai Yi shall compensate APMS for all costs incurred by APMS up to the date of termination and pay APMS an amount as compensation which is based on the number of days remaining in the term of the Pre-Existing SR Management Agreement.

9 The Pre-Existing SR Management Agreement will, if required, be taken into account in future interested person transactions with TAL and/or its afﬁ liates.

31 3.18 Principal Terms of the New Cairnhill SR Target Property Put & Call Option Agreement The principal terms of the New Cairnhill SR Target Property Put & Call Option Agreement to be entered into between the Trustee and TAL and/or its afﬁ liates (10) include, among others, the following:

(a) The purchase consideration for the purchase of the New Cairnhill SR Target Property shall be $405.0 million, exclusive of GST thereon and will be fully satisfi ed in cash. Together with GST thereon, fi ve per cent (5%) of the purchase consideration shall be paid upon the exercise of the put option or the call option, sixty-four per cent (64%) when possession is delivered and the remaining thirty-one per cent (31%) of the purchase consideration, shall be paid to TAL and/or its affi liates on the issuance of the Certifi cate of Statutory Completion and Certifi cate of Title;

(b) The New Cairnhill SR Target Property Put & Call Option Agreement will lapse if neither the put option nor the call option is exercised by 31 December 2013;

(c) The Trustee has the right by exercising its call option to require TAL and/or its afﬁ liates to enter into a conditional sale and purchase agreement to sell the New Cairnhill SR Target Property and TAL and/or its afﬁ liates has the right by exercising its put option to require the Trustee to enter into a conditional sale and purchase agreement to purchase the New Cairnhill SR Target Property;

(d) The exercise of the put and call option under this agreement and the completion of the New Cairnhill SR Target Acquisition is subject to and conditional upon, among others,

(i) TAL and/or its afﬁ liates having obtained Building Plan approval and relevant approvals for the Cairnhill Development; and

(ii) Approval from the Controller of Housing for exemption from the prescribed form of the sale and purchase agreement under the Sale of Commercial Properties Rules;

(e) A building audit will be conducted by an independent consultant appointed by the Trustee to conﬁ rm that the New Cairnhill SR Target Property has been built in accordance with agreed speciﬁ cations.

(f) TAL and/or its afﬁ liates shall deliver possession of the New Cairnhill SR Target Property by 30 June 2018 being a date falling 12 months from the date that the Temporary Occupation Licence is issued in respect of the New Cairnhill SR Target Property.

(g) Completion shall take place on issuance of the Certiﬁ cate of Title for the New Cairnhill SR Target Property and Certiﬁ cate of Statutory Completion which shall be no later than 31 December 2019 .

3.19 The New Cairnhill SR Target Property Master Lease Following the delivery of the New Cairnhill SR Target Property, Ascott REIT will enter into the New Cairnhill SR Target Property Master Lease with TAL and/or its subsidiary.

The principal terms of the New Cairnhill SR Target Property Master Lease include, among others, the following:

(a) The term of the lease will be for a minimum of ﬁ ve years, renewable for another ﬁ ve years upon mutual agreement of the parties;

10 CH Commercial Pte. Ltd. and CH Residential Pte. Ltd., both wholly-owned indirect subsidiaries of CapitaLand, established pursuant to a joint venture between TAL and CapitaLand Residential Singapore Pte Ltd.

32 (b) The rent payable to the Trustee will be the aggregate of (i) a fi xed lease rental component amounting to $13,162,500.00 per annum, payable in advance on the fi rst day of each month and (ii) a variable lease rental component amounting to 85% of the NOI of the New Cairnhill SR Target Property, payable in arrears on a quarterly basis (which shall be subject to adjustment after the fi nal audit of the NOI);

(d) The Master Lessee shall take out and keep in force a comprehensive public liability insurance policy of an adequate amount in accordance with the terms of the Master Lease;

(e) The Master Lessee shall not transfer, assign, sublet, mortgage or encumber the tenancy or the demised premises or any part thereof without the prior written consent of the Trustee;

(f) If and whenever during the term of the Master Lease:

(i) any or any part of the rent reserved by the Master Lease shall be unpaid for thirty (30) days after any of the days when they become due for payment (whether or not they shall have been formally demanded); or

(ii) The Master Lessee shall at any time commit a material breach of the covenants, conditions or agreements contained in the Master Lease to be performed or observed by the Master Lessee and fails to remedy such breach within thirty (30) days,

it shall be lawful for the Trustee or any person or persons duly authorised by the Trustee for that purpose to re-enter the demised premises (or any part thereof in the name of the whole) at any time (and even if any previous right of re-entry has been waived) and to repossess the demised premises and the term hereby created and the Master Lease shall absolutely cease and determine.

In connection with the New Cairnhill SR Target Property Master Lease, TAL will:

(a) agree with and undertake to the Trustee to procure the due and punctual performance and observance by the Master Lessee of its undertakings, covenants, agreements and obligations contained in the New Cairnhill SR Target Property Master Lease; and

(b) guarantee the due payment to the Trustee of payment of rent and other charges, fees, amounts as set forth in the New Cairnhill SR Target Property Master Lease.

3.20 Method of Distribution Ascott REIT may receive the income from its investments in the Target Properties in the form of dividends, interest income and/or the repayment of inter-company loans for the Ascott Guangzhou Target Acquisition and taxable proﬁ ts from operations arising from the Ascott Rafﬂ es Place Target Property and the New Cairnhill SR Target Property.

3.21 Estimated Total Acquisition Costs The estimated total costs of the Target Acquisitions is approximately $4.0 million, comprising:

(a) total acquisition fees of approximately $3.1 million (being 1.0% of the Enterprise Value (as deﬁ ned in the Trust Deed) and as calculated below of $311.1 million) payable to the Manager pursuant to the Trust Deed (excluding the acquisition fees of approximately $4.1 million in relation to the New Cairnhill SR Target Acquisition which have been waived by the Manager); and

33 Total $ million

Appraised Value (based on the average of the two independent 305.7 valuations by the Independent Valuers) Consolidated net current assets (which will be adjusted at completion) 5.4 Enterprise Value 311.1

(b) aggregate associated costs of approximately $ 0.9 million incurred or to be incurred by Ascott REIT in connection with the Target Acquisitions and the debt ﬁ nancing.

As the Transactions will constitute Interested Party Transactions under the Property Funds Appendix, the total acquisition fees (excluding the acquisition fee of approximately $4.1 million for the New Cairnhill SR Target Property which the Manager has agreed to waive) and the divestment fee payable to the Manager will be in the form of Units, which shall not be sold within one year from the date of issuance.

3.22 Method of Financing Ascott REIT intends to finance the total acquisition costs and the aggregate purchase consideration relating to the Target Acquisitions from the net proceeds of the Divestment, debt ﬁ nancing and/or the issuance of perpetual securities.

The aggregate purchase consideration for the Target Acquisitions is $ 688.3 million. A further breakdown of the sources and uses of funds are as follows:

Sources of funds ($ million) Uses of funds ($ million)

Proceeds from the Divestment 350.8 Aggregate purchase 688.3 (net of expenses) consideration for the Target Acquisitions

Debt ﬁ nancing( 1) 238.4 Associated costs( 2) of the 0.9 Target Acquisitions and debt ﬁ nancing (including applicable stamp duties, legal and other professional fees and expenses)

Perpetual securities( 1) 100.0

Total 689.2 Total 689.2

Notes: (1) The debt ﬁ nancing and/or the issuance of the perpetual securities are expected to be carried out prior to the delivery of the New Cairnhill SR Target Property.

(2) Excludes (a) a divestment fee of approximately $1.8 million and acquisition fees of approximately $ 3.1 million, both of which will be payable in Units to the Manager, and (b) the acquisition fees of approximately $4.1 million in relation to the New Cairnhill SR Target Acquisition, which have been waived by the Manager.

3.23 Competitive Strengths of the Target Properties (a) Strategic locations within the respective cities’ central business or commercial districts The Target Properties are located in cities in China and Singapore which experience high volume of business and leisure travellers. Each Target Property is located close to the city centre, tourist attractions, shopping districts or facilities for meetings, incentives, conferences and exhibitions events.

34 The New Cairnhill SR Target Property and the Ascott Raffl es Place Target Property are ideally located in the heart of Orchard Road, Singapore’s renowned shopping belt and Singapore’s fi nancial district, respectively. Similarly, the Ascott Guangzhou Target Property is located within the Tianhe fi nancial district, fl anked by offi ce towers, residential apartments and more recently, a newly opened major retail mall, Taikoo Hui, with international retail brands and is strategically located at Tianhe Dong Road.

(b) Fully-furnished quality serviced residences The Manager believes that the Target Properties will be able to attract a stable stream of guests due to their attractive locations and features, including high quality ﬁ t outs, fully equipped kitchens, home entertainment systems, broadband internet, business centre facilities, security and CCTV surveillance, breakfast and housekeeping services and recreational facilities including gymnasiums and pools. These features may vary between Target Properties.

(c) Award-winning serviced residences The Ascott Raffl es Place Target Property has won many awards such as the 2012 Certifi cate of Excellence from TripAdvisor, fi rst and second place in 2010 and 2011 respectively in the “Business Traveller Asia-Pacifi c Awards” in the Best Serviced Residence in Asia-Pacifi c Category and the “BCA Green Mark Award” in 2007 from the Building and Construction Authority Singapore. The Ascott Guangzhou Target Property has also won many awards such as the “Best Serviced Residence for Japanese Business Travellers in the Pearl River Delta Region” as issued by the Japan Economic and Cultural Council (Shenzhen) in the Crossroads Magazine in 2011, the third place in the best serviced residences as awarded by the “Business Traveller Asia-Pacifi c Awards” in 2009, the “ Best Hotel Apartment of China Award” in 2009 as awarded by the Centre of Asia Hotel Forum and the “Best International Serviced Brand” in 2008 at the Asia Hotel Leaders Summit.

(d) Quality guest profi le which is diversifi ed across market segments and industries The guest profi le of the Target Properties comprises expatriate families, business travellers, and corporate executives drawn from prominent domestic and international corporations, a wide range of industry sectors and government bodies.

In addition, the Ascott Guangzhou Target Property under the Pre-Existing SR Management Agreement enjoys demand from a diversiﬁ ed group of guests which provides relative stability to the earnings of the Enlarged Portfolio by limiting reliance on any particular industry or group of clients.

(e) Exposure to growing markets in the Pan-Asian region The Manager expects that the Target Acquisitions will provide Ascott REIT with exposure to the growing markets of China and Singapore in the Pan-Asian region. The Ascott Guangzhou Target Property will also see Ascott REIT expanding its foothold into another ﬁ rst-tier Chinese city.

(f) Certainty of rental from Master Leases Under the master lease arrangements for the Ascott Raffl es Place Target Property and the New Cairnhill SR Target Property, the fi xed rent component constitutes approximately 70.0% of the total lease payment to Ascott REIT. This fi xed rent component limits the downside risks Ascott REIT arising from any unexpected downturn in the business climate while the variable rent component allows Ascott REIT to enjoy any upside from a rising market.

35 3.24 Requirement for Unitholders’ Approval (a) Interested Person Transactions and Interested Party Transactions Interested Person Transactions Under Chapter 9 of the Listing Manual, where Ascott REIT proposes to enter into a transaction with an Interested Person and the value of the transaction (either by itself or when aggregated with the value of other transactions, each of a value equal to or greater than $100,000, with the same Interested Person during the same fi nancial year) is equal to or exceeds 5.0% of Ascott REIT’s latest audited net tangible assets (“NTA”), Unitholders’ approval is required in respect of the transaction. Based on Ascott REIT’s latest audited consolidated fi nancial statements for the fi nancial year ended 31 December 2011 (the “2011 Audited Consolidated Financial Statements”), the NTA of Ascott REIT was $1,537.0 million as at 31 December 2011. Accordingly, if the value of a transaction which is proposed to be entered into in the current fi nancial year by Ascott REIT 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 $100,000) entered into with the same Interested Person during the current fi nancial year, equal to or in excess of $76.9 million, such a transaction would be subject to Unitholders’ approval.

As at the date of this Circular, Ascott REIT has entered into: (a) serviced residence management contracts with a subsidiary of TAL with an aggregate contract value of approximately $4.8 million; and (b) asset management contracts with a subsidiary of CapitaLand with an aggregate contract value of approximately $1.5 million (the “Existing Interested Person Transactions”).

Given the purchase consideration for the Target Acquisitions of $ 688.3 million, the sale consideration for the Divestment of $359.0 million and the lease payments from the Master Leases of $160.8 million (which is 79.0 % (together with the Existing Interested Person Transactions which have been reviewed and approved by the Audit Committee) of the NTA of Ascott REIT as at 31 December 2011), the value of the Target Acquisitions, the Divestment and the lease payments from the Master Leases will exceed the said threshold.

Interested Party Transactions Paragraph 5.2 of the Property Funds Appendix also requires, inter alia, approval of the Unitholders for an interested party transaction whose value exceeds 5.0% of Ascott REIT’s latest audited net asset value (“NAV”). Based on the 2011 Audited Consolidated Financial Statements, the NAV of Ascott REIT was $1,537.0 million as at 31 December 2011. Accordingly, if the value of a transaction which is proposed to be entered into by Ascott REIT with an Interested Party were equal to or greater than $76.9 million, such a transaction would be subject to Unitholders’ approval.

Given the purchase consideration for the Target Acquisitions of $ 688.3 million, the sale consideration for the Divestment of $359.0 million and the lease payments from the Master Leases of $160.8 million (which is 79.0 % (together with the Existing Interested Person Transactions which have been reviewed and approved by the Audit Committee) of the NAV of Ascott REIT as at 31 December 2011), the value of the Target Acquisitions, the Divestment and the lease payments from the Master Leases will exceed the said threshold.

As at the Latest Practicable Date, TAL held an aggregate direct and deemed interest in 556, 115, 024 Units, which is equivalent to approximately 49.0 % of the total number of Units in issue, and is therefore regarded as a Controlling Unitholder of Ascott REIT under both the Listing Manual and the Property Funds Appendix.

36 TAL has a direct interest of 100.0% in TAHL and an indirect interest of 100.0% in ASRP and Hong Kong Yong Zheng. Accordingly, the Ascott Guangzhou Vendors are subsidiaries of a Controlling Unitholder. For the purposes of Chapter 9 of the Listing Manual and paragraph 5 of the Property Funds Appendix, the Ascott Guangzhou Vendors are accordingly Interested Persons and Interested Parties of Ascott REIT.

Therefore, the Transactions will constitute Interested Person Transactions under Chapter 9 of the Listing Manual and will also constitute Interested Party Transactions under paragraph 5 of the Property Funds Appendix. Accordingly, approval of Unitholders is sought for the Transactions.

(b) Major Transaction (i) Chapter 10 of the SGX-ST Listing Manual governs the acquisition or disposal of assets, including options to acquire or dispose of assets, by Ascott REIT. Such transactions are classiﬁ ed into the following categories:

(A) non-discloseable transactions;

(B) discloseable transactions;

(D) very substantial acquisitions or reverse take-overs.

