One Tower 2 is a 38-storey Grade-A office building completed building office in Grade-A 38-storey 2 is a Tower Place One Raffles Building and Construction by the Award Mark Green Platinum the 2012, awarded sustainable design. efficiency and environmentally its energy Authority for options which of shopping, dining and leisure a diverse range Offering Place One Raffles in the CBD, the working population to the needs of cater extensive has undergone podium that retail Shopping Mall is a six-storey the It is currently completed in May 2014. which were works refurbishment Place. shopping mall in Raffles purpose-built largest Place Raffles the to link underground direct a with and above Situated the basement of through station interchange (“MRT”) Mass Rapid Transit connectivity along theexcellent Place enjoys podium, One Raffles its retail otherto accessibility easy as well as lines, MRT East-West and North-South Place as well as Marina Bay. developments within Raffles ABOUT ONE RAFFLES PLACEABOUT ONE Raffles 1, One Tower Place Raffles Place One Place, comprising One Raffles iconic integratedprominent, Place Shopping Mall, is a 2 and One Raffles Tower strategically building specifications Grade-A development with commercial Place. main financial district Raffles ’s in the heart of located business district (“CBD”), central the tallest buildings in the Singapore One of office building, Grade-A 1 comprises a 62-storey Tower Place One Raffles panoramic views deck offering and observation restaurant with a rooftop the city skyline.of 1,733.0 1,734.0 S$ million Parties Other Third approximately 75% of the retail podium NLA the retail 75% of is on a 99-year leasehold title commencing approximately 1 November 1985 the balance 25% is on the 841-year leasehold title commencing 1 November 1985

16.67% to 16.67% 25.0% is an integrated commercial development comprising two Grade-A office towers and development comprising two Grade-A commercial Place is an integrated One Raffles podium a retail sq ft) sq m (1,288,717 119,725.8 Approximately sq ft) sq m (410,000 38,090.3 Tower 1: Approximately Place One Raffles sq ft) sq m (350,000 32,516.1 Tower 2: Approximately Place One Raffles sq ft) sq m (100,000 9,290.3 Place Shopping Mall: Approximately One Raffles sq ft) sq m (860,000 79,896.7 Approximately Total: in Basements 2 to 4 326 car park lots located Tower 1: 841-year leasehold title commencing 1 November 1985 Place One Raffles Tower 2: 99-year leasehold title commencing 26 May 1983 Place One Raffles retail podium straddles two land plots: Place Shopping Mall - the One Raffles – – OUBC 81.54% One Raffles Place One Raffles BPHPL 100% 75.0% to 75.0% 83.33% OVERVIEW OF THE TRANSACTION OVERVIEW VALUATION OF THE OUBC INTEREST VALUATION 5 June 2015 As at Savills Cushman & Wakefield OVERVIEW OF ONE RAFFLES PLACEOVERVIEW Description (“GFA”) Floor Area Gross (“NLA”) Net Lettable Area Car Park Lots Title (After the Proposed Acquisition) (After the Proposed The overview section is qualified in its entirety by, and should be read in conjunction with, the full text of this Circular. Meanings Circular. of this text with, the full in conjunction read should be and by, its entirety in is qualified section The overview in the Glossaryterms may be found defined Circular. of this of 55 to 61 on pages Property (the “OUBC Interest”). (the “OUBC Property is S$1,715 the OUBC Interest value of The agreed million. STRUCTURE ACQUISITION THE PROPOSED ACQUISITION THE PROPOSED interest an indirect to acquire proposes OUE C-REIT the Property”) through Place (“the in One Raffles interest and 83.33% between 75.0% acquisition of OUE Limited from Limited (“OUBC”) in OUB Centre wholly- its the acquisition of (the “Sponsor”), via Pte. Holdings Property Beacon subsidiary owned (the “Acquisition”). (“BPHPL”) Ltd. the Property owner of OUBC is the registered the in the beneficial interest and owns 81.54% of

DATE AND TIME DATE p.m. 2.00 25 July 2015 at Saturday, p.m. 2.00 27 July 2015 at Monday, Marina Mandarin Singapore Level 1 Marina Mandarin Ballroom, Boulevard, 6 Raffles 039594 Singapore

for the Acquisition and the CPPU Issue (Company Registration No.: 200200144N) (Company Registration (Incorporated in the Republic of Singapore) in the Republic of (Incorporated DBS Trustee Limited (as trustee of OUE C-REIT) OUE C-REIT) Limited (as trustee of DBS Trustee DELOITTE & TOUCHE CORPORATE FINANCE PTE LTD CORPORATE DELOITTE & TOUCHE of OUE Commercial REIT Management Pte. Ltd. and to and to REIT Management Pte. Ltd. OUE Commercial of Independent Financial Adviser to the Independent Directors Independent Financial Adviser to the Independent Directors IMPORTANT DATES AND TIMES FOR UNITHOLDERS DATES IMPORTANT EVENT and time for Last date Forms Proxy lodgement of and time of Date Meeting General Extraordinary Extraordinary Place of General Meeting This Circular may not be sent to any person or any jurisdiction in which This Circular “nil-paid” the and Units Rights the deliver to permissible be not would it defined (as Unitholders to Eligible Units Rights of allotment provisional an Entitlements”) or make under the Rights Issue (the “Rights herein) Rights Entitlements and the Rights Units of the Rights Units and the offer or resold, transferred sold, and Rights Entitlements may not be offered, to any such person or in any such jurisdiction. or indirectly, directly delivered, not be will been and not have Entitlements and Rights Rights Units The as amended (the “Securities 1933, Securities Act of under the U.S. registered the or other jurisdiction of any state Act”) or under any securities laws of resold, allotted, taken sold, and may not be offered, (“U.S.”) United States or directly or delivered, pledged, transferred renounced, up, exercised, to an applicable exemption pursuant except within the U.S. indirectly, the of requirements or a transaction not subject to, the registration from, any of laws securities applicable any with compliance in and Act Securities the U.S. or other jurisdiction of state Pte. Limited, CIMB Bank Berhad, Securities (Singapore) Chartered Standard Limited and Oversea-Chinese Banking Corporation Branch Singapore the initial public and issue managers for the joint global coordinators were of OUE C-REIT. offering MANAGED BY MANAGED Issue Joint Lead Managers and Joint Lead Managers and Underwriters for the Rights for the Rights Underwriters OUE Commercial REIT Management Pte. Ltd. OUE Commercial REIT Issue and Issue and PPU Joint Financial Joint Financial the Rights Issue THE PROPOSED ACQUISITION OF AN INDIRECT OF AN INDIRECT ACQUISITION THE PROPOSED DEED SUPPLEMENT FOR THE TRUST THE PROPOSED INTEREST IN ONE RAFFLES PLACE AND THE PROPOSED CPPU ISSUE; AND ISSUE OF PREFERRED UNITS. Advisers for the C Singapore Exchange Securities Trading Limited (the “SGX-ST”) assumes no Limited Securities Trading Exchange Singapore made, reports the statements any of of the correctness for responsibility in any doubt If you are in this Circular. or opinions expressed contained you should consult or as to the action you should take, about its contents or other professional accountant solicitor, manager, bank your stockbroker, adviser immediately. the listing the SGX-ST for in-principle has been obtained from Approval in OUE Commercial the Rights Units (as defined herein) of and quotation defined (as Issue Rights the C-REIT”), (“OUE Trust Investment Estate Real the CPPUs of and the new Units to be issued upon conversion herein) The SGX-ST’s the SGX-ST. of Units”) on the Main Board (the “Conversion the OUE C-REIT, the merits of of is not an indication in-principle approval Rights Units, Issue, the Rights the herein), defined (as Acquisition proposed the CPPUs and the Conversion Units. please all your units in OUE C-REIT (“Units”), If you have sold or transferred General Extraordinary of together with the Notice this Circular forward purchaser the to immediately Form Proxy accompanying the and Meeting the whom bank or other agent through to the stockbroker, or transferee or transferee. to the purchaser transmission for onward sale was effected (a real estate investment trust constituted on 10 October 2013 under the laws of the Republic of Singapore) Singapore) of Republic the the laws of 2013 under on 10 October constituted trust investment estate (a real 2015 1 JULY CIRCULAR DATED ATTENTION. IMMEDIATE YOUR AND REQUIRES THIS CIRCULAR IMPORTANT IS TO: CIRCULARUNITHOLDERS IN RELATION TO (1) (2)

Circular dated 1 July 2015 www.ouect.com

One Raffles Place Tower 2 is a 38-storey Grade-A office building completed building office in Grade-A 38-storey 2 is a Tower Place One Raffles Building and Construction by the Award Mark Green Platinum the 2012, awarded sustainable design. efficiency and environmentally its energy Authority for options which of shopping, dining and leisure a diverse range Offering Place One Raffles in the CBD, the working population to the needs of cater extensive has undergone podium that retail Shopping Mall is a six-storey the It is currently completed in May 2014. which were works refurbishment Place. shopping mall in Raffles purpose-built largest Place Raffles the to link underground direct a with and above Situated the basement of through station interchange (“MRT”) Mass Rapid Transit connectivity along theexcellent Place enjoys podium, One Raffles its retail otherto accessibility easy as well as lines, MRT East-West and North-South Place as well as Marina Bay. developments within Raffles ABOUT ONE RAFFLES PLACEABOUT ONE Raffles 1, One Tower Place Raffles Place One Place, comprising One Raffles iconic integratedprominent, Place Shopping Mall, is a 2 and One Raffles Tower strategically building specifications Grade-A development with commercial Place. main financial district Raffles Singapore’s in the heart of located business district (“CBD”), central the tallest buildings in the Singapore One of office building, Grade-A 1 comprises a 62-storey Tower Place One Raffles panoramic views deck offering and observation restaurant with a rooftop the city skyline.of 1,733.0 1,734.0 S$ million Parties Other Third approximately 75% of the retail podium NLA the retail 75% of is on a 99-year leasehold title commencing approximately 1 November 1985 the balance 25% is on the 841-year leasehold title commencing 1 November 1985

16.67% to 16.67% 25.0% One Raffles Place is an integrated commercial development comprising two Grade-A office towers and development comprising two Grade-A commercial Place is an integrated One Raffles podium a retail sq ft) sq m (1,288,717 119,725.8 Approximately sq ft) sq m (410,000 38,090.3 Tower 1: Approximately Place One Raffles sq ft) sq m (350,000 32,516.1 Tower 2: Approximately Place One Raffles sq ft) sq m (100,000 9,290.3 Place Shopping Mall: Approximately One Raffles sq ft) sq m (860,000 79,896.7 Approximately Total: in Basements 2 to 4 326 car park lots located Tower 1: 841-year leasehold title commencing 1 November 1985 Place One Raffles Tower 2: 99-year leasehold title commencing 26 May 1983 Place One Raffles retail podium straddles two land plots: Place Shopping Mall - the One Raffles – – OUBC 81.54% One Raffles Place One Raffles BPHPL 100% 75.0% to 75.0% 83.33% OVERVIEW OF THE TRANSACTION OVERVIEW VALUATION OF THE OUBC INTEREST VALUATION 5 June 2015 As at Savills Cushman & Wakefield OVERVIEW OF ONE RAFFLES PLACEOVERVIEW Description (“GFA”) Floor Area Gross (“NLA”) Net Lettable Area Car Park Lots Title (After the Proposed Acquisition) (After the Proposed The overview section is qualified in its entirety by, and should be read in conjunction with, the full text of this Circular. Meanings Circular. of this text with, the full in conjunction read should be and by, its entirety in is qualified section The overview in the Glossaryterms may be found defined Circular. of this of 55 to 61 on pages Property (the “OUBC Interest”). (the “OUBC Property is S$1,715 the OUBC Interest value of The agreed million. STRUCTURE ACQUISITION THE PROPOSED ACQUISITION THE PROPOSED interest an indirect to acquire proposes OUE C-REIT the Property”) through Place (“the in One Raffles interest and 83.33% between 75.0% acquisition of OUE Limited from Limited (“OUBC”) in OUB Centre wholly- its the acquisition of (the “Sponsor”), via Pte. Holdings Property Beacon subsidiary owned (the “Acquisition”). (“BPHPL”) Ltd. the Property owner of OUBC is the registered the in the beneficial interest and owns 81.54% of

DATE AND TIME DATE p.m. 2.00 25 July 2015 at Saturday, p.m. 2.00 27 July 2015 at Monday, Marina Mandarin Singapore Level 1 Marina Mandarin Ballroom, Marina Square Boulevard, 6 Raffles 039594 Singapore

for the Acquisition and the CPPU Issue (Company Registration No.: 200200144N) (Company Registration (Incorporated in the Republic of Singapore) in the Republic of (Incorporated DBS Trustee Limited (as trustee of OUE C-REIT) OUE C-REIT) Limited (as trustee of DBS Trustee DELOITTE & TOUCHE CORPORATE FINANCE PTE LTD CORPORATE DELOITTE & TOUCHE of OUE Commercial REIT Management Pte. Ltd. and to and to REIT Management Pte. Ltd. OUE Commercial of Independent Financial Adviser to the Independent Directors Independent Financial Adviser to the Independent Directors IMPORTANT DATES AND TIMES FOR UNITHOLDERS DATES IMPORTANT EVENT and time for Last date Forms Proxy lodgement of and time of Date Meeting General Extraordinary Extraordinary Place of General Meeting This Circular may not be sent to any person or any jurisdiction in which This Circular “nil-paid” the and Units Rights the deliver to permissible be not would it defined (as Unitholders to Eligible Units Rights of allotment provisional an Entitlements”) or make under the Rights Issue (the “Rights herein) Rights Entitlements and the Rights Units of the Rights Units and the offer or resold, transferred sold, and Rights Entitlements may not be offered, to any such person or in any such jurisdiction. or indirectly, directly delivered, not be will been and not have Entitlements and Rights Rights Units The as amended (the “Securities 1933, Securities Act of under the U.S. registered the or other jurisdiction of any state Act”) or under any securities laws of resold, allotted, taken sold, and may not be offered, (“U.S.”) United States or directly or delivered, pledged, transferred renounced, up, exercised, to an applicable exemption pursuant except within the U.S. indirectly, the of requirements or a transaction not subject to, the registration from, any of laws securities applicable any with compliance in and Act Securities the U.S. or other jurisdiction of state Pte. Limited, CIMB Bank Berhad, Securities (Singapore) Chartered Standard Limited and Oversea-Chinese Banking Corporation Branch Singapore the initial public and issue managers for the joint global coordinators were of OUE C-REIT. offering MANAGED BY MANAGED Issue Joint Lead Managers and Joint Lead Managers and Underwriters for the Rights for the Rights Underwriters OUE Commercial REIT Management Pte. Ltd. OUE Commercial REIT Issue and Issue and PPU Joint Financial Joint Financial the Rights Issue THE PROPOSED ACQUISITION OF AN INDIRECT OF AN INDIRECT ACQUISITION THE PROPOSED DEED SUPPLEMENT FOR THE TRUST THE PROPOSED INTEREST IN ONE RAFFLES PLACE AND THE PROPOSED CPPU ISSUE; AND ISSUE OF PREFERRED UNITS. Advisers for the C Singapore Exchange Securities Trading Limited (the “SGX-ST”) assumes no Limited Securities Trading Exchange Singapore made, reports the statements any of of the correctness for responsibility in any doubt If you are in this Circular. or opinions expressed contained you should consult or as to the action you should take, about its contents or other professional accountant solicitor, manager, bank your stockbroker, adviser immediately. the listing the SGX-ST for in-principle has been obtained from Approval in OUE Commercial the Rights Units (as defined herein) of and quotation defined (as Issue Rights the C-REIT”), (“OUE Trust Investment Estate Real the CPPUs of and the new Units to be issued upon conversion herein) The SGX-ST’s the SGX-ST. of Units”) on the Main Board (the “Conversion the OUE C-REIT, the merits of of is not an indication in-principle approval Rights Units, Issue, the Rights the herein), defined (as Acquisition proposed the CPPUs and the Conversion Units. please all your units in OUE C-REIT (“Units”), If you have sold or transferred General Extraordinary of together with the Notice this Circular forward purchaser the to immediately Form Proxy accompanying the and Meeting the whom bank or other agent through to the stockbroker, or transferee or transferee. to the purchaser transmission for onward sale was effected (a real estate investment trust constituted on 10 October 2013 under the laws of the Republic of Singapore) Singapore) of Republic the the laws of 2013 under on 10 October constituted trust investment estate (a real 2015 1 JULY CIRCULAR DATED ATTENTION. IMMEDIATE YOUR AND REQUIRES THIS CIRCULAR IMPORTANT IS TO: CIRCULARUNITHOLDERS IN RELATION TO (1) (2)

Circular dated 1 July 2015 www.ouect.com KEY BENEFITS TO UNITHOLDERS

1. ACQUISITION OF A LANDMARK COMMERCIAL PROPERTY IN SINGAPORE 2. ACQUISITION AT AN ATTRACTIVE PRICE

The agreed value for the OUBC Interest of S$1,715 million translates to an attractive price of S$2,382 per square foot (“psf”),  Raffles Place is perceived as the most accessible compared to recently transacted prices of Grade-A properties in the Raffles Place area office location in the CBD and is expected to

remain a focal point of the CBD, with its strategic TRANSACTED PRICE (S$ psf) location offering a strong pull-factor for existing Remaining Weighted average of 847 years 80 years 92 years More than and prospective tenants Land Tenure: 435 years 840 years 2,830  The Property is situated above and seamlessly 2,498 linked to the Raffles Place MRT interchange 2,382 2,316 2,374 station, one of Singapore’s major interchange stations, which links to an extensive underground network of pedestrian walkways connecting other developments within Raffles Place as well as Marina Bay

 Enjoys enhanced accessibility to other parts of Singapore via proximity to major expressways: - Marina Coastal Expressway OUBC Interest(1) Straits Trading Building Prudential Tower(2) OUE Bayfront Hitachi Tower(3) - Central Expressway (in progress) (Sep 2014) (May 2014) (Jan 2014) (Jan 2013) - East Coast Parkway Source: Unless otherwise indicated, the information in the chart is based on information provided in the valuation report of the OUBC interest by Cushman & Wakefield dated 9 June 2015 - Ayer Rajah Expressway (1) This is specific information provided by the Manager for the purpose of comparison (2) Based on the sale of a 92.8% stake in Prudential Tower (3) Based on the sale of a 51% stake in Hitachi Tower which valued the property at around S$660.0 million

Singapore River 3. GROWTH OPPORTUNITY FROM POTENTIAL IMPROVEMENT IN OCCUPANCY AND RENTAL RATES Chulia St

ONE RAFFLES  Rents for Grade-A buildings in Raffles Place with direct PLACE Square access to the MRT station are expected to be relatively POTENTIAL UPSIDE IN OCCUPANCY: Battery Rd Fullerton Fullerton Rd +7PPT TO 12PPT resilient: 97.2% Church St +7ppt

14

E OUE Link - No known premium and Grade-A office developments EW LAC 90%

ES P OUE Tower 26 L

F S to be completed in the area from 2015 to 2018 F

N

RA Marina Bay Estimated OUE Bayfront Market St Market - Existing Grade-A offices in Raffles Place are uniquely range { +12ppt positioned, offering mainly mid-sized floor plates of Collyer Quay

1 around 10,000 sq ft compared with recent and future 85% CE

NT O R office developments that offer floor plates of 20,000 16 YF Marina Boulevar DT Cross St Quay BA sq ft and above Bayfront Ave Ra es As at 1Q 2015, the Independent Market Research Cecil St d  Consultant(1) estimates the average office rent in Marina

Central Boulevard Bay to be 20% higher than that in Raffles Place:

To Changi Airport - Strong value proposition for businesses to be located Current estimated Average occupancy rate Robinson Rd in Raffles Place office occupancy rate for Grade-A offices in arina Way M of the Property Raffles Place in 1Q 2015 Shenton Way Current office occupancy rate of the Property is estimated  POTENTIAL UPSIDE IN OFFICE RENTS: to be about 85.0% to 90.0%, as compared to the average +15% TO 21% (U/C) occupancy rate for Grade-A offices in Raffles Place in 1Q S$ psf per month 11.50 2015 of about 97.2%: +15% - Potential for occupancy rate to increase by about 7 10.00 INCREASE IN REMAINING WEIGHTED to 12 percentage points (“ppt”)  With a long remaining weighted average AVERAGE LAND LEASE EXPIRY Estimated land lease expiry (by value) of 435 years, the range +21% 258 Years  Current office rent at the Property is estimated to be S$9.50 { proposed Acquisition is expected to increase to S$10.00 psf per month, compared to the average rent the remaining land lease expiry of OUE C-REIT for Grade-A offices in Raffles Place in 1Q 2015 of about 9.50 by approximately 3.6 times, from the current 3.6x S$11.50 psf per month: remaining weighted average land lease expiry of approximately 72 years to 258 years - Potential for positive rental reversion of about 15% to 21% 72 Years

Current estimated Average rent for Grade-A Existing Portfolio Enlarged Portfolio office rent of the offices in Raffles Place Property in 1Q 2015 (1) DTZ Debenham Tie Leung (SEA) Pte Ltd (the “Independent Market Research Source: Independent Market Research Report by DTZ dated Consultant”) 24 April 2015 KEY BENEFITS TO UNITHOLDERS

1. ACQUISITION OF A LANDMARK COMMERCIAL PROPERTY IN SINGAPORE 2. ACQUISITION AT AN ATTRACTIVE PRICE

The agreed value for the OUBC Interest of S$1,715 million translates to an attractive price of S$2,382 per square foot (“psf”),  Raffles Place is perceived as the most accessible compared to recently transacted prices of Grade-A properties in the Raffles Place area office location in the CBD and is expected to

remain a focal point of the CBD, with its strategic TRANSACTED PRICE (S$ psf) location offering a strong pull-factor for existing Remaining Weighted average of 847 years 80 years 92 years More than and prospective tenants Land Tenure: 435 years 840 years 2,830  The Property is situated above and seamlessly 2,498 linked to the Raffles Place MRT interchange 2,382 2,316 2,374 station, one of Singapore’s major interchange stations, which links to an extensive underground network of pedestrian walkways connecting other developments within Raffles Place as well as Marina Bay

 Enjoys enhanced accessibility to other parts of Singapore via proximity to major expressways: - Marina Coastal Expressway OUBC Interest(1) Straits Trading Building Prudential Tower(2) OUE Bayfront Hitachi Tower(3) - Central Expressway (in progress) (Sep 2014) (May 2014) (Jan 2014) (Jan 2013) - East Coast Parkway Source: Unless otherwise indicated, the information in the chart is based on information provided in the valuation report of the OUBC interest by Cushman & Wakefield dated 9 June 2015 - Ayer Rajah Expressway (1) This is specific information provided by the Manager for the purpose of comparison (2) Based on the sale of a 92.8% stake in Prudential Tower (3) Based on the sale of a 51% stake in Hitachi Tower which valued the property at around S$660.0 million

Singapore River 3. GROWTH OPPORTUNITY FROM POTENTIAL IMPROVEMENT IN OCCUPANCY AND RENTAL RATES Chulia St

ONE RAFFLES  Rents for Grade-A buildings in Raffles Place with direct PLACE Square access to the MRT station are expected to be relatively POTENTIAL UPSIDE IN OCCUPANCY: Battery Rd Fullerton Fullerton Rd +7PPT TO 12PPT resilient: 97.2% Church St +7ppt

14

E OUE Link - No known premium and Grade-A office developments EW LAC 90%

ES P OUE Tower 26 L

F S to be completed in the area from 2015 to 2018 F

N

RA Marina Bay Estimated OUE Bayfront Market St Market - Existing Grade-A offices in Raffles Place are uniquely range { +12ppt positioned, offering mainly mid-sized floor plates of Collyer Quay

1 Marina Bay Sands around 10,000 sq ft compared with recent and future 85% CE

NT O R office developments that offer floor plates of 20,000 16 YF Marina Boulevar DT Cross St Quay BA sq ft and above Bayfront Ave Ra es As at 1Q 2015, the Independent Market Research Cecil St d  Consultant(1) estimates the average office rent in Marina

Central Boulevard Bay to be 20% higher than that in Raffles Place:

To Changi Airport - Strong value proposition for businesses to be located Current estimated Average occupancy rate Robinson Rd in Raffles Place office occupancy rate for Grade-A offices in arina Way M of the Property Raffles Place in 1Q 2015 Shenton Way Current office occupancy rate of the Property is estimated  POTENTIAL UPSIDE IN OFFICE RENTS: to be about 85.0% to 90.0%, as compared to the average +15% TO 21% (U/C) occupancy rate for Grade-A offices in Raffles Place in 1Q S$ psf per month 11.50 2015 of about 97.2%: +15% - Potential for occupancy rate to increase by about 7 10.00 INCREASE IN REMAINING WEIGHTED to 12 percentage points (“ppt”)  With a long remaining weighted average AVERAGE LAND LEASE EXPIRY Estimated land lease expiry (by value) of 435 years, the range +21% 258 Years  Current office rent at the Property is estimated to be S$9.50 { proposed Acquisition is expected to increase to S$10.00 psf per month, compared to the average rent the remaining land lease expiry of OUE C-REIT for Grade-A offices in Raffles Place in 1Q 2015 of about 9.50 by approximately 3.6 times, from the current 3.6x S$11.50 psf per month: remaining weighted average land lease expiry of approximately 72 years to 258 years - Potential for positive rental reversion of about 15% to 21% 72 Years

Current estimated Average rent for Grade-A Existing Portfolio Enlarged Portfolio office rent of the offices in Raffles Place Property in 1Q 2015 (1) DTZ Debenham Tie Leung (SEA) Pte Ltd (the “Independent Market Research Source: Independent Market Research Report by DTZ dated Consultant”) 24 April 2015 4. ACHIEVEMENT OF TRANSFORMATIONAL SCALE AND STRENGTHENED COMPETITIVE POSITION PROPORTION OF PORTFOLIO GROSS REVENUE CONTRIBUTION DENOMINATED IN SINGAPORE DOLLARS(1) Achievement of transformational scale for OUE C-REIT through the proposed Acquisition which will significantly enlarge the size of its assets-under-management (“AUM”) and strengthen its competitive position in Singapore 31.5% 17.7% 16.9%

INCREASE IN TOTAL AUM INCREASE IN TOTAL NET LETTABLE AREA Enlarged Enlarged Portfolio Portfolio Existing (83.33% indirect Portfolio (75.0% indirect interest interest in OUBC) In S$ million In sq ft 1,545,000 in OUBC) 3,365 87.3% 68.5% 82.3% 83.1% 106.3%

825,000 1,631 Gross revenue denominated in Singapore dollars Gross revenue denominated in foreign currency

PORTFOLIO GROSS REVENUE CONTRIBUTION BY PROPERTY(1)

Existing Portfolio AUM(1) Enlarged Portfolio AUM Existing Portfolio NLA(1) Enlarged Portfolio NLA 31.5% 68.5% 43.8% 38.5% 46.4% 36.7%

Enlarged Enlarged INCREASE IN PROPORTION OF SINGAPORE AUM Existing Portfolio Portfolio Portfolio (75.0% indirect (83.33% indirect interest interest in OUBC) in OUBC) 30.4% 14.7%

17.7% 16.9% Enlarged Existing Portfolio Portfolio(1) (OUBC Interest) OUE Bayfront Lippo Plaza One Raffles Place

(1) For the Forecast Period from 1 October 2015 to 31 December 2015

69.6% 85.3% 7. INCREASED MARKET CAPITALISATION AND POTENTIAL INCREASE IN LIQUIDITY

Singapore AUM Overseas AUM  To part finance the proposed Acquisition, new Units will be raised via the Rights Issue. As at the Latest Practicable Date, the (1) As at 31 December 2014 new Units will constitute 45.0% of the Units in issue  The issue of the new Units is expected to increase the market capitalisation of OUE C-REIT and this may therefore facilitate improvement in the trading liquidity of Units on the SGX-ST 5. STRONG SUPPORT FROM SPONSOR  The Manager believes the increased market capitalisation and liquidity would provide OUE C-REIT with increased visibility within the investment community The proposed issuance of the CPPUs to the Sponsor as part payment for the proposed Acquisition and its undertaking to take up its full pro rata stake in the Rights Issue demonstrates:

- Sponsor’s commitment to support OUE C-REIT’s acquisition growth strategy INCREASE IN MARKET CAPITALISATION

- Long-term commitment to grow OUE C-REIT into an efficient platform for holding commercial properties In S$ million 30.6% 930.6

- Confidence in the growth prospects of One Raffles Place, underlining its importance as a key asset within OUE C-REIT’s 712.3 portfolio

6. ENHANCED PORTFOLIO DIVERSIFICATION & RESILIENCE, REDUCED ASSET CONCENTRATION RISK 72 Years  Increase gross revenue contribution denominated in Singapore dollars, which will reduce the impact of foreign exchange fluctuations Market Capitalisation Market Capitalisation  Enhance OUE C-REIT’s revenue diversification and reduce concentration risk of income stream from any single property Pre Rights Issue(1) Post Rights Issue Enhanced quality of OUE C-REIT’s tenant base, with the addition of several established MNCs  (1) Based on Unit closing price of S$0.815 as at Latest Practicable Date of 26 June 2015 4. ACHIEVEMENT OF TRANSFORMATIONAL SCALE AND STRENGTHENED COMPETITIVE POSITION PROPORTION OF PORTFOLIO GROSS REVENUE CONTRIBUTION DENOMINATED IN SINGAPORE DOLLARS(1) Achievement of transformational scale for OUE C-REIT through the proposed Acquisition which will significantly enlarge the size of its assets-under-management (“AUM”) and strengthen its competitive position in Singapore 31.5% 17.7% 16.9%

INCREASE IN TOTAL AUM INCREASE IN TOTAL NET LETTABLE AREA Enlarged Enlarged Portfolio Portfolio Existing (83.33% indirect Portfolio (75.0% indirect interest interest in OUBC) In S$ million In sq ft 1,545,000 in OUBC) 3,365 87.3% 68.5% 82.3% 83.1% 106.3%

825,000 1,631 Gross revenue denominated in Singapore dollars Gross revenue denominated in foreign currency

PORTFOLIO GROSS REVENUE CONTRIBUTION BY PROPERTY(1)

Existing Portfolio AUM(1) Enlarged Portfolio AUM Existing Portfolio NLA(1) Enlarged Portfolio NLA 31.5% 68.5% 43.8% 38.5% 46.4% 36.7%

Enlarged Enlarged INCREASE IN PROPORTION OF SINGAPORE AUM Existing Portfolio Portfolio Portfolio (75.0% indirect (83.33% indirect interest interest in OUBC) in OUBC) 30.4% 14.7%

17.7% 16.9% Enlarged Existing Portfolio Portfolio(1) (OUBC Interest) OUE Bayfront Lippo Plaza One Raffles Place

(1) For the Forecast Period from 1 October 2015 to 31 December 2015

69.6% 85.3% 7. INCREASED MARKET CAPITALISATION AND POTENTIAL INCREASE IN LIQUIDITY

Singapore AUM Overseas AUM  To part finance the proposed Acquisition, new Units will be raised via the Rights Issue. As at the Latest Practicable Date, the (1) As at 31 December 2014 new Units will constitute 45.0% of the Units in issue  The issue of the new Units is expected to increase the market capitalisation of OUE C-REIT and this may therefore facilitate improvement in the trading liquidity of Units on the SGX-ST 5. STRONG SUPPORT FROM SPONSOR  The Manager believes the increased market capitalisation and liquidity would provide OUE C-REIT with increased visibility within the investment community The proposed issuance of the CPPUs to the Sponsor as part payment for the proposed Acquisition and its undertaking to take up its full pro rata stake in the Rights Issue demonstrates:

- Sponsor’s commitment to support OUE C-REIT’s acquisition growth strategy INCREASE IN MARKET CAPITALISATION

- Long-term commitment to grow OUE C-REIT into an efficient platform for holding commercial properties In S$ million 30.6% 930.6

- Confidence in the growth prospects of One Raffles Place, underlining its importance as a key asset within OUE C-REIT’s 712.3 portfolio

6. ENHANCED PORTFOLIO DIVERSIFICATION & RESILIENCE, REDUCED ASSET CONCENTRATION RISK 72 Years  Increase gross revenue contribution denominated in Singapore dollars, which will reduce the impact of foreign exchange fluctuations Market Capitalisation Market Capitalisation  Enhance OUE C-REIT’s revenue diversification and reduce concentration risk of income stream from any single property Pre Rights Issue(1) Post Rights Issue Enhanced quality of OUE C-REIT’s tenant base, with the addition of several established MNCs  (1) Based on Unit closing price of S$0.815 as at Latest Practicable Date of 26 June 2015 METHOD OF FINANCING OVERVIEW OF OUE C-REIT

The Manager intends to finance all acquisition costs relating to the proposed Acquisition (excluding the Acquisition Fee Units) ABOUT OUE C-REIT through a combination of debt and equity financing, including the proposed issue of convertible perpetual preferred units (“CPPUs”) and the Rights Issue. OUE C-REIT is a real estate investment trust listed on the SGX-ST on 27 January 2014. OUE C-REIT’s principal investment strategy is to invest in income-producing real estate used primarily for commercial purpose in financial and business hubs in key gateway In S$ million SOURCES OF FUNDING cities. Its portfolio comprises two strategically located properties in Singapore and China with a combined asset size of S$1.6 billion as at 31 December 2014. 333.3 399.3 (31.4%) (33.9%) Summary of selected information on OUE C-REIT’s enlarged portfolio:

500.0 550.0 83.33% OUE BAYFRONT LIPPO PLAZA ONE RAFFLES PLACE 75.0% (47.1%) (46.7%) indirect indirect interest interest Key tenants Bank of America Merrill Lynch Ermenegildo Zegna Petrobras Singapore Pte Ltd in OUBC in OUBC Hogan Lovells Alipay Singapore E-commerce 9.6 TMF Limited (0.9%) 10.7 International LLP Private Limited (0.9%) Citrix Systems Singapore British IFX Markets Ltd Virgin Active 218.3 218.3 (20.6%) (18.5%) Pte Ltd Shanghai Representative Office Singapore Pte Ltd

(1) CPPUs Rights Issue Debt Acquisition Fee Units GFA (sq ft) 503,482 629,925 c.1,288,717 NLA (sq ft) 402,564 422,213 c.860,000(1) TOTAL ACQUISITION COST PROPOSED ISSUE OF CPPUs Valuation (S$ million) 1,135.0(2) 495.6(2) 1,734.0(3) The total cost of the proposed Acquisition is estimated The Manager proposes to issue up to S$550.0 million of CPPUs to the to range from S$1,061.2 million to S$1,178.3 million, Sponsor (or its nominees) as part payment for the Purchase Consideration. (1) Represents 100% of One Raffles Place’s GFA and NLA comprising the expected Purchase Consideration(1) (2) As at 31 December 2014 (3) Valuation of the OUBC Interest by Savills as at 5 June 2015 of S$1,034.0 million to S$1,148.8 million, and The CPPUs will be classified as equity, and the proposed CPPU issue will the estimated fees and expenses (including the not result in an increase in OUE C-REIT’s aggregate leverage under the acquisition fee payable to the Manager, stamp Property Funds Appendix. duty, professional fees and expenses) relating to The CPPUs carry a coupon of 1.0% per annum, and are convertible at a the proposed Transactions. premium of 15.0% above the theoretical ex-rights price (“TERP”) in relation to the Rights Issue into ordinary Units after the expiry of a four-year restriction ESTIMATED TOTAL ACQUISITION COST period. During the restriction period the CPPUs are not allowed to be OUE BAYFRONT S$ million 75.0% of 83.33% of converted by the CPPU holder, but shall be redeemable on a pro rata basis the OUBC the OUBC at the option of the Manager, in whole or in part, at the issue price. Premium Grade-A office building located at Collyer Quay Interest Interest between the Marina Bay downtown and Raffles Place In order to ensure an orderly conversion of the CPPUs, not more than financial hub in Singapore’s CBD Purchase Consideration 1,034.0 1,148.8 one-third of the CPPUs initially issued shall be converted in any one year Acquisition Fee 9.6 10.7 after the restriction period.

Transaction Costs 17.6 18.8 RIGHTS ISSUE Estimated Total 1,061.2 1,178.3 Acquisition Cost The Manager has announced a fully underwritten renounceable Rights Issue of 393,305,817 new Units to Eligible Unitholders on the basis of 9 (1) The Purchase Consideration is derived based on the expected Rights Units for every 20 existing Units at a Rights Issue Price of S$0.555 Net Asset Value (“NAV”) of BPHPL Group, including the repayment of any outstanding shareholder’s loan. The difference between to raise gross proceeds of approximately S$218.3 million. the agreed values of the OUBC interest to be acquired and the purchase consideration is the adjustment that shall reflect the Committed Sponsor has undertaken to fully subscribe for its pro rata LIPPO PLAZA actual NAV of BPHPL Group on the date of completion of the entitlement of Rights Units representing 48.3% of voting rights. proposed Acquisition. BPHPL Group refers to BPHPL and its Grade-A commercial building located in the business shareholding in OUBC district of Huangpu, one of Shanghai’s established core DPU YIELD(1) CBD locations

8.2%(2)

6.2%(3)

ONE RAFFLES PLACE

Prominent, iconic integrated commercial development with Grade-A building specifications strategically located in the OUE C-REIT Post Transactions(4) heart of Singapore's main financial district Raffles Place (1) For the Forecast Period from 1 October 2015 to 31 December 2015 (2) DPU yield based on Rights Issue Price of S$0.555 (3) DPU yield based on TERP of S$0.731 per Unit (4) Identical DPU yield at one decimal point for the proposed Acquisition of 75.0% or 83.33% indirect interest in OUBC METHOD OF FINANCING OVERVIEW OF OUE C-REIT

The Manager intends to finance all acquisition costs relating to the proposed Acquisition (excluding the Acquisition Fee Units) ABOUT OUE C-REIT through a combination of debt and equity financing, including the proposed issue of convertible perpetual preferred units (“CPPUs”) and the Rights Issue. OUE C-REIT is a real estate investment trust listed on the SGX-ST on 27 January 2014. OUE C-REIT’s principal investment strategy is to invest in income-producing real estate used primarily for commercial purpose in financial and business hubs in key gateway In S$ million SOURCES OF FUNDING cities. Its portfolio comprises two strategically located properties in Singapore and China with a combined asset size of S$1.6 billion as at 31 December 2014. 333.3 399.3 (31.4%) (33.9%) Summary of selected information on OUE C-REIT’s enlarged portfolio:

500.0 550.0 83.33% OUE BAYFRONT LIPPO PLAZA ONE RAFFLES PLACE 75.0% (47.1%) (46.7%) indirect indirect interest interest Key tenants Bank of America Merrill Lynch Ermenegildo Zegna Petrobras Singapore Pte Ltd in OUBC in OUBC Hogan Lovells Alipay Singapore E-commerce 9.6 TMF Limited (0.9%) 10.7 International LLP Private Limited (0.9%) Citrix Systems Singapore British IFX Markets Ltd Virgin Active 218.3 218.3 (20.6%) (18.5%) Pte Ltd Shanghai Representative Office Singapore Pte Ltd

(1) CPPUs Rights Issue Debt Acquisition Fee Units GFA (sq ft) 503,482 629,925 c.1,288,717 NLA (sq ft) 402,564 422,213 c.860,000(1) TOTAL ACQUISITION COST PROPOSED ISSUE OF CPPUs Valuation (S$ million) 1,135.0(2) 495.6(2) 1,734.0(3) The total cost of the proposed Acquisition is estimated The Manager proposes to issue up to S$550.0 million of CPPUs to the to range from S$1,061.2 million to S$1,178.3 million, Sponsor (or its nominees) as part payment for the Purchase Consideration. (1) Represents 100% of One Raffles Place’s GFA and NLA comprising the expected Purchase Consideration(1) (2) As at 31 December 2014 (3) Valuation of the OUBC Interest by Savills as at 5 June 2015 of S$1,034.0 million to S$1,148.8 million, and The CPPUs will be classified as equity, and the proposed CPPU issue will the estimated fees and expenses (including the not result in an increase in OUE C-REIT’s aggregate leverage under the acquisition fee payable to the Manager, stamp Property Funds Appendix. duty, professional fees and expenses) relating to The CPPUs carry a coupon of 1.0% per annum, and are convertible at a the proposed Transactions. premium of 15.0% above the theoretical ex-rights price (“TERP”) in relation to the Rights Issue into ordinary Units after the expiry of a four-year restriction ESTIMATED TOTAL ACQUISITION COST period. During the restriction period the CPPUs are not allowed to be OUE BAYFRONT S$ million 75.0% of 83.33% of converted by the CPPU holder, but shall be redeemable on a pro rata basis the OUBC the OUBC at the option of the Manager, in whole or in part, at the issue price. Premium Grade-A office building located at Collyer Quay Interest Interest between the Marina Bay downtown and Raffles Place In order to ensure an orderly conversion of the CPPUs, not more than financial hub in Singapore’s CBD Purchase Consideration 1,034.0 1,148.8 one-third of the CPPUs initially issued shall be converted in any one year Acquisition Fee 9.6 10.7 after the restriction period.

Transaction Costs 17.6 18.8 RIGHTS ISSUE Estimated Total 1,061.2 1,178.3 Acquisition Cost The Manager has announced a fully underwritten renounceable Rights Issue of 393,305,817 new Units to Eligible Unitholders on the basis of 9 (1) The Purchase Consideration is derived based on the expected Rights Units for every 20 existing Units at a Rights Issue Price of S$0.555 Net Asset Value (“NAV”) of BPHPL Group, including the repayment of any outstanding shareholder’s loan. The difference between to raise gross proceeds of approximately S$218.3 million. the agreed values of the OUBC interest to be acquired and the purchase consideration is the adjustment that shall reflect the Committed Sponsor has undertaken to fully subscribe for its pro rata LIPPO PLAZA actual NAV of BPHPL Group on the date of completion of the entitlement of Rights Units representing 48.3% of voting rights. proposed Acquisition. BPHPL Group refers to BPHPL and its Grade-A commercial building located in the business shareholding in OUBC district of Huangpu, one of Shanghai’s established core DPU YIELD(1) CBD locations

8.2%(2)

6.2%(3)

ONE RAFFLES PLACE

Prominent, iconic integrated commercial development with Grade-A building specifications strategically located in the OUE C-REIT Post Transactions(4) heart of Singapore's main financial district Raffles Place (1) For the Forecast Period from 1 October 2015 to 31 December 2015 (2) DPU yield based on Rights Issue Price of S$0.555 (3) DPU yield based on TERP of S$0.731 per Unit (4) Identical DPU yield at one decimal point for the proposed Acquisition of 75.0% or 83.33% indirect interest in OUBC TABLE OF CONTENTS

Page

CORPORATE INFORMATION ...... ii

SUMMARY ...... 1

INDICATIVE TIMETABLE ...... 8

LETTERTOUNITHOLDERS 1. SummaryofApprovalsSought ...... 9 2. Resolution 1: The Proposed Acquisition and the Proposed CPPUIssue...... 9 3. Resolution 2: The Proposed Trust Deed Supplement for the Issue of Preferred Units ...... 25 4. Rationale for the Proposed Transactions ...... 28 5. ProfitForecast ...... 35 6. Details and Financial Information of the Proposed Transactions ...... 38 7. Recommendations ...... 50 8. Extraordinary General Meeting ...... 50 9. AbstentionsfromVoting ...... 51 10. Actions to be Taken by Unitholders ...... 51 11. Directors’ Responsibility Statement ...... 51 12. Joint Financial Advisers’ Responsibility Statement ...... 52 13. Consents ...... 52 14. Documents Available for Inspection ...... 52

IMPORTANT NOTICE ...... 54

GLOSSARY ...... 55

APPENDICES Appendix A The Proposed Trust Deed Supplement ...... A-1 Appendix B Terms of the Convertible Perpetual Preferred Units ...... B-1 AppendixC ProfitForecast ...... C-1 Appendix D Independent Accountants’ Report on the Profit Forecast...... D-1 Appendix E Independent Financial Adviser’s Letter ...... E-1 Appendix F Valuation Certificates ...... F-1 Appendix G Independent Market Research Report ...... G-1 Appendix H Existing Interested Person Transactions ...... H-1

NOTICEOFEXTRAORDINARYGENERALMEETING ...... I-1

PROXYFORM

i CORPORATE INFORMATION

Directors of OUE : Mr. Christopher James Williams (Chairman and Commercial REIT Non-Executive Director) Management Pte. Ltd. Mr. Ng Lak Chuan (Lead Independent Director) (the “Manager”) Mr. Loh Lian Huat (Independent Director) Mr. Carl Gabriel Florian Stubbe (Independent Director) Mr. Jonathan Miles Foxall (Non-Executive Non- Independent Director) Ms. Tan Shu Lin (Chief Executive Officer and Executive Director)

Registered Office of the : 50CollyerQuay#04-08 Manager OUE Bayfront Singapore 049321

Trustee of OUE C-REIT : DBSTrusteeLimited (the “Trustee”) 12 Marina Boulevard Marina Bay Financial Centre Tower 3 Singapore 018982

Legal Adviser to the : Allen&GledhillLLP Manager #28-00 Singapore 018989

Joint Financial Advisers : Citigroup Global Markets Singapore Pte. Ltd. for the CPPU Issue and 8 Marina View #21-00 the Rights Issue Tower 1 Singapore 018960

Standard Chartered Bank Singapore Branch Marina Bay Financial Centre (Tower 1) 8 Marina Boulevard, Level 26 Singapore 018981

Joint Lead Managers and : Citigroup Global Markets Singapore Pte. Ltd. Underwriters for the 8 Marina View #21-00 Rights Issue Asia Square Tower 1 Singapore 018960

DBS Bank Ltd. 12 Marina Boulevard Level 46 Marina Bay Financial Centre Tower 3 Singapore 018982

Legal Adviser to the Joint : CliffordChancePte.Ltd. Lead Managers and Marina Bay Financial Centre Underwriters 25th Floor, Tower 3 12 Marina Boulevard Singapore 018982

ii Legal Adviser to the : Rodyk&DavidsonLLP Trustee 80 Raffles Place #33-00 UOB Plaza 1 Singapore 048624

Unit Registrar and Unit : BoardroomCorporate&AdvisoryServicesPte.Ltd. Transfer Office 50 Raffles Place #32-01 Singapore 048623

Independent Financial : Deloitte & Touche Corporate Finance Pte Ltd Adviser to the 6 Shenton Way Independent Directors of #32-00 OUE Downtown 2 the Manager and to the Singapore 068809 Trustee for the Acquisition and the CPPU Issue

Independent Accountants :KPMGLLP 16 Raffles Quay #22-00 Singapore 048581

Independent Valuers : Savills Valuation and Professional Services (S) Pte Ltd (appointed by the Trustee) 30 Cecil Street #20-03 Prudential Tower Singapore 049712

Cushman & Wakefield VHS Pte. Ltd. (appointed by the Manager) 3 Church Street #09-03 Singapore 049483

Independent Market : DTZDebenhamTieLeung(SEA)PteLtd Research Consultant 100 Beach Road #35-00 Shaw Tower Singapore 189702

iii This page has been intentionally left blank. SUMMARY

The following summary is qualified in its entirety by, and should be read in conjunction with, the full text of this Circular. Meanings of defined terms may also be found in the Glossary on pages 55 to 61 of this Circular.

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

INTRODUCTION

OUE Commercial Real Estate Investment Trust (“OUEC-REIT”) is a real estate investment trust listed on the Main Board of Singapore Exchange Securities Trading Limited (the “SGX-ST”).OUE C-REIT is established with the principal investment strategy of investing, directly or indirectly, in a portfolio of income-producing real estate used primarily for commercial purposes (including real estate used primarily for office and/or retail purposes) in financial and business hubs within and outside of Singapore, as well as real estate-related assets. OUE C-REIT is managed by OUE Commercial REIT Management Pte. Ltd. (the “Manager”), a wholly-owned subsidiary of OUE Limited (the “Sponsor”).

OUE C-REIT’s existing asset portfolio comprises:

• OUE Bayfront and its ancillary properties, which are located at Collyer Quay in Singapore’s central business district (“CBD”), comprising (i) OUE Bayfront, an 18-storey premium office building with rooftop restaurant premises located at 50 Collyer Quay, (ii) OUE Tower, a conserved tower building located at 60 Collyer Quay with panoramic views of the Marina Bay landscape which is currently occupied by a fine dining restaurant, and (iii) OUE Link, an overhead pedestrian link bridge with retail units located at 62 Collyer Quay (collectively, “OUE Bayfront”); and

• Lippo Plaza, which is located at 222 Huaihai Zhong Road in the commercial district of Huangpu in central Shanghai, the People’s Republic of China (“PRC”). It is a 36-storey Grade-A commercial building used for office and retail purposes and comprises a three- storey retail podium and basement car park lots. OUE C-REIT has a 91.2% strata ownership of Lippo Plaza (“Lippo Plaza”),

(collectively, the “Existing Portfolio”). The Existing Portfolio has a combined value of S$1,630.6 million as at 31 December 2014.

SUMMARY OF APPROVALS SOUGHT

The Manager seeks approval from the unitholders of OUE C-REIT (the “Unitholders”) for the following resolutions:

(i) Resolution 1 (Ordinary Resolution): the proposed acquisition by OUE C-REIT of an indirect interest in One Raffles Place (the “Property”) from the Sponsor through the acquisition of the entire issued share capital of Beacon Property Holdings Pte. Ltd. (“BPHPL”), which holds a percentage of the issued share capital in OUB Centre Limited (“OUBC”) (the “Acquisition”), the proposed issue of new Units to the Manager for payment of its acquisition fee for the proposed Acquisition (“Acquisition Fee”)1 and the proposed

1 As the proposed Acquisition is an “interested party transaction” under Appendix 6 of the Code on Collective Investment Schemes issued by the Monetary Authority of Singapore (the “MAS”, and Appendix 6, the “Property Funds Appendix”), the Acquisition Fee will be in the form of Units (the “Acquisition Fee Units”) which shall not be sold within one year of the date of issuance in accordance with Paragraph 5.6 of the Property Funds Appendix.

1 issue of up to S$550.0 million convertible perpetual preferred units (“CPPUs”) to the Sponsor (or its nominees) as part payment of the purchase consideration for the proposed Acquisition (the “Purchase Consideration”) (the “CPPU Issue”); and

(ii) Resolution 2 (Extraordinary Resolution): the proposed entry into a supplement to the trust deed dated 10 October 2013 constituting OUE C-REIT (as amended) (the “Trust Deed”, and the proposed supplement to the Trust Deed, the “Trust Deed Supplement”) with the Trustee for the purpose of allowing OUE C-REIT to issue preferred units in OUE C-REIT (“Preferred Units”).

Unitholders should note that Resolution 1 is conditional upon Resolution 2 and in the event that Resolution 2 is not passed, the Manager will not proceed with Resolution 1.

In connection with the proposed Acquisition, the Trustee has on 10 June 2015 entered into a conditional sale and purchase agreement with the Sponsor to acquire the entire issued share capital of BPHPL (the “SPA”).

RESOLUTION 1: THE PROPOSED ACQUISITION OF AN INDIRECT INTERESTINONE RAFFLESPLACEANDTHEPROPOSEDCPPUISSUE

Description of One Raffles Place

One Raffles Place is strategically located at the junction of Raffles Place and Chulia Street, in the heart of Singapore’s main financial district, Raffles Place. It is situated above the Raffles Place Mass Rapid Transit (“MRT”) interchange station, and has a direct and seamless link to the Raffles Place MRT interchange station via an underground pedestrian walkway.

The Property is an integrated commercial development comprising One Raffles Place Tower 1, One Raffles Place Tower 2 and One Raffles Place Shopping Mall, with approximately 860,000 square feet (“sq ft”) of aggregate net lettable area (“NLA”). One Raffles Place Tower 1 was completed in 1986 and is one of the tallest buildings in the Singapore CBD. It comprises a 62-storey Grade-A office building with a rooftop restaurant and observation deck. One Raffles Place Tower 2, which is the new tower completed in 2012, is a 38-storey Grade-A office building. It has been awarded the Platinum Green Mark Award by the Building and Construction Authority for its energy efficiency and environmentally sustainable design. One Raffles Place Shopping Mall is a six-storey retail podium that has undergone extensive refurbishment works which were completed in May 2014. It is the largest purpose-built shopping mall in Raffles Place, accounting for about 10% of existing retail stock in the CBD1. Its basement level is seamlessly linked to the Raffles Place MRT interchange station via an underground pedestrian walkway. The Property has a total of 326 basement car park lots.

1 Source: The independent market research report dated 24 April 2015 by DTZ Debenham Tie Leung (SEA) Pte Ltd (the “Independent Market Research Consultant”) (the “Independent Market Research Report”).

2 The table below sets out a summary of selected information on the Property (in respect of which OUE C-REIT will be acquiring a partial indirect interest):

Gross Floor Area (“GFA”) Approximately 119,725.8 square metres (“sq m”) (1,288,717 sq ft) NLA One Raffles Place Tower 1: Approximately 38,090.3 sq m (410,000 sq ft) One Raffles Place Tower 2: Approximately 32,516.1 sq m (350,000 sq ft) One Raffles Place Shopping Mall: Approximately 9,290.3 sq m (100,000 sq ft) Total: Approximately 79,896.7 sq m (860,000 sq ft) Car park lots 326 car park lots located in Basements 2 to 4 Title One Raffles Place Tower 1: 841-year leasehold title commencing 1 November 1985 One Raffles Place Tower 2: 99-year leasehold title commencing 26 May 1983 One Raffles Place Shopping Mall – the retail podium straddles two land plots: − approximately 75% of the retail podium NLA is on a 99-year leasehold title commencing 1 November 1985 − the balance 25% is on the 841-year leasehold title commencing 1 November 1985

The Proposed Acquisition Structure

OUBC is the registered owner of the Property and it owns 81.54% of the beneficial interest in the Property for itself (the “OUBC Interest”), with the remaining 18.46% interest being held by OUBC on trust for an unrelated third party. The Sponsor and its wholly-owned subsidiary BPHPL collectively hold a 50.0% interest in OUBC. The remaining 50.0% interest is held by several third parties, including the Kuwait Investment Office (“KIO”), which holds a 33.33% interest in OUBC.

Pursuant to an agreement entered into between the Sponsor, BPHPL and KIO on 10 June 2015 in relation to KIO’s divestment of its 33.33% interest in OUBC (the “Framework Agreement”), BPHPL will acquire an additional interest in OUBC of a minimum of 25.0% and up to a maximum of 33.33%. This is because pursuant to the articles of association of OUBC, if a shareholder wishes to divest its shares (the “Divested Shares”), the remaining shareholders are entitled to acquire the Divested Shares pro rata in accordance with their existing shareholding. Upon KIO giving notice of its intention to dispose of its 33.33% interest, BPHPL would have a pro rata entitlement to acquire a 25.0% interest in OUBC1, bringing its total interest in OUBC to 75.0%. If the remaining shareholders do not exercise their entitlement to acquire the Divested Shares, then BPHPL would be able to acquire up to a maximum of 33.33% interest in OUBC1 bringing its total interest in OUBC to 83.33%. Therefore, the final Purchase Consideration shall be determined based on the amount of the OUBC shares to be acquired by BPHPL, which is between 75.0% to 83.33% of the OUBC shares.

1 BPHPL currently holds a 45.0% interest in OUBC. The Sponsor holds the remaining 5.0% interest in OUBC and will transfer such interest to BPHPL prior to completion of the proposed Acquisition. Upon the transfer of the Sponsor’s 5.0% interest in OUBC to BPHPL, BPHPL would have (i) a pro rata entitlement to acquire a 25.0% interest in OUBC and (ii) the ability to acquire the maximum of 33.33% interest in OUBC.

3 Since OUBC owns 81.54% of the beneficial interest in the Property, a 75.0% interest in OUBC translates into an effective interest of 61.16% in the Property and an 83.33% interest in OUBC translates to an effective interest of 67.95% in the Property.

Purchase Consideration and Valuation

The Purchase Consideration payable to the Sponsor in connection with the proposed Acquisition shall be the net asset value (“NAV”) of BPHPL Group1 after taking into account the agreed value of S$1,715.0 million for the OUBC Interest (comprising 81.54% interest in the Property) and the shareholder’s loan to be repaid by BPHPL upon completion of the proposed Acquisition. The Purchase Consideration shall be paid to the Sponsor in a combination of cash and CPPUs.

The Purchase Consideration has been negotiated on a willing-buyer and willing-seller basis, after taking into account the independent valuations of Savills Valuation and Professional Services (S) Pte Ltd (“Savills”) and Cushman & Wakefield VHS Pte. Ltd. (“Cushman & Wakefield”) (collectively, the “Independent Valuers”). The Independent Valuers had conducted their valuations based on the income capitalisation approach and the market comparison method. (See Appendix F for further details regarding the valuation of the OUBC Interest.)

The Trustee has commissioned Savills and the Manager has commissioned Cushman & Wakefield to value the OUBC Interest and their valuations are as follows.

Valuation of the OUBC Interest by Savills S$1,734.0 million (as at 5 June 2015) Valuation of the OUBC Interest by Cushman & Wakefield S$1,733.0 million (as at 5 June 2015) Agreed Value for the OUBC Interest S$1,715.0 million Agreed Value for 75.0% of the OUBC Interest S$1,286.3 million Agreed Value for 83.33% of the OUBC Interest S$1,429.2 million

Assuming that:

(a) OUE C-REIT acquires BPHPL which owns a 75.0% interest in OUBC;

(b) the proposed Acquisition is completed on 1 October 2015;

(c) based on the agreed value of S$1,286.3 million for the 75.0% indirect interest in OUBC; and

(d) BPHPL Group’s assumed NAV and the repayment of a shareholder’s loan which shall be extended by the Sponsor to BPHPL for the acquisition of the Divested Shares, the expected Purchase Consideration shall be S$1,034.0 million.

Assuming that:

(a) OUE C-REIT acquires BPHPL which owns an 83.33% interest in OUBC;

(b) the proposed Acquisition is completed on 1 October 2015;

(c) based on the agreed value of S$1,429.2 million for the 83.33% indirect interest in OUBC; and

1 “BPHPL Group” refers to BPHPL and its shareholding in OUBC as at the date of completion of the proposed Acquisition.

4 (d) BPHPL Group’s assumed NAV and the repayment of a shareholder’s loan which shall be extended by the Sponsor to BPHPL for the acquisition of the Divested Shares, the expected Purchase Consideration shall be S$1,148.8 million.

The expected Purchase Consideration shall be adjusted to reflect the actual NAV attributable to the controlling shareholder of the BPHPL Group on the date of completion of the proposed Acquisition.

Estimated Total Acquisition Cost

Depending on the shareholding interest in OUBC acquired by BPHPL, the estimated total cost of the proposed Acquisition (the “Total Acquisition Cost”) will range from approximately S$1,061.2 million to S$1,178.3 million, comprising:

(i) the expected Purchase Consideration of S$1,034.0 million to S$1,148.8 million (see “Purchase Consideration and Valuation” above);

(ii) the Acquisition Fee of approximately S$9.6 million to S$10.7 million to be paid in Units; and

(iii) the estimated debt and/or equity financing related costs, stamp duty, professional and other fees and expenses incurred or to be incurred by OUE C-REIT in connection with the proposed Acquisition of approximately S$17.6 million to S$18.8 million.

Method of Financing

The Manager intends to finance all acquisition costs relating to the proposed Acquisition (excluding the Acquisition Fee Units) through a combination of debt and equity financing, including the proposed CPPU Issue and the Rights Issue (as defined below).

(See paragraph 2.1.5 of the Letter to Unitholders for further details.)

Interested Person Transaction and Interested Party Transaction

As at 26 June 2015, being the latest practicable date prior to the printing of this Circular (the “Latest Practicable Date”), the Sponsor, through its wholly-owned subsidiaries Clifford Development Pte. Ltd. (“CDPL”) and the Manager, holds an aggregate interest in 422,018,928 Units, which is equivalent to 48.3% of the total number of Units in issue, and is therefore regarded as a “controlling Unitholder” of OUE C-REIT under the Listing Manual of the SGX-ST (the “Listing Manual”) and the Property Funds Appendix. In addition, as the Manager is a wholly-owned subsidiary of the Sponsor, the Sponsor is therefore regarded as a “controlling shareholder” of the Manager under both the Listing Manual and the Property Funds Appendix. As the Sponsor is the vendor of BPHPL under the SPA, for the purposes of Chapter 9 of the Listing Manual and Paragraph 5 of the Property Funds Appendix, the Sponsor (being a “controlling Unitholder” and a “controlling shareholder” of the Manager) is (for the purposes of the Listing Manual) an “interested person” and (for the purposes of the Property Funds Appendix) an “interested party” of OUE C-REIT.

Therefore, the proposed Acquisition will constitute an Interested Person Transaction under Chapter 9 of the Listing Manual, as well as an Interested Party Transaction under the Property Funds Appendix.

(See paragraph 6.2.3 of the Letter to Unitholders for further details.)