An acquisition and/or divestment by Ascott REIT may fall into any of the categories set out above depending on the size of the relative ﬁ gures computed on the following bases of comparison:

(AA) (in the case of an asset disposal) the net asset value of the assets to be disposed of, compared with Ascott REIT’s net asset value;

(BB) the net proﬁ ts attributable to the assets acquired or disposed of, compared with Ascott REIT’s net proﬁ ts;

(CC) the aggregate value of the consideration given or received, compared with Ascott REIT’s market capitalisation based on the total number of issued Units; and

(DD) the number of Units issued by Ascott REIT as consideration for an acquisition, compared with the number of Units previously in issue.

(ii) The Transactions (excluding the Master Leases) may constitute a “major transaction” under Rule 1014(1) of the Listing Manual (read with Rule 1006(c)) as the aggregate value of the consideration to be given for the Target Acquisitions is approximately 82. 8 % of Ascott REIT’s market capitalisation as at the Latest Practicable Date (based on the total number of issued Units in Ascott REIT).

37 Based on the criteria set out in Rule 1006 of the Listing Manual, the relative ﬁ gures for the Transactions (excluding the Master Leases) under Rules 1006(a) to (d) are as follows:

The Transactions (excluding the Ascott REIT Master Leases) Relative Criteria ($’million) ($’million) Percentage

(a) The net asset value of the 1,483.4(1) 271.9(2) 18.3% assets to be disposed of, compared with the group’s net asset value. This basis is not applicable to an acquisition of assets

(b) The net proﬁ ts attributable to the assets divested and acquired, 22.1(1) 10.4(3) 47.1 %(3) compared with the group’s net proﬁ ts

(c) The aggregate value of the consideration given, compared 1,265.3(4) 1,047.3 (3), (5) 82. 8 %(3) with the issuer’s market capitalisation based on the total number of issued shares excluding treasury shares

(d) The number of equity securities Not applicable Not applicable Not applicable issued by the issuer as consideration for an acquisition, compared with the number of equity securities previously in issue

Notes:

(1) Based on the unaudited ﬁ nancial statements of Ascott REIT for 1Q 2012.

(2) In relation to the Divestment only.

(3) The ﬁ gures and relative percentages for Rule 1006(b) and (c) are based on the aggregate proﬁ ts or consideration of the Divestment and Target Acquisitions.

(4) Based on the market capitalisation of Ascott REIT as of the Latest Practicable Date.

(5) Inclusive of debts of approximately $ 27.8 million on the Target Properties, the aggregate value of the consideration would be $1,075.1 million and the relative percentage would be 85.0 %.

The Transactions (excluding the Master Leases) are therefore treated as a “major transaction” under the Listing Manual. In compliance with the requirements of the Listing Manual, the Manager is seeking Unitholders’ approval for the Transactions.

38 3.25 Advice of the Independent Financial Adviser With the approval of the Independent Directors, the Manager has appointed the IFA to advise the Independent Directors in relation to the Transactions. A copy of the IFA Letter to the Independent Directors, containing its advice in full, is set out in Appendix A of this Circular and Unitholders are advised to read the IFA Letter carefully.

Having considered the factors and the assumptions set out in its letter, and subject to the qualiﬁ cations set out therein, the IFA is of the view that the Transactions are on normal commercial terms and are not prejudicial to the interests of Ascott REIT and its minority Unitholders.

The IFA is of the opinion that the Independent Directors may recommend that Unitholders vote in favour of the Resolution to be proposed at the EGM.

3.26 Directors’ Service Contracts No person is proposed to be appointed as a Director as a result of the Transactions or any other transactions contemplated in relation to the Transactions.

3.27 Pro Forma Financial Impact of the Transactions The pro forma ﬁ nancial information of the Transactions are provided in paragraph 4 of this Circular.

4. PRO FORMA FINANCIAL EFFECTS OF THE TRANSACTIONS 4.1 Certain Financial Information Relating to the Transactions The pro forma ﬁ nancial effects of the Transactions on the DPU and NAV per Unit presented below are strictly for illustrative purposes only and were prepared based on the FY2011 Audited Consolidated Financial Statements as well as the assumptions set out below.

In preparing the pro forma DPU and NAV per Unit for FY2011, certain assumptions, including but not limited to, the following general assumptions (the “General Assumptions”) have been made:

(a) $350.8 million of net proceeds will be raised from the Divestment; and

(b) the exchange rates between RMB and Singapore dollar are assumed to be as follows:

1 January Average rate for 31 December 2011 FY2011 2011 RMB 0.19822 0.19369 0.20348

4.2 Pro Forma DPU and Distribution Yield The table below sets out the pro forma ﬁ nancial effects of the Transactions on Ascott REIT’s DPU and distribution yield for FY2011, as if all the Transactions were completed on 1 January 2011.

In addition to the General Assumptions set out above, the following assumptions were made in preparing the pro forma DPU for FY2011:

(a) $303.2 million of the net proceeds are used to pay for the aggregate purchase consideration for the Target Acquisitions;

(b) net funding of $337.7 million, being additional funding of $385.3 million at an effective interest rate of 3.9% (comprising $ 100.0 million of perpetual securities and the balance to be ﬁ nanced through bank borrowings), less repayment of certain existing debts of $47.6 million at an average cost of debt of 6.9%; and

39 FY2011 Existing Portfolio Enlarged Portfolio Distributable Income ($’000) 96,166(1) 100,794 (2) Units in issue (’000) 1,129,871(3) 1,135,370 (4) DPU (cents) 8.53 8.88(5) Distribution yield (%) 8.6(6) 9.0 (6) Earnings per Unit (cents) 16.0623.25

Notes: (1) Based on the 2011 Audited Consolidated Financial Statements. (2) Includes adjustments to (i) reverse the actual property income and expenses for Somerset Grand Cairnhill Property; and (ii) reﬂ ect the property income and expenses of the Target Acquisitions based on the revised lease structure and additional borrowing costs. The pro forma property income and expenses of the New Cairnhill SR Target Property is calculated based on the Manager’s assumptions, as if the New Cairnhill SR Target Property had been fully operational since 1 January 2011. (3) Number of Units in issue as at 31 December 2011. (4) Includes adjustments to (i) exclude approximately 0.7 million Units previously issued as payment of the Manager’s fees for Somerset Grand Cairnhill Property; (ii) include approximately 4.0 million Units issued as payment of the divestment fee and acquisition fee; and (iii) include approximately 2.2 million Units issued as payment of the Manager’s fees for the Target Acquisitions. The Manager’s divestment fee and acquisition fee was assumed to be paid in Units based on an issue price of $1.22 on 1 January 2011. The Units issued as payment of the Manager’s fees were assumed to be issued at the same prices as those that were actually issued as payment for management fees for the existing properties for FY2011. (5) Assuming that the New Cairnhill SR Target Acquisition was not completed on 1 January 2011, the DPU for FY2011 would be 8.55 cents. (6) Computed based on the closing Unit price of $0.99 at 31 December 2011.

4.3 Sensitivity Analysis on Pro Forma DPU for the Enlarged Portfolio The pro forma ﬁ nancial effects of the Transactions are based on a number of key assumptions that have been outlined earlier in this Circular.

Unitholders should be aware that future events cannot be predicted with any certainty and deviations from the pro forma ﬁ nancial effects of the Transactions in this Circular are to be expected. To assist Unitholders in assessing the impact of these assumptions on the pro forma ﬁ nancial effects of the Transactions on the DPU, the sensitivity of DPU to changes in key assumptions are set out below.

The sensitivity analysis below is intended as 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 assumptions (as deﬁ ned in paragraph 4.2).

Interest Expense Changes in the interest rates of the perpetual securities and bank borrowings will affect the net proﬁ t of Ascott REIT, and consequently, the DPU. The effect of variations in the interest rates on the DPU is set out below:

DPU FY2011 50 basis points decrease in interest rate 9.05 Base case(1) 8.88 50 basis points increase in interest rate 8.71

Note:

(1) DPU as set out in paragraph 4.2.

40 4.4 Pro Forma Consolidated NAV The table below sets out the pro forma ﬁ nancial effects of the Transactions on the consolidated NAV as at 31 December 2011, as if the Transactions were completed on 31 December 2011.

In addition to the General Assumptions set out above, the following assumptions have been made in preparing the pro forma NAV as at 31 December 2011:

(a) $304.8 million of the net proceeds are used to pay for the aggregate purchase consideration for the Target Acquisitions; and

(b) net funding of $339.3 million, being additional funding of $385.3 million at an effective interest rate of 3.9% (comprising $ 100.0 million of perpetual securities and the balance to be ﬁ nanced through bank borrowings), less repayment of certain existing debts of $ 46.0 million at an average cost of debt of 6.9%.

As at 31 December 2011 Existing Portfolio Enlarged Portfolio NAV ($’000) 1,537,012(1) 1,615,572(2) Units in issue (’000) 1,129,871(3) 1,134,844(4) NAV per Unit ($) 1.361.42

Notes: (1) Based on the 2011 Audited Consolidated Financial Statements. (2) Based on Unitholders’ funds. (3) Number of Units in issue as at 31 December 2011. (4) Includes adjustments to include approximately 5.0 million Units issued as payment of the divestment fee and acquisition fee. The Manager’s divestment fee and acquisition fee was assumed to be paid in Units based on an issue price of $0.99 on 31 December 2011.

4.5 Pro Forma Capitalisation The table below sets out the pro forma capitalisation of Ascott REIT as at 31 December 2011, as if the Transactions were completed on 31 December 2011.

As at 31 December 2011 Actual As Adjusted ($’000) ($’000)

Short-term debt: Secured debt 207,879 161,915 Unsecured Debt 49,942 49,942 Finance lease 3,525 3,525 Total short-term debt 261,346 215,382

Long-term debt: Secured debt 672,444 979,169 Unsecured Debt 249,479 249,479 Finance lease 21,345 21,345 Total long-term debt 943,268 1,249,993

Total debt 1,204,614 1,465,375

Unitholders’ funds 1,537,012(1) 1,615,572 Perpetual securities(2) – 100,000 Issue expenses for perpetual securities – (600) Total Unitholders’ funds and perpetual securities 1,537,0121,714,972 Total Capitalisation 2,741,626 3,180,347 (3)

41 Note: (1) Based on the 2011 Audited Consolidated Financial Statements. (2) The Aggregate Leverage of Ascott REIT would increase from 40.8% to 43.2 % after the completion of the Transactions. In the event that perpetual securities are not issued for the New Cairnhill SR Target Acquisition, the Aggregate Leverage of Ascott REIT would be 46.2 %. (3) Assuming that the New Cairnhill SR Target Acquisition was not completed on 1 January 2011, the pro forma ﬁ nancial effect of capitalisation is $2,795.6 million and the Aggregate Leverage of Ascott REIT would be 39.2 %.

5. INTERESTS OF DIRECTORS AND SUBSTANTIAL UNITHOLDERS 5.1 Interests of Directors. The interests of the Directors in Units, as recorded in the Register of Directors’ Unitholdings as at the Latest Practicable Date, are set out below.

Direct Deemed Interest Interest Total Interest Directors No. of Units No. of Units No. of Units %

Lim Jit Poh 19,750 – 19,750 0.0017 Liew Mun Leong 1,105,927 61,000 1,166,927 0.1028 Ku Moon Lun 17,611 – 17,611 0.0016 S. Chandra Das 516,018 – 516,018 0.0455 Giam Chin Toon @ Jeremy Giam 14,562 – 14,562 0.0013 Chong Kee Hiong 815,000 200,000 1,015,000 0.0894 Lim Ming Yan 212,196 – 212,196 0.0187 Jennie Chua 120,739 – 120,739 0.0106 Wen Khai Meng 31,283 27,000 58,283 0.0051

5.2 Interests of Substantial Unitholders. The interests of the substantial Unitholders in Units, as recorded in the Register of Substantial Unitholders as at the Latest Practicable Date, are set out below.

Direct Interest Deemed Interest Total Interest Unitholders No. Of Units % No. of Units % No. of Units %

The Ascott Limited 307,592,000 27.11 248,523,024 21.90 556,115,024 49.01

Somerset Capital Pte Ltd 202,931,000 17.88 – – 202,931,000 17.88

CapitaLand Limited – – 556,115,024 49.01 556,115,024 49.01

Temasek Holdings (Private) Limited – – 569,821,373 50. 21 569,821,373 50. 21

Notes: (1) TAL is a wholly-owned subsidiary of CapitaLand. Somerset Capital Pte Ltd (“SCPL”) and the Manager are wholly - owned subsidiaries of TAL. Accordingly, CapitaLand is deemed through its interest in TAL, SCPL and the Manager to have an interest in their aggregate holdings of 556,115,024 units of Ascott REIT by virtue of Section 7 of the Companies Act, Chapter 50 of Singapore (the “Companies Act”). (2) By virtue of Section 7 of the Companies Act, Temasek Holdings (Private) Limited (“Temasek”) is deemed to have an interest in 569,821,373 units in Ascott REIT in which its associated companies have or are deemed to have an interest. Temasek is wholly owned by the Minister for Finance.

5.3 Interests of Directors and Controlling Unitholders Save as disclosed in the Circular, none of the Directors and Controlling Unitholders has any interest, direct or indirect, in relation to the Transactions, other than through their respective shareholdings in Ascott REIT.

42 6. RECOMMENDATIONS The Transactions Based on the opinion of the IFA (as set out in the IFA Letter in Appendix A of this Circular) and the rationale for and beneﬁ ts of the Transactions as set out in paragraph 1.2 above, the Independent Directors, having reviewed the opinion of the Audit Committee, believe that the Transactions are on normal commercial terms and would not be prejudicial to the interests of Ascott REIT and its minority Unitholders.

Accordingly, the Independent Directors recommend that Unitholders vote at the EGM in favour of the Resolution.

7. EXTRAORDINARY GENERAL MEETING The EGM will be held at 9.30 a.m. on 2 7 July 2012 for the purpose of considering and, if thought ﬁ t, passing with or without modiﬁ cation, the Resolution (which shall be approved by way of a poll) set out in the Notice of EGM, which is set out on pages C-1 to C-2 of this Circular.

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

8. PROHIBITION ON VOTING Rule 919 of the Listing Manual prohibits interested persons and their associates (as deﬁ ned in the Listing Manual) from voting on a resolution in relation to a matter in respect of which such persons are interested in at the EGM.

Given that the Somerset Grand Cairnhill Property will be divested to TAL and/or its affi liates and the Target Properties will be acquired from TAL and/or its affi liates and the Master Leases will be entered into with TAL and/or its affi liates, each of TAL, Somerset Capital Pte Ltd and the Manager, being wholly-owned subsidiaries of CapitaLand, will abstain from voting at the EGM on the Resolution.

As TAL, Somerset Capital Pte Ltd and the Manager, being Interested Persons, are required to abstain from voting on the Resolution at the EGM in respect of the Transactions, each of Messrs Liew Mun Leong, Chong Kee Hiong, Lim Ming Yan, Jennie Chua and Wen Khai Meng being directors of both the Manager and TAL, have, for the respective reasons set out above, abstained from making any recommendation to Unitholders on the Transactions. The Interested Persons, representing an aggregate unitholding of approximately 558,688,169 units and 49.2% of the total Units of Ascott REIT, will also abstain from voting on the Resolution to be tabled at the EGM for the approval of the Transactions. As such, they will decline to accept appointment as proxies for Unitholders at the EGM unless the Unitholder concerned (being an independent Unitholder) shall have given speciﬁ c instructions in his proxy form as to the manner in which his vote is to be cast in respect of the Resolution.