5 Payment of Acquisition Fee in Units

The Manager shall be paid an Acquisition Fee of approximately S$9.6 million to S$10.7 million for the proposed Acquisition pursuant to the Trust Deed, depending on the percentage interest in OUBC acquired by BPHPL. As the proposed Acquisition is an “interested party transaction” under the Property Funds Appendix, the Acquisition Fee will be in the form of Units (“Acquisition Fee Units”) which shall not be sold within one year of the date of issuance in accordance with Paragraph 5.6 of the Property Funds Appendix.

Pursuant to Rule 805(1) of the Listing Manual, the Manager is seeking specific approval of the Unitholders for the issue of the Acquisition Fee Units to the Manager. The issue price of the Acquisition Fee Units shall be determined based on the theoretical ex-rights price (“TERP”) per Unit in relation to the Rights Issue. While Clause 15.2.1 of the Trust Deed allows the Manager to receive the Acquisition Fee Units at the Rights Issue Price, of S$0.555, the Manager has elected to receive the Acquisition Fee Units at the TERP of S$0.731 per Unit instead.

(See paragraph 2.2 of the Letter to Unitholders for further details.)

The Proposed CPPU Issue

OUE C-REIT proposes to issue up to S$550.0 million CPPUs to the Sponsor (or its nominees) as part payment for the Purchase Consideration.

(See paragraph 2.3 of the Letter to Unitholders for further details.)

The Rights Issue

The Manager has announced the issue of 393,305,817 new Units (the “Rights Units” and the issue of the Rights Units, the “Rights Issue”), on a renounceable basis to Eligible Unitholders (as defined herein) on the basis of 9 Rights Units for every 20 existing Units (the “Rights Ratio”) held as at the time and date at and on which the transfer books and register of Unitholders will be closed to determine the provisional allotments of Rights Units to Eligible Unitholders under the Rights Issue (the “Books Closure Date”) at an issue price of S$0.555 per Rights Unit (the “Rights Issue Price”), to raise gross proceeds of approximately S$218.3 million.

The Manager will be relying on the general mandate given by Unitholders at the annual general meeting of Unitholders on 29 April 2015 to issue the Rights Units. In the event that OUE C-REIT does not proceed with the proposed Acquisition, the proceeds from the Rights Issue shall be re-deployed for potential future acquisitions or the repayment of its existing borrowings.

(See paragraph 2.4 of the Letter to Unitholders for further details.)

RESOLUTION 2: THE PROPOSED TRUST DEED SUPPLEMENT FOR THE ISSUEOF PREFERREDUNITS

The Manager proposes to enter into the proposed Trust Deed Supplement with the Trustee for the purposes of:

(i) authorising the Manager to issue Preferred Units from time to time, in one or more classes, to any person(s) (including, without limitation, itself and/or its Related Parties (as defined herein)), with the prior approval of Unitholders; and

6 (ii) setting out the general terms and conditions of an offer and issue of the Preferred Units.

(See paragraph 3 of the Letter to Unitholders for further details.)

RATIONALEFORTHEPROPOSEDTRANSACTIONS

The Manager believes that the proposed Acquisition, the proposed CPPU Issue and the Rights Issue (collectively, the “Transactions”) will bring the following key benefits to Unitholders:

(i) acquisition of a majority interest in a landmark commercial property in the Singapore CBD;

(ii) acquisition of a quality commercial property at an attractive price (albeit not immediately yield-accretive);

(iii) favourable growth profile from potential increase in occupancy, potential positive rental reversion and limited new office supply in Raffles Place;

(iv) achievement of transformational scale for OUE C-REIT through the proposed Acquisition which will significantly enlarge the size of its portfolio and strengthen its competitive position in Singapore;

(v) enhanced portfolio diversification and resilience, as well as reduced asset concentration risk;

(vi) strong support from the Sponsor through the proposed CPPU Issue and its take-up of the pro rata stake in the Rights Issue;

(vii) increased market capitalisation and potential increased liquidity through the Rights Issue;

(viii) diversification of sources of funding; and

(ix) future ordinary equity injection into OUE C-REIT at a premium to the TERP through the conversion of the CPPUs.

(See paragraph 4 of the Letter to Unitholders for further details.)

7 INDICATIVE TIMETABLE

The timetable for the events which are scheduled to take place after the extraordinary general meeting of the Unitholders to be held on Monday, 27 July 2015 at Marina Mandarin Singapore, Marina Mandarin Ballroom, Level 1, 6 Raffles Boulevard, Singapore 039594 (the “EGM”) is indicative only and is subject to change at the Manager’s absolute discretion as well as applicable regulatory requirements. Any changes (including any determination of the relevant dates) to the timetable below will be announced.

Event Date and Time

Last date and time for lodgement of Proxy : Saturday, 25 July 2015 at 2.00 p.m. Forms DateandtimeoftheEGM : Monday,27July2015at2.00p.m.

If the approval for the proposed Acquisition is obtained at the EGM: Target date for completion of the proposed : Thursday, 1 October 2015 Acquisition and the proposed issuance of the CPPUs

8 OUE COMMERCIAL REAL ESTATE INVESTMENT TRUST (Constituted in the Republic of Singapore pursuant to a trust deed dated 10 October 2013 (as amended))

Directors: Registered Office: Mr. Christopher James Williams (Chairman and Non-Executive 50 Collyer Quay Non-Independent Director) #04-08 OUE Bayfront Mr. Ng Lak Chuan (Audit and Risk Committee Chairman and Singapore 049321 Lead Independent Director) Mr. Loh Lian Huat (Independent Director) Mr. Carl Gabriel Florian Stubbe (Independent Director) Mr. Jonathan Miles Foxall (Non-Executive Non-Independent Director) Ms. Tan Shu Lin (Chief Executive Officer and Executive Director)

1 July 2015

To: The Unitholders of OUE Commercial Real Estate Investment Trust

Dear Sir/Madam

1. SUMMARY OF APPROVALS SOUGHT

The Manager is convening the EGM to seek Unitholders’ approval for:

(i) Resolution 1: the proposed Acquisition and the proposed CPPU Issue (Ordinary Resolution); and

(ii) Resolution 2: the proposed Trust Deed Supplement for the issue of Preferred Units (Extraordinary Resolution).

2. RESOLUTION 1: THE PROPOSED ACQUISITION AND THE PROPOSED CPPUISSUE

2.1 THE PROPOSED ACQUISITION

2.1.1 Description of One Raffles Place

One Raffles Place is strategically located at the junction of Raffles Place and Chulia Street, in the heart of Singapore’s main financial district, Raffles Place. It is situated above the Raffles Place MRT station, and has a direct and seamless link to the Raffles Place MRT interchange station via an underground pedestrian walkway.

The Property is an integrated commercial development comprising One Raffles Place Tower 1, One Raffles Place Tower 2 and One Raffles Place Shopping Mall, with approximately 860,000 sq ft of aggregate NLA. One Raffles Place Tower 1 was completed in 1986 and is one of the tallest buildings in the Singapore CBD. It comprises a 62-storey Grade-A office building with a rooftop restaurant and observation deck. One Raffles Place Tower 2, which is the new tower completed in 2012, is a 38-storey Grade-A office building. It has been awarded the Platinum Green Mark Award by the Building and Construction Authority for its energy efficiency and environmentally sustainable design. One Raffles Place Shopping Mall is a six-storey retail podium that has undergone extensive refurbishment works which were completed in May 2014. It is the largest purpose-built shopping mall in Raffles Place,

9 accounting for about 10% of existing retail stock in the CBD1. Its basement level is seamlessly linked to the Raffles Place MRT interchange station via an underground pedestrian walkway. The Property has a total of 326 basement car park lots.

The table below sets out a summary of selected information on the Property (in respect of which OUE C-REIT will be acquiring a partial indirect interest):

GFA Approximately 119,725.8 sq m (1,288,717 sq ft) NLA One Raffles Place Tower 1: Approximately 38,090.3 sq m (410,000 sq ft) One Raffles Place Tower 2: Approximately 32,516.1 sq m (350,000 sq ft) One Raffles Place Shopping Mall: Approximately 9,290.3 sq m (100,000 sq ft) Total: Approximately 79,896.7 sq m (860,000 sq ft) Car park lots 326 car park lots located in Basements 2 to 4 Title One Raffles Place Tower 1: 841-year leasehold title commencing 1 November 1985 One Raffles Place Tower 2: 99-year leasehold title commencing 26 May 1983 One Raffles Place Shopping Mall – the retail podium straddles two land plots: − approximately 75% of the retail podium NLA is on a 99-year leasehold title commencing 1 November 1985 − the balance 25% is on the 841-year leasehold title commencing 1 November 1985

2.1.2 The Proposed Acquisition Structure

OUBC is the registered owner of the Property and it owns 81.54% of the beneficial interest in the Property for itself, with the remaining 18.46% interest being held by OUBC on trust for an unrelated third party. The Sponsor and its wholly-owned subsidiary BPHPL collectively hold a 50.0% interest in OUBC. The remaining 50.0% interest is held by several third parties, including KIO, which holds a 33.33% interest in OUBC.

Pursuant to the Framework Agreement, BPHPL will acquire an additional interest in OUBC of a minimum of 25.0% and up to a maximum of 33.33%. This is because pursuant to the articles of association of OUBC, if a shareholder wishes to divest its shares (the “Divested Shares”), the remaining shareholders are entitled to acquire the Divested Shares pro rata in accordance with their existing shareholding. Upon KIO giving notice of its intention to dispose of its 33.33% interest, BPHPL would have a pro rata entitlement to acquire a 25.0% interest in OUBC2, bringing its total interest in OUBC to 75.0%. If the remaining shareholders do not exercise their entitlement to acquire the Divested Shares, then BPHPL would be able to acquire up to a maximum of 33.33% interest in OUBC2 bringing its total interest in OUBC to 83.33%. Therefore,

1 Source: Independent Market Research Report. 2 BPHPL currently holds a 45.0% interest in OUBC. The Sponsor holds the remaining 5.0% interest in OUBC and will transfer such interest to BPHPL prior to completion of the proposed Acquisition. Upon the transfer of the Sponsor’s 5.0% interest in OUBC to BPHPL, BPHPL would have (i) a pro rata entitlement to acquire a 25.0% interest in OUBC and (ii) the ability to acquire the maximum of 33.33% interest in OUBC.

10 the final Purchase Consideration shall be determined based on the amount of the OUBC shares acquired by BPHPL, which is between 75.0% to 83.33% of the OUBC shares.

Since OUBC owns 81.54% of the beneficial interest in the Property, a 75.0% interest in OUBC translates into an effective interest of 61.16% in the Property and an 83.33% interest in OUBC translates to an effective interest of 67.95% in the Property.

2.1.3 Purchase Consideration and Valuation

The Purchase Consideration payable to the Sponsor in connection with the proposed Acquisition shall be the NAV of BPHPL Group after taking into account the agreed value of S$1,715.0 million for the OUBC Interest (comprising 81.54% interest in the Property) and the shareholder’s loan to be repaid by BPHPL upon completion of the proposed Acquisition. The Purchase Consideration shall be paid to the Sponsor in a combination of cash and CPPUs.

The Purchase Consideration has been negotiated on a willing-buyer and willing-seller basis, after taking into account the independent valuations of the Independent Valuers. The Independent Valuers had conducted their valuations based on the income capitalisation approach and the market comparison method. (See Appendix F for further details regarding the valuation of the OUBC Interest.)

The Trustee has commissioned Savills and the Manager has commissioned Cushman & Wakefield to value the OUBC Interest. The following table sets out the selected information on the valuations by the Independent Valuers.

Valuation of the OUBC Interest by Savills S$1,734.0 million (as at 5 June 2015) Valuation of the OUBC Interest by Cushman & S$1,733.0 million Wakefield (as at 5 June 2015) Agreed Value for the OUBC Interest S$1,715.0 million Agreed Value for 75.0% of the OUBC Interest S$1,286.3 million Agreed Value for 83.33% of the OUBC Interest S$1,429.2 million

Assuming that:

(a) OUE C-REIT acquires BPHPL which owns a 75.0% interest in OUBC;

(b) the proposed Acquisition is completed on 1 October 2015;

(c) based on the agreed value of S$1,286.3 million for the 75.0% indirect interest in OUBC; and

(d) BPHPL Group’s assumed NAV and the repayment of a shareholder’s loan which shall be extended by the Sponsor to BPHPL for the acquisition of the Divested Shares,

the expected Purchase Consideration shall be S$1,034.0 million.

Assuming that:

(a) OUE C-REIT acquires BPHPL which owns an 83.33% interest in OUBC;

11 (b) the proposed Acquisition is completed on 1 October 2015;

(c) based on the agreed value of S$1,429.2 million for the 83.33% indirect interest in OUBC; and

(d) BPHPL Group’s assumed NAV and the repayment of a shareholder’s loan which shall be extended by the Sponsor to BPHPL for the acquisition of the Divested Shares,

the expected Purchase Consideration shall be S$1,148.8 million.

The expected Purchase Consideration shall be adjusted to reflect the actual NAV attributable to the controlling shareholder of the BPHPL Group on the date of completion of the proposed Acquisition.

2.1.4 Estimated Total Acquisition Cost

Depending on the shareholding interest in OUBC acquired by BPHPL, the estimated Total Acquisition Cost will range from approximately S$1,061.2 million to S$1,178.3 million, comprising:

(i) the expected Purchase Consideration of S$1,034.0 million to S$1,148.8 million (see “Purchase Consideration and Valuation” above);

(ii) the Acquisition Fee of approximately S$9.6 million to S$10.7 million to be paid in Units; and

(iii) the estimated debt and/or equity financing related costs, stamp duty, professional and other fees and expenses incurred or to be incurred by OUE C-REIT in connection with the proposed Acquisition of approximately S$17.6 million to S$18.8 million.

The following table sets out the different components of the estimated Total Acquisition Cost based on the different shareholding interest in OUBC acquired by BPHPL.

75.0% of the 83.33% of the S$’ million OUBC Interest OUBC Interest ExpectedPurchaseConsideration S$1,034.0 S$1,148.8 Acquisition Fee S$9.6 S$10.7 Estimated debt and/or equity financing related costs, stamp duty, professional andotherfeesandexpenses S$17.6 S$18.8 EstimatedTotalAcquisitionCost S$1,061.2 S$1,178.3

2.1.5 Method of Financing

The Manager intends to finance all acquisition costs relating to the proposed Acquisition (excluding the Acquisition Fee Units) through a combination of debt and equity financing, including the proposed CPPU Issue and the Rights Issue. The following table sets out the intended source and application of estimated funds in relation to the proposed Transactions.

12 75.0% of the 83.33% of the S$’ million OUBC Interest OUBC Interest Sources CPPU Issue 500.0 550.0 Rights Issue 218.3 218.3 Debt/borrowings 333.3 399.3 IssueofAcquisitionFeeUnits 9.6 10.7

Total 1,061.2 1,178.3

Applications Acquisition of BPHPL including any repaymentofshareholder’sloan 1,034.0 1,148.8 Acquisition Fee 9.6 10.7 TransactionCosts 17.6 18.8

Total 1,061.2 1,178.3

2.1.6 Principal Terms of the SPA

The principal terms of the SPA include, among others, the following conditions precedent:

(i) BPHPL having acquired the additional 25.0% to 33.33% interest in OUBC and being the legal and beneficial owner of the 75.0% to 83.33% shares in OUBC;

(ii) no statute, regulation or decision which would prohibit the sale and purchase of the shares of BPHPL or the operation of any of OUBC and its subsidiaries having been proposed, enacted or taken by any governmental or official authority;

(iii) the approval of the Sponsor’s shareholders for the disposal of BPHPL and transactions in connection with such disposal;

(iv) the approval of the Unitholders for the proposed Acquisition and transactions in connection with such Acquisition (including the proposed CPPU Issue and any applicable whitewash resolution to be obtained from Unitholders in connection with such issuance);

(v) the approval and confirmation being received by OUE C-REIT from Inland Revenue Authority of Singapore that the CPPUs will be treated as equity;

(vi) the approval and confirmation being received by OUE C-REIT from the MAS that the CPPUs will not count towards OUE C-REIT’s aggregate leverage limit under the Property Funds Appendix; and

(vii) (a) no event or circumstance shall have occurred in respect of or in connection with the affairs of OUBC and/or One Raffles Place, and (b) there being no breach of any clause of the SPA (including any of the warranties), which adversely affects the NAV of OUBC by 25% when compared to that reflected in the audited consolidated financial statement of OUBC for the financial year ended 31 December 2014.

13 Completion of the proposed Acquisition is conditional upon the above condition precedents being fulfilled or waived by the relevant party (other than paragraphs 2.1.6(iii) and (iv) above which cannot be waived) to the SPA on or prior to the Long Stop Date. For the purpose of the SPA, “Long Stop Date” refers to the date falling three months after the date of the EGM convened to seek Unitholders’ approval for, among others, the acquisition of BPHPL or such other earlier date as may be mutually agreed by OUE C-REIT and the Sponsor.

2.2 Payment of Acquisition Fee in Units

The Manager shall be paid an Acquisition Fee of approximately S$9.6 million to S$10.7 million for the proposed Acquisition pursuant to the Trust Deed, depending on the percentage interest in OUBC acquired by BPHPL. As the proposed Acquisition is an “interested party transaction” under the Property Funds Appendix, the Acquisition Fee will be in the form of Units which shall not be sold within one year of the date of issuance in accordance with Paragraph 5.6 of the Property Funds Appendix.

Pursuant to Rule 805(1) of the Listing Manual, the Manager is seeking specific approval of the Unitholders for the issue of the Acquisition Fee Units to the Manager. The issue price of the Acquisition Fee Units shall be determined based on the TERP per Unit in relation to the Rights Issue. While Clause 15.2.1 of the Trust Deed allows the Manager to receive the Acquisition Fee Units at the Rights Issue Price of S$0.555, the Manager has elected to receive the Acquisition Fee Units at the TERP of S$0.731 per Unit instead.

Based on the TERP of S$0.731 per Unit, the number of Acquisition Fee Units issued shall be approximately 13.2 million to 14.7 million.

2.3 The Proposed CPPU Issue

The Manager intends to issue up to S$550.0 million CPPUs to the Sponsor (or its nominees) as part payment of the Purchase Consideration. The CPPUs will not be classified as borrowings, and the proposed CPPU Issue will not result in an increase in OUE C-REIT’s Aggregate Leverage under the Property Funds Appendix.

2.3.1 Key Characteristics of the CPPUs

Certain key characteristics and other salient terms of the CPPUs are set out below.

Key Characteristics Salient Terms Term The CPPUs shall be perpetual instruments. Issue Price The CPPUs shall be issued at S$1.00 per CPPU. Issue Size Up to 500,000,000 to 550,000,000 CPPUs. Listing It is not intended that the CPPUs be listed on a stock exchange.

14 Key Characteristics Salient Terms Distributions Each CPPU in issue shall entitle a holder of CPPUs (“CPPU Holder”) to receive a distribution (the “CPPU Distribution”) of an amount equivalent to 1.0% per annum of the issue price of each CPPU. Based on such distribution rate, the amount of CPPU Distribution to be paid to the CPPU Holders per annum is between S$5.0 million to S$5.5 million. Any and all decisions regarding the declaration of any CPPU Distribution shall be at the sole and absolute discretion of the Manager. Any CPPU Distribution or part thereof not due or payable pursuant to the CPPU Terms1 shall not accumulate for the benefit of the CPPU Holders or entitle the CPPU Holders to any claim in respect thereof against OUE C-REIT, the Trustee and/or the Manager. The CPPUs shall, in respect of the entitlement to participate in the distributions of OUE C-REIT, rank: (i) junior to any securities or ownership interests and all obligations of OUE C-REIT (excluding debt obligations) that are expressed to rank senior to the CPPUs; (ii) pari passu with (a) each other and (b) any other securities or ownership interests and all obligations of OUE C-REIT (excluding debt obligations) that are expressed to rank pari passu with the CPPUs; and (iii) senior to the Units. Distribution and In the event any CPPU Distribution (taking into account the Capital Stopper Special CPPU Distribution (as defined herein)) is not declared in full for any reason in respect of any CPPU Distribution Period (as defined herein), OUE C-REIT shall not, and shall procure that the subsidiaries of OUE C-REIT shall not, in respect of the same period: (i) declare or pay any distributions in respect of, or repurchase or redeem, any Units or any other securities or ownership interests of OUE C-REIT ranking pari passu with or junior to the CPPUs; and (ii) contribute any moneys to a sinking fund for the payment of any distributions in respect of, or for the redemption or repurchase of, any such Units or any other securities or ownership interests, except where required pursuant to under any relevant laws, regulations and guidelines.

1 “CPPU Terms” shall have the meaning ascribed to it in Appendix B.

15 Key Characteristics Salient Terms Ranking at In the event of the commencement of any dissolution or liquidation winding up of OUE C-REIT (other than pursuant to a permitted reorganisation), the CPPUs shall, in respect of the Priority Amounts, rank: (i) junior to (a) all debt of OUE C-REIT (including, without limitation, all amounts due under Clause 26.5 of the Trust Deed, all costs of the Trustee in its capacity as trustee of OUE C-REIT (including, but not limited to, liabilities owed to any CPPU Holder or Unitholder who is a creditor of OUE C-REIT) and subordinated debt), and (b) any securities or ownership interests and all obligations of OUE C-REIT that are expressed to rank senior to the CPPUs; (ii) pari passu with (a) each other and (b) any other securities or ownership interests and all obligations of OUE C-REIT that are expressed to rank pari passu with the CPPUs; and (iii) senior to the Units. Special CPPU Where any CPPUs are to be redeemed, the Manager may, Distribution at its sole discretion, elect to declare a special CPPU Entitlements upon Distribution (“Special CPPU Distribution”) of an amount Redemption per CPPU equivalent to the Distribution Amount1 pro-rated over the relevant Special Preferred Distribution Period2, on all CPPUs for the relevant Special Preferred Distribution Period, which shall be payable on the relevant Redemption Date (as defined herein) in accordance with the terms of the CPPUs, provided that the Special CPPU Distribution in respect of each CPPU shall, together with all prior distributions declared in respect of each CPPU in the relevant year, not exceed the Distribution Amount. Restriction Period The restriction period shall be a period of four years commencing from the date of issue of the CPPUs (the “Restriction Period”), within which the CPPU Holder may not exercise its right of conversion of the CPPUs, save in exceptional circumstances such as a takeover or when the Manager announces an intention to carry out a permitted reorganisation, where the CPPU Holders will be entitled to exercise their right to convert the CPPUs into Units (“Conversion Right”) even during the Restriction Period. (Please see paragraphs 21.3 and 22.2 of Appendix B for further details.) Conversion of the The CPPUs shall be convertible at the option of the CPPU CPPUs Holders, in whole or in part, into Units at the Conversion Price on a Business Day to be determined at the CPPU Holders’ discretion after the expiry of the Restriction Period

1 “Distribution Amount” means the Preferred Distribution of an amount equivalent to 1.0% per annum of the issue price of the CPPU.

2 “Special Preferred Distribution Period” means, in relation to the calculation of Special CPPU Distributions, the period commencing the day after the end of the last distribution period (whether in respect of CPPU Distribution or Special CPPU Distribution) immediately preceding the relevant Redemption Date.

16 Key Characteristics Salient Terms (each such day a “Conversion Date”) provided that not more than one-third of the CPPUs initially issued can be converted in any one year. During the Restriction Period, the CPPU Holders shall not be entitled to exercise their Conversion Right when the Manager exercises its right to redeem any of the CPPUs (the “Redemption Right”). After the expiry of the Restriction Period and in the event that the Manager exercises its Redemption Right in respect of any of the CPPUs, the CPPU Holders shall be entitled (but shall not be obliged) at any time to exercise their Conversion Right to convert up to one-third of the CPPUs initially issued into Units in accordance with the terms of the CPPU on a date no later than five Business Days prior to the date fixed for redemption thereof. Any exercise of the Conversion Right by the CPPU Holders in respect of their CPPUs which are the subject of the Redemption Right shall prevail and the Redemption Notice shall be disregarded in respect of such CPPUs, provided that the CPPU Holders have exercised their Conversion Right no later than five Business Days prior to the date fixed for redemption of such CPPUs. Conversion Price The Conversion Price1 shall be an amount equivalent to a premium of 15.0% above the TERP per Unit in relation to the Rights Issue. Based on the TERP of S$0.731 per Unit, the Conversion Price of the CPPUs is S$0.841. Adjustments to Some of the events which will result in an adjustment to the Conversion Price Conversion Price (as described above) include: (i) consolidation or subdivision or buy-back of Units; (ii) capitalisation of profits or reserves; (iii) rights issue of Units or options over Units; (iv) rights issue of other securities; (v) issues of Units at less than the market price; (vi) issues of other securities at less than the market price; (vii) modification of rights of conversion; or (viii) other offers to Unitholder. Some of the events above are subject to certain thresholds being met. (Please refer to paragraph 22.8 of Appendix B for further details on the applicable formula for the adjustments to the Conversion Price.)

1 “Conversion Price” means the price at which Units will be issued upon conversion of the CPPUs, as adjusted from time to time.

17 Key Characteristics Salient Terms Redemption of the CPPUs shall be redeemable on a pro rata basis at the CPPUs option of the Manager, in whole or in part, at the issue price on a Business Day to be determined at the Manager’s discretion (each such day a “Redemption Date”), except upon the occurrence of certain special events. The CPPUs shall not be redeemable at the option of the CPPU Holders. Voting Rights The CPPU Holders shall not be entitled to attend and vote at meetings of Unitholders except in the following circumstances: (i) during such period as the CPPU Distribution or Special CPPU Distribution so declared or any part thereof remains in arrears and unpaid for at least 12 months after the date when the CPPU Distribution or Special CPPU Distribution should otherwise have been paid if declared by the Manager; (ii) in respect of any resolution which varies or abrogates any right, preference or privilege of the CPPUs (including, without limitation, the authorisation, creation or issue of any securities or ownership interests and all obligations of OUE C-REIT ranking senior to (but excluding, for purposes of this paragraph only, those ranking pari passu with) the CPPUs as to entitlement to participate in the distributions and/or (in the event of any dissolution or winding up of OUE C-REIT) the Deposited Property1); or (iii) in respect of any resolution for the dissolution or winding up of OUE C-REIT, and every CPPU Holder who is present in person at such general Meetings shall have on a show of hands, one vote and on a poll, one vote for every CPPU of which it is the holder. Transferability The CPPUs are generally freely transferable save for such restrictions as may be necessary to facilitate the conversion and redemption of the CPPUs after the Restriction Period. (Please refer to paragraphs 21.10 and 28 of Appendix B for further details on the transferability of the CPPUs.)

Upon Unitholders’ approval of Resolution 1 and Resolution 2, the Manager will enter into the proposed Trust Deed Supplement with the Trustee and the CPPUs will be issued pursuant to the proposed Trust Deed Supplement. See Appendix B of this Circular for details of the specific terms and conditions of the CPPUs.

Under Clause 5.1.4 of the Trust Deed, the Manager has the power to issue further CPPUs of the same class with the CPPUs already issued.

1 “Deposited Property” as defined in the Trust Deed means all assets of OUE C-REIT, including all its Authorised Investments (as defined in the Trust Deed) for the time being held or deemed to be held upon the trusts of the Trust Deed.

18 2.3.2 Redemption Review Process

The Manager will put in place a redemption review process following the issuance of the CPPUs. The Manager will monitor the commercial viability of redeeming the CPPUs on an on-going basis and will at least on a semi-annual basis in every financial year after the issuance of the CPPUs prepare an internal report as to whether to redeem the CPPUs, taking into account relevant funding costs, market conditions, benefits and risks of redemption. This report will be drawn up in the three months preceding the commencement of the relevant six-month period. The internal report shall set out the factors taken into consideration by the Manager as well as the financial conditions of OUE C-REIT and such other information as the Manager may consider necessary for the consideration of the audit and risk committee of the Manager (the “Audit and Risk Committee”).

The Audit and Risk Committee will then review the internal report, deliberate and decide if OUE C-REIT should redeem any CPPUs, taking into consideration the best interest of OUE C-REIT and its minority Unitholders. Any member of theAudit and Risk Committee who is a non-Independent Director shall abstain from voting on any resolution relating to the redemption of the CPPUs at the meeting of theAudit and Risk Committee.

2.4 The Rights Issue

The Manager will be relying on the general mandate given by Unitholders at the annual general meeting of Unitholders on 29 April 2015 to issue the Rights Units. In the event that OUE C-REIT does not proceed with the proposed Acquisition, the proceeds from the Rights Issue shall be re-deployed for potential future acquisitions or the repayment of its existing borrowings.

2.4.1 Principle Terms of the Rights Issue

The following is a summary of the principal terms and conditions of the Rights Issue:

IssueSize : 393,305,817 Rights Units to raise gross proceeds of approximately S$218.3 million and net proceeds of approximately S$214.9 million. Basis of Provisional : Each Eligible Unitholder is entitled to subscribe for 9 Allotment Rights Units for every 20 existing Units standing to the credit of his securities account with CDP (the “Securities Account”) as at the Books Closure Date, fractional entitlements to be disregarded. Rights Issue Price : S$0.555 for each Rights Unit. The Rights Units are payable in full upon acceptance and/or application. The Rights Issue Price represents a discount of 31.5% to the closing price of S$0.810 per Unit on the last trading day of the Units prior to the announcement of the Rights Issue (the “Closing Price”) and a discount of 24.1% to the theoretical ex-rights price (“TERP”) of S$0.731 per Unit.

19 Status of the Rights : The Rights Units will, upon allotment and issue, rank pari Units passu in all respects with the existing Units in issue as at the date of issue of the Rights Units. Eligible Unitholders who validly accept, in full, their Rights Entitlements, will receive such amount of the accrued distributions from the period from 1 January 2015 to 30 June 2015 to which they would have been entitled had the Rights Issue not occurred. Eligible Unitholders : Eligible Unitholders are Unitholders with Units standing to the credit of their Securities Accounts and whose registered addresses with CDP are in Singapore as at the Books Closure Date or who have, at least three Market Days1 prior to the Books Closure Date, provided CDP with addresses in Singapore for the service of notices and documents and such Unitholders who the Manager, on behalf of OUE C-REIT, may determine, may be offered Rights Units without breaching applicable securities laws. Eligibility of : Eligible Unitholders are at liberty to accept in part or in Unitholders to full, decline, renounce or trade on the SGX-ST (during participate in the the “nil-paid” rights trading period prescribed by the Rights Issue SGX-ST) their pro rata Rights Entitlements and are eligible to apply for the Excess Rights Units. The procedures for acceptance, excess applications and payment by Eligible Unitholders will be set out in the offer information statement in connection with the Rights Issue to be lodged with the MAS and issued to Eligible Unitholders (the “Offer Information Statement”). Ineligible Unitholders : No provisional allotment of Rights Units will be made to Ineligible Unitholders and no purported acceptance thereof or application thereof by Ineligible Unitholders will be valid. Ineligible Unitholders should refer to the paragraphs under paragraph 2.4.3 below. Trading of the Rights : Upon the listing of and quotation for the Rights Units on Units the Main Board of the SGX-ST, the Rights Units will be traded on the Main Board of the SGX-ST under the book-entry (scripless) settlement system. For the purposes of trading on the Main Board of the SGX-ST, each board lot of Units will comprise 100 Units. All dealings in and transactions (including transfers) of the Rights Units effected through the SGX-ST and/or CDP shall be made in accordance with the “Terms and Conditions for Operation of Securities Account with CDP”, as the same may be amended from time to time, copies of which are available from CDP. Eligible Unitholders can trade in odd lots of Units on the SGX-ST’s Unit Share Market. GoverningLaw : LawsoftheRepublicofSingapore

The actual terms and conditions of the Rights Issue will be set out in the Offer Information Statement to be despatched by the Manager to Eligible Unitholders in due course.