9. ACTION TO BE TAKEN BY UNITHOLDERS You will ﬁ nd 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 registered offi ce of Ascott REIT’s Unit Registrar, Boardroom Corporate & Advisory Services Pte. Ltd., 50 Raffl es Place, #32-01 Singapore Land Tower, Singapore 048623 not later than 9.30 a.m. on 2 5 July 2012 , being 48 hours before the time fi xed for the EGM. The completion and return of the Proxy Form by a Unitholder will not prevent him from attending and voting in person 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 speciﬁ c instructions in his Proxy Form as to the manner in which his votes are to be cast in respect of such resolutions.

43 10. DIRECTORS’ RESPONSIBILITY STATEMENTS The Directors collectively and individually accept full responsibility for the accuracy of the information given in this Circular and conﬁ rm after making all reasonable enquiries, that to the best of their knowledge and belief, this Circular constitutes full and true disclosure of all material facts about the Transactions, the Company and its subsidiaries, and the Directors are not aware of any facts the omission of which would make any statement in this Circular misleading. Where information in the Circular has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from those sources and/ or reproduced in the Circular in its proper form and context.

11. CONSENTS Each of the IFA and the Independent Valuers has given and has not withdrawn its written consent to the issue of this Circular with the inclusion of its name and, respectively, the IFA Letter, the Summary Valuation Certiﬁ cates and all references thereto, in the form and context in which they are included in this Circular.

12. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents are available for inspection during normal business hours(11) at the registered ofﬁ ce of the Manager at 8 Shenton Way #13-01, AXA Tower, Singapore 068811 from the date of this Circular up to and including the date falling three months after the date of this Circular:

(i) the Somerset Grand Cairnhill Property Put & Call Option Agreement;

(ii) the Sale and Purchase Agreements;

(iii) the New Cairnhill SR Target Property Put & Call Option Agreement;

(iv) the IFA Letter;

(v) the full valuation reports of the Somerset Grand Cairnhill Property and the Target Properties;

(vi) the 2011 Audited Consolidated Financial Statements; and

(vii) the written consents of each of the IFA and the Independent Valuers.

13. UNITHOLDERS’ HELPLINE If you have any questions, please contact us using the following Unitholders’ helpline: Telephone: +65 6389 9333 or email us at [email protected] (9 July 2012 to 8 August 2012)

Time: Between 10:00 a.m. and 5:00 p.m. Monday to Friday (excluding public holidays)

Yours faithfully Ascott Residence Trust Management Limited (as manager of Ascott Residence Trust)

Lim Jit Poh Chairman

11 Prior appointment would be appreciated.

44 APPENDIX A

INDEPENDENT FINANCIAL ADVISER’S LETTER

DELOITTE & TOUCHE CORPORATE FINANCE PTE LTD (Incorporated in the Republic of Singapore) Company Registration Number: 200200144N

9 July 2012

The Independent Directors of Ascott Residence Trust Management Limited As Manager of Ascott REIT 8 Shenton Way #13-01, AXA Tower Singapore 068811

Dear Sirs

THE PROPOSED TRANSACTIONS COMPRISING THE DIVESTMENT OF SOMERSET GRAND CAIRNHILL PROPERTY, THE ASCOTT RAFFLES PLACE TARGET ACQUISITION, THE ASCOTT GUANGZHOU TARGET ACQUISITION AND THE NEW CAIRNHILL SR TARGET ACQUISITION

For the purpose of this letter, capitalised terms not otherwise deﬁ ned shall have the meaning given to them in the circular dated 9 July 2012 to the unitholders of Ascott REIT (the “Circular”).

1. INTRODUCTION Ascott REIT is a real estate investment trust listed on the Main Board of the Singapore Stock Exchange Securities Trading Limited (“SGX-ST”) since March 2006. It has been established to own and invest in quality income-generating serviced residences and rental housing properties. As at 31 March 2012, Ascott REIT’s portfolio comprises 66 properties with approximately 6,724 Apartment Units in 24 cities across 12 countries with an asset value of $ 2.8 billion. In accordance with the terms of the Trust Deed and the announcement to the SGX-ST dated 9 July 2012, Ascott REIT’s investment mandate will be expanded to encompass real estate and real estate-related assets which are income-producing and which are used or predominantly used as serviced residences, rental housing properties and other hospitality assets with effect from 8 August 2012.

The Trustee has entered into or proposes to enter into agreements with The Ascott Limited (“TAL”) and/or its afﬁ liates with respect to the following Transactions:

A) The Divestment The divestment by Ascott REIT of the Somerset Grand Cairnhill Property to TAL and/or its afﬁ liates for a sale consideration of $359.0 million.

B) The Target Acquisitions The acquisition by Ascott REIT from TAL and/or its afﬁ liates of:

(i) the Ascott Rafﬂ es Place Target Property for a purchase consideration of $220.0 million;

A-1 (ii) the Ascott Guangzhou Target Property through the acquisition of a 100.0% interest in Hong Kong Yong Zheng (which owns through its wholly-owned subsidiary, Guangzhou Hai Yi, a 100.0% interest in the Ascott Guangzhou Target Property) for a purchase consideration, which is subject to adjustments as at completion, of HKD392.0 million (equivalent to approximately $ 63.3 million), based on the agreed value of the Ascott Guangzhou Target Property of RMB431.0 million; and

C) The Master Leases Upon completion of the Ascott Rafﬂ es Place Target Acquisition and the delivery of the New Cairnhill SR Target Property, Ascott REIT will enter into separate Master Leases for the management of each of the properties by ASRP and TAL and/or its subsidiary respectively. The Ascott Guangzhou Target Property will continue to be managed by APMS under the Pre-Existing SR Management Agreement.

The Transactions are inter-conditional. All the Target Acquisitions (excluding the New Cairnhill SR Target Property which is expected to be delivered only in 3Q 2017 after the Somerset Grand Cairnhill Property is redeveloped) and the Divestment will be completed simultaneously.

As at the Latest Practicable Date, TAL held an aggregate direct and deemed interest in 556 ,115 ,024 units in Ascott REIT, equivalent to approximately 49.0% of the total number of units in issue. TAL is therefore regarded as a Controlling Unitholder of Ascott REIT. As such, the Transactions will constitute Interested Person Transactions under Chapter 9 of the Listing Manual as well as Interested Party Transactions under paragraph 5 of the Property Funds Appendix.

As the aggregate consideration for the Divestment, the Target Acquisitions and the Master Leases exceeds 5.0% of the latest audited net tangible assets and net asset value of Ascott REIT of $1,537.0 million as at 31 December 2011, the Manager is seeking the approval of the Unitholders for the Divestment, the Target Acquisitions and the Master Leases.

2. TERMS OF REFERENCE We have been appointed as the independent ﬁ nancial adviser (“IFA”) to the Independent Directors to advise them as to whether the Transactions are on normal commercial terms and are not prejudicial to the interests of Ascott REIT and its minority Unitholders. This letter, which sets out our evaluation for the Independent Directors in respect of our engagement, is an integral part of the Circular.

We were neither a party to the negotiations entered into in relation to the Transactions, nor were we involved in the deliberations leading up to the decision on the part of the Directors to enter into these transactions or arrangements.

We do not, by this letter or otherwise, advise or form any judgement on the strategic or commercial merits or risks of the Transactions. All such evaluations, advice, judgements or comments remain the sole responsibility of the Directors and their advis ers. 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 Ascott REIT. We do not express any view as to the price at which the Units may trade upon completion of the Transactions nor on the future value, ﬁ nancial performance or condition of Ascott REIT after the Transactions.

A-2 It is also not within our terms of reference to compare the merits of the Transactions to any alternative transactions that were or may have been available to Ascott REIT. Such comparison and consideration remain the responsibility of the Directors, the Manager and their advisers.

In the course of our evaluation, we have held discussions with the CEO and management of the Manager and have considered the information contained in the Circular, publicly available information collated by us as well as information, both written and verbal, provided to us by the Manager. We have relied upon and assumed the accuracy of the relevant information, both written and verbal, provided to us by the aforesaid parties and have not independently veriﬁ ed such information, whether written or verbal, and accordingly cannot and do not warrant, and do not accept any responsibility for the accuracy, completeness and adequacy of such information. We have not independently veriﬁ ed and 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 exercised our judgement on the reasonable use of 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 Ascott REIT or the Transactions. We have been furnished with the valuation reports for the Target Properties and the Somerset Grand Cairnhill Property 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 the Target Properties and the Somerset Grand Cairnhill Property 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 re-afﬁ rm 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 Transactions which may be released by the Manager after the Latest Practicable Date.

The Manager has been separately advised by its own legal advis er 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 veriﬁ cation 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 for this letter.

Our opinion in relation to the Transactions as set out in paragraph 8 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 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.

We have not had regard to the general or specifi c investment objectives, fi nancial situation, tax position, risk profi les 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 specifi c advice in relation to his or her specifi c investment objectives or portfolio should consult his or her stockbroker, bank manager, solicitor, accountant, tax adviser or other professional advisers.

A-3 3. THE ACQUISITIONS OF THE ASCOTT RAFFLES PLACE TARGET PROPERTY AND THE ASCOTT GUANGZHOU TARGET PROPERTY 3.1. The Ascott Raffl es Place Target Property The Ascott Raffl es Place Target Property is located at the heart of Singapore’s fi nancial district and opposite to the Marina Bay Financial Centre.

The property is a 20-storey premier serviced residence operating under a hotel licence and comprises 146 fully furnished Apartment Units ranging from studio to two-bedroom layouts. The property facilities include meeting rooms, inﬁ nity swimming pool, jacuzzi, fully equipped gymnasium, residents’ lounge and a restaurant. The property, which is gazetted as a conservation building, has won the URA Architectural Heritage Award for its carefully preserved 1950s heritage features and transformation into a ﬂ agship premier serviced residence. The property has also won the Green Mark Award by the Building and Construction Authority, highlighting its excellent green standards.

A detailed description of the property is set out in paragraph 3.9 of the Letter to Unitholders in the Circular. The table below sets out a summary of selected information on the property.

Title Leasehold estate of 999 years commencing from 1 January 1892 and 1 January 1894 and an estate in perpetuity Zoning Commercial GFA 15,694 sq m Number of Apartment Units 146

The Ascott Rafﬂ es Place Target Property is presently owned by ASRP, a wholly-owned, indirect subsidiary of TAL. Ascott REIT proposes to acquire a direct ownership of the Ascott Rafﬂ es Place Target Property from ASRP for a purchase consideration of $220.0 million by way of a sale and purchase agreement. The principal terms of this conditional agreement are set out in paragraph 3.14 of the Letter to Unitholders in the Circular.

The principal terms of the Master Lease in relation to the Ascott Raffl es Place Target Property are set out in paragraph 3.15 of the Letter to Unitholders in the Circular. The rent payable to the Trustee will be the aggregate of (i) a fi xed lease rental component amounting to $7,150,000 per annum and (ii) a variable lease rental component amounting to 85.0% of the NOI of the Ascott Raffl es Place Target Property.

Unitholders are advised to read the paragraphs referenced above in the Letter to Unitholders carefully.

3.2. The Ascott Guangzhou Target Property The Ascott Guangzhou Target Property is strategically located within the Tianhe District. The property is approximately 5 minutes away from the Guangzhou East Railway Station, CITIC Plaza, TeeMall, and Tianhe Sports Stadium. Comprising 208 fully furnished Apartment Units ranging from one-bedroom to three-bedroom layouts, the property offers guests facilities including fully equipped gymnasium, outdoor swimming pool, sauna, steam room, business centres and meeting rooms.

A detailed description of the property is set out in paragraph 3.10 of the Circular. The table below sets out a summary of selected information on the property.

Title Leasehold estate of 70 years commencing from 27 December 2004 Zoning Residential GFA 19,797 sq m Number of Apartment Units 208

A-4 Ascott REIT proposes to acquire a 100.0% indirect interest in the Ascott Guangzhou Target Property through the acquisition of 100.0% of the issued shares of Hong Kong Yong Zheng from the Ascott Guangzhou Vendors. Hong Kong Yong Zheng owns a 100.0% indirect interest in the Ascott Guangzhou Target Property through its wholly-owned subsidiary, Guangzhou Hai Yi. Purchase consideration for this acquisition shall be HKD392.0 million (equivalent to approximately $63.3 million), based on agreed value of the Ascott Guangzhou Target Property of RMB 431.0 million.

The principal terms of the Ascott Guangzhou Target Acquisition are set out in paragraph 3.16 of the Letter to Unitholders in the Circular.

Unitholders are advised to read the paragraphs referenced above in the Letter to Unitholders carefully.

4. THE DIVESTMENT AND THE NEW CAIRNHILL SR TARGET ACQUISITION 4.1. The Somerset Grand Cairnhill Property Located at Cairnhill in Orchard Road in Singapore, the Somerset Grand Cairnhill Property is a 32-storey building with an 8-storey podium accommodating a mosque, carparks and retail/ entertainment /ofﬁ ce units. It also houses a 24-storey tower which accommodates the serviced residence units.

A detailed description of the property is set out in paragraph 3.2 of the Letter to Unitholders in the Circular. The table below sets out a summary of selected information on the property.

Title Leasehold estate of 99 years commencing from 11 June 1983 GFA 32,954 sq m

The Somerset Grand Cairnhill Property is held directly by Ascott REIT. Ascott REIT is proposing to divest its 100.0% effective interest in the Somerset Grand Cairnhill Property to TAL and/or its afﬁ liates for a cash sale consideration of $359.0 million.

The principal terms of the Somerset Grand Cairnhill Property Put & Call Option Agreement in relation to the Somerset Grand Cairnhill Property are set out in paragraph 3.5 of the Letter to Unitholders in the Circular.

Unitholders are advised to read the paragraphs referenced above in the Letter to Unitholders carefully.

4.2. The New Cairnhill SR Target Property The New Cairnhill SR Target Property is strategically located in the heart of Orchard Road, Singapore’s renowned shopping belt and is within walking distance to the Somerset MRT Station.

As part of an integrated development, the New Cairnhill SR Target Property shall comprise 371 (1) fully furnished Apartment Units ranging from studio to two-bedroom layouts. The property offers guests with facilities including fully equipped gymnasium, swimming pool, business centre and residents’ lounge.

A detailed description of the property is paragraph 3.11 of the Circular. The table below sets out a summary of selected information on the property.

Title Fresh leasehold estate of 99 years commencing from the effective date of the lease extension Zoning Commercial & Residential Allowable GFA 17,333 sq m Number of Apartment Units371 (1)

1 Expected number of units based on the current development plan and subject to such adjustments as may be agreed between the parties.

A-5 Upon completion of the Divestment, the Cairnhill Development will be owned by TAL and/or its affi liates(2) . Under the New Cairnhill SR Target Property Put & Call Option Agreement (subject to the fulfi llment of all conditions precedent therein), Ascott REIT shall have the right to acquire, and TAL and/or its affi liates shall have the right to sell to Ascott REIT, the New Cairnhill SR Target Property for a purchase consideration of $405.0 million.

The principal terms of the Put & Call Option Agreement in relation to the New Cairnhill SR Target Property are set out in paragraph 3.18 of the Letter to Unitholders in the Circular.

Following the delivery of the New Cairnhill SR Target Property, Ascott REIT will enter into the New Cairnhill SR Target Property Master Lease with TAL and/or its subsidiary. The principal terms of the Master Lease in relation to the New Cairnhill SR Target Property are set out in paragraph 3.19 of the Letter to Unitholders in the Circular. The rent payable to the Trustee will be the aggregate of (i) a ﬁ xed lease rental component amounting to $13,162,500 per annum and (ii) a variable lease rental component amounting to 85.0% of the NOI of the New Cairnhill SR Target Property.

Unitholders are advised to read the paragraphs referenced above in the Letter to Unitholders carefully.

5. EVALUATION OF THE ASCOTT RAFFLES PLACE TARGET ACQUISITION AND THE ASCOTT GUANGZHOU TARGET ACQUISITION In our evaluation, from a ﬁ nancial point of view, as to whether the terms of the Ascott Rafﬂ es Place Target Acquisition and the Ascott Guangzhou Target Acquisition are on normal commercial terms and are not prejudicial to the interests of Ascott REIT and its minority Unitholders, we have given due consideration to the following factors:

(a) The Rationale for and the Beneﬁ ts of the Ascott Rafﬂ es Place Target Acquisition and the Ascott Guangzhou Target Acquisition;

(b) The Independent Valuations of the Ascott Rafﬂ es Place Target Property and the Ascott Guangzhou Target Property;

(d) Comparison with Selected Serviced Residence Properties; and

(e) The Pro Forma Financial Effects of the Transactions.

5.1. The Rationale for and the Benefi ts of These Acquisitions The Manager’s view of the rationale for and the benefi ts of the Transactions is set out in paragraph 1.2 of the Letter to Unitholders in the Circular. We have reproduced below excerpts of this section in respect of the Ascott Raffl es Place Target Acquisition and the Ascott Guangzhou Target Acquisition:

“Yield accretive Transactions

The Manager expects that the Transactions will enhance the DPU to Unitholders. The Transactions are expected, on a pro forma basis, to contribute an additional annual EBITDA of $ 17.7 million and increase the distributable income by $4.6 million for FY2011, translating to an increase in pro forma DPU by 0.35 cents or 4.1 %. The Transactions (excluding the New Cairnhill SR Target Property expected to be delivered in 3Q 2017) are also yield accretive.

Increase in NAV per Unit

The Transactions are expected to increase the pro forma NAV per Unit of the Enlarged Portfolio to $1.42 per Unit, representing an increase of 4. 4% against the NAV per Unit of the Existing Portfolio as at 31 December 2011.

2 CH Commercial Pte. Ltd. and CH Residential Pte. Ltd., both wholly-owned indirect subsidiaries of CapitaLand, established pursuant to a joint venture between TAL and CapitaLand Residential Singapore Pte Ltd.

A-6 Replace the loss of EBITDA contribution from the Divestment

The Ascott Rafﬂ es Place Target Acquisition and the Ascott Guangzhou Target Acquisition enable Ascott REIT to immediately replace the loss of EBITDA contribution from the Divestment.

Lower gearing before the completion of the New Cairnhill SR Target Acquisition

Immediately upon completion of the Divestment, the Ascott Rafﬂ es Place Target Acquisition and the Ascott Guangzhou Target Acquisition, Ascott REIT’s gearing, on a pro forma basis, would be reduced to 39. 2% from 40.8% as at 31 December 2011. Following the delivery of the New Cairnhill SR Target Property in 3Q 2017, Ascott REIT’s gearing, on a pro forma basis, would be increased to 43.2% . The New Cairnhill SR Target Acquisition is expected to be funded from the proceeds of the Divestment, debt ﬁ nancing and/or the issuance of perpetual securities. Please see section 4.5 of this Circular for further information on the effect of the Transactions on capitalisation and gearing of Ascott REIT.

Good opportunity to acquire strategically located assets and expansion of its foot print into a new city

The total asset value of the Target Acquisitions is approximately $ 0.7 billion. They present Ascott REIT with a good opportunity to acquire strategically located quality assets and will strengthen Ascott REIT’s presence in the growing markets of China and Singapore.

The Master Leases provide Ascott REIT with a long term income stream certainty

The entry by Ascott REIT into the long-term Master Leases in two out of three of the Target Properties is expected to increase the income stability of Ascott REIT. The Master Leases of at least ﬁ v e years will enable Ascott REIT to enjoy long-term income stream certainty.

In connection with the Ascott Rafﬂ es Place Target Property Master Lease and the New Cairnhill SR Target Property Master Lease, TAL will:

(b) guarantee the due payment to the Trustee of payment of rent and other charges, fees, amounts as set forth in the Master Leases.

Broadening earnings base with increase in portfolio scale and improving stability from overall diversiﬁ cation of portfolio

The Target Acquisitions will broaden Ascott REIT’s earning base and improve the stability of Ascott REIT’s overall portfolio. The absolute size of Ascott REIT’s asset base will be increased by 17.9 % from $ 2.8 billion to $ 3.3 billion, thereby raising the proﬁ le of Ascott REIT among global investors.

A-7 Increase in number of Apartment Units

Notwithstanding the Divestment, Ascott REIT’s portfolio will increase by 208 Apartment Units through the Ascott Rafﬂ es Place Target Acquisition and Ascott Guangzhou Target Acquisition, both completing in 2012, and by a further 371(3) Apartments Units upon the expected delivery of the New Cairnhill SR Target Property in 3Q 2017.”

5.2. The Independent Valuations of the Ascott Raffl es Place Target Property and the Ascott Guangzhou Target Property The Trustee has commissioned an independent property valuer (that is, HVS) and TAL has commissioned another independent property valuer (that is, Colliers) to value the Ascott Raffl es Place Target Property and the Ascott Guangzhou Target Property. The valuation certifi cates of the Independent Valuers are attached as Appendix B of the Circular.

The appraised values ascribed by the Independent Valuers in respect of these Target Properties are summarised in the table below:

Appraised Value Agreed Property HVS Colliers Consideration Ascott Rafﬂ es Place Target Property $ 220.0 million $220.0 million $220.0 million Ascott Guangzhou Target Property RMB430.0 million RMB 432.0 million RMB 431.0(1) million $ 85.5 million $ 85.9 million $ 85.7 million

Note: (1) Agreed value used to determine purchase consideration.

The key points we highlight in respect of the Independent Valuations prepared are as follows:

(i) Both Independent Valuers have used “Market Value” as their basis of valuation. Market Value means the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion. Further, we note that the deﬁ nitions of such basis are broadly consistent between the Independent Valuers;

(ii) The dates for which the valuations have been prepared are both 15 May 2012;

(iii) HVS arrived at its appraised value for these Target Properties using discounted cash ﬂ ow (“DCF”) analysis;

(iv) Colliers arrived at its appraised value for the Ascott Rafﬂ es Place Target Property and the Ascott Guangzhou Target Property using DCF analysis as its primary method. The sales comparison analysis was also used;

(v) When arriving at their appraised values, both Independent Valuers have taken into account the arrangement under the Master Lease for the Ascott Rafﬂ es Place Target Property and the arrangement under the Pre-Existing SR Management Agreement of the Ascott Guangzhou Target Property; and

(vi) The DCF analysis of the Independent Valuers takes into account assumptions in respect of, inter alia, occupancy rates, average daily unit rates, gross operating margins, property tax, property insurance, capital expenditure, discount rates, terminal yields and the cash ﬂ ows arising under the master leases. Further, the operating assumptions for these Target Properties take into account the historical and existing ﬁ nancial performance of these properties. We have made reasonable enquiries and have exercised our professional judgement in reviewing the information contained in the valuation reports. In our review, we found the information contained in respect of the operating assumptions to be reasonable.

3 Expected number of units based on the current development plan and subject to such adjustments as may be agreed between the parties.

A-8 The agreed consideration for the Ascott Rafﬂ es Place Target Property of $220.0 million is equal to the appraised values ascribed by both Independent Valuers. The agreed consideration for the Ascott Guangzhou Target Property of RMB 431.0 million is equal to the average of the appraised value ascribed by HVS and Colliers.

5.3. Comparison of Capitalisation and Discount Rates We set out below a comparison of the terminal capitalisation rates and discount rates used by the Independent Valuers in their valuations of the Ascott Rafﬂ es Place Target Property and the Ascott Guangzhou Target Property with the terminal capitalisation and discount rates used in the latest independent valuation of the portfolio properties owned by Ascott REIT in Singapore (the “Existing Singapore Properties”) and China (the “Existing China Properties”).

Terminal Capitalisation Description of Properties Discount Rate Rates (%) (%)

Ascott Rafﬂ es Place Target Property 7.00 4.25 - 4.50 Existing Singapore Properties(1) 6.75(3) 4.75(3)

Ascott Guangzhou Target Property 7.00 - 8.00 5.00 - 5.25 Existing China Properties(2) 8.50 - 9.00(3) 5.50 - 6.00(3)

Notes: (1) Based on assumptions used in the valuations of Somerset Grand Cairnhill, Somerset Liang Court and Citadines Mount Sophia by HVS as at 30 June 2011.

(2) Based on assumptions used in the valuations of Somerset Grand Fortune Garden Property, Somerset Xu Hui and Somerset Olympic Tower Property by HVS as at 30 June 2011.

(3) The discount rates and terminal capitalisation rates used have been provided by the Manager.

We note that the terminal capitalisation rates and discount rates used by the Independent Valuers in their valuations of the Ascott Rafﬂ es Place Target Property are broadly in line with those used in the most recent valuations of the Existing Singapore Properties.

We note that the terminal capitalisation rates and discount rates used by the Independent Valuers in their valuations of the Ascott Guangzhou Target Property are between 100 to 150 basis points lower than those used in the most recent valuations of the Existing China Properties. We understand that these differences are largely attributable to a number of factors including, inter alia, the positioning of the subject property, the length of the outstanding land lease tenure (for example, the Ascott Guangzhou Target Property has a remaining lease term of 62 years as compared 50 to 56 years for the Existing China Properties) and the respective locations of the properties.

Any such comparison can serve as an illustrative guide only and must be caveated by the knowledge that the Ascott Rafﬂ es Place Target Property and the Ascott Guangzhou Target Property differ from the Existing Singapore Properties and the Existing China Properties in many aspects, such as location, accessibility, proﬁ le, proximity to major venues and/or attractions, outstanding lease tenure and other relevant factors.

5.4. Comparison with Selected Serviced Residence Properties We have compiled information in respect of valuations of selected serviced residences in Singapore and China (the “Comparable Serviced Residence Properties”) in order to provide benchmarks for the EBITDA yield and values per Apartment Unit by the agreed consideration for the Ascott Rafﬂ es Place Target Property and the Ascott Guangzhou Target Property. EBITDA yield is computed as the EBITDA divided by the property valuation. It is a common benchmark used for the purpose of the analysis of valuations of such properties.

A-9 There are few such valuations in the public domain. As such, any such benchmarking exercise can serve as an illustrative guide only and must be caveated by the knowledge that the Ascott Rafﬂ es Place Target Property and the Ascott Guangzhou Target Property differ from the Comparable Serviced Residence Properties in many aspects, such as location, accessibility, proﬁ le, proximity to major venues and/or attractions, outstanding lease tenure and other relevant factors.

In respect of the Ascott Rafﬂ es Place Target Property:

Number Average Value/ Years To Of Apartment Apartment Valuation Valuation Expiry EBITDA Apartment Unit Size Unit Property Name Address Date ($ million) (years) Yield(1) Units (sq m) ($’000) Ascott Rafﬂ es Finlayson May-12 220.0 881(2) 4.0 % 146 71 1,507 Place Target Green Property Properties owned by Ascott REIT Somerset Grand Cairnhill Dec-11 271.9 70 146 128 1,862 Cairnhill Road Somerset Liang River Valley Dec-11 208.9 65 197 86 1,060 5.0%(3) Court Road Citadines Mount Wilkie Dec-11 132.4 93 154 46 860 Sophia Road Properties owned by Third Parties Parkroyal Serviced Beach Dec-11 77.4 55 N.A.(4) 90 68 860 Suites SG Road Pan Paciﬁ c Somerset Dec-11 143.0 Freehold N.A.(4) 126 70 1,135 Serviced Road Suites SG High 1,862 Low 860 Median 1,060

Source: REIT or company ﬁ lings and circulars to unitholders or shareholders

Notes: (1) EBITDA yield of Comparable Serviced Residence Properties is calculated based on the EBITDA for their latest ﬁ nancial year divided by the latest market value . The Existing Singapore Properties are not subject to Master Lease arrangements. EBITDA yield for Ascott Rafﬂ es Place Target Property is calculated based on the aggregated EBITDA for FY2011 as represented by the Master Lease divided by the agreed purchase consideration.

(2) Leasehold estate of 999 years commencing from 1 January 1892 and 1 January 1894 and an estate in perpetuity.

(3) Blended yield based on aggregated EBITDA of the Ascott REIT Existing Singapore Properties for ﬁ nancial year ended 31 December 2011. For Somerset Grand Cairnhill Property, the valuation used in this case is $271.9 million.

(4) N.A. denotes Not Available.

Based on the table above, we note the following:

(i) The EBITDA yield of the Ascott Raffl es Place Target Property is lower than that of the Existing Singapore Properties. A number of factors explain this difference including, inter alia, the positioning of the subject property, the effi ciency of its layout, the length of the outstanding land lease tenure and the impact of its location at the heart of Singapore’s fi nancial district. We note however that, at such a yield and given the expected future performance of the property, the acquisition is expected to yield a return that is in line with the Existing Singapore Properties; and

A-10 (ii) The value per Apartment Unit of the Ascott Rafﬂ es Place Target Property of $1.5 million is within the range of values per Apartment Unit for the Comparable Serviced Residence Properties.

In respect of the Ascott Guangzhou Target Property:

Number Average Value/ Years To Of Apartment Apartment Valuation Valuation Expiry EBITDA Apartment Unit Size Unit Property NameLocation Date ($ million) (years) Yield(1) Units (sq m) ($’000) Ascott Guangzhou Guangzhou May-12 85.7 62 4.8 % 208 89 413 Target Property Properties owned by Ascott REIT Somerset Grand Beijing Dec-11 46.5 57 81 196 574 Fortune Garden Property 4.5%(2) Somerset Xu HuiShanghai Dec-11 52.9 54 167 107 317 Somerset Olympic Tianjin Dec-11 70.2 51 185 135 379 Tower Property Properties owned by Third Party Oriental Plaza Beijing Dec-11 460.0 37 3.1%(3) 613 132 750 (The Tower Apartments) High 750 Low 317 Median 477

Source: REIT or company ﬁ lings and circulars to unitholders or shareholders

Notes: (1) EBITDA yield of Comparable Serviced Residence Properties is calculated based on the EBITDA for their latest ﬁ nancial year divided by the market value. EBITDA yield for Ascott Guangzhou Target Property is calculated based on the adjusted EBITDA for FY2011.

(2) Blended yield based on aggregated EBITDA of the Ascott REIT Existing China Properties for ﬁ nancial year ended 31 December 2011.