1 “Market Day” as defined in the Listing Manual refers to a day on which the SGX-ST is open for securities trading.

20 ASTHERIGHTSISSUEISMADEONARENOUNCEABLEBASIS,THE PROVISIONALALLOTMENTSOFRIGHTSUNITSCANBERENOUNCEDIN FAVOUR OF A THIRD PARTY OR TRADED ON THE SGX-ST.

Unitholders should note that the Rights Issue is undertaken pursuant to the general mandate given by Unitholders to the Manager at the annual general meeting on 29 April 2015.

The Rights Issue is further conditional upon the lodgement of the Offer Information Statement with the MAS.

2.4.2 Eligible Unitholders

Eligible Unitholders whose Securities Accounts are credited with Units as at 5.00 p.m. on the Books Closure Date will be provisionally allotted the Rights Entitlements on the basis of the number of Units standing to the credit of their Securities Accounts with CDP as at the Books Closure Date.

“Eligible Unitholders” are Unitholders with Units standing to the credit of their Securities Accounts and (a) whose registered addresses with CDP are in Singapore as at the Books Closure Date or who have, at least three Market Days prior to the Books Closure Date, provided CDP with addresses in Singapore for the service of notices and documents or (b) who the Manager determines may be offered Rights Units without breaching applicable securities laws.

Eligible Unitholders will be at liberty to accept in part or in full, decline or otherwise renounce or trade (during the “nil-paid” rights trading period prescribed by the SGX-ST) their provisional allotments of Rights Units and are eligible to apply for Excess Rights Units in excess of their provisional allotments under the Rights Issue.

Eligible Unitholders who have subscribed for or purchased Units under the Central Provident Fund (“CPF”) Investment Scheme (“CPFIS”) and/or the Supplementary Retirement Scheme (“SRS”) can only accept their Rights Entitlements by instructing the relevant banks in which they hold their CPFIS accounts and/or SRS accounts to do so on their behalf. Any application made directly to CDP or through automated teller machines will be rejected.

Unitholders holding Units through a finance company or depository agent may only subscribe for the Rights Entitlements through their respective finance company or depository agent.

Subscription for the Rights Entitlements arising from Units acquired under the CPFIS Ordinary Account (“CPFIS-OA”), where the Rights Entitlements are of a type included under the CPFIS-OA, can only be made using CPF funds. In the event of insufficient CPF funds or stock limit, Unitholders should top-up their CPF funds with the relevant bank in which they hold their CPFIS accounts to ensure that they may subscribe for their Rights Entitlements.

2.4.3 Ineligible Unitholders

No provisional allotment of Rights Units will be made to Unitholders other than the Eligible Unitholders (“Ineligible Unitholders”) and no purported acceptance thereof or application therefor by Ineligible Unitholders will be valid.

21 The making of the Rights Issue may be prohibited or restricted in certain jurisdictions under their relevant securities laws. Thus, for practical reasons and in order to avoid any violation of the securities legislation or other relevant laws applicable in countries (other than in Singapore) where Unitholders may have their addresses registered with CDP, the Rights Issue will not be extended to Ineligible Unitholders. Save as provided herein, Ineligible Unitholders who wish to participate in the Rights Issue will have to provide CDP with addresses in Singapore for the service of notices and documents and any other evidence of eligibility at least three Market Days prior to the Books Closure Date. Save as provided herein and for the avoidance of doubt, the Ineligible Unitholders are not eligible to participate in the Rights Issue.

The “nil-paid” Rights Entitlements and the Rights Units have not been and will not be registered under the Securities Act, or under the securities laws of any state of the U.S. and, accordingly, they may not be offered, sold, resold, granted, delivered, allotted, taken up, transferred or renounced, directly or indirectly, in within the U.S. except pursuant to an applicable exemption from, or a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the U.S. The Rights Units and the Rights Entitlements will only be offered and sold in offshore transactions in reliance on Regulation S.

If it is practicable to do so, the Manager may, in its absolute discretion, arrange for “nil-paid” rights which would otherwise have been allotted to Ineligible Unitholders to be sold “nil-paid” on the SGX-ST as soon as practicable after dealings in the “nil-paid” rights commence.

Such sales may, however, only be effected if the Manager, in its absolute discretion, determines that a premium can be obtained from such sales, after taking into account expenses to be incurred in relation thereto.

The net proceeds from all such sales, after deduction of all expenses therefrom, will be pooled and thereafter distributed to Ineligible Unitholders in proportion to their respective Unitholdings determined as at the Books Closure Date and sent to them by ordinary post, provided that where the amount to be distributed to any Ineligible Unitholder is less than S$10.00, the Manager shall be entitled to retain or deal with such net proceeds as the Manager may, its in absolute discretion, deem fit for the sole benefit of OUE C-REIT and no Ineligible Unitholder shall have any claim whatsoever against the Manager, the Joint Lead Managers and Underwriters, the Trustee or the CDP in connection therewith.

2.4.4 Excess Rights Units

The Rights Units represented by the provisional allotments (A) of (i) Eligible Unitholders who decline, do not accept, and elect not to renounce or trade their provisional allotment of Rights Units under the Rights Issue (during the “nil-paid” rights trading period prescribed by the SGX-ST) and/or (ii) Ineligible Unitholders which have not been sold during the “nil-paid” rights trading period or (B) that have not been validly taken up by the original allottees, renounces of the provisional allotments or the purchasers of the “nil-paid” rights (collectively, the “Excess Rights Units”), subject to the requirements of otherwise of the SGX-ST, will be issued to satisfy Excess Rights Units applications as the Manager may, in its discretion, deem fit.

22 2.4.5 Rights Issue Price

The Rights Issue Price represents a discount of:

(i) 31.5% to the Closing Price;

(ii) 24.1% to the TERP per Unit. For the avoidance of doubt, the TERP is calculated as follows:

Market capitalisation of OUE C-REIT1 + Gross proceeds from the Rights Issue TERP = Units in issue after the Rights Issue2

; and

(iii) 39.7% to the pro forma NAV per Unit after completion of the proposed Transactions of S$0.92 per Unit as at 31 December 2014 and before conversion of the CPPUs. (Please also refer to paragraph 6.1.2 of the Letter to Unitholders for the pro forma NAV per Unit.)

2.4.6 Use of Proceeds of the Rights Issue

The Manager expects to raise gross proceeds of approximately S$218.3 million and net proceeds of approximately S$214.9 million under the Rights Issue. Based on the Manager’s current estimates, the Manager expects to use the gross proceeds from the Rights Issue as follows:

(i) approximately S$205.3 million (which is equivalent to 94.0% of the gross proceeds of the Rights Issue) to part finance the expected Purchase Consideration including the repayment of any outstanding shareholder’s loan at BPHPL;

(ii) approximately S$3.4 million (which is equivalent to 1.6% of the gross proceeds of the Rights Issue) to pay the total costs and expenses relating to the Rights Issue; and

(iii) approximately S$9.6 million (which is equivalent to 4.4% of the gross proceeds of the Rights Issue) to pay the stamp duty, professional and other fees and expenses incurred or to be incurred in connection with the proposed Transactions.

Pending deployment, the net proceeds from the Rights Issue may be deposited with banks and/or financial institutions, or used for any other purpose on a short-term basis as the Manager may, in its absolute discretion deem fit. If the proposed Acquisition is not completed, the net proceeds may be re-deployed for future acquisitions or the repayment of debt.

The Manager will make periodic announcements on the utilisation of the net proceeds of the Rights Issue via SGXNET as and when such funds are materially utilised.

1 Based on the Closing Price.

2 Comprising existing Units as at the Latest Practicable Date and the Rights Units.

23 It should be noted that OUE C-REIT is currently not under pressure from its bankers to repay any of its existing borrowings and has sufficient resources to meet its current capital commitments. The Manager is of the opinion that, after taking into consideration OUE C-REIT’s internal resources, its available loan facilities and the net proceeds of the Rights Issue, the working capital available to OUE C-REIT is sufficient to meet its present obligations as and when they fall due.

2.4.7 Costs of the Rights Issue

The estimated costs of the Rights Issue that OUE C-REIT will have to bear include the management, underwriting and selling commissions and related expenses of S$3.4 million (excluding goods and service tax payable), together with any goods and services tax payable thereon.

2.4.8 Underwriting of the Rights Issue and Commitment of the Sponsor

(i) Commitment of the Sponsor

To demonstrate its support for OUE C-REIT and the Rights Issue, the Sponsor (which through its wholly-owned subsidiaries, CDPL and the Manager (in its own capacity) (the “Subscribing Entities”), owns 422,018,928 Units representing 48.3% of the voting rights of OUE C-REIT as at the Latest Practicable Date) has provided to the Manager and the Joint Lead Managers and Underwriters an irrevocable undertaking (the “Irrevocable Undertaking”) pursuant to which the Sponsor will procure that the Subscribing Entities take up their full pro rata entitlement of up to 189,908,517 Rights Units representing 48.3% of the total number of Rights Units.

(ii) Underwriting of the Rights Issue

Save for the Rights Units which are the subject of the Irrevocable Undertaking, the Rights Issue is fully underwritten by the Joint Lead Managers and Underwriters on the terms and subject to the conditions of the underwriting agreement entered into between the Manager and the Joint Lead Managers and Underwriters on 29 June 2015 (the “Underwriting Agreement”). Pursuant to the Underwriting Agreement, the Joint Lead Managers and Underwriters have agreed, subject to the terms and conditions of that agreement to subscribe for, and/or procure the subscription for, at the Rights Issue Price, the Rights Units for which valid applications have not been submitted. The Joint Lead Managers and Underwriters will be entitled to a commission of 2.25% (the “Underwriting Commission”).

The Underwriting Agreement may be terminated upon the occurrence of certain events, including breaches by the Manager of certain terms of the Underwriting Agreement, certain material adverse changes relating to OUE C-REIT and events of a force majeure nature. However, the Joint Lead Managers and Underwriters will not be entitled to rely on force majeure to terminate the Underwriting Agreement on or after the date on which ex-rights trading commences, in compliance with Rule 818 of the Listing Manual.

24 2.4.9 Status of the Rights Units

The Rights Units will, upon allotment and issue, rank pari passu in all respects with the existing Units in issue as at the date of issue of the Rights Units.

3. RESOLUTION 2: THE PROPOSED TRUST DEED SUPPLEMENT FOR THE ISSUEOF PREFERREDUNITS

3.1 The Proposed Trust Deed Supplement

The Manager proposes to enter into the proposed Trust Deed Supplement with the Trustee for the purposes of:

(i) authorising the Manager to issue the Preferred Units from time to time, in one or more classes, to any person(s) (including, without limitation, itself and/or its Related Parties), with the prior approval of Unitholders; and

(ii) setting out the general terms and conditions of an offer and issue of the Preferred Units.

3.2 Requirement for Unitholders’ Approval

Pursuant to Clause 28.2 of the Trust Deed, the Trust Deed may be replaced or amended with the prior consent of the Unitholders by way of an Extraordinary Resolution. Accordingly, the Manager is seeking Unitholders’ approval for the proposed Trust Deed Supplement.

Key Characteristics of the Preferred Units

The Manager proposes to issue each class of Preferred Units on the general terms and conditions set out in the proposed Trust Deed Supplement, as well as any specific terms and conditions relating to the relevant class of Preferred Units which may be agreed between the Manager and the relevant Preferred Unitholder1. A list of the key characteristics and salient terms of the Preferred Units is set out below:

Key Characteristics Salient Terms Term The term of the Preferred Units of each class shall be separately determined in respect of such class of Preferred Units. Issue Price The issue price of a Preferred Unit of each class shall be separately determined in respect of such class of Preferred Units. Listing The Preferred Units of each class may or may not be listed on the SGX-ST and/or any other Recognised Stock Exchange (as defined herein). Any listing of the Preferred Units of each class (and the terms and conditions relating to such listing, if any) shall be separately determined in respect of such class of Preferred Units.

1 “Preferred Unitholder” means the registered holder for the time being of a Preferred Unit, including persons so registered as joint holders, except where the registered holder is The Central Depository (Pte) Limited (“CDP”), the term “Preferred Unitholder” shall, in relation to Preferred Units registered in the name of CDP mean, where the context requires, the Depositor (as defined herein) whose securities account with CDP is credited with Preferred Units.

25 Key Characteristics Salient Terms Distributions The Preferred Units of each class shall, in respect of the entitlement to participate in the distributions of OUE C-REIT, rank: (i) junior to all securities, ownership interests and obligations of OUE C-REIT that are expressed to rank senior to the Preferred Units of such class; (ii) pari passu with (a) each other and (b) all securities, ownership interests and obligations of OUE C-REIT that are expressed to rank pari passu with the Preferred Units of such class; and (iii) senior to the Units. The terms and conditions relating to the declaration and payment of distributions in respect of the Preferred Units of each class shall be separately determined in respect of such class of Preferred Units, provided that any decision regarding the declaration of distributions in respect of the Preferred Units of each class shall be at the sole discretion of the Manager. Distribution and Capital The specific terms and conditions relating to each class of Stopper Preferred Units may restrict the declaration of distributions in respect of the Units and/or return of capital to Unitholders in the event that any distributions payable in respect of the Preferred Units of such class are not declared in full, or may not contain such restrictions. Any such restrictions which may be imposed pursuant to the terms of the Preferred Units of each class (and the terms and conditions of such restrictions, if any) shall be separately determined in respect of such class of Preferred Units. Ranking at Liquidation In the event of the commencement of any dissolution or winding up of OUE C-REIT (other than pursuant to a permitted reorganisation), the Preferred Units of each class shall, in respect of the entitlement to participate in the assets of OUE C-REIT upon liquidation, rank: (i) junior to (a) all debts of OUE C-REIT (including, without limitation, all amounts due under Clause 26.5 of the Trust Deed, all costs of the Trustee (including, but not limited to, liabilities owed to any Preferred Unitholder or Unitholder who is a creditor of OUE C-REIT) and all subordinated debt) and (b) all securities, ownership interests and obligations of OUE C-REIT that are expressed to rank senior to the Preferred Units of such class; (ii) pari passu with (a) each other and (b) all securities, ownership interests and obligations of OUE C-REIT that are expressed to rank pari passu with the Preferred Units of such class; and (iii) senior to the Units.

26 Key Characteristics Salient Terms Redemption of the The Preferred Units of each class may be redeemable, in Preferred Units full or in part, at the option of the Manager and/or the relevant Preferred Unitholders, may be subject to restrictions on redemption if any or may not be redeemable at all. Any entitlement of the Manager and/or the relevant Preferred Unitholder to redeem the Preferred Units of each class (and the terms and conditions of such entitlement, if any) shall be separately determined in respect of such class of Preferred Units. Conversion of the Each class of Preferred Units may be convertible, in full or Preferred Units in part, into Units at the option of the Manager and/or the relevant Preferred Unitholders, may be subject to restrictions on conversion or may not be convertible into Units at all. Any entitlement of the Manager and/or the relevant Preferred Unitholder to convert each class of Preferred Units into Units (and the terms and conditions of such entitlement, if any) shall be separately determined in respect of such class of Preferred Units. Voting Rights The Preferred Units of each class shall have no voting rights attached to them in respect of voting at meetings of Unitholders, save in the following circumstances: (i) during such period as the distributions so declared in respect of the Preferred Units of such class or any part thereof remain in arrears and unpaid for at least 12 months after the date when distributions in respect of the Preferred Units of such class should otherwise have been paid if declared by the Manager; (ii) upon any resolution which varies or abrogates any right, preference or privilege of the Preferred Units of such class (including, without limitation, the authorisation, creation or issue of any securities, ownership interests or obligations of OUE C-REIT ranking senior to (but excluding, for purposes of this paragraph only, those ranking pari passu with) the Preferred Units of such class in respect of the entitlement to participate in the distributions and/or (in the event of any dissolution or winding up of OUE C-REIT) the Deposited Property); or (iii) upon any resolution for the dissolution or winding up of OUE C-REIT. Transferability The Preferred Units of each class may be freely transferable, may be subject to restrictions on transfer or may not be transferable at all. Any entitlement to transfer the Preferred Units of each class (and the terms and conditions of such transfer, if any) shall be separately determined in respect of such class of Preferred Units.

(See Appendix A of this Circular for further details of the proposed Trust Deed Supplement and the general terms and conditions governing the Preferred Units.)

27 3.3 Rationale for the Proposed Trust Deed Supplement

The Manager believes that the ability to create and issue new classes of Preferred Units will enhance OUE C-REIT’s financing flexibility and widen the pool of capital available to OUE C-REIT by allowing the Manager to create and issue new classes of securities.

4. RATIONALE FOR THE PROPOSED TRANSACTIONS

The Manager believes that the proposed Transactions will bring the following key benefits to Unitholders:

4.1 Acquisition of a majority interest in a landmark commercial property in the Singapore CBD

The proposed Acquisition represents a unique opportunity for OUE C-REIT to acquire a majority interest in One Raffles Place. It is expected to increase OUE C-REIT’s exposure to its core Singapore office market and the Property possesses the following competitive strengths arising from its positioning as a Grade-A commercial property;

(i) it is strategically located in the heart of Raffles Place, which is in the traditional financial and business hub within Singapore’s CBD. Raffles Place is perceived as the most accessible office location within the CBD, and is expected to remain as a focal point of the CBD even with the expansion of the Marina Bay precinct, with One Raffles Place’s strategic location being a strong pull-factor for existing and prospective tenants.

One Raffles Place is situated above and linked to the Raffles Place MRT interchange station, one of Singapore’s major MRT interchange stations, via underground pedestrian access through the basement of its retail podium which is also connected to a comprehensive underground network of pedestrian walkways linking to other developments within Raffles Place as well as Marina Bay. The Property also enjoys enhanced accessibility to other parts of Singapore via its proximity to the Marina Coastal Expressway, the Central Expressway and the East Coast Parkway;

(ii) it is a prominent iconic development with Grade-A building specifications. One Raffles Place Tower 1 comprises a 62-storey office tower and is one of the tallest buildings in the CBD, with its upper levels enjoying a 360-degree panoramic view of the city. One Raffles Place Shopping Mall, a six-storey retail podium that has undergone extensive refurbishment works recently, faces the entire length of the Raffles Place Park, within the very heart of Raffles Place. As the largest purpose-built shopping mall in Raffles Place, it offers a diverse range of shopping, dining and leisure options catering to the needs of the working population in the CBD. The main anchor tenants of One Raffles Place Shopping Mall include H&M, Uniqlo and other well-known local and international brand names such as Paris Baguette Café, The Hour Glass, Pandora and Tumi;

(iii) The two office towers offer quality and efficient column-free office space with regular floor plates. As a result, the Property enjoys an established blue-chip tenant base which include reputable banking, insurance, financial, information and technology, media and telecommunications companies and multi-national corporations (“MNCs”). Key tenants include Petrobras Singapore Pte Ltd, Alipay Singapore E-commerce Private Limited, Virgin Active Singapore Pte Ltd, Pramerica Investment Management (Singapore) Pte Ltd and China Merchant Bank Co. Ltd;

28 (iv) One Raffles Place Tower 2 has been accredited with the prestigious BCA Green Mark Platinum Certification for its environmentally sustainable features, and such accreditation is increasingly sought after by blue-chip tenants and MNCs when sourcing potential office space; and

(v) The Property is situated primarily on three land plots with three different tenures with remaining long land leases of about 812 years, 69 years and 67 years respectively, translating to a remaining weighted average land lease expiry (by value) of 435 years. The long land leases provide an attractive investment opportunity and the proposed Acquisition is expected to increase the remaining land lease expiry of OUE C-REIT, from its current remaining weighted average land lease expiry of approximately 72 years to 258 years, which is approximately 3.6 times from its current remaining weighted average land lease expiry.

Remaining Weighted Average Land Lease Expiry

258 years

3.6x

72 years

Existing Portfolio Enlarged Portfolio

4.2 Acquisition of a quality commercial property at an attractive price

While the proposed Acquisition is not immediately yield-accretive, it represents an opportunity for OUE C-REIT to acquire an interest in a quality commercial property in the prime Raffles Place area at an attractive price of S$2,382 per square foot (“psf”) compared to the transacted prices of Grade-A properties in the area, as illustrated in the following table1.

Remaining Date of Transacted Transacted Property Lease Transaction Price Price psf OUBC Interest2 Weighted In progress S$1,715.0 million S$2,382 psf average of 435 years Straits Trading 847years September S$450.0 million S$2,830 psf Building 2014

1 Unless otherwise indicated, the information in the table is based on information provided in the valuation report of the OUBC Interest by Cushman & Wakefield dated 9 June 2015.

2 This is specific information provided by the Manager for the purpose of comparison.

29 Remaining Date of Transacted Transacted Property Lease Transaction Price Price psf Prudential 80years May2014 S$512.0million S$2,316psf Tower1 OUEBayfront 92years January2014 S$1,005.0million S$2,498 psf Hitachi Tower2 More than January 2013 S$660.0 million S$2,374 psf 840 years

4.3 Favourable growth profile from potential increase in occupancy, positive rental reversion and limited new office supply in Raffles Place

According to the Independent Market Research Report, rents for Grade-A office buildings in Raffles Place, especially those which are well-located e.g. with direct access to the MRT station, are expected to be relatively resilient, given that there are no known premium and Grade-A office developments expected to be completed in the area from 2015 to 2018. In addition, existing Grade-A offices in Raffles Place are uniquely positioned, offering mainly mid-sized floor plates (typically at around 10,000 sq ft), compared with recent and future office developments that offer floor plates of 20,000 sq ft and above.

Many companies in Singapore continue to favour the CBD as a choice location, with Raffles Place widely regarded as the most established business location within the CBD. Offices with mid-sized floor plates in Raffles Place offer a strong value proposition to these companies. Coupled with the growing diversity of tenants in the CBD, the demand for mid-sized floor plates in Raffles Place is expected to remain relatively firm. Despite the development of Marina Bay, Raffles Place continues to be perceived as the most accessible location in the CBD. As at 1Q 2015, the Independent Market Research Consultant estimates the average office rent in Marina Bay to be 20% higher than that in Raffles Place, providing a strong value proposition for businesses to be located in Raffles Place.

Based on the Independent Market Research Report, the current office occupancy rate of One Raffles Place is estimated to be about 85.0% to 90.0%, as compared to the average occupancy rate for Grade-A offices in Raffles Place in 1Q 2015 of about 97.2%. Based on the above occupancy estimates, there is potential for One Raffles Place to increase its occupancy rate by about 7 to 12 percentage points to reach an occupancy level in line with the market.

1 Based on the sale of a 92.8% stake in Prudential Tower.

2 Based on the sale of a 51% stake in Hitachi Tower which valued the property at around S$660.0 million.

30 Potential Upside in Occupancy

97.2% +7ppt (1) 90%

Estimated range { +12ppt 85%

Current Estimated Average Occupancy Rate Office Occupancy Rate for Grade-A offices in of the Property Raffles Place in 1Q 2015

Note:

(1) Ppt: percentage point.

Furthermore, the current office rent at One Raffles Place is estimated to be S$9.50 to S$10.00 psf per month, compared to the average rent for Grade-A offices in Raffles Place in 1Q 2015 of about S$11.50 psf per month. Based on the above rent estimates, OUE C-REIT can potentially achieve positive rental reversion to market rents of between 15% to 21%.

Potential Upside in Office Rents

S$ psf per month 11.50 +15%

10.00

Estimated range { +21%

9.50

Current Estimated Average Rent for Grade-A Office Rent of the offices in Raffles Place Property in 1Q 2015

31 4.4 Achievement of transformational scale for OUE C-REIT through the proposed Acquisition which will significantly enlarge the size of its portfolio and strengthen its competitive position in Singapore

Following the completion of the proposed Acquisition, OUE C-REIT’s assets-under- management (“AUM”) is expected to increase from S$1,630.6 million (as at 31 December 2014) to S$3,364.6 million, representing an increase of 106.3%.

The larger asset base post-Acquisition is expected to enhance OUE C-REIT’s overall capital management flexibility. With a larger asset base, OUE C-REIT will have greater debt headroom before reaching the aggregate leverage limit under the Property Funds Appendix (which is with reference to OUE C-REIT’s Deposited Property). A larger asset base will also support more equity issuances by OUE C-REIT in future. These will, in turn, facilitate future acquisitions and asset enhancement initiatives to be undertaken by OUE C-REIT.

Further, the proposed Acquisition is expected to increase OUE C-REIT’s proportion of Singapore AUM from 69.6% to 85.3%, as well as increase the total NLA of OUE C-REIT’s asset portfolio from approximately 825,000 sq ft to 1,545,000 sq ft, thereby enlarging OUE C-REIT’s footprint within the Singapore CBD and strengthening its competitive position as a landlord in the Singapore office market.

Proportion of Singapore Assets-under-Management

Existing Portfolio Enlarged Portfolio (OUBC Interest)

14.7% 30.4%

69.6% 85.3%

Singapore AUM Overseas AUM

4.5 Enhanced portfolio diversification and resilience, as well as reduced asset concentration risk

The proposed Acquisition is expected to benefit Unitholders by enhancing the diversification and resilience of the Existing Portfolio through the following ways:

(i) Increasing OUE C-REIT’s gross revenue contribution denominated in Singapore dollars

The proposed Acquisition is expected to increase the gross revenue contribution denominated in Singapore dollars, and in turn reduce the impact of foreign exchange fluctuations on OUE C-REIT’s total distributable income. Post-Acquisition, the proportion of gross revenue received by OUE C-REIT denominated in Singapore dollars is expected to increase from 68.5%, to 82.3% and 83.1% in the Forecast Period, after the completion of the proposed Acquisition of 75.0% and 83.33% indirect interest in OUBC, respectively.

32 Proportion of Portfolio Gross Revenue Contribution denominated in Singapore dollars(1)

Enlarged Portfolio Enlarged Portfolio Existing Portfolio (75.0% indirect interest in (83.33% indirect interest in OUBC) OUBC)

17.7% 16.9% 31.5%

68.5% 82.3% 83.1%

Gross revenue denominated in Gross revenue denominated Singapore dollars in foreign currency

Note:

(1) For the Forecast Period from 1 October 2015 to 31 December 2015.

(ii) Reducing the concentration risk of OUE C-REIT’s income stream from any single property

The proposed Acquisition is expected to enhance OUE C-REIT’s income diversification and reduce its asset concentration risk. No single property is expected to account for more than 43.8% to 46.4% of OUE C-REIT’s gross revenue, after the completion of the proposed Acquisition of 75.0% and 83.33% indirect interest in OUBC, respectively, compared to 68.5% before the proposed Acquisition.

Portfolio Gross Revenue Contribution by Property(1)

Enlarged Portfolio Enlarged Portfolio Existing Portfolio (75.0% indirect interest in (83.33% indirect interest in OUBC) OUBC)

31.5% 38.5% 36.7% 43.8% 46.4%

68.5% 16.9% 17.7%

OUE Bayfront Lippo Plaza Proposed Acquisition

Note:

(1) For the Forecast Period from 1 October 2015 to 31 December 2015.

(iii) Enhancing the quality of OUE C-REIT’s tenant base

The proposed Acquisition is expected to enhance the quality of OUE C-REIT’s tenant base, with the addition of several established MNCs which include Petrobras Singapore Pte Ltd, Alipay Singapore E-commerce Private Limited, Virgin Active Singapore Pte Ltd, Pramerica Investment Management (Singapore) Pte Ltd and China Merchant Bank Co. Ltd, thereby adding to OUE C-REIT’s existing core of blue chip tenants. The stronger and more diverse tenant base is also expected to improve the resilience of OUE C-REIT’s cashflows.

33 4.6 Strong support from the Sponsor through the proposed CPPU Issue and its take-up of the pro rata stake in the Rights Issue

The proposed Acquisition is in line with the Sponsor’s commitment to OUE C-REIT at the time of its initial public offering, when the Sponsor granted a right of first refusal to OUE C-REIT for its potential future acquisitions of income-producing real estate used primarily for commercial purposes. The proposed issuance of the CPPUs to the Sponsor as part payment for the proposed Acquisition and its undertaking to procure the Subscribing Entities to take up their full pro rata stake in the Rights Issue will further align the interests of the Sponsor with that of OUE C-REIT and its Unitholders. This also demonstrates the Sponsor’s commitment to support OUE C-REIT’s acquisition growth strategy. Specifically, the Sponsor’s commitment to take up the CPPUs and to procure the Subscribing Entities’ take-up of their pro rata stake in the Rights Issue, demonstrates its long-term commitment to grow OUE C-REIT into an efficient platform for holding commercial properties, with both the Sponsor and the Manager being incentivised to maximise distributions to Unitholders. The strong support of the Sponsor for the proposed Transactions also reflects its confidence in the growth prospects in One Raffles Place, underlining its importance as a key asset in OUE C-REIT’s portfolio.

4.7 Increased market capitalisation and potential increased liquidity through the Rights Issue

To part finance the proposed Acquisition, up to 393,305,817 new Units will be issued under the Rights Issue. As at the Latest Practicable Date, the new Units will constitute 45.0% of the Units in issue. The issue of the new Units is expected to increase the market capitalisation of OUE C-REIT and may facilitate improvement in the trading liquidity of Units on the SGX-ST. The Manager believes that the increased market capitalisation and liquidity would provide OUE C-REIT with increased visibility within the investment community.