(3) The estimated net property yield disclosed in the annual report of Hui Xian REIT for ﬁ nancial year ended 31 December 2011.

Based on the table above, we note the following:

(i) The EBITDA yield of the Ascott Guangzhou Target Property is comparable to that of the Existing China Properties and is higher than that of Oriental Plaza; and

(ii) The value per Apartment Unit of the Ascott Guangzhou Target Property of $0.4 million is within the range of values per Apartment Unit for the Comparable Serviced Residence Properties.

5.5. Pro Forma Financial Effects of the Transactions The pro forma impact of the Transactions is set out in paragraph 4 of the Letter to Unitholders in the Circular. Based on the information set out, we note the following:

(i) The pro forma DPU increases by 0.35 cents (or approximately 4.1%) following the completion of the Transactions;

(ii) The pro forma NAV per Unit increases by $ 0.06 (or approximately 4.4 %) following the completion of the Transactions;

A-11 (iii) The total debt of Ascott REIT is projected to increase from $1,204.6 million to $ 1,465.4 million and total unitholders’ funds of Ascott REIT shall increase from $1,537.0 million to $ 1,615.6 million; and

(iv) The Transactions taken as a whole increase Ascott REIT’s Aggregate Leverage from 40.8% to 43.2 %.

6. EVALUATION OF THE DIVESTMENT AND THE NEW CAIRNHILL SR TARGET ACQUISITION In our evaluation, of whether the terms of the Divestment and the New Cairnhill SR Target Acquisition are based on normal commercial terms and are not prejudicial to the interests of Ascott REIT and its minority Unitholders, we have given due consideration to the following factors:

(1) The Rationale for and the Beneﬁ ts of the Divestment and the New Cairnhill SR Target Acquisition;

(2) The Independent Valuations of the Somerset Grand Cairnhill Property and the New Cairnhill SR Target Property;

(3) Comparison with Selected Transactions and Service Residence Properties; and

(4) Pro Forma Financial Effects of the Transactions.

6.1. The Rationale for and the Beneﬁ ts of the Divestment and the New Cairnhill SR Target Acquisition The Manager’s view of the rationale for and the beneﬁ ts of the Transactions is set out in paragraph 1.2 of the Letter to Unitholders in the Circular. We have reproduced below excerpts of this section in respect of the Divestment and the New Cairnhill SR Target Acquisition:

“Yield accretive Transactions

Increase in NAV per Unit

The Transactions are expected to increase the pro forma NAV per Unit of the Enlarged Portfolio to $1.42 per Unit, representing an increase of 4. 4% against the NAV per unit of the Existing Portfolio as at 31 December 2011.

Lower gearing before the completion of the New Cairnhill SR Target Acquisition

A-12 The Divestment will unlock value in an asset which has reached its optimal stage in its life cycle so that capital may be realised immediately and re-invested in the acquisition of the Ascott Rafﬂ es Place Target Property and the Ascott Guangzhou Target Property

The OPP( 4) from the Urban Redevelopment Authority (“URA”) was granted in respect of the Somerset Grand Cairnhill Property. The OPP, which allows the site to be redeveloped into an integrated development consisting of 40.0% hotel use and 60.0% residential use, has signifi cantly increased its value due to rezoning and intensifi cation of the GFA. As Ascott REIT is not permitted under the Property Funds Appendix to undertake the development on its own in accordance with the terms of the OPP and the property has reached its optimal stage in its life cycle, the Manager is of the view that the property is suitable for divestment in order to unlock the enhanced value of the property. The Divestment is part of a bundled transaction with TAL and/or its affi liates which will allow Ascott REIT to unlock the enhanced value in the Somerset Grand Cairnhill Property and acquire two additional properties (Ascott Raffl es Place Target Property and Ascott Guangzhou Target Property) whilst retaining its presence in the heart of Orchard Road (through the acquisition of the New Cairnhill SR Target Property).

The divestment of the Somerset Grand Cairnhill Property is for a sale consideration which is 32.0% above the last valuation and at an implied exit EBITDA yield at 3.8% . This would allow Ascott REIT to unlock value in an asset which has reached its optimal stage in its life cycle so that capital may be realised to immediately re-invest the net proceeds of $ 350.8 million to acquire the Ascott Raffl es Place Target Property and the Ascott Guangzhou Target Property, of aggregate amount $ 283.3 million, at an expected EBITDA yield of 4.1 % and 5.0 % respectively. No equity needs to be raised for the Ascott Raffl es Place Target Acquisition and the Ascott Guangzhou Target Acquisition. The New Cairnhill SR Target Acquisition is expected to be funded from the proceeds of the Divestment, debt fi nancing and/or the issuance of perpetual securities.

Retention of a quality property and a presence in a prime location which appeals to both business and leisure market segments

The GFA of the New Cairnhill SR Target Property is approximately 17,333 sq m, being 40.0% of the GFA for the Cairnhill Development. The remaining 60.0% of GFA for the Cairnhill Development is expected to comprise residential units for sale. Apart from being a brand new property (the Somerset Grand Cairnhill Property was built in 1989), the New Cairnhill SR Target Property represents an increase in the number of Apartment Units (from 146 to 371(5)) and a longer lease term (from 70 years to 99 years) as compared to the Somerset Grand Cairnhill Property.

The New Cairnhill SR Target Property will operate under a hotel licence enabling it to attract both short stay leisure travellers and long stay business executives.

Good opportunity to acquire strategically located assets with expansion of its foot print into a new city

4 Outline Planning Permission was granted on 9 June 2011 and Provisional Permission was granted on 31 August 2011. 5 Expected number of units based on the current development plan and subject to such adjustments as may be agreed between the parties.

A-13 The Ascott Raffl es Place Target Property will be Ascott REIT’s fi rst Ascott-branded property in Singapore and it presents Ascott REIT with an opportunity to expand into an area in the vicinity of the Marina Bay Financial Centre. The Ascott Guangzhou Target Acquisition would enable Ascott REIT to expand its foot print into another fi rst-tier city in China, and further deepen its presence in this key growth market. Ascott Guangzhou is strategically located within the Tianhe District, with high-end offi ce towers, retail malls and residential apartments in close proximity.

The Master Leases provide Ascott REIT with a long term stream of income certainty

In connection with the Ascott Rafﬂ es Place Target Property Master Lease and the New Cairnhill SR Target Property Master Lease, TAL will:

(ii) guarantee the due payment to the Trustee of payment of rent and other charges, fees, amounts as set forth in the Master Leases.

Broadening earnings base with increase in portfolio scale and improving stability from overall diversiﬁ cation of portfolio

Increase in number of Apartment Units

Notwithstanding the Divestment, Ascott REIT’s portfolio will increase by 208 Apartment Units through the Ascott Rafﬂ es Place Target Acquisition and Ascott Guangzhou Target Acquisition, both completing in 2012, and by a further 371(6) Apartments Units upon the expected delivery of the New Cairnhill SR Target Property in 3Q 2017.”

6.2. The Independent Valuations of the Somerset Grand Cairnhill Property and the New Cairnhill SR Target Property The Trustee has commissioned an independent property valuer (that is, HVS) and TAL has commissioned another independent property valuer (that is, Colliers) to value the Somerset Grand Cairnhill Property and the New Cairnhill SR Target Property. The valuation certiﬁ cates of the Independent Valuers are attached as Appendix B of the Circular.

The Somerset Grand Cairnhill Property

Appraised Value Agreed Property HVS Colliers Sale Price Somerset Grand Cairnhill Property $351.0 million $367.0 million $ 359.0 million

6 Expected number of units based on the current development plan and subject to such adjustments as may be agreed between the parties.

A-14 The key points we highlight in respect of the Independent Valuations are as follows:

(i) Both Independent Valuers have used “Market Value” as their basis of valuation. Market Value means the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion. Further, we note that the deﬁ nitions of such a basis are broadly consistent between the Independent Valuers;

(ii) The dates for which the valuations have been prepared are 15 May 2012;

(iii) Both Independent Valuers have ascribed their appraised values are on the basis of a redevelopment site, the conﬁ guration of which is as set out in the OPP granted by the URA. Under the OPP, the site will be redeveloped into a mixed development comprising a block of residential apartments and a block of hotel. The allowable GFA allowed is 43,332 sq m comprising 40.0% hotel use and 60.0% residential use; and

(iv) Both Independent Valuers arrived at their appraised values using the Residual Approach, with the sales comparison method as a counter-check.

The “Residual Approach” entails the assumption of a proposed development on the site within the parameters of the planning and urban design requirements. The land value is derived after deducting the estimated costs of development such as building costs, professional fees, holding costs, the development charges (if any), developer’s proﬁ t, stamp duty, legal fees and other related costs from the estimated gross development value of the project. The residual value thus derived represents the amount a prudent buyer would pay for the site.

The gross development value of the proposed development for this purpose is the sum of the estimated value of the hotel and the residential components. In this case, the value of the hotel component is based on the appraised values of the New Cairnhill SR Target Property, as presented in this paragraph below.

The agreed sale price of the Somerset Grand Cairnhill Property of $ 359.0 million is equal to the average of the two independent valuations ascribed by the Independent Valuers.

A previous independent valuation has been made of the Somerset Grand Cairnhill Property in the recent past by Ascott REIT for the purposes of ﬁ nancial reporting as at 31 December 2011. Such valuation was prepared on the basis of existing use as a serviced residence with its existing property conﬁ guration. The independent valuation ascribed to the property as at 31 December 2011 was $271.9 million. We note that the agreed sale price represents a premium of approximately $87.1 million (or 32.0 %) over the carrying value of the property in Ascott REIT as at 31 December 2011.

The New Cairnhill SR Target Property

Appraised Value Agreed Property HVS Colliers Consideration New Cairnhill SR Target Property $410.0 million $400.0 million $405.0 million

The key points we highlight in respect of the Independent Valuations are as follows:

(i) Both Independent Valuers have used “Market Value” as their basis of valuation. Market Value means the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion. Further, we note that the deﬁ nitions of such a basis are consistent as between the Independent Valuers;

A-15 (ii) The valuations have both been computed on a “completed” basis with the assessment date being 30 June 2017;

(iii) HVS arrived at its appraised value using DCF analysis;

(iv) Colliers arrived at its appraised value using DCF analysis as its primary method. The sales comparison analysis was also used;

(v) When arriving at their appraised values, both Independent Valuers have taken into account the payments under the Master Lease for the New Cairnhill SR Target Property; and

(vi) The DCF analysis of the Independent Valuers takes into account assumptions in respect of, inter alia, occupancy rates, average daily unit rates, gross operating margins, property tax, property insurance, capital expenditure, discount rates, terminal yields and the cash ﬂ ows arising under the master leases. We have made reasonable enquiries and have exercised our professional judgement in reviewing the information contained in the valuation reports. In our review, we found the information contained in respect of the operating assumptions to be reasonable.

The agreed consideration for the New Cairnhill SR Target Property of $405.0 million is equal to the average of the appraised values ascribed by the Independent Valuers. The agreed consideration for the New Cairnhill SR Target Property was arrived at taking into account the higher number of Apartment Units from 146 to 371(7), the newer quality of the property of the New Cairnhill SR Target Property and a fresh land lease of 99 years (effective from the extension of the lease) as compared to the current remaining lease of 70 years of Somerset Grand Cairnhill Property.

6.2.1. Comparison of Capitalisation and Discount Rates We set out below a comparison of the terminal capitalisation rates and discount rates used by the Independent Valuers in their valuations of the New Cairnhill SR Target Property with those used in the latest independent valuations of the Existing Singapore Properties.

Terminal Capitalisation Description of Properties Discount Rate Rates (%) (%)

New Cairnhill SR Target Property7.00 - 7.25 4.75 Existing Singapore Properties(1) 6.75(2) 4.75(2)

Notes: (1) Based on assumptions used in the valuations of Somerset Grand Cairnhill, Somerset Liang Court and Citadines Mount Sophia by HVS as at 30 June 2011.

(2) The discount rates and terminal capitalisation rates used have been provided by the Manager.

We note that the terminal capitalisation rates and discount rates used by the Independent Valuers in their valuations of the New Cairnhill SR Target Property are comparable to those used in the most recent valuations of the Existing Singapore Properties.

Any such comparison can serve as an illustrative guide only and must be caveated by the knowledge that the New Cairnhill SR Target Property differs from the Existing Singapore Properties in many aspects, such as location, accessibility, profile, proximity to major venues and/or attractions, outstanding lease tenure and other relevant factors.

7 Expected number of units based on the current development plan and subject to such adjustments as may be agreed between the parties.

A-16 6.3. Comparison with Selected Transactions and Serviced Residence Properties 6.3.1. The Divestment - Comparison of Somerset Grand Cairnhill Property with Selected Transactions The Somerset Grand Cairnhill Property is to be redeveloped into a mixed development comprising 40.0% hotel use and 60.0% residential use. In order to compare the value per GFA implied by the sale consideration of $359.0 million (adjusted for the estimated differential and upgrading premiums) for the Somerset Grand Cairnhill Property with the value per GFA of the properties that were the subject of the Selected Land Sale Transactions, we have extracted information in the public domain in respect of transactions undertaken in 2011 and 2012 for all government land sales and selected, relevant en bloc sales for residential properties in Districts 9, 10 and 11 and for hotels (the “Selected Land Sale Transactions”).

Such a comparison can be an illustrative guide only. Specifi cally, we note that the Somerset Grand Cairnhill Property may differ from the Selected Land Sale Transactions in many aspects such as location, accessibility, proximity to major venues and/or attractions, plot ratios, gross fl oor area, transaction timing, confi guration (mix of residential and/or hotels), market risks and other relevant factors. The comparative analysis is only one of the factors considered by us in our evaluation.

Date of Lease Tender Type of Term Site Area Plot GFA Price/ GFA Closing Location Development (years) (sq m) Ratio (sq m) ($) Somerset Grand Cairnhill Property May-12 15 Cairnhill Residential cum 99 10,624 4.1 43,332(1) 12,217(2) Road Hotel Residential Properties Feb-12 Jervois Road Residential 99 8,958 1.4 12,542 9,480 Jun-11 16 Balmoral Residential Freehold 5,296 1.6 8,473 16,640 Road Jun-11 402 - 414 Residential 999,999 2,054 2.8 5,751 12,260 River Valley Road Hotel Properties Apr-12 Rangoon Hotel 99 3,096 4.2 13,004 11,612 Road/ Farrer Park Station Road Dec-11 Jalan Bukit Hotel 99 7,946 2.8 22,249 8,495 Merah/ Alexandra Road Jun-11 Clemenceau Hotel 99 5,502 2.1 11,555 8,751 Avenue/ Havelock Road Mar-11 Robertson Hotel 99 4,518 2.8 12,651 10,099 Quay Jan-11 Peck Seah Hotel 99 2,311 8.4 19,416 10,031 Street Jan-11 Robinson Hotel 60 1,860 4.0 7,450 11,543 Road/ Boon Tat Street For All Selected Land Sale Transactions High 16,640 Low 8,495 Median 10,099

Source: Independent Valuers’ Reports and the URA website

A-17 Notes: (1) Based on allowable GFA of 43,332 sq m under the OPP.

(2) Based on the average of the valuations of the Independent Valuers adjusted for their estimates of differential and upgrading premium.

Based on the data presented in the table above, the value per GFA implied by the sale consideration of $ 359.0 million to be received by Ascott REIT and adjusted for the estimated differential and upgrading premiums to be paid for the Somerset Grand Cairnhill Property is within the range of the value per GFA of the Selected Land Sale Transactions.

6.3.2. The New Cairnhill SR Target Acquisition - Comparison of New Cairnhill SR Target Property with Selected Serviced Residence Properties We have compiled information in respect of valuations of Comparable Serviced Residence Properties in Singapore in order to provide benchmarks for the EBITDA yield and values per Apartment Unit by the agreed purchase consideration for the New Cairnhill SR Target Property. EBITDA yield is computed as the EBITDA divided by the property valuation. It is a common benchmark used for the purpose of the analysis of valuations of such properties.

We highlight that the New Cairnhill SR Target Property is expected to be acquired in 3Q 2017 while the information presented in respect of the Comparable Serviced Residence Properties is as at December 2011. For this reason, any benchmarking exercise can serve as an illustrative guide only. Further caveats should be made by the knowledge that the New Cairnhill SR Target Property differs from the Comparable Serviced Residence Properties in many aspects, such as location, accessibility, proﬁ le, proximity to major venues and/or attractions, outstanding lease tenure and other relevant factors.

Number Average Value/ Years Of Apartment Apartment Valuation Valuation To Expiry EBITDA Apartment Unit Size Unit Property Name Address Date ($ million) (years) Yield(1) Units (sq m) ($’000) New Cairnhill SR 15 Cairnhill Jun-17(2) 405.0 99(3) 4.5 % 371 (8) 33 1,092 Target Property Road Properties owned by Ascott REIT Somerset Grand Cairnhill Dec-11 271.9 70 146 128 1,862 Cairnhill Road Somerset Liang River Valley Dec-11 208.9 65 197 86 1,060 5.0%(4) Court Road Citadines Mount Wilkie Dec-11 132.4 93 154 46 860 Sophia Road Properties owned by Third Parties Parkroyal Serviced Beach Dec-11 77.4 55 N.A.(5) 90 68 860 Suites SG Road Pan Paciﬁ c Somerset Dec-11 143.0 Freehold N.A.(5) 126 70 1,135 Serviced Road Suites SG High 1,862 Low 860 Median 1,060

Source: REIT or company ﬁ lings and circulars to unitholders or shareholders

8 Expected number of units based on the current development plan and subject to such adjustments as may be agreed between the parties.

A-18 Notes: (1) EBITDA yield of Comparable Serviced Residence Properties is calculated based on the EBITDA for their latest ﬁ nancial year divided by the latest market value . The Existing Singapore Properties are not subject to Master Lease arrangement. EBITDA yield for the New Cairnhill SR Target Property is calculated based on the EBITDA divided by the agreed purchase consideration, where the EBITDA is calculated based on the Manager’s assumptions, as if the New Cairnhill SR Target Property had been fully operational since 1 January 2011.

(2) Assessment date being 30 June 2017.

(3) A fresh leasehold estate of 99 years commencing from the effective date of lease extension.

(4) Blended yield based on aggregated EBITDA of the Ascott REIT Existing Singapore Properties for ﬁ nancial year ended 31 December 2011. For Somerset Grand Cairnhill Property, the valuation used in this case is $271.9 million.

(5) N.A. denotes Not Available.

Based on the table above, we note the following:

(i) The EBITDA yield of the New Cairnhill SR Target Property is lower than that of the Existing Singapore Properties. A number of factors explain this difference including, inter alia, the positioning of the subject property, the efﬁ ciency of its layout, the length of the outstanding land lease tenure and the impact of its location at the heart of Orchard Road. We note however that, at such a yield and given the expected future performance of the property, the acquisition is expected to yield a return that is in line with the Existing Singapore Properties; and

(ii) The value per Apartment Unit of the New Cairnhill SR Target Property of $1.1 million is within the range of values per Apartment Unit for the Comparable Serviced Residence Properties.

6.4. Pro Forma Financial Effects of the Transactions The pro forma impact of the Transactions is set out in paragraph 4 of the Letter to Unitholders in the Circular. Based on the information set out, we note the following:

(i) The pro forma DPU increases by 0.35 cents (or approximately 4.1%) following the Transactions;

(ii) The pro forma NAV per Unit increases by $ 0.06 (or approximately 4.4 %) following the Transactions;

(iii) The total debt increased from $1,204.6 million to $1,465.4 million and total unitholders’ funds increases from $1,537.0 million to $1,615.6 million; and

(iv) The Transactions as a whole, increase Ascott REIT’s Aggregate Leverage from 40.8% to 43.2 %.

7. EVALUATION OF THE MASTER LEASES We note that the Master Leases are integral parts of the Transactions, all of which are all inter- conditional. Unitholders should be aware that there is limited information in the public domain in respect of lease entered into in respect of serviced residences or hotels in Singapore. Noting this, we have looked to the speciﬁ cs of the situation and given due consideration to the following factors:

(1) The Rationale for and the Beneﬁ ts of the Master Leases; and

(2) Comparison with Master Leases for Hospitality Assets in Singapore.

A-19 7.1. The Rationale for and the Beneﬁ ts of the Master Leases The Manager’s view of the rationale for and the beneﬁ ts of the Transactions are set out in paragraph 1.2 of the Letter to Unitholders in the Circular. We have reproduced below excerpts of this section in respect of the Master Leases:

“The Master Leases provide Ascott REIT with a long term income stream certainty

In connection with the Ascott Rafﬂ es Place Target Property Master Lease and the New Cairnhill SR Target Property Master Lease, TAL will:

(b) guarantee the due payment to the Trustee of payment of rent and other charges, fees, amounts as set forth in the Master Leases.”

We understand from one of the Independent Valuers that the structure of the Master Leases is broadly in line with the master leases structures observed in the market.

7.2. Comparison with Master Leases for Hospitality Assets in Singapore The information that is in the public domain in respect of master lease agreements for hospitality assets in Singapore is limited to certain transactions entered into by CDL Hospitality Trusts, a REIT listed on the SGX-ST.

Given this limitation in available information, any such benchmarking exercise can serve as an illustrative guide only and must be caveated by the knowledge that the Ascott Rafﬂ es Place Target Property and the New Cairnhill SR Target Property may differ from the properties of the CDL Hospitality Trusts (the “CDL Hospitality Trusts Properties”) in many aspects, such as location, accessibility, proﬁ le, proximity to major venues and/or attractions, outstanding lease tenure and other relevant factors. The comparative analysis is only one of a number of factors considered by us in our evaluation.

A-20 Fixed Lease Revenue(1) as Fixed Rent a Percentage + Service Acquisition of Acquisition Lease Tenure Renewal Charge Price Price Property Name (years) Option Lease Terms ($ million) ($ million) ( %) Initial term Mutual Fixed Rent 7.2 220.0 3.25% Ascott Rafﬂ es Place of 5 years, agreement + 85% of Target Property with an NOI option for Fixed Rent 13.2 405.0 3.25% New Cairnhill SR Target another 5 + 85% of Property years NOI Orchard Hotel Maximum 10.3 330.1 3.12% of (20% Grand Copthorne 7.2 234.1 3.08% Revenue Waterfront +20% 20 + 20 M Hotel GOP( 2)) and 6.1 161.5 3.78% (Fixed Rent Copthorne King’s 2.8 86.1 3.25% + Service Hotel Master Lessee Charge) Studio M Hotel( 3) 20 + 20 + Maximum 5.0 154.0 3.25% 20 + 10 of (30% Revenue +20% GOP( 2)) and (Fixed Rent) High 3.78% Low 3.08% Median 3.25%

Source: IPO Prospectus and circulars to unitholders of CDL Hospitality Trusts

Notes: (1) Fixed Lease Revenue is equal to the sum of Fixed Rent and Service Charge.

(2) GOP refers to gross operating proﬁ t, i.e. revenue minus staff costs, F&B cost of sales, energy and utilities, other direct expenses and other hotel expenses).

(3) The fi xed rent component of Studio M Hotel shall be revised on the tenth anniversary date (rent revision date) of the commencement of its master lease to an amount equivalent to 50.0% of the average annual aggregate fi xed rent and variable rent for the fi ve fi scal years preceding the rent revision date in the event the fi xed rent component prevailing at the time of the rent revision date is less than the revised fi xed rent amount.

Based on the information presented above, we note that:

(i) The fi xed rent component under the Master Leases (which equates to 3.25% of the agreed consideration for the Ascott Raffl es Place Target Property and the New Cairnhill SR Target Property) is in line with the fi xed lease revenue agreed for the CDL Hospitality Trusts Properties when expressed as a percentage of acquisition prices;

(ii) The tenure of the Master Leases is shorter than that of the leases for the CDL Hospitality Trusts Properties; and

(iii) The option to renew the Master Leases is subject to mutual agreement, whereas the renewal option for the CDL Hospitality Trusts Properties is at the option of the lessee.

A-21 8. OUR RECOMMENDATION ON THE TRANSACTIONS In arriving at our recommendation, we have taken into account the following factors which we consider to have a signiﬁ cant bearing on our assessment of the Transactions:

In respect of the Ascott Rafﬂ es Place Target Acquisition and the Ascott Guangzhou Target Acquisition:

(i) The rationale for and the beneﬁ ts of these acquisitions;

(ii) The agreed consideration for the Ascott Rafﬂ es Place Target Property is equal to the appraised values ascribed by both the Independent Valuers;

(iii) The agreed consideration for the Ascott Guangzhou Target Property is equal to the average of the appraised values ascribed by both the Independent Valuers;

(iv) The terminal capitalisation rates and discount rates used by the Independent Valuers in their valuations of the Ascott Rafﬂ es Place Target Property are broadly in line with those used in the most recent valuations of the Existing Singapore Properties;

(v) The terminal capitalisation rates and discount rates used by the Independent Valuers in their valuations of the Ascott Guangzhou Target Property are lower than those used in the most recent valuations of the Existing China Properties. This difference is largely attributable to a number of factors including, inter alia, the positioning of the subject property, the length of the outstanding land lease tenure, the age of the property and the impact of its location;

(vi) The EBITDA yield of the Ascott Rafﬂ es Place Target Property is lower than the blended EBITDA yield of the Existing Singapore Properties, while that of the Ascott Guangzhou Target Property is comparable to that of the Existing China Properties of 4.5% and is higher than that of Oriental Plaza; and

(vii) The values per Apartment Unit of both the Ascott Rafﬂ es Place Target Property and the Ascott Guangzhou Target Property are within the range of values per Apartment Unit for their respective Comparable Serviced Residence Properties.

In respect of the Divestment and the New Cairnhill SR Target Acquisition:

(i) The rationale for and the beneﬁ ts of the Divestment and the New Cairnhill SR Target Acquisition;

(ii) The agreed sale price of the Somerset Grand Cairnhill Property is equal to the average of the appraised values ascribed by the Independent Valuers;

(iii) The agreed sale price represents a premium of approximately $87.1 million (or 32.0 %) over the carrying value of the Somerset Grand Cairnhill Property in the ﬁ nancial statements of Ascott REIT as at 31 December 2011;

(iv) The gross development value of the proposed development on the site of the Somerset Grand Cairnhill Property takes into account the appraised value of the New Cairnhill SR Target Property assessed by the Independent Valuers;

(v) The agreed consideration for the New Cairnhill SR Target Property of $405.0 million is equal to the average of the appraised values ascribed by both the Independent Valuers;

(vi) The discount rates and terminal capitalisation rates used by the Independent Valuers in their valuations of the New Cairnhill SR Target Property are comparable to those used in the most recent valuations of the Existing Singapore Properties; and

(vii) The value per GFA, implied by the sale consideration of $359.0 million to be received by Ascott REIT and adjusted for estimated differential and upgrading premiums to be paid, is within the range of the value per GFA of the Selected Land Sale Transactions properties.

A-22 In respect of the Master Leases:

(i) The Manager believes that the fi xed rent component of the Master Lease for the Ascott Raffl es Place Target Property and New Cairnhill SR Target Property enhances the certainty of income for Ascott REIT while the variable rent component enables Ascott REIT to enjoy to a substantial extent in the fi nancial performance of the subject properties;

(ii) The observation from one of the Independent Valuers that the structure of the Master Leases is broadly in line with other existing master leases structures;

(iii) The fixed rental under the Master Leases (which equates to 3.25% of the agreed consideration for the Ascott Rafﬂ es Place Target Property and the New Cairnhill SR Target Property) is in line with the ﬁ xed lease revenue agreed for the CDL Hospitality Trusts Properties when expressed as a percentage of acquisition prices;

(iv) The tenure of the Master Leases is shorter than that of the leases for the CDL Hospitality Trusts Properties; and

(v) The option to renew the Master Leases is subject to mutual agreement, whereas the renewal option for the CDL Hospitality Trusts Properties is at the option of the lessee.

The Transactions:

(i) The Transactions, taken as a whole, will increase:

(a) Pro forma DPU by 0.35 cents (or approximately 4.1 %);

(b) Pro forma NAV per Unit by $0.06 (or approximately 4.4 %); and

Having given due consideration to the above, subject to the qualiﬁ cations set out herein and taking into account the prevailing conditions as at the Latest Practicable Date, we are of the opinion that the Transactions are on normal commercial terms and are not prejudicial to Ascott REIT and its minority Unitholders. Accordingly, we are of the opinion that the Independent Directors recommend that Unitholders vote in favour of the Transactions to be proposed at the Extraordinary General Meeting.

Our recommendation is addressed to the Independent Directors for their beneﬁ t in connection with and for the purpose of their consideration of the Transactions. Any recommendation made by the Independent Directors in respect of the Transactions shall remain their responsibility.

Our recommendation is governed by the laws of Singapore and is strictly limited to the matters stated herein and does not apply by implication to any other matter.

Yours faithfully

Deloitte & Touche Corporate Finance Pte Ltd

Jeff Pirie Executive Director

A-23

Valuation Certificates

Three Properties and One Site

Singapore and China

Submitted to:

Ms Kang Siew Fong Vice-President, Finance DBS Trustee Limited (Trustee of Ascott Residence Trust) C/O Ascott Residence Trust Management Limited No 8 Shenton Way, #13-01 Singapore 068811

Prepared by:

HVS Temasek Boulevard, #23-01A Suntec Tower Four, Singapore 038986 Tel: +65 6293 4415 Fax: +65 6293 5426

29 June 2012

HVS No: 2012120025-28

B-1 29 June 2012

Ms Kang Siew Fong Vice-President, Finance DBS Trustee Limited (Trustee of Ascott Residence Trust) C/O Ascott Residence Trust Management Limited No 8 Shenton Way, #13-01 Singapore 068811

Dear Ms Kang,

VALUATION CERTIFICATES FOR THREE PROPERTIES AND ONE SITE IN SINGAPORE AND CHINA

We are pleased to submit to you our Valuation Certificates for the following:-

1. Development Site at Somerset Grand Cairnhill, Singapore; 2. Proposed Serviced Residence at Cairnhill Road, Singapore; 3. Ascott Raffles Place, Singapore; and 4. Ascott Guangzhou, China.