4.8 Diversification of sources of funding

The proposed CPPU issue enables the Manager to widen the pool of capital available to OUE C-REIT and enhances its financial flexibility. The CPPUs will be treated as equity of OUE C-REIT and not as borrowings or deferred payments under the Property Funds Appendix. Therefore, the proposed CPPU Issue will not increase OUE C-REIT’s aggregate leverage and refinancing risk. Assuming that OUE C-REIT acquires the maximum 83.33% indirect interest in OUBC, its pro forma aggregate leverage is expected to be 41.9%1.

In addition, the Manager has the option but not the obligation to redeem the CPPUs. In this regard, there is no refinancing risk arising from the proposed CPPU Issue as the CPPU Holder does not have the right to procure the Manager to redeem the CPPUs.

4.9 Future ordinary equity injection into OUE C-REIT at a premium to the TERP through the conversion of the CPPUs

The CPPUs are convertible at a premium of 15.0% above the TERP into ordinary Units after the expiry of the four-year restriction period. In order to ensure an orderly conversion of the CPPUs, not more than one-third of the CPPUs initially issued shall be converted in any one year. If the CPPUs are converted, this will allow OUE C-REIT to issue ordinary equity at a premium to the TERP at announcement of the Rights Issue.

1 OUE C-REIT’s pro forma aggregate leverage is expected to be 40.9% if it acquires the minimum 75.0% indirect interest in OUBC.

34 5. PROFIT FORECAST

Statements contained in this section which are not historical facts may be forward-looking statements. Such statements are based on the assumptions set forth in this section and are subject to certain risk and uncertainties which could cause actual results to differ materially from those projected. Under no circumstances should the inclusion of such information herein be regarded as a representation, warranty or prediction with respect to the accuracy of the underlying assumptions by the Manager or any other person nor that these results will be achieved or are likely to be achieved.

The following table sets out OUE C-REIT Group’s Forecast Statement of Total Return for the period from 1 October 2015 to 31 December 2015 (the “Forecast Period”) (the “Profit Forecast”). The Profit Forecast has been examined by the Independent Accountants and should be read together with their report set out in Appendix D of this Circular as well as the assumptions and sensitivity analysis set out in Appendix C.

The Profit Forecast is presented based on the following:

(A) Scenario A – Based on the acquisition of a 75.0% indirect interest in OUBC

Scenario A has been prepared based on the following assumptions:

• OUE C-REIT acquires a minimum indirect interest of 75.0% in OUBC;

• the estimated Total Acquisition Cost is S$1,061.2 million comprising the expected Purchase Consideration of S$1,034.0 million, Acquisition Fee payable in Units to the Manager of S$9.6 million and estimated debt and/or equity financing related costs, stamp duty, professional and other expenses related to the proposed Acquisition is S$17.6 million;

• the Purchase Consideration for the proposed Acquisition, the financing-related and Acquisition-related costs are funded through the following:

− issue of 393,305,817 Rights Units to Eligible Unitholders on the basis of 9 Rights Units for every 20 existing Units at the Rights Issue Price of S$0.555;

− debt/borrowings of approximately S$333.3 million;

− issuance of S$500.0 million of CPPUs with a preferred distribution of 1.0% per annum; and

− issuance of 13.2 million new Units as satisfaction of the Acquisition Fee of S$9.6 million to the Manager; and

• the proposed Acquisition is completed on 1 October 2015.

35 (B) Scenario B – Based on the acquisition of an 83.33% indirect interest in OUBC

Scenario B has been prepared based on the following assumptions:

• OUE C-REIT acquires a maximum indirect interest of 83.33% in OUBC;

• the estimated Total Acquisition Cost is S$1,178.3 million comprising the expected Purchase Consideration of S$1,148.8 million and Acquisition Fee payable in Units to the Manager of S$10.7 million and estimated debt and/or equity financing related costs, stamp duty, professional and other expenses related to the proposed Acquisition is S$18.8 million;

• the Purchase Consideration for the proposed Acquisition, the financing-related and Acquisition-related costs are funded through the following:

− issue of 393,305,817 Rights Units to Eligible Unitholders on the basis of 9 Rights Units for every 20 existing Units at the Rights Issue Price of S$0.555;

− debt/borrowings of approximately S$399.3 million;

− issuance of S$550.0 million of CPPUs with a preferred distribution of 1.0% per annum; and

− issuance of 14.7 million new Units as satisfaction of the Acquisition Fee of S$10.7 million to the Manager; and

• the proposed Acquisition is completed on 1 October 2015.

Forecast Statement of Total Return

Forecast Period (1 October 2015 – 31 December 2015) (1) Existing Enlarged Portfolio S$’000 Portfolio Scenario A Scenario B Grossrevenue 19,740 40,263 40,263 Propertyoperatingexpenses (5,259) (11,334) (11,334)

Netpropertyincome 14,481 28,929 28,929 Otherincome 2,174 2,174 2,174 Amortisationofintangibleasset (1,047) (1,047) (1,047) Manager’smanagementfees (1,290) (2,293) (2,404) Trustee’sfee (75) (135) (140) Otherexpenses (408) (685) (685)

Financeincome 19 19 19 Financecost (5,143) (11,850) (12,516)

Netfinancecosts (5,124) (11,831) (12,497)

Total return for the period 8,711 15,112 14,330 before tax

36 Forecast Period (1 October 2015 – 31 December 2015) (1) Existing Enlarged Portfolio S$’000 Portfolio Scenario A Scenario B Taxexpense (1,084) (2,983) (2,983)

Totalreturnfortheperiod 7,627 12,129 11,347

Attributable to: Unitholders 7,627 9,889 9,853 Non-controllinginterest – 2,240 1,494

Totalreturnfortheperiod 7,627 12,129 11,347

Reconciliation from total return for the period to amount available for distribution to Unitholders Total return attributable to 7,627 9,889 9,853 Unitholders Distribution adjustments(2) 4,306 6,077 6,306

11,933 15,966 16,159 Distribution attributable to – (1,250) (1,375) CPPU Holders(3)

Amount available for distribution 11,933 14,716 14,784

Number of Units entitled to 878,774(4) 1,286,996(5) 1,288,615(6) Distribution (’000) Assuming CPPUs are not converted: DPU(cents) 1.36 1.14 1.15 DPU Yield 6.6%(7) 6.2%(8) 6.2%(8) (annualised) DPU Yield based on Rights N/A 8.2% 8.2% Issue Price (annualised)

Notes:

(1) Enlarged Portfolio comprises Existing Portfolio and 75.0% indirect interest in OUBC and 83.33% indirect interest in OUBC under Scenario A and Scenario B respectively. (2) Distribution adjustments comprise non-tax deductible and other adjustments, mainly 100% of the Manager’s management base fee payable in Units, amortisation of intangible assets, amortisation of debt-related transaction costs, trustee’s fee, depreciation expense and deferred tax expense.

(3) Assumes the issuance of S$500.0 million and S$550.0 million of CPPUs with a preferred distribution of 1.0% per annum for Scenario A and Scenario B respectively.

(4) Comprises 874.0 million Units issued as at the Latest Practicable Date and estimated 4.8 million Units to be issued in satisfaction of the Manager’s management base fee from the Latest Practicable Date to 31 December 2015.

(5) Comprises 874.0 million Units issued as at the Latest Practicable Date and estimated 6.5 million Units to be issued in satisfaction of the Manager’s management base fee from the Latest Practicable Date to 31 December 2015, 13.2 million new Units to be issued in satisfaction of the Acquisition Fee payable to the Manager for the proposed Acquisition and 393.3 million new Units to be issued for the Rights Issue at the Rights Issue Price of S$0.555.

37 (6) Comprises 874.0 million Units issued as at the Latest Practicable Date and estimated 6.6 million Units to be issued in satisfaction of the Manager’s management base fee from the Latest Practicable Date to 31 December 2015, 14.7 million new Units to be issued in satisfaction of the Acquisition Fee payable to the Manager for the proposed Acquisition and 393.3 million new Units to be issued for the Rights Issue at the Rights Issue Price of S$0.555. (7) Based on closing market price of S$0.815 per Unit as at the Latest Practicable Date.

(8) Based on TERP of S$0.731 per Unit.

The Profit Forecast is set out in Appendix C of this Circular. The above forecast consolidated statements of total return and distributable income must be read together with the detailed Profit Forecast in Appendix C of this Circular, and the Independent Accountants’ Report on the Profit Forecast in Appendix D of this Circular.

6. DETAILS AND FINANCIAL INFORMATION OF THE PROPOSED TRANSACTIONS

6.1 Pro Forma Financial Effects of the Proposed Transactions

FOR ILLUSTRATIVE PURPOSES ONLY: The pro forma financial effects of the proposed Transactions on the DPU, NAV per Unit and capitalisation presented below are strictly for illustrative purposes and are prepared based on the audited consolidated financial statements of OUE C-REIT for the financial period from 27 January 2014 (Listing Date of OUE C-REIT) to 31 December 2014 (“FY 2014”) (the “FY 2014 Audited Financial Statements”) and the audited consolidated financial statements of OUBC for the year ended 31 December 2014 as well as the following assumptions:

(i) Scenario A – Based on the acquisition of a 75.0% indirect interest in OUBC

(a) gross proceeds of approximately S$218.3 million are raised from the issue of 393,305,817 Rights Units to Eligible Unitholders, on the basis of 9 Rights Units for every 20 existing Units at the Rights Issue Price of S$0.555;

(b) issuance of S$500.0 million of CPPUs to the Sponsor;

(c) debt/borrowings of approximately S$333.3 million are drawn down; and

(d) the Acquisition Fee of approximately S$9.6 million is payable to the Manager wholly in Units.

(ii) Scenario B – Based on the acquisition of an 83.33% indirect interest in OUBC

(a) gross proceeds of approximately S$218.3 million are raised from the issue of 393,305,817 Rights Units to Eligible Unitholders, on the basis of 9 Rights Units for every 20 existing Units at the Rights Issue Price of S$0.555;

(b) issuance of S$550.0 million of CPPUs to the Sponsor;

(c) debt/borrowings of approximately S$399.3 million are drawn down; and

(c) the Acquisition Fee of approximately S$10.7 million is payable to the Manager wholly in Units.

38 6.1.1 Pro Forma DPU

FOR ILLUSTRATIVE PURPOSES ONLY: The pro forma financial effects of the proposed Transactions on OUE C-REIT’s DPU for FY 2014, as if the proposed Transactions were completed on 27 January 2014, and OUE C-REIT held the indirect interest in OUBC through to 31 December 2014 are as follows. For illustrative purposes, the pro forma DPU is shown as if one-third of the CPPUs were converted on 27 January 2014 and if the CPPUs were all converted on 27 January 2014, although (i) the CPPUs cannot be converted during the four-year Restriction Period save in certain limited circumstances and (ii) not more than one-third of the CPPUs initially issued can be converted in any one year.

Scenario A – Based on the acquisition of a 75.0% indirect interest in OUBC

FY 2014 Pro Forma Adjusted for the Proposed Transactions One-third Before the CPPUs of CPPUs CPPUs Proposed are not are are all Transactions converted converted converted Amount available for distribution (S$’000) 45,909 56,034(1) 57,582(1),(2) 60,678(1),(3) Units in issue and to be issued (’000) 872,430(4) 1,283,528(5) 1,481,705(6) 1,878,059(7) DPU(cents) 5.27(8) 4.37 3.89 3.23 DPU Yield (annualised) 6.9%(9) 6.4%(10) 5.7%(10) 4.8%(10) DPU Yield based on Rights Issue Price(annualised) N/A 8.5% 7.5% 6.3%

Notes: (1) Amount available for distribution excludes the over provision of income taxes relating to prior years, recognised in the audited consolidated financial statements of OUBC for the year ended 31 December 2014. (2) Assuming one-third of the original amount of CPPUs are converted on 27 January 2014. The CPPU Holder is entitled to ordinary distribution upon conversion of one-third of the CPPUs. The remaining two-thirds of the CPPUs are entitled to the preferred distribution. (3) Assuming CPPUs are all converted on 27 January 2014. The CPPU Holder is entitled to ordinary distribution upon conversion with no preferred distribution. (4) Represents the number of Units issued and to be issued as at 31 December 2014. (5) Comprises the Units set out in Note 4, 393.3 million new Units issued under the Rights Issue at the Rights Issue Price of S$0.555, 4.6 million Units assumed to be issued in satisfaction of the management base fees payable to the Manager arising from the proposed Acquisition and 13.2 million new Units assumed to be issued in satisfaction of the Acquisition Fee payable to the Manager for the proposed Acquisition. (6) Comprises the Units set out in Note 5 and 198.2 million Units assumed to be issued as a result of one-third conversion of CPPUs based on a conversion price of S$0.841 per Unit on 27 January 2014. (7) Comprises the Units set out in Note 5 and 594.5 million Units assumed to be issued as a result of full conversion of CPPUs based on a conversion price of S$0.841 per Unit on 27 January 2014. (8) The DPU after adjusting for the bonus element in the Rights Units is 4.75 cents. (9) Based on closing market price of S$0.815 per Unit as at the Latest Practicable Date. (10) Based on TERP of S$0.731 per Unit.

39 Scenario B – Based on the acquisition of an 83.33% indirect interest in OUBC

FY 2014 Pro Forma Adjusted for the Proposed Transactions Before the CPPUs One-third of CPPUs Proposed are not CPPUs are are all Transactions converted converted converted Amount available for distribution (S$’000) 45,909 56,268(1) 57,971(1),(2) 61,376(1),(3) Units in issue and to be issued (’000) 872,430(4) 1,285,505(5) 1,503,500(6) 1,939,489(7) DPU(cents) 5.27(8) 4.38 3.86 3.16 DPU Yield (annualised) 6.9%(9) 6.4%(10) 5.7%(10) 4.7%(10) DPU Yield based on Rights Issue Price (annualised) N/A 8.5% 7.5% 6.1%

Notes: (1) Amount available for distribution excludes the over provision of income taxes relating to prior years, recognised in the audited consolidated financial statements of OUBC for the year ended 31 December 2014. (2) Assuming one-third of the original amount of CPPUs are converted on 27 January 2014. The CPPU Holder is entitled to ordinary distribution upon conversion of one-third of the CPPUs. The remaining two-thirds of the CPPUs are entitled to the preferred distribution. (3) Assuming CPPUs are all converted on 27 January 2014. The CPPU Holder is entitled to ordinary distribution upon conversion with no preferred distribution. (4) Represents the number of Units issued and to be issued as at 31 December 2014. (5) Comprises the Units set out in Note 4, 393.3 million new Units issued under the Rights Issue at the Rights Issue Price of S$0.555, 5.1 million Units assumed to be issued in satisfaction of the management base fees payable to the Manager arising from the proposed Acquisition and 14.7 million new Units assumed to be issued in satisfaction of the Acquisition Fee payable to the Manager for the proposed Acquisition. (6) Comprises the Units set out in Note 5 and 218.0 million Units assumed to be issued as a result of one-third conversion of CPPUs based on a conversion price of S$0.841 per Unit on 27 January 2014. (7) Comprises the Units set out in Note 5 and 654.0 million Units assumed to be issued as a result of full conversion of CPPUs based on a conversion price of S$0.841 per Unit on 27 January 2014. (8) The DPU after adjusting for the bonus element in the Rights Units is 4.75 cents. (9) Based on closing market price of S$0.815 per Unit as at the Latest Practicable Date. (10) Based on TERP of S$0.731 per Unit.

6.1.2 Pro Forma NAV per Unit

FOR ILLUSTRATIVE PURPOSES ONLY: The pro forma financial effects of the proposed Transactions on the NAV per Unit as at 31 December 2014, as if OUE C-REIT had completed the proposed Transactions on that date, are as follows. For illustrative purposes, the pro forma NAV per Unit is shown as if one-third of the CPPUs were converted on 31 December 2014 and if the CPPUs were all converted on 31 December 2014 and, although (i) the CPPUs cannot be

40 converted during the four-year Restriction Period save in certain limited circumstances and (ii) not more than one-third of the CPPUs initially issued can be converted in any one year.

Scenario A – Based on the acquisition of a 75.0% indirect interest in OUBC

As at 31 December 2014 Pro Forma Adjusted for the Proposed Transactions Before the CPPUs One-third of CPPUs Proposed are not CPPUs are are all Transactions converted converted converted NAV(S$’000) 957,785 1,175,976 1,342,643 1,675,976 Units in issue and tobeissued(’000) 872,430(1) 1,278,933(2) 1,477,110(3) 1,873,463(4) NAVperUnit(S$) 1.10 0.92 0.91 0.89

Notes:

(1) Represents the number of Units issued and to be issued as at 31 December 2014.

(2) Comprises the Units set out in Note 1, 393.3 million new Units issued under the Rights Issue at the Rights Issue Price of S$0.555 and 13.2 million new Units assumed to be issued in satisfaction of the Acquisition Fee payable to the Manager for the proposed Acquisition.

(3) Comprises the Units set out in Note 2 and 198.2 million Units assumed to be issued as a result of one-third conversion of CPPUs based on a conversion price of S$0.841 per Unit on 31 December 2014. (4) Comprises the Units set out in Note 2 and 594.5 million Units assumed to be issued as a result of full conversion of CPPUs based on a conversion price of S$0.841 per Unit on 31 December 2014.

Scenario B – Based on the acquisition of an 83.33% indirect interest in OUBC

As at 31 December 2014 Pro Forma Adjusted for the Proposed Transactions Before the One-third of Proposed CPPUs are CPPUs are CPPUs are Transactions not converted converted all converted NAV(S$’000) 957,785 1,177,048 1,360,381 1,727,048 Units in issue and to 872,430(1) 1,280,399(2) 1,498,393(3) 1,934,382(4) be issued (’000) NAVperUnit(S$) 1.10 0.92 0.91 0.89

Notes:

(1) Represents the number of Units issued and to be issued as at 31 December 2014.

(2) Comprises the Units set out in Note 1, 393.3 million new Units issued under the Rights Issue at the Rights Issue Price of S$0.555 and 14.7 million new Units assumed to be issued in satisfaction of the Acquisition Fee payable to the Manager for the proposed Acquisition.

(3) Comprises the Units set out in Note 2 and 218.0 million Units assumed to be issued as a result of one-third conversion of CPPUs based on a conversion price of S$0.841 per Unit on 31 December 2014.

(4) Comprises the Units set out in Note 2 and 654.0 million Units assumed to be issued as a result of full conversion of CPPUs based on a conversion price of S$0.841 per Unit on 31 December 2014.

41 6.1.3 Pro Forma Capitalisation

FOR ILLUSTRATIVE PURPOSES ONLY: The pro forma capitalisation of OUE C-REIT as at 31 December 2014, as if OUE C-REIT had completed the proposed Transactions on 31 December 2014, is as follows. For illustrative purposes, the pro forma capitalisation is shown as if one-third of the CPPUs were converted on 31 December 2014 and if the CPPUs were all converted on 31 December 2014, although (i) the CPPUs cannot be converted during the four-year Restriction Period save in certain limited circumstances and (ii) not more than one-third of the CPPUs initially issued can be converted in any one year.

Scenario A – Based on the acquisition of a 75.0% indirect interest in OUBC

As at 31 December 2014 Pro Forma Adjusted for the Proposed Transactions Before the One-third of Proposed CPPUs are CPPUs are CPPUs are S$’000 Transactions not converted converted all converted Short-term debt: Secured 168 240,047(1) 240,047(1) 240,047(1)

Totalshort-termdebt 168 240,047 240,047 240,047

Long-term debt: Secured 632,730(2) 960,549(3) 960,549(3) 960,549(3)

Totallong-termdebt 632,730 960,549 960,549 960,549

TotalDebt 632,898 1,200,596 1,200,596 1,200,596

Convertible perpetual preferredunits – 500,000 333,333 – Unitholders’funds 957,785 1,185,717 1,352,384 1,685,717 Expenses relating to the proposed Transactions – (9,741) (9,741) (9,741)

Total Unitholders’ funds (including the CPPUs) 957,785 1,675,976 1,675,976 1,675,976

TotalCapitalisation 1,590,683 2,876,572 2,876,572 2,876,572

Notes:

(1) Relates to 75.0% of the secured debt in OUBC and is stated net of upfront fee and transaction costs of S$0.7 million.

(2) Stated net of upfront fee and transaction costs of S$11.5 million.

(3) Comprises the loan in Note 2 and the secured loan to be drawn down by OUE C-REIT which is stated net of upfront fee and transaction costs of S$5.4 million.

42 Scenario B – Based on the acquisition of an 83.33% indirect interest in OUBC

As at 31 December 2014 Pro Forma Adjusted for the Proposed Transactions Before the One-third of Proposed CPPUs are CPPUs are CPPUs are S$’000 Transactions not converted converted all converted Short-term debt: Secured 168 266,718(1) 266,718(1) 266,718(1)

Totalshort-termdebt 168 266,718 266,718 266,718

Long-term debt: Secured 632,730(2) 1,025,583(3) 1,025,583(3) 1,025,583(3)

Totallong-termdebt 632,730 1,025,583 1,025,583 1,025,583

TotalDebt 632,898 1,292,301 1,292,301 1,292,301

Convertible perpetual preferredunits – 550,000 366,667 – Unitholders’funds 957,785 1,186,789 1,370,122 1,736,789 Expenses relating to the proposed Transactions – (9,741) (9,741) (9,741)

Total Unitholders’ funds (including the CPPUs) 957,785 1,727,048 1,727,048 1,727,048

TotalCapitalisation 1,590,683 3,019,349 3,019,349 3,019,349

Notes: (1) Relates to 83.33% of the secured debt in OUBC and is stated net of upfront fee and transaction costs of S$0.8 million. (2) Stated net of upfront fee and transaction costs of S$11.5 million. (3) Comprises the loan in Note 2 and the secured loan to be drawn down by OUE C-REIT which is stated net of upfront fee and transaction costs of S$6.4 million.

6.2 Requirement of Unitholders’ Approval for the Proposed Acquisition and the Proposed CPPU Issue

6.2.1 Major Transaction

Chapter 10 of the Listing Manual governs the acquisition or divestment of assets, including options to acquire or dispose of assets, by OUE C-REIT. Such transactions are classified into the following categories:

(a) non-discloseable transactions;

(b) discloseable transactions;

(c) major transactions; and

(d) very substantial acquisitions or reverse takeovers.

43 A transaction by OUE C-REIT may fall into any of the categories set out above depending on the size of the relative figures computed on the following bases of comparison:

(i) the NAV of the assets to be disposed of, compared with OUE C-REIT’s NAV;

(ii) the net profits attributable to the assets acquired, compared with OUE C-REIT’s net profits;

(iii) the aggregate value of the consideration given, compared with OUE C-REIT’s market capitalisation;

(iv) the number of Units issued by OUE C-REIT as consideration for an acquisition, compared with the number of Units previously in issue.

Where any of the relative figures computed on the bases set out above exceeds 20.0%, the transaction is classified as a major transaction. The Listing Manual requires that a major transaction involving OUE C-REIT be made conditional upon approval by Unitholders in a general meeting. However, the approval of Unitholders is not required in the case of an acquisition of profitable assets if only sub-paragraph 6.2.1(ii) exceeds the relevant 20.0% threshold.

6.2.2 Relative Figures for the Proposed Acquisition computed on the bases set out in Rule 1006

The relative figures for the proposed Acquisition using the applicable bases of comparison described in sub-paragraph 6.2.1 above are set out in the table below.

Scenario A – Based on the acquisition of a 75.0% indirect interest in OUBC

Proposed Relative Comparison of Acquisition(1) OUEC-REIT figure (%) Profits (S$’000) 7,371(2) 10,639(3) 69.3 Consideration against market capitalisation (S$ million) 1,034.0(4) 712.3(5) 145.2 Units issued as consideration This is not applicable as no ordinary Units are against Units previously in issue expected to be issued as consideration for the (’000) proposed Acquisition.

Notes: (1) Assuming that BPHPL was incorporated on 1 January 2015 and has held and consolidated OUBC from 1 January 2015 to 31 March 2015. (2) This figure is derived from OUBC’s audited consolidated financial statement for the year ended 31 December 2014 and represents its net profit before tax (before accounting for fair value gain on revaluation of property), pro-rated for the period from 1 January 2014 to 31 March 2014. (3) This figure represents total return and is based on OUE C-REIT’s unaudited consolidated financial statement for the first quarter of 2015. (4) This figure represents the expected Purchase Consideration for the 75.0% indirect interest in OUBC. (5) This figure is based on OUE C-REIT’s volume weighted average price of S$0.8150 per Unit as at the Latest Practicable Date.

44 Scenario B – Based on the acquisition of an 83.33% indirect interest in OUBC

Proposed Relative Comparison of Acquisition(1) OUEC-REIT figure (%) Profits (S$’000) 8,190(2) 10,639(3) 77.0 Consideration against market capitalisation (S$ million) 1,148.8(4) 712.3(5) 161.3 Units issued as consideration This is not applicable as no ordinary Units are against Units previously in issue expected to be issued as consideration for the (’000) proposed Acquisition.

Notes: (1) Assuming that BPHPL was incorporated on 1 January 2015 and has held and consolidated OUBC from 1 January 2015 to 31 March 2015. (2) This figure is derived from OUBC’s audited consolidated financial statement for the year ended 31 December 2014 and represents its net profit before tax (before accounting for fair value gain on revaluation of property), pro-rated for the period from 1 January 2014 to 31 March 2014. (3) This figure represents total return and is based on OUE C-REIT’s unaudited consolidated financial statement for the first quarter of 2015. (4) This figure represents the expected Purchase Consideration for the 83.33% indirect interest in OUBC. (5) This figure is based on OUE C-REIT’s volume weighted average price of S$0.8150 per Unit as at the Latest Practicable Date.

As the relative figure for the basis of comparison set out in sub-paragraph 6.2.1(iii) exceeds 100.0%, the Manager had submitted an application to the SGX-ST regarding the waiver of Rule 1015 relating to very substantial acquisitions. The reasons for the waiver application were, among others, as follows:

(i) the proposed Acquisition has been foreshadowed prior to OUE C-REIT’s listing on the SGX-ST;

(ii) Unitholders’ approval will be sought for the proposed Acquisition;

(iii) the proposed Acquisition will not result in a change of control in OUE C-REIT;

(iv) the proposed Acquisition is in OUE C-REIT’s ordinary course of business; and

(v) OUE C-REIT is not able to produce three years of historical pro forma financial information for the proposed Acquisition as it was only listed on the SGX-ST on 27 January 2014.

In light of the reasons stated above, the SGX-ST has on 20 March 2015 advised that it has no objection to the waiver from Rule 1015 with respect to the proposed Acquisition, subject to OUE C-REIT announcing the waiver granted, the reasons for seeking the waiver and the conditions, if any, of the waiver.

6.2.3 Interested Person Transaction and Interested Party Transaction

Under Chapter 9 of the Listing Manual, where OUE C-REIT proposes to enter into a transaction with an interested person and the value of the transaction (either in itself or when aggregated with the value of other transactions, each of a value equal to or greater than S$100,000, with the same interested person during the same financial year) is equal to or exceeds 5.0% of OUE C-REIT’s latest audited NTA, Unitholders’ approval is required in respect of the transaction. Based on the FY 2014 Audited Financial Statements, the audited NTA of OUE C-REIT was S$945.2 million as at 31

45 December 2014. Accordingly, if the value of a transaction which is proposed to be entered into in the current financial year by OUE C-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 S$100,000) entered into with the same interested person during the current financial year, equal to or in excess of S$47.3 million, such a transaction would be subject to Unitholders’ approval. Given the expected Purchase Consideration of approximately S$1,034.0 million for a 75.0% indirect interest in OUBC (which is 109.4% of the audited NTA of OUE C-REIT as at 31 December 2014), the value of the proposed Acquisition exceeds the said threshold and hence the proposed Acquisition is subject to the approval of the Unitholders pursuant to Rule 906(1)(a) of the Listing Manual.

Paragraph 5 of the Property Funds Appendix also imposes a requirement for Unitholders’ approval for an interested party transaction by OUE C-REIT whose value exceeds 5.0% of OUE C-REIT’s latest audited NAV. Based on the FY 2014 Audited Financial Statements, the audited NAV of OUE C-REIT was S$957.8 million as at 31 December 2014. Accordingly, if the value of a transaction which is proposed to be entered into by OUE C-REIT with an interested party is equal to or greater than S$47.9 million, such a transaction would be subject to Unitholders’ approval. Given the expected Purchase Consideration of approximately S$1,034.0 million for a 75.0% indirect interest in OUBC (which is 108.0% of the audited NAV of OUE C-REIT as at 31 December 2014), the value of the proposed Acquisition exceeds the said threshold.

As at the Latest Practicable Date, the Sponsor holds, through its wholly-owned subsidiaries CDPL and the Manager, an aggregate interest in 422,018,928 Units, which is equivalent to approximately 48.3% of the total number of Units in issue, and is therefore regarded as a “controlling Unitholder” of OUE C-REIT under both the Listing Manual and the Property Funds Appendix. In addition, as the Manager is a wholly-owned subsidiary of the Sponsor, the Sponsor is therefore regarded as a “controlling shareholder” of the Manager under both the Listing Manual and the Property Funds Appendix.

As the Sponsor is the vendor of BPHPL under the SPA, for the purposes of Chapter 9 of the Listing Manual and Paragraph 5 of the Property Funds Appendix, the Sponsor (being a “controlling Unitholder” and a “controlling shareholder” of the Manager) is (for the purposes of the Listing Manual) an “interested person” and (for the purposes of the Property Funds Appendix) an “interested party” of OUE C-REIT.

Therefore, the proposed Acquisition will constitute an “interested person transaction” under Chapter 9 of the Listing Manual as well as an “interested party transaction” under the Property Funds Appendix, in respect of which the approval of Unitholders is required.

Details of the interested person transactions entered into between (1) OUE C-REIT and (2) the Sponsor and its subsidiaries and associates, during the course of the current financial year up to the Latest Practicable Date (“Existing Interested Person Transactions”), which are the subject of aggregation pursuant to Rule 906 of the Listing Manual, may be found in Appendix H of this Circular.

46 6.2.4 Advice of the IFA

The Manager has appointed the IFA to advise the Independent Directors, the Audit and Risk Committee and the Trustee in relation to the proposed Acquisition and the proposed CPPU Issue. A copy of the IFA Letter, containing its advice in full, is set out in Appendix E of this Circular and Unitholders are advised to read the IFA Letter carefully.

Having considered the factors and the assumptions set out in the IFA Letter, and subject to the qualifications set out therein, the IFA is of the opinion that each of the proposed Acquisition and the proposed CPPU Issue is based on normal commercial terms and is not prejudicial to the interests of OUE C-REIT and its minority Unitholders.

The IFA is of the opinion that the Independent Directors can recommend that Unitholders vote in favour of the resolution in connection with the proposed Acquisition and the proposed CPPU Issue to be proposed at the EGM.