1.0 Client Brief and Purpose of Valuation

We have been instructed to perform a valuation of the above as at 15 May 2012 based on its existing or proposed use as stated and subject to the existing leases and management agreements if applicable, for intending transaction purposes.

HVS has assessed the property interests as independent international appraisers. We hereby certify that we have no undisclosed interest in the property and our employment and compensation are not contingent upon our findings and valuations.

2.0 Basis of Valuation

The valuation is prepared in accordance with the International Valuation Standards Committee (‘IVSC’) definition of Market Value, which is:

“The estimated amount for which an asset should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s length

B-2 transaction after proper marketing wherein the parties has each acted knowledgeably, prudently and without compulsion.”

Additionally, our assessment will be on the basis of the use of the properties or site as stated and with the assumption that the appropriate approvals and licenses are in place.

3.0 Information Utilised

We have been provided with financial, leases and other information relevant to our assessment of the properties and whilst due care has been taken in the application of the information, its accuracy cannot be verified by HVS.

Should it be revealed that any of this information is inaccurate or misleading so that its use would affect the valuations, HVS seeks to be informed of such discrepancies and accordingly reserves the right to amend its opinion of values.

4.0 Use of Valuation Certificate

Neither the whole nor any part of the valuation certificate nor any reference thereto maybe included in any document, circular or statement without our written approval and of the form or context in which it appears.

This valuation has been prepared for the purpose stated above and for use only of the Client and no responsibility is given to any third party for the whole or part of its contents.

5.0 Assumptions and Limiting Conditions

A list of major assumptions made in the valuation of the properties and the limiting conditions under which the opinion is given is detailed in the Addendum to this valuation certificate. It is a condition of the use of the valuation that the recipient of the certificate accepts these statements.

The Valuation Certificate included herein should be read in conjunction with the full valuation report, dated 29 June 2012, which detailed the basis under which the valuation has been prepared.

B-3 Yours sincerely HVS

Chee Hok Yean Tan Wei See, Managing Director, Vice President Valuation & Advisory, Singapore

Teo Junrong Senior Associate

HVS No: 2012120025-28

B-4

VALUATION CERTIFICATE

Property : Development Site at Somerset Grand Cairnhill (the ‘Site’) 15, Cairnhill Road Singapore 229650

Land Interest : Unexpired leasehold interest in the land. Valued

Tenure : The legal description of the land is Lot Number 918K in Town Subdivision 27, held in Certificate of Title Volume 323 Folio 35.

The Site af10,600-square-metre rectangular plot of land currently held on a 99-year lease, commencing on 11 June 1983.

Site Location and : The Site is bounded by Cairnhill Road which runs along its northern Description and western fronts. Bideford Road runs along the southern and eastern boundaries of the Property. Changi International Airport is a 30-minute drive away from the Property. The Somerset Mass Rapid Transit (MRT) station is a 10-minute walk away from the Property. Taxis and buses are readily available along Cairnhill Road.

An existing property, Somerset Grand Cairnhill, currently rests on the Site. Somerset Grand Cairnhill is a 32-storey building with an 8- storey podium accommodating a mosque, car parks, retail/entertainment/office units as well as a 24-storey tower which offers 146 serviced apartment units.

Site Area : 10,623.9 square metres

Market Value : S$351 million (net of differential and upgrading premiums)

Date of Valuation : 15 May 2012

Notice : This Valuation Certificate should be read in conjunction with the full valuation report, dated 29 June 2012, which details the conditions and assumptions under which this valuation is prepared.

B-5

VALUATION CERTIFICATE

Property : Proposed Serviced Residence at Cairnhill Road (the ‘Property’) 15, Cairnhill Road Singapore 229650

Property Interest : Master lease of the unexpired leasehold interest in the land, Valued including the buildings and other improvements such furniture, fixtures and equipment of the proposed Serviced Residence.

Tenure : The legal description of the land is Lot Number 918K in Town Subdivision 27, held in Certificate of Title Volume 323 Folio 35.

The proposed Serviced Residence is to be developed atop af10,600- square-metre rectangular plot of land on a fresh 99-year lease.

Location : The proposed Serviced Residence is bounded by Cairnhill Road which runs along its northern and western fronts. Bideford Road runs along the southern and eastern boundaries of the Property. Changi International Airport is a 30-minute drive away from the Property. The Somerset Mass Rapid Transit (MRT) station is a 10- minute walk away from the Property. Taxis and buses are readily available along Cairnhill Road.

Property : The Property is envisaged to be 371-room property managed by Description Ascott Group. The Property will offer Studio, One-Bedroom and Two-Bedroom apartments. It will also feature approximately 250 square metres of food and beverage space.

Site Area : 10,623.9 square metres

Total Allowable : 17,332.9 square metres Gross Floor Area

Net Lettable Area : 12,075 square metres

Proposed Likely : S$410 million Future Value as at 30 June 2017

Date of Valuation : 15 May 2012

B-6

VALUATION CERTIFICATE

Property : Ascott Raffles Place Singapore (the ‘Property’) 2 Finlayson Green Singapore 049247

Property Interest : Master Lease of the unexpired leasehold interest in the land, Valued buildings and other improvements including furniture, fixtures and equipment.

Tenure : The legal description of the land is Lot Number TS1-99211W in Singapore Town, held in Certificate of Title Volume 526 Folio 29.

The Ascott Raffles Place Singapore has been developed atop a f 949.1-square-metre rectangular and rectangular in shape. The Property is situated on five plots of land.

Location : The Ascott Raffles Place Singapore is bounded by Finlayson Green and Raffles Quay which run along its northern and eastern fronts, respectively. The subject Property is bounded by office towers to the south and west. Changi International Airport is a 25-minute drive away from the Property. The strategic location of the site allows walking access to Raffles Place MRT Station.

Property : The Ascott Raffles Place Singapore was converted from an office Description building, which was formerly known as Asia Insurance Building. Upon completion of the conversion project, the 20-storey Property comprises 146 apartments ranging from studio to two-bedroom units, as well as meeting spaces, a fitness centre, an outdoor swimming pool and a food and beverage outlet.

Site Area : 949.1 square metres

Net Lettable Area : 10,338 square metres

Market Value, : S$220 million Existing Use Basis

Date of Valuation : 15 May 2012

B-7 VALUATION CERTIFICATE

Property : Ascott Guangzhou No.73TianheDongRoad Tianhe District Guangzhou 510630, China

Property Interest : Unexpired land use rights in the land, buildings and other Valued improvements including furniture, fixtures and equipment.

Tenure : Based on a list of property ownership certificates (ᡯൠӗᵳ䇱Җ) provided, the Property appears to be situated on a 2,879-square metre plot of land that is held under a lease by Guangzhou Hai Yi Property Development Company. The leasehold interest in the Property is granted for a term of 70 years for residential use, commencing on 27 December 2004 and expiring on 26 December 2074; 40 years for commercial use, commencing on 27 December 2004 and expiring on 26 December 2044; and 50 years for office use, commencing on 27 December 2004 and expiring on 26 December 2054.

Location : The Ascott Guangzhou occupies the southeast corner of a mixed-use project developed by Guangzhou Hai Yi Property Development Company which comprises 386 apartment units known as CapitaLand Beaumont, a 208-unit serviced residence, car parks and other amenities (the subject Property). The Ascott Guangzhou is located at the junction of Tianhe Dong Road and Huawen Jie.

Property : Opened in January 2008, the Ascott Guangzhou is an international Description standard serviced apartment property which features 208 units, a fitness centre, a breakfast lounge, a swimming pool, meeting rooms and retail space leased out for rent. Serviced apartments in the Property are spread out over the 30-storey building constructed over two basement levels.

Gross Floor Area : Above Ground - Apartment: 18,470.55 square metres Retail: 1,286.41 square metres Office: 39.70 square metres Total 19,796.66 square metres Below Ground -CarPark: 276.96 square metres

Market Value, : RMB 430 million Existing Use Basis

Date of Valuation : 15 May 2012

B-8 Addendum 1 – Statement of Assumptions and Limiting Conditions

1. We have relied on information given by the Client and its representatives and have accepted advice given to us on such matters as land titles, easements, tenure, planning approvals, statutory notices, tenancy schedule, site and floor plans, building plans, floor areas, building design, building costs, operating and income statements and all other relevant matters. We have assumed the information given to us as correct and have not conducted independent checks to verify them, and no responsibility is assumed or implied by us. Interested parties are advised to seek further due diligence of qualified solicitors, engineers and other professionals as appropriate prior to making any legal, financial or other commitments. Should it be revealed that any information provided is inaccurate or misleading so that its use would affect the valuation, we seek to be informed of such discrepancies and accordingly reserve the right to amend our assessment. 2. The properties and site including its land titles, use rights and improvements is assumed to be transferable, marketable and free of any deed restrictions, easements, encumbrances or other impediments of an onerous nature that would affect the value of the Property. We have not conducted independent checks to verify and likewise advice interested parties to engage qualified solicitors to perform such checks and verifications as appropriate. 3. There are no hidden or unapparent conditions of the properties and site, subsoil or structures that would render it more or less valuable. No responsibility is assumed for these conditions or any engineering that may be required to discover them. We have not considered the existence of potentially hazardous materials used in the construction or maintenance of the buildings, such as asbestos, urea formaldehyde foam insulation, or PCBs. We are thus unable to report that the properties are free from risk in this respect and have assumed that any investigation would not reveal the presence of hazardous materials. The valuers are not qualified to detect these substances and urge the Client to retain an expert in this field if desired. We have not investigated whether the site is or has been in the past contaminated and are therefore unable to warrant that the properties and site are free from any defect or risk in this respect. Our report is therefore based on the assumption that the land is not contaminated and any specialist investigation would not disclose the presence of any adverse conditions on the site or within the building.

B-9 4. In the course of the inspection, particular investigation has not been made on environmental matters that are either an inherent feature of the properties itself or the surrounding area, which could impact on the properties’ interest. Examples include the historic mining activity or electricity transmission equipment. We therefore value on the assumption that the properties are not affected by any such environmental matters. 5. No cadastral survey of the properties has been made by the valuers and no responsibility is assumed in connection with such matters. Sketches, pictures, maps and other exhibits are included to assist the Client in visualising the properties. It is assumed that the use of the land and premises is within the boundaries of the properties described and that there is no encroachment or trespass unless noted. 6. This Valuation Certificate is neither a structural survey nor a survey on the electrical and mechanical services in terms of both hardware and software. We therefore value on the assumption that the properties are of sound design and construction, and free from any inherent defect. No detailed inspection or tests have been carried out by us on any of the services or items of equipment; therefore, no warranty can be given with regard to their serviceability, efficiency, safety or adequacy for their purpose. We express no opinion or advice upon the condition of uninspected parts and our report should not be read as making any implied representation or statement about such parts. We have assumed that the properties together with the services therein are in a good state of repair and condition and that there are no outstanding items of expenditure required. 7. Valuation reports for the properties and site, dated 29 June 2012, is accompanied with their corresponding list of assumptions and limiting conditions which states assumptions peculiar and pertinent to individual properties. Interested parties are advised to read the individual reports prior to making any legal, financial or other commitments. 8. It is assumed that the properties will be in full compliance with all applicable city, local and private codes, laws, consents, licences and regulations (including a fire certificate and relevant alcohol licences where appropriate), and that all licences, permits, certificates, franchises and so forth can be freely renewed and/or transferred to a purchaser. It is advisable for interested parties to seek full legal due diligence advice of a qualified legal solicitor prior to making any legal, financial or other commitments. 9. All mortgages, liens, encumbrances, leases, servitudes, arrears and penalties have been disregarded unless specified otherwise. 10. No portion of this report, in whole or in part, or any reference thereto may be reproduced in any form or included in any document, circular or statement without the permission of HVS, nor shall the report be

B-10 distributed to the public through advertising, public relations, news, sales, or other media without the prior written consent of HVS. 11. HVS is not required to give testimony or attendance in court by reason of this economic and valuation study without previous arrangements and only when our standard per diem fees and travel costs are paid prior to the appearance. 12. If the reader is making a fiduciary or individual investment decision and has any questions concerning the material contained in this report, it is recommended that the reader contact HVS. 13. The quality of a property’s on-site management has a direct effect on a property's economic viability and market value. The financial forecasts assume both responsible ownership and competent management. Any variance from this assumption may have a significant impact on the forecast operating results. 14. The estimated operating results presented in the report are based on an evaluation of the current overall economy of the area and neither take into account nor make provision for the effect of any sharp rise or decline in local or economic conditions. To the extent that wages and other operating expenses may advance during the economic life of the properties, it is expected that the prices of rooms, food, beverages and services will be adjusted to at least offset these advances. HVS does not warrant that the estimates will be attained, but they have been prepared on the basis of information obtained during the course of this study and are intended to reflect the expectations of typical investors. 15. Many of the figures presented in this report were generated using sophisticated computer models that make calculations based upon numbers carried out to three or more decimal places. In the interest of simplicity, most numbers presented in this report have been rounded. Thus, these figures may be subject to small rounding errors in some cases. 16. Our valuation opinion is current as at the date of valuation. It is likely that the value assessed may be subjected to significant and unexpected changes over a relatively short period due to reasons including, but not limited to, the result of general market movements and/or other factors specific to the subject properties. We are not liable for any losses arising from any of such subsequent changes in value and neither do we accept any liability where our value opinion is relied upon after the expiration of three months from the date of valuation. We shall not be responsible for any delay to the performance of our valuation exercise, where matters beyond our control cause such delay. 17. Valuing real estate is both a science and an art. Although this valuation employs various mathematical calculations, the final estimate is subjective and may be influenced by the consultant’s experience and other factors not specifically set forth in this report.

B-11 18. It is assumed that the relationship between the currencies used in this report and other major world currencies remains constant as at the date of our fieldwork. 19. Whilst the information contained herein is believed to be correct, it is subject to change. Nothing contained herein is to be construed as a representation or warranty of any kind. 20. Until the time that all of our professional fees and other charges have been paid in full, the draft or final report, which is provided to you as a professional courtesy, remains the intellectual property of HVS and shall not be utilised in attempting to: a) obtain financial capital (whether debt or equity); b) further any litigation, mediation, or arbitration processes; or c) assist the Client in any cause, action or endeavour. If HVS has not been paid in full for its outstanding professional fees and other charges, and the draft or final report is used in violation of this agreement, HVS will be entitled to seek injunctive relief, monetary damages, and the cost of attorney fees and collection expenses. 21. It is agreed that the liability of HVS, its employees and anyone else associated with this assignment is limited to the amount of the fee paid as liquidated damages. You acknowledge that any opinions, recommendations and conclusions expressed during this assignment will be rendered by the staff of HVS acting solely as employees and not as individuals. Any responsibility of HVS is limited to the Client, and use of our product by third parties shall be solely at the risk of the Client and/or third parties. 22. This assessment and study has been undertaken by HVS as an independent overseas consultant. 23. Throughout this report, ‘HVS’ refers to the trading name of SG&R Singapore Pte Ltd (Registration Number 199900143N), a wholly owned subsidiary of SG&R Valuation Services Company.