6.2.5 Interests of Directors and Substantial Unitholders

As at the Latest Practicable Date, Mr Christopher James Williams is the Chairman and Non-Executive Director of the Manager as well as Deputy Chairman of the Sponsor.

Based on the Register of Directors’ Unitholdings maintained by the Manager and save as disclosed in the table below, none of the Directors currently holds a direct or deemed interest in the Units as at the Latest Practicable Date:

Direct Interest Deemed Interest No. of No. of Total no. of Name of Director Units held % Units held % Units held % Mr. Christopher JamesWilliams – – 125,000 0.01 125,000 0.01 Mr.NgLakChuan 250,000 0.03 – – 250,000 0.03 Mr.LohLianHuat 100,000 0.01 150,000 0.02 250,000 0.03 Mr. Carl Gabriel FlorianStubbe – – – – – – Mr. Jonathan Miles Foxall – – – – – – Ms.TanShuLin 250,000 0.03 – – 250,000 0.03

Based on the Register of Substantial Unitholders’ Unitholdings maintained by the Manager, the Substantial Unitholders and their interests in the Unitholdings as at the Latest Practicable Date are as follows:

Name of DirectInterest DeemedInterest Substantial No. of No. of Total No. of Unitholder Units held % Units held % Units held %

Clifford Development Pte. Ltd. (“CDPL”) 414,006,000 47.37(22) – – 414,006,000 47.37(22)

OUELimited – – 422,018,928(1) 48.29(22) 422,018,928 48.29(22)

47 Name of DirectInterest DeemedInterest Substantial No. of No. of Total No. of Unitholder Units held % Units held % Units held %

OUE Realty Pte. Ltd. (“OUER”) – – 422,018,928(2) 48.29(22) 422,018,928 48.29(22)

Golden Concord Asia Limited (“GCAL”) – – 422,018,928(3) 48.29(22) 422,018,928 48.29(22)

Fortune Code Limited (“FCL”) – – 422,018,928(4) 48.29(22) 422,018,928 48.29(22)

Lippo ASM Asia Property Limited (“LAAPL”) – – 422,018,928(5) 48.29(22) 422,018,928 48.29(22)

Pacific Landmark Holdings Limited (“Pacific Landmark”) – – 422,018,928(6) 48.29(22) 422,018,928 48.29(22)

HKC Property Investment Holdings Limited (“HKC Property”) – – 422,018,928(7) 48.29(22) 422,018,928 48.29(22)

Hongkong Chinese Limited (“HCL”) – – 428,488,928(8) 49.03(22) 428,488,928 49.03(22)

Hennessy Holdings Limited (“HHL”) – – 428,488,928(9) 49.03(22) 428,488,928 49.03(22)

Prime Success Limited (“PSL”) – – 428,488,928(10) 49.03(22) 428,488,928 49.03(22)

Lippo Limited (“LL”) – – 428,488,928(11) 49.03(22) 428,488,928 49.03(22)

Lippo Capital Limited (“LCL”) – – 428,488,928(12) 49.03(22) 428,488,928 49.03(22)

Lanius Limited (“Lanius”) – – 428,488,928(13) 49.03(22) 428,488,928 49.03(22)

Admiralty Station Management Limited (“Admiralty”) – – 422,018,928(14) 48.29(22) 422,018,928 48.29(22)

ASM Asia Recovery (Master) Fund (“AARMF”) – – 422,018,928(15) 48.29(22) 422,018,928 48.29(22)

ASM Asia Recovery Fund (“AARF”) – – 422,018,928(16) 48.29(22) 422,018,928 48.29(22)

Argyle Street Management Limited (“ASML”) – – 422,018,928(17) 48.29(22) 422,018,928 48.29(22)

Argyle Street Management Holdings Limited (“ASMHL”) – – 422,018,928(18) 48.29(22) 422,018,928 48.29(22)

Kin Chan (“KC”) – – 422,018,928(19) 48.29(22) 422,018,928 48.29(22)

48 Name of DirectInterest DeemedInterest Substantial No. of No. of Total No. of Unitholder Units held % Units held % Units held %

V-Nee Yeh (“VY”) – – 422,018,928(20) 48.29(22) 422,018,928 48.29(22)

Tang Yigang @ TangGordon 169,980,000 19.45(22) – – 169,980,000 19.45(22)

Chen Huaidan @ CelineTang 69,200,000(21) 7.92(22) – – 69,200,000 7.92(22)

Notes:

(1) OUE Limited is the holding company of the Manager and CDPL, and has a deemed interest in the Units held by the Manager and CDPL.

(2) OUER is the immediate holding company of OUE Limited and has a deemed interest in the Units in which OUE Limited has a deemed interest. (3) GCALhas a deemed interest in the Units through the deemed interests of its wholly-owned subsidiary, OUER.

(4) FCL has a deemed interest in the Units through the deemed interests of its wholly-owned subsidiary, GCAL.

(5) LAAPLis deemed to have an interest in the Units in which its subsidiary, FCL, has a deemed interest.

(6) LAAPL is jointly held by Pacific Landmark and Admiralty. Accordingly, Pacific Landmark is deemed to have an interest in the Units in which LAAPL has a deemed interest.

(7) HKC Property is the immediate holding company of Pacific Landmark. Accordingly, HKC Property is deemed to have an interest in the Units in which Pacific Landmark has a deemed interest.

(8) HCL is an intermediate holding company of Pacific Landmark. Accordingly, HCL is deemed to have an interest in the Units in which Pacific Landmark has a deemed interest, as well as a deemed interest in 6,470,000 Units held by Wonder Plan Holdings Limited, a wholly-owned subsidiary of HCL.

(9) HHL is an intermediate holding company of Pacific Landmark. Accordingly, HHL is deemed to have an interest in the Units in which Pacific Landmark has a deemed interest, as well as a deemed interest in 6,470,000 Units in which HCL has a deemed interest.

(10) PSL is an intermediate holding company of Pacific Landmark. Accordingly, PSL is deemed to have an interest in the Units in which Pacific Landmark has a deemed interest, as well as a deemed interest in 6,470,000 Units in which HCL has a deemed interest. (11) LL is an intermediate holding company of Pacific Landmark. Accordingly, LL is deemed to have an interest in the Units in which Pacific Landmark has a deemed interest, as well as a deemed interest in 6,470,000 Units in which HCL has a deemed interest. (12) LCL is a holding company of Pacific Landmark. Accordingly, LCL is deemed to have an interest in the Units in which Pacific Landmark has a deemed interest, as well as a deemed interest in 6,470,000 Units in which HCL has a deemed interest.

(13) Lanius is the holder of the entire issued shares capital of LCL, which in turn is a holding company of Pacific Landmark. Accordingly, Lanius is deemed to have an interest in the Units in which Pacific Landmark has a deemed interest, as well as a deemed interest in 6,470,000 Units in which HCL has a deemed interest. Lanius is the trustee of a discretionary trust the beneficiaries of which include Stephen Riady and other members of his family.

(14) LAAPL is jointly held by Pacific Landmark and Admiralty. Accordingly, Admiralty is deemed to have an interest in the Units in which LAAPL has a deemed interest. (15) AARMF is a majority shareholder of Admiralty. Accordingly, AARMF is deemed to have an interest in the Units in which Admiralty has a deemed interest.

(16) AARF is a majority shareholder of AARMF. Accordingly, AARF is deemed to have an interest in the Units in which AARMF has a deemed interest.

(17) ASML manages AARF. Accordingly, ASML is deemed to have an interest in the Units in which AARF has a deemed interest.

(18) ASMHL is the immediate holding company of ASML. Accordingly, ASMHL is deemed to have an interest in the Units in which ASML has a deemed interest. (19) KC is the beneficial holder of more than 20% of the issued share capital of ASMHL. Accordingly, KC is deemed to have an interest in the Units in which ASMHL has a deemed interest.

49 (20) VY is the beneficial holder of more than 20% of the issued share capital of ASMHL. Accordingly, VY is deemed to have an interest in the Units in which ASMHL has a deemed interest.

(21) Chen Huaidan @ Celine Tang holds 69,200,000 Units in a joint account with Tang Yigang @ Tang Gordon.

(22) The Unitholding percentage is calculated based on 874,012,928 issued Units as at the Latest Practicable Date.

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

6.2.6 Directors’ Service Contracts

No person is proposed to be appointed as a director of the Manager in connection with the proposed Acquisition and the proposed CPPU Issue or any other transactions contemplated in relation to the proposed Acquisition and the proposed CPPU Issue.

7. RECOMMENDATIONS

7.1 On Resolution 1: The Proposed Acquisition and the Proposed CPPU Issue

Based on the opinion of the IFA (as set out in the IFA Letter in Appendix E of this Circular) and the rationale for the proposed Transactions as set out in paragraph 4 above, the Independent Directors and the Audit and Risk Committee believe that the proposed Acquisition and the proposed CPPU Issue are based on normal commercial terms and would not be prejudicial to the interests of OUE C-REIT or its Unitholders.

Accordingly, the Independent Directors recommend that the Unitholders vote at the EGM in favour of Resolution 1 relating to the proposed Acquisition and the proposed CPPU Issue.

7.2 On Resolution 2: The Proposed Trust Deed Supplement for the Issue of Preferred Units

Having considered the rationale for the proposed Trust Deed Supplement as set out in paragraph 3 above, the Directors believe that the proposed Trust Deed Supplement would be beneficial to, and is in the interests of, OUE C-REIT and its Unitholders.

Accordingly, the Directors recommend that the Unitholders vote at the EGM in favour of Resolution 2 relating to the proposed Trust Deed Supplement.

8. EXTRAORDINARY GENERAL MEETING

The EGM will be held on Monday, 27 July 2015 at Marina Mandarin Singapore, Marina Mandarin Ballroom, Level 1, 6 Raffles Boulevard, Singapore 039594 for the purpose of considering and, if thought fit, passing (with or without modification), the resolutions set out in the Notice of EGM which is set out on I-1 of this Circular. The purpose of this Circular is to provide Unitholders with relevant information about the resolutions.

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 certified by CDP as at 48 hours before the time fixed for the EGM.

50 9. ABSTENTIONS FROM VOTING

Rule 919 of the Listing Manual prohibits interested persons and their associates from voting on a resolution in relation to a matter in respect of which such persons are interested in at the EGM.

Given that (i) the SPA will be entered into with the Sponsor and (ii) the CPPUs will be issued to the Sponsor as partial consideration of the Purchase Consideration, the Sponsor will abstain, and will ensure that its subsidiaries and associates (as defined in the Listing Manual) (including the Manager), will abstain from voting on Resolution 1 at the EGM. For the purposes of good corporate governance, Mr Christopher James Williams (being a director of the Sponsor) will abstain from voting at the EGM on Resolution 1.

10. ACTIONS TO BE TAKEN BY UNITHOLDERS

Unitholders will find enclosed in this Circular the Notice of Extraordinary General Meeting 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 Unit Registrar and Unit Transfer Office, Boardroom Corporate & Advisory Services Pte. Ltd., 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623, not later than Saturday, 25 July 2015 at 2.00 p.m., being 48 hours before the time fixed for the EGM. The completion and return of the Proxy Form by a Unitholder will not prevent him from attending and voting in person if he so wishes.

Persons who have an interest in the approval of the resolutions (such as the Sponsor and its subsidiaries and associates (including the Manager)) must decline to accept appointment as proxies unless the Unitholder concerned has specific instructions in his Proxy Form as to the manner in which his votes are to be cast in respect of the resolutions.

11. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors collectively and individually accept full responsibility for the accuracy of the information given in this Circular and confirm 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 proposed Acquisition, the proposed CPPU Issue, the Rights Issue, the proposed Trust Deed Supplement, OUE C-REIT and its subsidiaries, and the Directors are not aware of any facts the omission of which would make any statement in this Circular misleading. The Directors are satisfied that the Profit Forecast has been stated after due and careful enquiry. Where information in this 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 this Circular in its proper form and context.

51 12. JOINT FINANCIAL ADVISERS’ RESPONSIBILITY STATEMENT

To the best of the Joint Financial Advisers’ knowledge and belief, the information in relation to the Rights Issue and proposed CPPU Issue contained in this Circular constitutes full and true disclosure of all material facts about the Rights Issue and the proposed CPPU Issue, OUE C-REIT and its subsidiaries in relation to the Rights Issue and the proposed CPPU Issue, and the Joint Financial Advisers are not aware of any facts the omission of which would make any statement about the Rights Issue and the proposed CPPU Issue in this Circular misleading. The Joint Financial Advisers are satisfied that the Profit Forecast has been stated by the Directors after due and careful enquiry.

13. CONSENTS

Each of the Joint Financial Advisers, the IFA, the Independent Accountants, the Independent Valuers and the Independent Market Research Consultant has given and not withdrawn its written consent to the issue of this Circular with the inclusion of its name and, respectively, the IFA Letter, the Independent Accountants’ Report on the Profit Forecast, the Valuation Certificates and the Independent Market Research Report, and all references thereto, in the form and context in which they appear in this Circular.

14. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection1 during normal business hours at the registered office of the Manager located at 50 Collyer Quay #04-08, OUE Bayfront, Singapore 049321 from the date of this Circular up to and including the date falling three months after the date of this Circular:

(a) the SPA;

(b) the IFA Letter;

(c) the full valuation report issued by Savills in respect of the OUBC Interest;

(d) the full valuation report issued by Cushman & Wakefield in respect of the OUBC Interest;

(e) the Independent Market Research Report;

(f) the Independent Accountants’ Report on the Profit Forecast;

(g) the FY 2014 Audited Financial Statements; and

(h) the letters of consent from each of the Joint Financial Advisers, the IFA, the Independent Accountants, the Independent Valuers and the Independent Market Research Consultant.

The Trust Deed will be available for inspection at the registered office of the Manager for so long as OUE C-REIT is in existence.

1 Prior appointment will be appreciated.

52 The specific terms and conditions of the CPPUs will be available for inspection at the registered office of the Manager for so long as the CPPUs are in issue.

In addition to the specific terms and conditions of the CPPUs, the general terms and conditions of the Preferred Units that may be issued by the Manager from time to time will also be available for inspection at the registered office of the Manager for so long as such Preferred Units are in issue.

Yours faithfully for and on behalf of the Board of Directors of OUE Commercial REIT Management Pte. Ltd. (as manager of OUE Commercial Real Estate Investment Trust)

Tan Shu Lin Chief Executive Officer and Executive Director

1 July 2015

53 IMPORTANT NOTICE

The value of Units and the income derived from them may fall as well as rise. Units are not obligations of, deposits in, or guaranteed by, the Manager or any of its affiliates. An investment in Units is subject to investment risks, including the possible loss of the principal amount invested. Investors have no right to request the Manager to redeem their Units while the Units are listed. It is intended that Unitholders may only deal in their Units through trading on the SGX-ST. Listing of the Units on the SGX-ST does not guarantee a liquid market for the Units. The past performance of OUE C-REIT is not necessarily indicative of the future performance of OUE C-REIT. This Circular may contain forward-looking statements that involve risks and uncertainties. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements as a result of a number of risks, uncertainties and assumptions. Representative examples of these factors include (without limitation) general industry and economic conditions, interest rate trends, cost of capital and capital availability, competition from similar developments, shifts in expected levels of property rental income, changes in operating expenses (including employee wages, benefits and training costs), property expenses and governmental and public policy changes. You are cautioned not to place undue reliance on these forward-looking statements, which are based on the Manager’s current view of future events. If you have sold or transferred all your Units, you should immediately forward this Circular, together with the Notice of Extraordinary General Meeting and the accompanying Proxy Form, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.

54 GLOSSARY

In the Circular, the following definitions apply throughout unless the context otherwise requires:

“Acquisition” : The proposed acquisition by OUE C-REIT of an indirect interest in the Property from the Sponsor though the acquisition of the entire issued share capital of BPHPL

“Acquisition Fee” : TheacquisitionfeeofapproximatelyS$9.6milliontoS$10.7 million payable to the Manager pursuant to the Trust Deed for the Proposed Acquisition

“Acquisition Fee Units” : The Units to be issued to the Manager as payment for the Acquisition Fee

“Audit and Risk : The audit and risk committee of the Manager Committee”

“AUM” : Assets-under-management

“Board” : TheboardofdirectorsoftheManagerasatthedateofthis Circular

“Books Closure Date” : The time and date at and on which the transfer books and register of Unitholders will be closed to determine the provisional allotments of Rights Units to Eligible Unitholders under the Rights Issue

“BPHPL” : BeaconPropertyHoldingsPte.Ltd.

“BPHPL Group” : BPHPL and its shareholding in OUBC as at the date of completion of the proposed Acquisition

“CBD” : Centralbusinessdistrict

“CDP” : TheCentralDepository(Pte)Limited

“CDPL” : CliffordDevelopmentPte.Ltd.

“Circular” : ThiscirculartoUnitholdersdated1July2015

“Closing Price” : TheclosingpriceofS$0.810perUnitonthelasttradingday of the Units prior to the announcement of the Rights Issue

“Companies Act” : TheCompaniesAct,Chapter50ofSingapore,asamendedor modified from time to time

“Conversion Price” : ThepriceatwhichUnitswillbeissueduponconversionofthe CPPUs, as adjusted from time to time

“Conversion Right” : TherightofaCPPUHoldertoconvertanyCPPUintoUnit(s)

55 “Conversion Units” : The new Units issued pursuant to the conversion of the CPPUs

“CPF” : CentralProvidentFund

“CPFIS” : CPFInvestmentScheme

“CPFIS-OA” : CPFISOrdinaryAccount

“CPPUs” : Convertibleperpetualpreferredunits

“CPPU Distribution” : The preferential distribution which may be declared by the Manager in respect of the CPPUs

“CPPU Distribution : Such date or dates, identical to the Distribution Calculation Calculation Date” Dates in respect of the Units, on which the CPPU Distribution (excluding Special CPPU Distribution) in respect of any CPPU Distribution Period shall be calculated, if the Manager elects at its sole discretion to declare such CPPU Distribution

“CPPU Distribution Date” : A Business Day, which is no later than 90 calendar days (or such other period as may be determined by the Manager) after the CPPU Distribution Calculation Date in respect of the relevant Preferred Distribution Period

“CPPU Distribution : (i) For the first CPPU Distribution Period, the period from, and Period” including, the date of issue of the CPPUs to, and including, 31 December 2015; and (ii) in all other cases, such periods, identical to the Distribution Periods (as defined in the Trust Deed) in respect of the Units, for which the CPPU Distribution shall accrue

“CPPU Holder” : TheholderofCPPUs

“CPPU Issue” : TheissueofuptoS$550.0millionCPPUstotheSponsor(or its nominees) as part satisfaction of the Purchase Consideration

“CPPU Terms” : HasthemeaningascribedtoitinAppendixB

“Cushman & Wakefield” : Cushman&WakefieldVHSPte.Ltd.

“Deposited Property” : All assets of OUE C-REIT, including all its Authorised Investments (as defined in the Trust Deed) for the time being held or deemed to be held upon the trusts of the Trust Deed

“Directors” : ThedirectorsoftheManagerasatthedateofthisCircular

“Distribution Amount” : The Preferred Distribution of an amount equivalent to 1.0% per annum of the issue price of the CPPU

“Divested Shares” : SharesinOUBCtobedivested

56 “DPU” : DistributionsperUnit

“EGM” : TheextraordinarygeneralmeetingofOUEC-REIT,noticeof which is given on pages I-1 and I-2 of this Circular

“Excess Rights Units” : The excess Rights Units available during the offer period of the Rights Issue

“Existing Portfolio” : OUEBayfrontandLippoPlaza

“Extraordinary : Aresolution proposed and passed as such by a majority being Resolution” greater than 75.0% 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

“Forecast Period” : Theperiodfrom1October2015to31December2015

“FY 2014” : Thefinancialperiodfrom27January2014to31December 2014

“FY 2014 Audited : OUE C-REIT’s latest audited financial statements for FY 2014 Financial Statements”

“Framework Agreement” : The agreement entered into between the Sponsor, BPHPL and KIO in relation to KIO’s divestment of its 33.33% interest in OUBC

“GFA” : Grossfloorarea

“IFA” or “Independent : Deloitte & Touche Corporate Finance Pte Ltd Financial Adviser”

“IFA Letter” : TheletterfromtheIFAtotheIndependentDirectors,theAudit and Risk Committee and the Trustee

“Independent Valuers” : SavillsandCushman&Wakefield

“Independent Market : DTZ Debenham Tie Leung (SEA) Pte Ltd Research Consultant”

“Independent Market : The independent market research report dated 24 April 2015 Research Report” by DTZ Debenham Tie Leung (SEA) Pte Ltd

“Independent Directors” : Mr. Ng Lak Chuan, Mr. Loh Lian Huat and Mr. Carl Gabriel Florian Stubbe

“Ineligible Unitholders” : Unitholders other than the Eligible Unitholders to whom no provisional allotment of Rights Units will be made

“Irrevocable Undertaking” : The undertaking provided by the Sponsor to the Manager and the Joint Lead Managers and Underwriters in relation to the Rights Issue

57 “Joint Financial Advisers” : Citigroup Global Markets Singapore Pte. Ltd. and Bank Singapore Branch

“Joint Lead Managers and : Citigroup Global Markets Singapore Pte. Ltd. and DBS Bank Underwriters” Ltd.

“KIO” : TheKuwaitInvestmentOffice

“Latest Practicable Date” : ThelatestpracticabledatepriortotheprintingofthisCircular, being 26 June 2015

“Lippo Plaza” : A 36-storey Grade-A commercial building located at 222 Huaihai Zhong Road in the commercial district of Huangpu in central Shanghai, the PRC, which used for office and retail purposes and comprises a three-storey retail podium and basement car park lots, where OUE C-REIT has a 91.2% strata ownership

“Listing Date” : ThedateoflistingofOUEC-REITontheMainBoardofthe SGX-ST

“Listing Manual” : TheListingManualoftheSGX-ST,asmaybeamendedor modified from time to time

“Manager” : OUECommercialREITManagementPte.Ltd.,initscapacity as manager of OUE C-REIT

“MAS” : MonetaryAuthorityofSingapore

“Market Day” : AdayonwhichtheSGX-STisopenforsecuritiestrading

“MNCs” : Multi-nationalcorporations

“MRT” : MassRapidTransit

“NAV” : Netassetvalue

“NLA” : Netlettablearea

“NTA” : Nettangibleassets

“Offer Information : The offer information statement in connection with the Rights Statement” Issue to be lodged with the MAS and issued to Eligible Unitholders

“Ordinary Resolution” : Aresolutionproposedandpassedassuchbyamajoritybeing greater 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

“OUBC” : OUBCentreLimited

58 “OUBC Interest” : OUBC’s81.54%beneficialinterestintheProperty

“OUE Bayfront” : OUEBayfrontanditsancillaryproperties,comprising(i)OUE Bayfront, an 18-storey premium office building with rooftop restaurant premises located at 50 Collyer Quay, (ii) OUE Tower, a conserved tower building located at 60 Collyer Quay with panoramic views of the Marina Bay landscape which is currently occupied by a fine dining restaurant, and (iii) OUE Link, an overhead pedestrian link bridge with retail units located at 62 Collyer Quay

“OUEC-REIT” : OUECommercialRealEstateInvestmentTrust

“OUE C-REIT Group” : OUEC-REITanditssubsidiaries

“psf” : Persquarefoot

“PRC” : ThePeople’sRepublicofChina

“Preferred Units” : PreferredunitsinOUEC-REIT

“Preferred Unitholder” : The registered holder for the time being of a Preferred Unit, including persons so registered as joint holders, except where the registered holder is CDP, the term “Preferred Unitholder” shall, in relation to Preferred Units registered in the name of CDP mean, where the context requires, the Depositor (as defined herein) whose securities account with CDP is credited with Preferred Units

“Profit Forecast” : OUEC-REITGroup’sForecastStatementofTotalReturnand Distribution Statements for the Forecast Period (1 October 2015 to 31 December 2015)

“Property” : OneRafflesPlace

“Property Funds : Appendix 6 to the Code on Collective Investment Schemes Appendix”

“Purchase Consideration” : The consideration payable by the Trustee for the proposed Acquisition

“Redemption Notice” : The notice issued by the Manager to a CPPU Holder to redeem all (or part) of the CPPUs held by the CPPU Holder

“Redemption Right” : TherightoftheManagertoredeemanyCPPU

“REIT” : Realestateinvestmenttrust

“Related Parties” : An“interestedperson”asdefinedintheListingManualand/or (as the case may be) an “interested party” as defined in the Property Funds Appendix

59 “Restriction Period” : Theperiodoffouryearscommencingfromthedateofissueof the CPPUs

“Rights Entitlement” : The“nil-paid”provisionalallotmentofRightsUnitstoEligible Unitholders under the Rights Issue

“Rights Issue” : TherenounceablerightsissuewheretheRightsUnitswould be offered to Eligible Unitholders to raise gross proceeds of approximately S$218.3 million

“Rights Issue Price” : TheissuepriceofS$0.555perRightsUnit

“Rights Ratio” : Theissueof9RightsUnitsforevery20existingUnits

“Rights Units” : 393,305,817newUnitstobeissuedpursuanttotheRights Issue

“Savills” : SavillsValuationandProfessionalServices(S)PteLtd

“Securities Account” : Securities account maintained by a Depositor with the CDP but not including a securities sub-account

“Securities Act” : TheUnitedStatesSecuritiesActof1933,asamended

“SGX-ST” : SingaporeExchangeSecuritiesTradingLimited

“SPA” : Thesaleandpurchaseagreemententeredintobetweenthe Sponsor and the Trustee on 10 June 2015 for the acquisition of the entire issued share capital of BPHPL

“Sponsor” : OUELimited

“Subscribing Entities” : CDPLandtheManager

“Substantial Unitholder” : A person with an interest in Units constituting not less than 5.0% of all Units in issue

“sq ft” : Squarefeet

“sq m” : Squaremetres

“SRS” : SupplementaryRetirementScheme

“TERP” : Theoreticalex-rightsprice

“Total Acquisition Cost” : The estimated total costs in connection with the proposed Acquisition which ranges from approximately S$1,061.2 million to S$1,178.3 million (depending on the shareholding interest in OUBC acquired by BPHPL)

“Transactions” : TheproposedAcquisition,theproposedCPPUIssueandthe Rights Issue

60 “Trust Deed” : The trust deed constituting OUE C-REITdated 10 October 2013, as amended and restated by a first amending and restating deed dated 9 January 2014 and supplemented by a first supplemental deed dated 26 January 2015

“Trust Deed Supplement” : The second supplemental deed to be entered into by the Trustee and Manager to amend and vary the Trust Deed

“Trustee” : DBSTrusteeLimited,initscapacityastrusteeofOUEC-REIT

“Underwriting Agreement” : The underwriting agreement entered into between the Manager and the Joint Lead Managers and Underwriters on 29 June 2015

“Underwriting : The 2.25% commission which the Joint Lead Managers and Commission” Underwriters will be entitled to under the Underwriting Agreement

“Unit” : AunitrepresentinganundividedinterestinOUEC-REIT

“Unitholders” : UnitholdersofOUEC-REIT

“U.S.” : UnitedStates

“per cent.” or “%” : Percentumorpercentage

“S$” or “SGD” : Singaporedollars,beingthelawfulcurrencyoftheRepublic of Singapore

“VWAP” : Volumeweightedaverageprice

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

The terms “subsidiary” and “substantial shareholder” shall have the meanings ascribed to them in Sections 5 and 81 of the Companies Act respectively.

Words importing the singular shall, where applicable, include the plural and vice versa. Words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons, where applicable, shall include corporations.

The headings in this Circular are inserted for convenience only and shall be ignored in construing this Circular.

Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defined under the Companies Act or any statutory modification thereof and not otherwise defined in the Circular shall have the same meaning assigned to it under the Companies Act or any statutory modification thereof, as the case may be.

Any reference to a time of day in this Circular is made by reference to Singapore time unless otherwise stated. Any discrepancies in the tables in this Circular between the listed amounts and the totals thereof are due to rounding.

61 This page has been intentionally left blank. APPENDIXA

THEPROPOSEDTRUSTDEEDSUPPLEMENT

The table below sets out the proposed form of the amendments to the main text of the Trust Deed in accordance with the following deletions indicated by the deleted text and additions indicated by the underlined text upon Unitholders’ approval of the resolution relating to the proposed Trust Deed Supplement (Resolution 2). The table below also sets out the rationale for these amendments.

No. ExistingClauses ProposedNewClauses Rationale

1 Not applicable. Clause 1.1 − Definitions Power to issue Preferred Units

“General Preferred Unit Terms” means the This amendment is intended to provide for the general terms and conditions governing the issue of Preferred Units. offer and issue of the Preferred Units from time to time, as contained in Schedule 2 to this

A-1 Deed;

2 Clause 1.1 – Definitions Clause 1.1 – Definitions Power to issue Preferred Units

“Listed” in relation to the Trust, means being “Listed” in relation to the Trust, means being This amendment is intended to clarify what admitted to the Official List of the SGX-ST admitted to the Official List of the SGX-ST “Listed” means in the context of Securities and/or any other Recognised Stock and/or any other Recognised Stock other than Units, such as Preferred Units. Exchange(s), and in relation to the Units, Exchange(s), and in relation to the Units or means not having been suspended from such other Securities (if applicable), means not “Securities” is defined in Clause 1.1 of the listing, quotation or trading for 60 consecutive having been suspended from such listing, Trust Deed to mean “any share, stock, bond, calendar days or more or not having been quotation or trading for 60 consecutive debenture, warrant, transferable subscription de-listed, and the term “Listing” shall be calendar days or more or not having been right, option, loan convertible into equity construed accordingly; de-listed, and the term “Listing” shall be securities, any convertible securities construed accordingly; (including, without limitation, convertible bonds), units in business trusts, units in collective investment schemes, units in unit trusts or any other interests in mutual funds or any other security”. No. ExistingClauses ProposedNewClauses Rationale

3 Clause 1.1 – Definitions Clause 1.1 – Definitions Standardise the Use of Terms for the Issue of Preferred Units “Preference Holders” means the holders of “Preference Holders” means the holders of preference Units; preference Units; This amendment is to standardise the terms to be used for the issue of the Preferred Units.