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Colliers International (Hong Kong) Ltd MAIN 852 2822 0525 Valuation and Advisory Services FAX 852 2107 6017 Company Licence No: C-006052 EMAIL [email protected]

Suite 5701 Central Plaza 18 Harbour Road Wanchai Hong Kong

Our Ref: 20378

29 June 2012

The Ascott Limited 8 Shenton Way 13th Storey AXA TOWER Singapore 068811

Dear Sir,

Valuation of Ascott Guangzhou, No 73 Tianhe Dong Road, Tianhe District, Guangzhou, PRC (“the Property”)

We refer to your instructions to carry out a valuation in respect of the above mentioned property for intending transaction purposes. Our instructions are to provide our opinion of the market value of the property as at 15 May 2012. The basis of the valuation is stated in the valuation certificate and valuation report.

We confirm that we have inspected the subject property, and have prepared a formal valuation report in accordance with the requirements of the instructions.

The valuation has been carried out in accordance with The Royal Institution of Chartered Surveyors (RICS) Valuation Standards and Guidelines.

Our valuation is on the basis of Market Value which is intended to mean “the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion”.

This definition of value is consistent with the international definition of Market Value as advocated by the RICS and International Valuation Standards.

No allowance has been made in our valuation for any charges, mortgages or amounts owing on the property, nor for any expenses or taxation which may be incurred in effecting a sale. It is assumed that the property is free from any major or material encumbrances, restrictions and outgoings of an onerous nature which could affect its value.

This letter and the valuation certificate do not contain all the necessary data and information included in our valuation report. For further information, reference should be made to the valuation report.

B-19 The valuation and market information are not guarantees or predictions and must be read in consideration of the following: x The estimated value is based upon the factual information provided. Property data/information provided is assumed to be correct. Whilst Colliers International has endeavoured to ensure the accuracy of the information, it has not independently verified all information provided. x The valuation and report was undertaken based upon information available as at 15 May 2012. Colliers International accepts no responsibility for subsequent changes in information as to proposed scheme, areas, income, expenses or market conditions. x The methodologies adopted in valuing the property are based upon estimates of future results and are not predictions. Each methodology is based on a set of assumptions as to income and expenses of the property and future economic conditions in the local market.

The reported analysis, opinion and conclusion are limited only by the reported assumptions and limiting conditions and is our personal, unbiased professional analysis, opinion and conclusion.

We also confirm that we do not have a pecuniary interest that would conflict with a proper valuation of the property and the valuers undertaking the valuation are authorised to practise as valuers and have at least 30 years continuous experience in valuation.

Our Valuation Certificate is appended.

Yours faithfully,

Lilian Tang David Faulkner Manager Executive Director Valuation and Advisory Services Valuation and Advisory Services - Asia

B-20

VALUATION CERTIFICATE

Address of Property : ASCOTT GUANGZHOU, No 73 Tianhe Dong Road, Tianhe District, Guangzhou, PRC

Brief Description : ASCOTT GUANGZHOU is part of a larger mixed use development and comprises 208 serviced apartment units (146 one-bedroom, 52 two- bedroom and 10 three-bedroom units); 18 car park lots, an outdoor swimming pool, a fitness centre, meeting rooms, a restaurant and commercial/retail space for rent.

Legal Description : Land Use Rights Certificate 䧿⚥䓐(2004)䫔322⎟į

Tenure : 100% leasehold interest of the Property for a term of 70 years for the residential uses, 40 years for the commercial uses and 50 years for the office uses commencing 27 December 2004.

Site Area : Approximately 2,879 sq m (subject to survey).

Gross Floor Area : Approximately 19,796.66 sq m (excludes underground car park of approximately 277 sq m).

Basis of Valuation : As-Is basis

Date of Valuation : 15 May 2012

Valuation : Market Value RMB432,000,000/- (Renminbi Four Hundred Thirty Two Million Only)

Colliers International (Hong Kong) Ltd

Lilian Tang David Faulkner Manager Executive Director Valuation and Advisory Services Valuation and Advisory Services - Asia

This valuation certificate is subject to the attached Limiting Conditions.

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LIMITING CONDITIONS Valuation

1. Values are reported in Renminbi currency unless otherwise stated.

2. In our valuation, it is presumed that the property as currently used is not in contravention of any planning or similar regulations. We shall not be responsible if it is otherwise.

3. For obvious reasons, we do not and cannot provide information relating to government acquisitions, unless the land has already been gazetted for acquisition.

4. No requisition on road, subway, drainage and other government proposals has been made. Such information will not be tendered unless specifically requested for and we be properly reimbursed.

5. While due care is exercised in the course of our inspection to note any serious defects, no structural survey or the like will or has been made. Further, we will not be able to report that the building is free from rot, infestations or other defects. The building services will not be tested but will be presumed to be in good working order.

6. Neither the whole nor any part of this valuation report or any reference to may be included in any document, circular or statement nor be published in any way without prior written consent to the form and context in which it may appear. We shall bear no responsibility for any unauthorised inclusion or publication.

7. In accordance to our usual practice, we must state that this valuation report is restricted to the client or person to whom this valuation report is specifically addressed to and for the specific purpose stated therein and to be used within a reasonable time. We disclaim any liability should it be used for any other purpose(s) or beyond a reasonable time.

8. Where it is stated in the valuation report that information has been supplied to us by another party, the information is presumed to be reliable and we do not accept any responsibility should it be proven otherwise.

9. No allowance will be made in our valuation report for any charges, mortgages or other claims affecting the property nor for any costs, expenses, taxation or outgoings which may be involved in any transaction of the property.

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10. The title to the property is presumed to be good and marketable and, unless mentioned in this valuation report, to be free from any encumbrances, restrictions and other legal impediments. We accept no responsibility for investigations into title, searches and requisitions and other such legal matters.

11. Any plans included in this report are for identification proposes only and should not be treated as certified copies of plans or other particulars contained therein.

12. While we do make every endeavour to update the maps as far as it is possible, we do not vouch for the accuracy of the maps and shall not be responsible if it is otherwise.

13. We shall not be required to give testimony or to appear in court or any other tribunal or to any government agency by reason of this valuation report or with reference to the report in question unless prior arrangements have been made and we are properly reimbursed.

B-23 ASCOTT RESIDENCE TRUST (Constituted in the Republic of Singapore pursuant to a trust deed dated 19 January 2006 (as amended, varied or supplemented from time to time))

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an EXTRAORDINARY GENERAL MEETING (the “EGM”) of the unitholders (the “Unitholders”) of Ascott Residence Trust (“Ascott REIT”) will be held at the STI Auditorium, 168 Robinson Road, Level 9, Capital Tower, Singapore 068912 on 27 July 2012 at 9.30 a.m. for the purpose of considering and, if thought fi t, passing, with or without modifi cations, the following resolution (capitalised terms not otherwise defi ned herein shall bear the meanings ascribed to them in the circular dated 9 July 2012 to Unitholders):

ORDINARY RESOLUTION

THE DIVESTMENT OF AN INTEREST IN A SERVICED RESIDENCE PROPERTY IN SINGAPORE AND THE ACQUISITION OF INTERESTS IN SERVICED RESIDENCE PROPERTIES IN SINGAPORE AND THE PEOPLE’S REPUBLIC OF CHINA

RESOLVED that:

(i) approval be and is hereby given for the divestment of the Somerset Grand Cairnhill Property to The Ascott Limited (“TAL”) and/or its afﬁ liates for a sale consideration of $ 359.0 million (the “Divestment”), on the terms and conditions set out in the Somerset Grand Cairnhill Property Put & Call Option Agreement;

(ii) approval be and is hereby given for the acquisition of three serviced residence properties, namely the Ascott Rafﬂ es Place Target Property, the Ascott Guangzhou Target Property (through the acquisition of a 100.0% interest in Hong Kong Yong Zheng (which owns through its wholly-owned subsidiary, Guangzhou Hai Yi, the Ascott Guangzhou Target Property)) and the New Cairnhill SR Target Property, in Singapore and China from TAL and/or its afﬁ liates for an estimated aggregate purchase consideration of $ 688.3 million (the “Target Acquisitions”), on the terms and conditions set out in (a) the Sale and Purchase Agreements; and (b) the New Cairnhill SR Target Property Put & Call Option Agreement;

(iii) approval be and is hereby given for the grant of the master leases in respect of the Ascott Rafﬂ es Place Target Property and the New Cairnhill SR Target Property, on the terms and conditions set out in the master leases to be entered into between the Trustee and Ascott Singapore Rafﬂ es Place Pte. Ltd. and TAL and/or its subsidiary respectively (the “Master Leases”);

(iv) approval be and is hereby given for the entry into the Somerset Grand Cairnhill Property Put & Call Option Agreement, the Sale and Purchase Agreements, the New Cairnhill SR Target Property Put & Call Option Agreement and the Master Leases; and

C-1 (v) Ascott Residence Trust Management Limited, as manager of Ascott REIT (the “Manager”), any director of the Manager (the “Director”) and the 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 Manager, the Director or, as the case may be, the Trustee may consider expedient or necessary or in the interests of Ascott REIT to give effect to the Transactions.

BY ORDER OF THE BOARD Ascott Residence Trust Management Limited (Company Registration No. 200516209Z) As manager of Ascott Residence Trust

Kang Siew Fong Company Secretary 9 July 2012

Notes: (1) A Unitholder entitled to attend and vote at the EGM is entitled to appoint not more than two proxies to attend and vote in his/ her stead. Where a Unitholder appoints more than one proxy, the appointments shall be invalid unless he/she speciﬁ es the proportion of his/her unitholding (expressed as a percentage of the whole) to be represented by each proxy. A proxy need not be a Unitholder.

(2) The instrument appointing a proxy or proxies (the “proxy form”) must be deposited at the ofﬁ ce of Ascott REIT’s Unit Registrar, Boardroom Corporate & Advisory Services Pte. Ltd., 50 Rafﬂ es Place, #32-01 Singapore Land Tower, Singapore 048623 not later than Wednesday, 25 July 2012 at 9.30 a.m. , being 48 hours before the time appointed for the EGM.

C-2 ASCOTT RESIDENCE TRUST IMPORTANT (Constituted in the Republic of Singapore pursuant to a trust deed dated 1. For investors who have used their CPF moneys to buy units in Ascott Residence Trust, this Circular is forwarded to them at the request of their CPF 19 January 2006 (as amended , varied or supplemented from time to time)) Approved Nominees and is sent solely 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 used or purported to be used by them. 3. CPF investors who wish to attend the Extraordinary General Meeting as PROXY FORM observers must submit their requests through their CPF Approved Nominees within the time frame speciﬁ ed. If they also wish to vote, they must submit EXTRAORDINARY GENERAL MEETING their voting instructions to the CPF Approved Nominees within the time frame speciﬁ ed to enable them to vote on their behalf. 4. PLEASE READ THE NOTES TO THE PROXY FORM.

I/We, (Name(s) and NRIC/Passport Number(s)/

Company Registration Number) of (Address) being a unitholder/unitholders of Ascott Residence Trust (“Ascott REIT”), hereby appoint:

NRIC/Passport Proportion of Unitholdings Name Address Number No. of Units %

and/or (delete as appropriate)

NRIC/Passport Proportion of Unitholdings Name Address Number No. of Units %

or, both of whom failing, the Chairman of the Extraordinary General Meeting of Ascott REIT (“EGM”) 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 EGM to be held at the STI Auditorium, 168 Robinson Road, Level 9, Capital Tower, Singapore 068912 on 27 July 2012 at 9.30 a.m. and at any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against the resolutions to be proposed at the EGM as indicated hereunder. If no speciﬁ c 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 EGM.

NOTE: The Chairman of the EGM, will be exercising his right, under paragraph 11 of the Schedule of the Deed of Trust constituting Ascott REIT (as amended) to demand a poll in respect of the Resolution to be put to the vote of Unitholders at the EGM and at any adjournment thereof. Accordingly, such Resolution at the EGM will be voted on by way of poll.

No. Resolution To be used on a show To be used in the of hands event of a poll

For* Against* No. of Votes No. of Votes For** Against**

1. To approve the Divestment and the Target Acquisitions (Ordinary Resolution)

* Please indicate your vote “For” or “Against” with a 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 2012 Total number of Units held  Signature(s) of Unitholder(s)/Common Seal IMPORTANT: PLEASE READ THE NOTES TO THE PROXY FORM BELOW Notes to the Proxy Form 1. A unitholder of Ascott REIT (“Unitholder”) entitled to attend and vote at the Extraordinary General Meeting (“EGM”) is entitled to appoint one or two proxies to attend and vote in his/her stead. A proxy need not be a Unitholder. 2. Where a Unitholder appoints more than one proxy, the appointments shall be invalid unless he/she specifi es the proportion of his/ her holding (expressed as a percentage of the whole) to be represented by each proxy. 3. Completion and return of this proxy form shall not preclude a Unitholder from attending and voting at the EGM. Any appointment of a proxy or proxies shall be deemed to be revoked if a Unitholder attends the EGM in person, and in such event, the Manager reserves the right to refuse to admit any person or persons appointed under the proxy form, to the EGM. 4. A Unitholder should insert the total number of Units held. If the Unitholder has Units entered against his/her name in the Depository Register maintained by The Central Depository (Pte) Limited (“CDP”), he/she should insert that number of Units. If the Unitholder has Units registered in his/her name in the Register of Unitholders of Ascott REIT, he/she should insert that number of Units. If the Unitholder has Units entered against his/her name in the said Depository Register and registered in his/her name in the Register of Unitholders, he/she should insert the aggregate number of Units. If no number is inserted, this proxy form will be deemed to relate to all the Units held by the Unitholder. 5. The proxy form must be deposited at the offi ce of Ascott REIT’s Unit Registrar, Boardroom Corporate & Advisory Services Pte. Ltd., 50 Raffl es Place, #32-01 Singapore Land Tower, Singapore 048623, not later than Wednesday, 25 July 2012 at 9.30 a.m., being 48 hours before the time appointed for the EGM. First fold

Afﬁ x postage stamp

ASCOTT RESIDENCE TRUST c/o Boardroom Corporate & Advisory Services Pte. Ltd. 50 Rafﬂ es Place #32-01 Singapore Land Tower Singapore 048623

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6. The proxy form must be signed under the hand of the appointor or of his/her attorney duly authorised in writing. Where the proxy form is executed by a corporation, it must be executed under its common seal or under the hand of an offi cer or attorney so duly authorised. 7. Where a proxy form is signed on behalf of the appointor by an attorney or a duly authorised offi cer, the power of attorney or other authority (if any) under which it is signed or a notarially certifi ed copy of such power or authority must (failing previous registration with the Manager) be lodged with the proxy form; failing which the proxy form may be treated as invalid. 8. The 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 specifi ed on the proxy form. In addition, in the case of Units entered in the Depository Register, the Manager may reject a proxy form if the Unitholder, being the appointor, is not shown to have Units entered against his/her name in the Depository Register at least 48 hours before the time appointed for holding the EGM, as certifi ed by CDP to the Manager. 9. All Unitholders will be bound by the outcome of the EGM regardless of whether they have attended or voted at the EGM. 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 (a) the Chairman, (b) by fi ve or more Unitholders present in person or by proxy, or (c) by one or more Unitholders present in person or by proxy holding or representing not less than 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 offi cers 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/she is the Unitholder. A person entitled to more than one vote need not use all his/her votes or cast them the same way.

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