4 Not applicable. Clause 1.1 – Definitions Power to make Distributions to Holders of Preferred Units “Preferred Distribution” means the preferential distribution which may be This amendment is intended to provide for declared by the Manager in its sole discretion distributions to holders of Preferred Units. and paid in respect of the relevant class of Preferred Units;

5 Not applicable. Clause 1.1 − Definitions Power to Issue Preferred Units A-2

“Preferred Unit” means one preferred unit in This amendment is intended to provide for the the Trust of any class of Preferred Units issued issue of Preferred Units. from time to time in accordance with the Preferred Unit Terms attached to the relevant class of Preferred Units;

6 Not applicable. Clause 1.1 − Definitions Power to List Preferred Units

“Preferred Unit Depositor” means: This amendment is intended to provide for the issue of Preferred Units in the event that they (a) a direct account holder with the are to be deposited. Depository; or

(b) a DepositoryAgent, but for the avoidance of doubt, does not include a Sub-Account Holder, No. ExistingClauses ProposedNewClauses Rationale

whose name is entered in the Preferred Unit Depository Register in respect of the Preferred Units held by him;

7 Not applicable. Clause 1.1 − Definitions Power to Issue Preferred Units

“Preferred Unitholder” means, in relation to This amendment is intended to provide for the any class of Preferred Units which are issue of Preferred Units. Unlisted, a registered holder for the time being of that class of Preferred Units including persons so registered as Preferred Unit Joint Holders, and in relation to Preferred Units which are Listed on the SGX-ST, means the Depository, and the term “Preferred

A-3 Unitholder” shall, in relation to any class of Preferred Units which are Listed and registered in the name of the Depository, mean, where the context requires (including without limitation, the redemption or conversion of that class of Preferred Units, where applicable), a Preferred Unit Depositor provided that for the purposes of meetings of Preferred Unitholders, such Preferred Unitholder shall mean a Preferred Unit Depositor as shown in the records of the Depository 48 hours prior to the time of a meeting of Preferred Unitholders, supplied by the Depository to the Manager; No. ExistingClauses ProposedNewClauses Rationale

8 Not applicable. Clause 1.1 − Definitions Power to Issue Preferred Units

“Preferred Unit Terms” comprise the General This amendment is intended to provide for the Preferred Unit Terms and Specific Preferred issue of Preferred Units. Unit Terms;

9 Not applicable. Clause 1.1 − Definitions Power to issue Preferred Units

“Specific Preferred Unit Terms”, in relation This amendment is intended to provide for the to a class of Preferred Units, means any issue of different classes of Preferred Units. specific terms and conditions governing the offer and issue of such class of Preferred Units, as may be determined by the Manager at its sole discretion pursuant to the General Preferred Unit Terms; A-4

10 Clause 1.1 − Definitions Clause 1.1 − Definitions Power to Issue Preferred Units

“Tax Ruling” means any tax ruling issued or to “Tax Ruling” means any tax ruling issued or to This amendment is intended to provide for the be issued by the IRAS and/or Ministry of be issued by the IRAS and/or Ministry of issue of Preferred Units. Finance of Singapore on the taxation of the Finance of Singapore on the taxation of the Trust and the Holders, as the same may be Trust and the Holders and/or the holders of modified, amended, supplemented, revised or other Securities (if applicable), as the same replaced from time to time; may be modified, amended, supplemented, revised or replaced from time to time;

11 Clause 1.1 − Definitions Clause 1.1 − Definitions Issue of Preferred Units

“Unit” means one undivided share in the Trust. “Unit” means one undivided share in the Trust. This amendment is to standardise the use of Where the context so requires, the definition Where the context so requires, the definition the terms for the issue of the Preferred Units. includes a Unit of a Class or a preference Unit; includes a Unit of a Class or a Preferredpreference Unit; No. ExistingClauses ProposedNewClauses Rationale

12 Clause 1.1 − Definitions Clause 1.1 − Definitions Power to Issue Preferred Units

“Unlisted” in relation to the Trust, means, as “Unlisted” in relation to the Trust, means, as This amendment is intended to provide what applicable in the relevant context, not being applicable in the relevant context, not being “Unlisted” means in the context of Securities included on, or having been delisted from, the included on, or having been delisted from, the other than Units, such as Preferred Units. Official List of the SGX-ST or (as the case may Official List of the SGX-ST or (as the case may be) any other Recognised Stock Exchange, be) any other Recognised Stock Exchange, and in relation to the Units, means having and in relation to the Units or other Securities been suspended for 60 consecutive calendar (if applicable), means having been suspended days or more from being listed, quoted or for 60 consecutive calendar days or more from traded on the Official List of the SGX-ST or (as being listed, quoted or traded on the Official the case may be) any other Recognised Stock List of the SGX-ST or (as the case may be) Exchange; any other Recognised Stock Exchange;

13 Clause 2.7.1 – Variation of Rights Clause 2.7.1 Standardise the Use of Terms for the Issue A-5 of Preferred Units Whenever the Units of the Trust are divided Whenever the Units of the Trust are divided into different Classes, subject to the into different Classes, subject to the This amendment is to standardise the terms to provisions of the Relevant Laws, Regulations provisions of the Relevant Laws, Regulations be used for the issue of the Preferred Units. and Guidelines, preference Units, other than and Guidelines, Preferredpreference Units, redeemable preference Units, may be repaid other than redeemable Preferredpreference and the special rights attached to any Class Units, may be repaid and the special rights may be varied or abrogated either with the attached to any Class may be varied or consent in writing of the holders of three abrogated either with the consent in writing of quarters of the issued Units of the Class or the holders of three quarters of the issued with the sanction of an Extraordinary Units of the Class or with the sanction of an Resolution at a separate meeting of holders of Extraordinary Resolution at a separate the Units of the Class (but not otherwise) and meeting of holders of the Units of the Class may be so repaid, varied or abrogated either (but not otherwise) and may be so repaid, whilst the Trust is a going concern or during or varied or abrogated either whilst the Trust is a in contemplation of a winding up. To every going concern or during or in contemplation of such meeting of Holders, all the provisions of a winding up. To every such meeting of No. ExistingClauses ProposedNewClauses Rationale

this Deed relating to meetings of Holders Holders, all the provisions of this Deed relating (including, but not limited to the provisions of to meetings of Holders (including, but not Schedule 1) shall mutatis mutandis apply, limited to the provisions of Schedule 1) shall except that the necessary quorum shall be two mutatis mutandis apply, except that the persons at least holding or representing by necessary quorum shall be two persons at proxy at least one third of the issued Units of least holding or representing by proxy at least the Class and that any holder of Units of the one third of the issued Units of the Class and Class present in person or by proxy may that any holder of Units of the Class present in demand a poll and that every such holder shall person or by proxy may demand a poll and that on a poll have one vote for every Unit of the every such holder shall on a poll have one Class held by him, PROVIDED ALWAYS that vote for every Unit of the Class held by him, where the necessary majority for such an PROVIDED ALWAYS that where the Extraordinary Resolution is not obtained at necessary majority for such an Extraordinary such meeting of Holders, consent in writing if Resolution is not obtained at such meeting of

A-6 obtained from the holders of three quarters of Holders, consent in writing if obtained from the the issued Units of the Class concerned within holders of three quarters of the issued Units of two months of such meeting of Holders shall the Class concerned within two months of be as valid and effectual as an Extraordinary such meeting of Holders shall be as valid and Resolution at such meeting of Holders. This effectual as an Extraordinary Resolution at Clause 2.7 shall apply to the variation or such meeting of Holders. This Clause 2.7 shall abrogation of the special rights attached to apply to the variation or abrogation of the some only of the Units of any Class as if each special rights attached to some only of the group of Units of the Class differently treated Units of any Class as if each group of Units of formed a separate Class the special rights the Class differently treated formed a separate whereof are to be varied. Class the special rights whereof are to be varied.

14 Heading of Clause 5 of the Deed Heading of Clause 5 of the Deed Power to issue Preferred Units

Issue of Units Issue of Units and Preferred Units This amendment is intended for the heading to better reflect the main text that follows. No. ExistingClauses ProposedNewClauses Rationale

15 Clause 5.1.1 – Right to Issue Units Clause 5.1.1 – Right to Issue Units and Power to issue Preferred Units Preferred Units Subject to the provisions of this Deed and any This amendment is intended to deal with Relevant Laws, Regulations and Guidelines, Subject to the provisions of this Deed and any administrative matters concerning the issue of the Manager shall have the exclusive right to Relevant Laws, Regulations and Guidelines, Preferred Units. effect for the account of the Trust the issue of the Manager shall have the exclusive right to Units (whether on an initial issue of Units, a effect for the account of the Trust the issue of rights issue, an issue of new Units otherwise Units (whether on an initial issue of Units, a than by way of a rights issue or any issue rights issue, an issue of new Units otherwise pursuant to a reinvestment of distribution than by way of a rights issue or any issue arrangement or any issue of Units pursuant to pursuant to a reinvestment of distribution a conversion of any Securities) and any Units arrangement or any issue of Units pursuant to may be issued with such preferential, a conversion of any Securities) and any Units deferred, qualified or special rights, privileges may be issued with such preferential,

A-7 or conditions as the Manager may think fit deferred, qualified or special rights, privileges PROVIDED THAT, in connection with the initial or conditions as the Manager may think fit Listing of the Trust on the SGX-ST, the (including Preferred Units) PROVIDED THAT, Manager shall not be bound to accept an in connection with the initial Listing of the Trust application for Units so as to give rise to a on the SGX-ST, the Manager shall not be holding of fewer than 1,000 Units (or such bound to accept an application for Units and other number of Units as may be determined other Securities so as to give rise to a holding by the Manager) and for so long as the Trust is of fewer than 1,000 Units or Preferred Units Listed, the Manager shall comply with the (or such other number of Units or Preferred Listing Rules or, if applicable, the listing rules Units as may be determined by the Manager) of the relevant Recognised Stock Exchange or and for so long as the Trust is Listed, the any other Relevant Laws, Regulations and Manager shall comply with the Listing Rules Guidelines when issuing Units. No fractions of or, if applicable, the listing rules of the relevant a Unit shall be issued (whether on an initial Recognised Stock Exchange or any other issue of Units, a rights issue, an issue of new Relevant Laws, Regulations and Guidelines Units otherwise than by way of a rights issue, when issuing Units or Preferred Units. No any issue pursuant to a reinvestment of fractions of a Unit or Preferred Unit shall be distribution arrangement or any issue of Units issued (whether on an initial issue of Units, a No. ExistingClauses ProposedNewClauses Rationale

pursuant to a conversion of any Securities) rights issue, an issue of new Units otherwise and in issuing such number of Units as than by way of a rights issue, any issue corresponding to the relevant subscription pursuant to a reinvestment of distribution proceeds (if any), the Manager shall, in arrangement or any issue of Units pursuant to respect of each Holder’s entitlement to Units, a conversion of any Securities) and in issuing truncate but not round off to the nearest whole such number of Units or Preferred Units as Unit and any balance arising from such corresponding to the relevant subscription truncation shall be retained as part of the proceeds (if any), the Manager shall, in Deposited Property. Issues of Units shall only respect of each Holder’s entitlement to Units be made on a Business Day unless and to the or Preferred Units, truncate but not round off extent that the Manager, with the previous to the nearest whole Unit or Preferred Unit and consent of the Trustee, otherwise prescribes. any balance arising from such truncation shall Issues of Units for cash shall be made at a be retained as part of the Deposited Property. price hereinafter prescribed. Issues of Units or Preferred Units shall only be

A-8 made on a Business Day unless and to the extent that the Manager, with the previous consent of the Trustee, otherwise prescribes. Issues of Units or Preferred Units for cash shall be made at a price hereinafter prescribed.

16 Clause 5.1.2 – Issue of Classes of Units Clause 5.1.2 – Issue of Classes of Units and Issue of Classes of Preferred Units Other Securities The Manager may by deed supplemental This amendment is to clarify that the Manager hereto with the Trustee issue Classes of Units The Manager may by deed supplemental may issue different Classes of Preferred Units. under such terms and conditions as may be hereto with the Trustee issue Classes of Units contained therein. and other Securities under such terms and conditions as may be contained therein. No. ExistingClauses ProposedNewClauses Rationale

17 Clause 5.1.3 – Issue of Preference Units Clause 5.1.3 – Issue of Preferred Units Issue of Preferred Units

Preference Units may be issued subject to PreferredPreference Units may be issued This amendment is to standardise the use of such limitation thereof as may be prescribed subject to such limitation thereof as may be the terms for the issue of the Preferred Units by the SGX-ST or any Recognised Stock prescribed by the SGX-ST or any Recognised and to subject the general provision which Exchange upon which Units may be listed. The Stock Exchange upon which Units may be provides for the issue of Preferred Units to the total number of issued preference Units shall listed. The total number of issued Preferred Unit Terms. not exceed the total number of ordinary Units Preferredpreference Units shall not exceed issued at any time. Preference Holders shall the total number of ordinary Units issued at have the same rights as ordinary Holders as any time. Subject to the relevant Preferred regards receiving of notices, reports and Unit Terms attached to such classes of balance sheets and attending meetings of Preferred Units as may be in issue from time Holders, and Preference Holders shall also to time, Preferred UnitholdersPreference have the right to vote at any meeting convened Holders shall have the same rights as ordinary

A-9 for the purpose of reducing the capital or Holders as regards receiving of notices, winding up or sanctioning a sale of the reports and balance sheets and attending undertaking of the Trust or where the proposal meetings of Holders, and Preferred to be submitted to the meeting directly affects UnitholdersPreference Holders shall also their rights and privileges or when the have the right to vote at any meeting convened distribution on the preference Units is in arrear for the purpose of reducing the capital or for more than six months. winding up or sanctioning a sale of the undertaking of the Trust or where the proposal to be submitted to the meeting directly affects their rights and privileges or when the distribution on the Preferredpreference Units is in arrear for at least 12 monthsmore than six months. No. ExistingClauses ProposedNewClauses Rationale

18 Clause 5.1.4 – Issue of Further Preference Clause 5.1.4 – Issue of Further Preference Issue of Further Preference Capital Capital Capital This amendment is to standardise the use of The Manager has power to issue further The Manager has power to issue further the terms for the issue of preference capital. preference capital ranking equally with, or in preference capital ranking equally with, or in priority to, preference Units already issued. priority to, preferencePreferred Units already issued.

19 Clause 11.1 – Distribution of Income Clause 11.1 – Distribution of Income Distribution of Income

For so long as the Trust is Unlisted, subject to For so long as the Trust is Unlisted, subject to This amendment is to subject income the Relevant Rules, Laws, Regulations and the Relevant Rules, Laws, Regulations and distributions in relation to Units to the terms of Guidelines and this Clause 11, the Manager Guidelines and this Clause 11, the Manager Preferred Units that are in issue. may at its discretion declare distributions of may at its discretion declare distributions of

A-10 Income. Income.

For so long as the Trust is Listed, subject to For so long as the Trust is Listed, subject to this Clause 11 and the Relevant Laws, this Clause 11, the relevant Preferred Unit Regulations and Guidelines, the Manager Terms attached to such classes of Preferred shall make regular distributions of all (or such Units as may be in issue from time to time and lower percentage as determined by the the Relevant Laws, Regulations and Manager in its absolute discretion) of its Guidelines, the Manager shall make regular Distributable Income to Holders at quarterly, distributions of all (or such lower percentage half-yearly or yearly intervals or at such other as determined by the Manager in its absolute intervals as the Manager shall decide in its discretion) of its Distributable Income to absolute discretion. Holders at quarterly, half-yearly or yearly intervals or at such other intervals as the Manager shall decide in its absolute discretion. No. ExistingClauses ProposedNewClauses Rationale

20 Clause 11.4 – Frequency of Distribution of Clause 11.4 – Frequency of Distribution of Frequency of Distribution Income Income Income This amendment is to subject the frequency of For so long as the Trust is Unlisted, the For so long as the Trust is Unlisted, the income distributions in relation to Units to the Manager shall have the discretion to Manager shall have the discretion to terms of Preferred Units that are in issue. determine the frequency of each distribution of determine the frequency of each distribution of Income. Income.

For so long as the Trust is Listed, the Manager For so long as the Trust is Listed, subject to will endeavour to ensure that for each the relevant Preferred Unit Terms attached to Financial Year there is at least one distribution such classes of Preferred Units as may be in and the last distribution covers the period up issue from time to time, the Manager will to the last day of the Financial Year. For each endeavour to ensure that for each Financial Distribution Period the Manager will calculate, Year there is at least one distribution and the

A-11 and the Trustee will distribute, each Holder’s last distribution covers the period up to the last Distribution Entitlement, in accordance with day of the Financial Year. For each the provisions of this Clause 11. Distribution Period the Manager will calculate, and the Trustee will distribute, each Holder’s Distribution Entitlement, in accordance with the provisions of this Clause 11.

21 Clause 11.5.3 – Distribution Entitlement Clause 11.5.3 – Distribution Entitlement Distribution Entitlement

Each Holder’s Distribution Entitlement is to be Each Holder’s Distribution Entitlement is to be This amendment is to subject the distribution determined in accordance with the following determined in accordance with the following entitlement of Unitholders to the terms of formula: formula: Preferred Units that are in issue.

UH UH DE = DA X DE = (DA–PD) X UI UI

Where: Where:

“DE” is the Distribution Entitlement; “DE” is the Distribution Entitlement; No. ExistingClauses ProposedNewClauses Rationale

“DA” is the Distribution Amount; “DA” is the Distribution Amount;

“UH” is the number of Units held by the “UH” is the number of Units held by the Holder, at the close of business on the Holder, at the close of business on the Record Date for the relevant Record Date for the relevant Distribution Period adjusted to the Distribution Period adjusted to the extent he is entitled to participate in the extent he is entitled to participate in the Distribution Amount; and Distribution Amount; and

“UI” is the number of Units in issue in the “UI” is the number of Units in issue in the Trust at the close of business on the Trust at the close of business on the Record Date for the relevant Record Date for the relevant Distribution Period adjusted to the Distribution Period adjusted to the extent the Holder is entitled to extent the Holder is entitled to A-12 participate in the Distribution Amount. participate in the Distribution Amount.; and

“PD” is the aggregate amount of all Preferred Distributions payable or paid on all Preferred Units in issue for the relevant Distribution Period.

22 Clause 11.10.1 – Categories and Sources of Clause 11.10.1 – Categories and Sources of Power to Allocate Income to Preferred Income Income Unitholders

For any category or source of income the For any category or source of income the This amendment is to provide for the Manager may keep separate accounts and Manager may keep separate accounts and allocation of income to Preferred Unitholders. allocate the income from any category or allocate the income from any category or source to any Holder. source to any Holder, Preferred Unitholder or holder of other Securities (where applicable). No. ExistingClauses ProposedNewClauses Rationale

23 Clause 26.5 – Manner of Liquidation Clause 26.5 – Manner of Liquidation Manner of Liquidation

Upon the Trust being terminated the Trustee Subject to the relevant Preferred Unit Terms This amendment is to subject the manner of shall, subject to authorisations or directions (if attached to such classes of Preferred Units as liquidation of OUE C-REIT to the terms of the any) given to it by the Manager and/or the may be in issue from time to time, Uupon the Preferred Units that are in issue. Holders and pursuant to their powers Trust being terminated the Trustee shall, contained in Schedule 1, proceed as follows: subject to authorisations or directions (if any) given to it by the Manager and/or the Holders and pursuant to their powers contained in Schedule 1, proceed as follows:

26.5.1 the Trustee shall sell all Investments 26.5.1 the Trustee shall sell all Investments then remaining in its hands as part of then remaining in its hands as part of the Deposited Property and shall the Deposited Property and shall

A-13 repay any borrowing effected by the repay any borrowing effected by the Trust under Clause 10.12 (together Trust under Clause 10.12 (together with any interest accrued but with any interest accrued but remaining unpaid) for the time being remaining unpaid) for the time being outstanding and all other debts and outstanding and all other debts and Liabilities in respect of the Trust Liabilities in respect of the Trust before applying the balance to the before applying the balance to the Holders. All secured creditors will be Holders. All secured creditors will be repaid before unsecured creditors. repaid before unsecured creditors. Secured creditors will be repaid in the Secured creditors will be repaid in the order of priority of their respective order of priority of their respective rights of security. On a winding up, the rights of security. On a winding up, the Trustee may, where applicable, retain Trustee may, where applicable, retain from any distribution to be made to from any distribution to be made to Holders an amount equal to any Holders an amount equal to any contingent liability to the IRAS under contingent liability to the IRAS under any indemnity given to the IRAS. any indemnity given to the IRAS. Such sale by the Trustee shall be Such sale by the Trustee shall be No. ExistingClauses ProposedNewClauses Rationale

carried out and completed in such carried out and completed in such manner and within such period after manner and within such period after the termination of the Trust as soon as the termination of the Trust as soon as practicable. Any amount payable in practicable. Any amount payable in respect of fees, costs and expenses respect of fees, costs and expenses charged by the Depository under the charged by the Depository under the Depository Services Terms and Depository Services Terms and Conditions or under any indemnity Conditions or under any indemnity given to the Depository shall be given to the Depository shall be ranked together with unsecured ranked together with unsecured creditors and the Depository will rank creditors and the Depository will rank equally with all other unsecured equally with all other unsecured creditors in respect of any claim creditors in respect of any claim against the Trust under the indemnity against the Trust under the indemnity

A-14 given to the Depository. On a winding given to the Depository. On a winding up, the Trustee may retain from any up, the Trustee may retain from any distribution to be made to Holders an distribution to be made to Holders an amount equal to any contingent amount equal to any contingent liability to the Depository under such liability to the Depository under such indemnity or in respect of such fees, indemnity or in respect of such fees, costs and expenses due to the costs and expenses due to the Depository. Such sale by the Trustee Depository. Such sale by the Trustee shall be carried out and completed as shall be carried out and completed as soon as practicable; soon as practicable;

26.5.2 the Trustee shall from time to time 26.5.2 the Trustee shall from time to time distribute to the Holders and the distribute to the Holders and the Depository in respect of the Depository in respect of the Depositors in proportion to their Depositors in proportion to their respective interests in the Deposited respective interests in the Deposited Property all net Cash proceeds Property all net Cash proceeds derived from the realisation of the derived from the realisation of the No. ExistingClauses ProposedNewClauses Rationale

Deposited Property and available for Deposited Property and available for the purposes of such distribution the purposes of such distribution PROVIDED THAT the Trustee shall PROVIDED THAT the Trustee shall not be bound (except in the case of not be bound (except in the case of the final distribution) to distribute any the final distribution) to distribute any of the moneys for the time being in its of the moneys for the time being in its hands the amount of which is hands the amount of which is insufficient to pay S$1 in respect of insufficient to pay S$1 in respect of each undivided share in the each undivided share in the Deposited Property PROVIDED ALSO Deposited Property PROVIDED ALSO THAT the Trustee shall be entitled to THAT the Trustee shall be entitled to retain out of any moneys in its hands retain out of any moneys in its hands as part of the Deposited Property as part of the Deposited Property under the provisions of this Clause 26 under the provisions of this Clause 26

A-15 full provision for all fees, costs, full provision for all fees, costs, charges, expenses, claims and charges, expenses, claims and demands incurred, made or demands incurred, made or apprehended by the Trustee in apprehended by the Trustee in connection with or arising out of the connection with or arising out of the liquidation of this Trust and out of the liquidation of this Trust and out of the moneys so retained to be indemnified moneys so retained to be indemnified and saved harmless against any such and saved harmless against any such costs, charges, expenses, claims and costs, charges, expenses, claims and demands. Every such distribution demands. Every such distribution shall be made to the Holders and the shall be made to the Holders and the Depository (in respect of the Depository (in respect of the Depositors) in accordance with the Depositors) in accordance with the provisions of Clause 12.1. Any provisions of Clause 12.1. Any unclaimed proceeds or other Cash unclaimed proceeds or other Cash held by the Trustee under the held by the Trustee under the provisions of this Clause 26 may at provisions of this Clause 26 may at the expiration of 12 months from the the expiration of 12 months from the No. ExistingClauses ProposedNewClauses Rationale

date upon which the same were date upon which the same were payable be paid into court subject to payable be paid into court subject to the right of the Trustee to deduct the right of the Trustee to deduct therefrom any expenses it may incur therefrom any expenses it may incur in making such payment; in making such payment;

26.5.3 the Trustee may not distribute any 26.5.3 the Trustee may not distribute any Investment to any Holder in specie; Investment to any Holder in specie; and and

26.5.4 the Trustee may at the direction of the 26.5.4 the Trustee may at the direction of the Manager postpone the realisation of Manager postpone the realisation of any Investment for so long as the any Investment for so long as the Manager thinks fit and neither the Manager thinks fit and neither the

A-16 Trustee nor the Manager shall be Trustee nor the Manager shall be liable for any loss or damage liable for any loss or damage attributable to such postponement. attributable to such postponement.

24 Clause 34 – Third Party Rights Clause 34 – Third Party Rights Rights of Holders of Preferred Units

A person who is not a party to this Deed may A person who is not a party to this Deed may This amendment is to allow holders of not enforce its terms under the Contracts not enforce its terms under the Contracts Preferred Units to enjoy the benefit of or (Rights of Third Parties) Act, Chapter 53B of (Rights of Third Parties) Act, Chapter 53B of enforce the terms of the Trust Deed. Singapore, except that each Holder may enjoy Singapore, except that (a) each Holder and/or the benefit of or enforce the terms of this Deed (b) each Preferred Unitholder (or as the case in accordance with the provisions of the may be) each Preferred Unit Depositor may Contracts (Rights of Third Parties) Act, enjoy the benefit of or enforce the terms of this Chapter 53B of Singapore and subject to the Deed in accordance with the provisions of the provisions of this Deed. Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore and subject to the provisions of this Deed. The form of the new schedule to be inserted into the Trust Deed upon Unitholders’ approval of the resolution relating to the proposed Trust Deed Supplement (Resolution 2) is as set out below.

Schedule 2

General Provisions relating to the Preferred Units

The Preferred Units shall have the following rights and be subject to the following restrictions:

1. Interpretation

1.1 Definitions

Unless the context otherwise requires, the following words or expressions shall have the meaning respectively assigned to them, namely:

“Agent” means any one or more agents as may from time to time be appointed by the Manager or the Trustee to administer the procedures relating to the Preferred Units;

“Conversion Notice” means, where applicable, the notice issued by the Manager and/or a Preferred Unitholder of the relevant class of Preferred Units for the purposes of converting all (or part) of the Preferred Units of such class held by such Preferred Unitholder into Units;

“Conversion Right” means, where applicable, the right of a Preferred Unitholder of the relevant class of Preferred Units to convert any Preferred Unit of such class into Units;

“General Preferred Unit Terms” means the general terms and conditions governing the offer and issue of the Preferred Units from time to time, as contained in this Schedule 2;

“Permitted Reorganisation” means a solvent reconstruction, amalgamation, reorganisation, merger or consolidation whereby all or substantially all the business, undertaking and assets of the Trust which are held by the Trustee are transferred to a successor entity which assumes all the obligations of the Trustee and/or the Manager (as the case may be) in relation to the Preferred Units;

“Preferred Distribution” means the preferential distribution which may be declared by the Manager in its sole discretion and paid in respect of the relevant class of Preferred Units;

“Preferred Distribution Date” means such date on which the Preferred Distribution for the relevant Preferred Distribution Period shall be paid;

“Preferred Distribution Period” means each period for which the Preferred Distribution shall accrue in respect of a Preferred Unitholder of the relevant class of Preferred Units;

“Preferred Unit” means one preferred unit in the Trust of any class issued from time to time in accordance with the Preferred Unit Terms attached to the relevant class of Preferred Units;

“Preferred Unit Conversion Taxes” means, where applicable, the Taxes and capital, stamp, issue and registration duties (i) arising on conversion of the Preferred Units of the relevant class (other than any Taxes or capital or stamp duties payable in Singapore and, if relevant, in the place of the Recognised Stock Exchange, by the Manager and/or the Trust (as the case may be) in respect of the allotment and issue of Units and listing of the Units

A-17 on the SGX-ST or a Recognised Stock Exchange on conversion) or (ii) arising by reference to any disposal or deemed disposal of a Preferred Unit of such class in connection with such conversion;

“Preferred Unit Depositor” means:

(a) a direct account holder with the Depository; or

(b) a Depository Agent, but for the avoidance of doubt, does not include a Sub-Account Holder, whose name is entered in the Preferred Unit Depository Register in respect of the Preferred Units held by him;

“Preferred Unit Depository Register” means the electronic register of the relevant class of Preferred Units deposited with the Depository maintained by the Depository;

“Preferred Unit Joint Holders” means such persons for the time being entered in the Register of Preferred Unitholders as joint Preferred Unitholders in respect of a Preferred Unit, either as Preferred Unit Joint-All Holders or Preferred Unit Joint-Alternate Holders;

“Preferred Unit Joint-All Holders” means Preferred Unit Joint Holders whose mandate the Manager and the Trustee shall act upon only if given by all of the Preferred Unit Joint Holders or, where any Preferred Unit Joint-All Holder is a Minor, where the mandate is given by all of the adult Joint-All Holder(s);

“Preferred Unit Joint-Alternate Holders” means Preferred Unit Joint Holders whose mandate the Manager and the Trustee shall act upon if given by any of the Preferred Unit Joint Holders (other than a Minor);

“Preferred Unit Terms” means the General Preferred Unit Terms and Specific Preferred Unit Terms;

“Preferred Unitholder” means, in relation to any class of Preferred Units which are Unlisted, a registered holder for the time being of that class of Preferred Units including persons so registered as Preferred Unit Joint Holders, and in relation to Preferred Units which are Listed on the SGX-ST, means the Depository, and the term “Preferred Unitholder” shall, in relation to any class of Preferred Units which are Listed and registered in the name of the Depository, mean, where the context requires (including without limitation, the redemption or conversion of that class of Preferred Units, where applicable), a Preferred Unit Depositor provided that for the purposes of meetings of Preferred Unitholders, such Preferred Unitholder shall mean a Preferred Unit Depositor as shown in the records of the Depository 48 hours prior to the time of a meeting of Preferred Unitholders, supplied by the Depository to the Manager;

“Priority Amount” means such amount which the Preferred Unitholder of the relevant class of Preferred Units shall be entitled to receive upon the dissolution or winding up of the Trust;

“Register of Preferred Unitholders” means the register of Preferred Unitholders holding such class of Preferred Units from time to time in issue maintained by or on behalf of the Trustee;

“Registrar” means such person as may from time to time be appointed by the Trustee to keep and maintain the Register of Preferred Unitholders;

A-18 “Registration Date” means the date on which the person or persons designated in the Conversion Notice shall become the holder of record of the number of Units issuable upon conversion, such date being (i) the date the relevant Units are credited to his or their respective accounts with the Depository (for so long as the Units are Listed on the SGX-ST) or (ii) the date of registration of such person or persons as holders in the Register (if the Units are not Listed on the SGX-ST);

“Securities Account” means a securities account maintained by a Preferred Unit Depositor with the Depository;

“Specific Preferred Unit Terms”, in relation to a class of Preferred Units, means any specific terms and conditions governing the offer and issue of such class of Preferred Units, as may be determined by the Manager at its sole discretion pursuant to the General Preferred Unit Terms;

“Statement of Holdings” shall have the meaning ascribed to it in paragraph 6.4 of this Schedule 2; and

“Transfer Instrument” means the instrument of transfer, in such form as the Manager and the Trustee may from time to time approve, to be signed by the transferor and transferee and delivered to the Manager at its registered office for the purposes of effecting a transfer of Preferred Units of the relevant class.

For the purposes of this Schedule 2, capitalised terms not specifically defined in this paragraph 1.1 shall have the meanings ascribed to them in Clause 1.1 of this Deed.

1.2 Miscellaneous Construction

Words importing the singular number only shall include the plural and vice versa; words importing the masculine gender only shall include the feminine and neuter genders and vice versa; words importing persons include corporations; the words “written” or “in writing” include printing, engraving, lithography, or other means of visible reproduction or partly one and partly the other. References to “Clauses” and the “Schedule” are to be construed as references to the clauses of and the schedule to this Deed. The word “including” or “includes” means, depending on the context, “including but not limited to” or “including without limitation”.

1.3 Headings

The headings in this Schedule 2 are for convenience only and shall not affect the construction hereof.

2. Issue of Preferred Units

2.1 General

2.1.1 Subject to the provisions of this Deed and any Relevant Laws, Regulations and Guidelines, the Manager shall have the exclusive right to effect for the account of the Trust the issue of Preferred Units (whether on an initial issue of Units, a rights issue, an issue of new Units otherwise than by way of a rights issue or otherwise) from time to time, in one or more classes, to any person(s) (including, without limitation, itself and/or its Related Parties) with the prior approval of Holders by way of an Ordinary Resolution at a meeting of Holders.

A-19 2.1.2 The Preferred Units of each class shall be issued in accordance with the Preferred Unit Terms relating to such class of Preferred Units, provided that the Preferred Units of each class shall have the key characteristics set out in paragraph 2.1.3 below.

2.1.3 The Preferred Units of each class:

(i) shall, in respect of the entitlement to participate in the distributions of the Trust, rank:

(a) junior to all securities, ownership interests and obligations of the Trust that are expressed to rank senior to the Preferred Units of such class;

(b) pari passu with (1) each other and (2) all securities, ownership interests and obligations of the Trust that are expressed to rank pari passu with the Preferred Units of such class; and

(c) senior to the Units;

(ii) shall, in respect of the entitlement to participate in the Deposited Property in the event of any dissolution or winding up of the Trust (other than pursuant to a Permitted Reorganisation), rank:

(a) junior to (1) all debt (including subordinated debt) of the Trust, and (2) all securities, ownership interests and obligations of the Trust that are expressed to rank senior to the Preferred Units of such class;

(b) pari passu with (1) each other and (2) all securities, ownership interests and obligations of the Trust that are expressed to rank pari passu with the Preferred Units of such class; and

(c) senior to the Units;

(iii) shall have no voting rights attached to them in respect of voting at meetings of Holders save in the following circumstances:

(a) during such period as the distributions so declared in respect of the Preferred Units of such class or any part thereof remains in arrears and unpaid for at least 12 months after the date when distributions in respect of the Preferred Units of that class should otherwise have been paid if declared by the Manager;

(b) in respect of any resolution which varies or abrogates any right, preference or privilege of the Preferred Units of such class (including, without limitation, the authorisation, creation or issue of any securities, ownership interests or obligations of the Trust ranking senior to or pari passu the Preferred Units of such class as to the entitlement to participate in the distributions of the Trust and/or (in the event of any dissolution or winding up of the Trust) the Deposited Property); or

(c) in respect of any resolution for the dissolution or winding up of the Trust;

A-20 (iv) shall entitle the Preferred Unitholders of such class to receive Preferred Distributions which may be cumulative or non-cumulative, if the Manager elects at its sole discretion to declare such Preferred Distributions;

(v) may restrict the declaration of distributions in respect of the Units or return of capital to Unitholders in the event that the Preferred Distributions in respect of any Preferred Distribution Period are not declared in full, or may not have any such restrictions;

(vi) may be perpetual or have a fixed term;

(vii) may be Listed or Unlisted;

(viii) may be freely redeemable, in full or in part, at the option of the Manager and/or the relevant Preferred Unitholders, may be subject to restrictions on redemption, or may not be redeemable at all;

(ix) may be freely convertible, in full or in part, into Units at the option of the Manager and/or the relevant Preferred Unitholders, may be subject to restrictions on conversion, or may not be convertible at all; and

(x) may be freely transferable, may be subject to restrictions on transfer, or may not be redeemable at all,

and where relevant, the specific terms relating to such key characteristics shall be separately determined in respect of each class of Preferred Units.

2.1.4 Without prejudice to the foregoing, subject to any Relevant Laws, Regulations and Guidelines, in relation to any class of Preferred Units which are convertible into Units, the Manager has the full power and authority to issue Units pursuant to a conversion of one or more of the relevant Preferred Unit(s) in accordance with the Preferred Unit Terms relating to such class of Preferred Units.

2.2 Issue Price

The issue price of a Preferred Unit in each class of Preferred Units shall be separately determined in respect of the relevant class of Preferred Units.

2.3 No Fractions

No fractions of a Preferred Unit shall be issued (whether on an initial issue of Preferred Units, a rights issue, an issue of new Preferred Units otherwise than by way of a rights issue or otherwise) or, where applicable, redeemed or converted. In issuing the number of Preferred Units as corresponding to the relevant subscription proceeds (if any), the Manager shall, in respect of each Preferred Unitholder’s entitlement to the Preferred Units, round down to the nearest whole Preferred Unit and any balance arising from rounding down shall be retained as part of the Deposited Property. In redeeming or converting any Preferred Units, the Manager shall, at its sole discretion, be entitled to round up or down any fractional Preferred Units to the nearest whole number or to disregard such fractions.

A-21 3. Binding Effect of this Deed and the Preferred Unit Terms

3.1 The General Preferred Unit Terms, which shall comprise the provisions of this Schedule 2 (read with the other provisions of this Deed, to the extent applicable and not inconsistent, in which case the express provisions contained in this Schedule 2 shall prevail) shall, together with the Specific Preferred Unit Terms relating to the relevant class of Preferred Units, set out all the terms governing the relevant class of Preferred Units and shall be binding on each Preferred Unitholder of such class. In the event and to the extent of any conflict or inconsistency between the provisions expressly contained in this Schedule 2 (read with the other provisions of this deed as aforementioned) and the Specific Preferred Unit Terms, the latter shall prevail.

3.2 A copy of the Preferred Unit Terms (including any modifications and/or supplements thereto) will be made available for inspection, together with a copy of this Deed, at the respective registered offices of the Trustee and the Manager at all times during usual Business Hours.

4. LengthofTerm

The term of the Preferred Units of each class shall be separately determined in respect of the relevant class of Preferred Units.

5. Listing

The Preferred Units of each class may be Listed or Unlisted. Any listing of the Preferred Units of the relevant class (and the terms and conditions relating to such listing, if any) shall be separately determined in respect of each class of Preferred Units.

6. No Certificates

6.1 No certificate shall be issued to the Preferred Unitholders by either the Manager or the Trustee in respect of any class of Preferred Units (whether Listed or Unlisted) issued to the Preferred Unitholders. Where the Preferred Units of the relevant class are Listed on the SGX-ST, the Manager and the Trustee shall, pursuant to the Depository Services Terms and Conditions, appoint the Depository as the Preferred Units depository for the Trust, and all Preferred Units issued will be deposited with the Depository and represented by entries in the Register of Preferred Unitholders in the name of the Depository as the registered Preferred Unitholder thereof.

6.2 Where the Preferred Units of the relevant class are Listed on the SGX-ST, the Manager, or the Agent appointed by the Manager, shall issue to the Depository, not more than 10 Business Days after the issue of the Preferred Units, a confirmation note confirming their holdings of such Preferred Units (it being understood that such confirmation note shall prima facie be deemed to be a certificate evidencing title to the Units issued to or held by the Depository).

6.3 Where the Preferred Units of the relevant class are Listed on the SGX-ST and registered in the Register of Preferred Unitholders in the name of, and deposited with, the Depository as the registered Preferred Unitholder, the Manager will endeavour to ensure that the Depository will, within the relevant periods, issue to each Preferred Unit Depositor of the relevant class of Preferred Units the relevant confirmation notes, monthly statements and statements of account on account of transactions in Preferred Units of such class completed in respect of the relevant Preferred Unit Depositor’s Securities Account.

A-22 6.4 Where the Preferred Units of the relevant class are Unlisted, the Manager or the Agent appointed by the Manager shall (i) issue to each Preferred Unitholder of that class not more than one month after the allotment of any such class of Preferred Units a confirmation note confirming the allotment, such confirmation note shall prima facie be deemed to be a certificate evidencing title to the Preferred Units issued; and (ii) issue to each Preferred Unitholder, on a calendar quarterly basis (or such other period as may be agreed between the Manager and the Trustee), a statement of holdings relating to the Preferred Units (“Statement of Holdings”). A Statement of Holdings in respect of the Preferred Units of the relevant class shall:

(i) be dated and specify the number of Preferred Units of that class held by each Preferred Unitholder of that relevant class in respect of the preceding quarter (or such other relevant period) and the transactions in respect of the Preferred Units of the relevant class, and

(ii) be in such form as may from time to time be agreed between the Manager and the Trustee.

7. Record of Preferred Unitholders

7.1 Registrar

The Trustee may, with the approval of the Manager, at any time and from time to time appoint the Registrar on its behalf to keep and maintain the Register of Preferred Unitholders. The fees and expenses of the Registrar (as may be agreed from time to time between the Manager, the Trustee and the Registrar) shall be payable out of the Deposited Property.

7.2 Register of Preferred Unitholders

All Preferred Units issued or held from time to time by any person as a Preferred Unitholder will be represented by entries in an up-to-date Register of Preferred Unitholders kept in Singapore by the Trustee or the Registrar in accordance with the Relevant Laws, Regulations and Guidelines. The Register of Preferred Unitholders must be maintained at all times whether the Preferred Units are Listed or Unlisted. The Trustee or the Registrar shall record each Preferred Unitholder as the registered holder of Preferred Units held by such Preferred Unitholder.

7.3 Information in the Register of Preferred UnithoIders

There shall be entered in the Register of Preferred Unitholders, in respect of each person who becomes a Preferred Unitholder or who has ceased to be a Preferred Unitholder, the following information as soon as practicable after the Trustee or the Registrar receives the following relevant information:

(i) the names and addresses of the Preferred Unitholders;

(ii) the number of Preferred Units of each class held by each Preferred Unitholder;

(iii) the date on which every such person entered in respect of the Preferred Units standing in his name became a Preferred Unitholder and where he became a Preferred Unitholder by virtue of an instrument of transfer a sufficient reference to enable the name and address of the transferor to be identified;

A-23 (iv) the date on which any transfer is registered and the name and address of the transferee; and

(v) (where applicable) the date on which any Preferred Units have been redeemed or converted into Units.

7.4 Discrepancies

The entries in the Register of Preferred Unitholders shall (save in the case of manifest error) be conclusive evidence of the number of Preferred Units held by each Preferred Unitholder and, in the event of any discrepancy between the entries in the Register of Preferred Unitholders and the details appearing on any confirmation note issued to the Preferred Unitholder, the entries in the Register of Preferred Unitholders shall prevail unless the Preferred Unitholder proves, to the satisfaction of the Manager and the Trustee, that the Register of Preferred Unitholders is incorrect.

7.5 Change of Name or Address

Any change of name or address on the part of any Preferred Unitholder shall forthwith be notified to the Manager in writing or in such other manner as the Manager may approve. If the Manager is satisfied with the change in name or address and that all formalities as may be required by the Manager have been complied with, the Manager shall notify the Trustee or the Registrar of the same and the Trustee or the Registrar shall alter or cause to be altered the Register of Preferred Unitholders accordingly.

7.6 Inspection of the Register of Preferred Unitholders

7.6.1 Except when the Register of Preferred UnithoIders is closed in accordance with paragraph 7.7 of this Schedule 2, the Register of Preferred Unitholders shall during Business Hours (subject to such reasonable restrictions as the Trustee may impose but so that not less than two hours in each Business Day shall be allowed for inspection) be open to the inspection of any Preferred Unitholder without charge.

7.6.2 If the Register of Preferred Unitholders is kept on magnetic tape or in accordance with some mechanical or electrical system, the provisions of paragraph 7.6.1 above may be satisfied by the production of legible evidence of the contents of the Register of Preferred Unitholders.

7.7 Closure of the Register of Preferred Unitholders

Subject to the Relevant Laws, Regulations and Guidelines, the Register of Preferred Unitholders may be closed at such times and for such periods as the Trustee may from time to time determine, provided that the Register of Preferred Unitholders must not be closed for more than 30 days in any one Year.

8. Preferred Units to be Held Free from Equities

A Preferred Unitholder entered in the Register of Preferred Unitholders as the registered holder of Preferred Units shall be the only person recognised by the Trustee or by the Manager as having any right, title or interest in or to the Preferred Units registered in his name. The Manager may recognise the relevant Preferred Unitholder as absolute owner of the Preferred Units and shall not be bound by any notice to the contrary or to take notice of or to see to the execution of any trust, express, implied or constructive, save as herein

A-24 expressly provided or save as required by some court of competent jurisdiction to recognise any trust or equity or other interest affecting the title to any Preferred Units. No notice of any trust shall be entered on the Register of Preferred Unitholders.

9. Preferred Unit Joint Holders

Where Preferred Unit Joint Holders are registered as Preferred Unitholders, they are, for the purposes of the administration of the Trust and not otherwise, deemed to hold the relevant Preferred Units as joint holders, on the following conditions:

(i) except when otherwise required by the Listing Rules or any other Relevant Laws, Regulations and Guidelines, the Manager is not bound to register more than three persons as the Preferred Unit Joint Holders of the Preferred Units;

(ii) the Preferred Unit Joint Holders are jointly and severally liable in respect of all payments, including payment of Tax, which ought to be made in respect of the Preferred Units;

(iii) on the death of any one of the Preferred Unit Joint Holder and subject to any Relevant Laws, Regulations and Guidelines, the survivor or survivors, upon producing such evidence of death as the Manager or the Trustee may require, shall be the only person or persons whom the Trustee and the Manager will recognise as having any title to the Preferred Units, PROVIDED THAT where the sole survivor is a Minor, the Manager or the Trustee shall act only on the requests, applications or instructions of the surviving Minor after he attains the age of 18 years and shall not be obligated to act on the requests, applications or instructions of the heirs, executors or administrators of the deceased Preferred Unit Joint Holder, and shall not be liable for any claims or demands whatsoever by the heirs, executors or administrators of the deceased Preferred Unit Joint Holder, the Minor Preferred Unit Joint Holder or the Minor Preferred Unit Joint Holder’s legal guardian in omitting to act on any request, application or instruction given by any of them (in the case of the Minor, before he attains the age of 18 years);

(iv) any one of the Preferred Unit Joint Holders may give an effective receipt which will discharge the Trustee or the Manager in respect of any payment or distribution in respect of the Preferred Units;

(v) the Preferred Unit Joint Holders of a Preferred Unit are counted as a single Preferred Unitholder of the relevant Preferred Unit for the purposes of calculating the number of Preferred Unitholders or requisitionists who have requisitioned for a meeting of Unitholders; and

(vi) only the person whose name appears first in the Register of Preferred Unitholders as one of the Preferred Unit Joint Holders is entitled to delivery of any notices, cheques or communications from the Trustee or the Manager, and any notice, cheque or communication given to that person is deemed to be given to all the Preferred Unit Joint Holders.

10. Minors

10.1 A Minor shall not be registered as:

(i) a sole Preferred Unitholder; or

(ii) a Preferred Unit Joint-Alternate Holder.

A-25 10.2 A Minor may be registered as a Preferred Unit Joint-All Holder if each of the other Preferred Unit Joint-All Holders is a person who has attained the age of 18 years.

10.3 If one of the Preferred Unit Joint-All Holders is a Minor, the Manager and the Trustee need only act on the instructions given by the other Preferred Unit Joint-All Holder or Preferred Unit Joint-All Holders who has or have attained the age of 18 years.

11. Obligations of the Manager and the Trustee

Save as otherwise expressly provided in the Preferred Unit Terms relating to the relevant class of Preferred Units, neither the Trustee nor the Manager owes any obligation to the Preferred Unitholder other than the obligation to comply with the Preferred Unit Terms relating to the relevant class of Preferred Units.

12. Rights, Benefits and Obligations of Preferred Unitholders

12.1 All rights, benefits and obligations contained in the Preferred Unit Terms relating to the relevant class of Preferred Units shall apply for the benefit of and bind each relevant Preferred Unitholder.

12.2 A Preferred Unitholder has no equitable or proprietary interest in the Deposited Property and is not entitled to the transfer to it of the Deposited Property or any part of the Deposited Property or of any estate or interest in the Deposited Property or any part of the Deposited Property.

12.3 Save as otherwise expressly provided in the Preferred Unit Terms relating to the relevant class of Preferred Units, a Preferred Unitholder has no other rights against the Trust, the Trustee and/or the Manager other than the right to enforce the Preferred Unit Terms relating to the relevant class of Preferred Units against the Trustee and/or the Manager and to enjoy the benefits conferred on the Preferred Unitholder under the relevant Preferred Unit Terms relating to such class of Preferred Units.

12.4 The rights and benefits of the Holders are subject to the Preferred Unit Terms relating to any class of Preferred Units in issue from time to time. Where the interests of Preferred Unitholders and Holders conflict, the Manager and the Trustee must prefer the interests of the Preferred Unitholders.

13. No Further Liability

13.1 Save as otherwise expressly provided in the Preferred Unit Terms relating to the relevant class of Preferred Units, the liability of each Preferred Unitholder in his capacity as such is limited to the Preferred Unitholder’s investment in the Trust.

13.2 A Preferred Unitholder is not required to indemnify the Manager or the Trustee (or a creditor of either or both of them) against any liability of the Trustee or the Manager in respect of the Trust.

13.3 Nothing in or under this Deed makes either the Trustee or the Manager an agent of a Preferred Unitholder.

A-26 14. Preferred Distributions

14.1 Entitlement to Preferred Distributions

14.1.1 The Preferred Units of each class shall entitle the relevant Preferred Unitholders to receive a Preferred Distribution in respect of each Preferred Distribution Period if and only if the Manager elects to declare such Preferred Distribution pursuant to the exercise of its discretion under paragraph 14.1.3 below. The terms and conditions relating to the declaration and payment of Preferred Distributions in respect of the Preferred Units of each class, including but not limited to:

(i) the nature of the Preferred Distribution (including, without limitation, whether the Preferred Distributions are to be non-cumulative or cumulative);

(ii) the source of income from which the Preferred Distributions may be declared (including, without limitation, whether the Preferred Distributions are to be declared out of income derived from the Deposited Property);

(iii) the amount of Preferred Distributions which the relevant Preferred Unitholders are entitled to receive; and

(iv) the frequencies of, and intervals between, payments of the Preferred Distributions to the relevant Preferred Unitholders;

shall be separately determined in respect of each class of Preferred Units.

14.1.2 The Preferred Units of each class shall, in respect of the entitlement to participate in the distributions of the Trust, rank:

(i) junior to all securities, ownership interests and obligations of the Trust that are expressed to rank senior to the Preferred Units of the relevant class;

(ii) pari passu with (a) each other and (b) all securities, ownership interests and obligations of the Trust that are expressed to rank pari passu with the Preferred Units of the relevant class; and

(iii) senior to the Units.

14.1.3 Any decision regarding the declaration of any Preferred Distribution in respect of any Preferred Distribution Period shall be at the sole and absolute discretion of the Manager.

14.2 Distribution and Capital Stopper

The Preferred Unit Terms relating to each class of Preferred Units may restrict the declaration of distributions in respect of the Units and/or return of capital to UnithoIders in the event that any Preferred Distribution is not declared in full, or may not contain any such restrictions. Any such restrictions which may be imposed (and the terms and conditions of such restrictions, if any) shall be separately determined in respect of each class of Preferred Units.

A-27 14.3 Payment of Preferred Distribution

14.3.1 No Preferred Distribution or any part thereof shall become due or payable on any such Preferred Distribution Date unless the Manager has declared or resolved to pay the Preferred Distribution on that Preferred Distribution Date.

14.3.2 For the purpose of identifying the persons who are entitled to the Preferred Distribution payable in respect of any Preferred Distribution Period, the persons who are Preferred Unitholders on the record date for that Preferred Distribution Period have an absolute, vested and indefeasible interest in the relevant Preferred Distribution.

14.3.3 The Manager and the Trustee may retain from each Preferred Unitholder’s Preferred Distribution all amounts which:

(i) equal any amount of Tax which has been paid or which the Manager determines is or may be payable by the Trustee or the Manager in respect of the portion of the income of the Trust attributable to such Preferred Unitholder or the amount of the distribution otherwise distributable to such Preferred Unitholder;

(ii) are required to be deducted by law, the Tax Ruling, this Deed and/or any other Preferred Unit Terms relating to the relevant class of Preferred Units; or

(iii) are payable by the Preferred Unitholder to the Trustee or the Manager,

and the Manager must notify each Preferred Unitholder, following the end of each Financial Year, of any amounts deducted under paragraphs 14.3.3(i) and 14.3.3(ii) above.

14.4 Preferred Unitholder Notification

14.4.1 Each Preferred Unitholder must, as and when required by the Manager, provide such information as to his place of residence for taxation purposes as the Manager may from time to time determine.

14.4.2 The Trustee and the Manager shall be entitled to rely absolutely on any declaration of tax residence which may be received from a Preferred Unitholder or applicant for Preferred Units.

14.5 Tax Declaration Forms and Tax Distribution Vouchers

14.5.1 The Manager shall, where necessary before a Preferred Distribution is paid, issue to a Preferred Unitholder a tax declaration form in a form approved by the Trustee and/or the IRAS for the purpose of that Preferred Unitholder declaring his tax status.

14.5.2 The Manager and the Trustee may rely on any representation made by a Preferred Unitholder as to his tax status made on each relevant tax declaration form returned to the Manager (or its Agent) or the Trustee to determine whether or not to deduct Tax from the Preferred Distribution which that Preferred Unitholder is entitled to receive.

A-28 14.5.3 If a Preferred Unitholder fails to make a declaration in time for a Preferred Distribution, the Manager and the Trustee shall deduct the appropriate amount of tax with respect to the Preferred Distribution which that Preferred Unitholder is entitled to receive.

14.5.4 After a Preferred Distribution has been paid, the Trustee shall where necessary issue to each Preferred Unitholder a tax distribution voucher prepared by the Manager in a form approved by the Trustee and/or the IRAS.

14.5.5 In the case of any Preferred Distribution made or on termination of the Trust, each tax distribution voucher shall show what proportion of the Preferred Distribution represents capital, what proportion represents income exempt from Singapore income tax or income subject to Singapore income tax and what proportion represents the portion of any Tax payable by the Trustee on income and gains attributable to the Preferred Unitholders.

14.6 No Further Rights to Participate in Distributions

Save as expressly set out in the Preferred Unit Terms relating to the relevant class of Preferred Units, the Preferred Units shall not confer any right or claim as regards participation in any distribution of the Trust.

15. Liquidation of the Trust

15.1 Ranking

15.1.1 In the event of the commencement of any dissolution or winding up of the Trust (other than pursuant to a Permitted Reorganisation), the Preferred Units of each class shall, in respect of participation in the Deposited Property, rank:

(i) junior to (a) all debt of the Trust (including, without limitation all amounts due under Clause 26.5 of this Deed, all costs of the Trustee (including, but not limited to, liabilities owed to any Preferred Unitholder or Unitholder who is a creditor of the Trust) and all subordinated debt), and (b) all securities, ownership interests and obligations of the Trust that are expressed to rank senior to the Preferred Units;

(ii) pari passu with (a) each other and (b) all securities, ownership interests and obligations of the Trust that are expressed to rank pari passu with the Preferred Units; and

(iii) senior to the Units.

15.1.2 The Priority Amount which Preferred Unitholders are entitled to receive upon a dissolution or winding up of the Trust shall be separately determined in respect of each class of Preferred Units, provided that the Preferred Unitholders shall only be entitled to receive such Priority Amounts only after the repayment and discharge of the following:

(i) all debt of the Trust (including, without limitation all amounts due under Clause 26.5 of this Deed, all costs of the Trustee (including, but not limited to, liabilities owed to any Preferred Unitholder or Unitholder who is a creditor of the Trust) and all subordinated debt); and

A-29 (ii) all other payments due to securities, ownership interests and obligations of the Trust that are expressed to rank senior to the Preferred Units of the relevant class.

15.2 Payment of Priority Amount

15.2.1 The Trustee may make a payment of the PriorityAmount to any Preferred Unitholder only if the relevant Preferred Unitholder delivers to the Manager any evidence of title required by the Manager together with any form of receipt and discharge required by the Trustee.

15.2.2 The Priority Amount may not be satisfied by a distribution in specie of the Deposited Property to a Preferred Unitholder.

15.3 Deductions for Contingent Liabilities

The Trustee, at the direction of the Manager, may retain for as long as the Manager thinks fit any part of the PriorityAmounts which, in the Manager’s opinion, may be required to meet any actual or contingent liability of the Trustee or the Manager or any amounts payable actually or contingently to the Trustee or the Manager under this Deed, including but not limited to under Clause 26.5 of this Deed.

15.4 Pro Rata Entitlement

If, upon any such dissolution or winding up of the Trust, the amount available for payment of the Priority Amounts of the Preferred Unitholders of the relevant class of Preferred Units is insufficient to fully satisfy the entire sum of Priority Amounts of all the Preferred Unitholders of such class of Preferred Units, each Preferred Unitholder of such class shall be entitled to recover such proportion of his Priority Amount calculated based on the proportion of the amount of the Preferred Unitholder’s entitlement relative to the total amount of all entitlements of the holders of all securities, ownership interests and obligations of the Trust which rank pari passu with the Preferred Units of the relevant class.

15.5 No Further Rights to Participate in the Deposited Property

Save as expressly set out in the Preferred Unit Terms relating to the relevant class of Preferred Units, the Preferred Units shall not confer any right or claim in respect of participation in the Deposited Property.

16. Redemption of Preferred Units

16.1 Redemption Right and Procedures

The Preferred Units of each class may be redeemable, in full or in part, at the option of the Manager and/or the relevant Preferred Unitholders, subject to restrictions on redemption, if any, or may not be redeemable at all. Any entitlement of the Manager and/or the relevant Preferred Unitholder to redeem any class of Preferred Units (and the terms and conditions of such entitlement and the procedure for exercising the right of redemption, if any) shall be separately determined in respect of each class of Preferred Units, provided that the other provisions of this paragraph 16 shall apply in the event that the Preferred Units of the relevant class are redeemable.

A-30 16.2 Cancellation of Redeemed Preferred Units

16.2.1 Any Preferred Units properly redeemed in accordance with the Preferred Unit Terms relating to the relevant class of Preferred Units shall be cancelled.

16.2.2 Where only a part of the Preferred Units held by a Preferred Unitholder has been redeemed, a new confirmation note reflecting the remaining number of Preferred Units held by the Preferred Unitholder shall be issued by the Manager, or the Agent appointed by the Manager and the provisions of paragraph 6.2 (or paragraph 6.4, as the case may be) above shall mutatis mutandis apply.

16.2.3 The Trustee shall remove or procure the removal of the name of the Preferred Unitholder from the Register of Preferred Unitholders in respect of such number of Preferred Units of each class redeemed, upon the delivery to the Trustee of a written statement signed by or on behalf of the Manager that such specified number of Preferred Units of each class held by such Preferred Unitholder have been redeemed.

17. Conversion of Preferred Units into Units

17.1 Conversion Right and Procedures

The Preferred Units of each class may be convertible, in full or in part, into Units at the option of the Manager and/or the relevant Preferred Unitholders, subject to restrictions on conversion, if any, or may not be convertible at all. Any entitlement of the Manager and/or the relevant Preferred Unitholder to convert any class of Preferred Units into Units (and the terms and conditions of such entitlement and the procedure for exercising the right of conversion, if any) shall be separately determined in respect of each class of Preferred Units, provided that the other provisions of this paragraph 17 shall apply in the event that the Preferred Units of the relevant class are convertible into Units.

17.2 Taxes and Duties

17.2.1 The relevant Preferred Unitholder must pay directly to the relevant authorities any Preferred Unit Conversion Taxes, comprising Taxes and capital, stamp, issue and registration duties (i) arising on conversion of the Preferred Units of the relevant class (other than any Taxes or capital or stamp duties payable in Singapore and, if relevant, in the place of the Recognised Stock Exchange, by the Manager and/or the Trust (as the case may be) in respect of the allotment and issue of Units and listing of the Units on the SGX-ST or a Recognised Stock Exchange on conversion) or (ii) arising by reference to any disposal or deemed disposal of a Preferred Unit of the relevant class in connection with such conversion.

17.2.2 The relevant Preferred Unitholder shall provide an acknowledgement in the Conversion Notice that it shall be responsible for paying all relevant Preferred Unit Conversion Taxes.

17.2.3 Neither the Trustee nor the Manager shall be responsible or liable in any way to anyone for any failure or omission by the relevant Preferred Unitholders to pay the Preferred Unit Conversion Taxes.

A-31 17.3 Registration of Conversion

17.3.1 For so long as the Preferred Units of any class are Unlisted, a conversion of the Preferred Units of the relevant class and corresponding issue of Units shall be in accordance with such procedures to be separately determined in respect of each such class of Preferred Units.

17.3.2 The Manager will upon the conversion of the Preferred Units of the relevant class into Units pursuant to the exercise of the Conversion Right:

(i) allot and issue the relevant number of Units for credit to the Securities Account designated for the purpose in the Conversion Notice for so long as the Units are Listed on the SGX-ST; or if the Units are not Listed on the SGX-ST, allot and issue the relevant number of Units to the person or persons designated for the purpose in the Conversion Notice;

(ii) (for so long as the Units are Listed on the SGX-ST) issue or cause to be issued to the Depository a confirmation note confirming the allotment of Units in accordance with this Deed, and the Depository shall issue to each relevant Depositor such contract statements, confirmation notes, statements of accounts balances and statements of transactions and accounts balances, and at such intervals, as may be provided for in the Depository’s terms and conditions for operation of Securities Accounts;

(iii) (if the Units are not Listed on the SGX-ST) issue or cause to be issued to the person or persons designated for the purpose in the Conversion Notice a confirmation note confirming the allotment of Units in accordance with this Deed;

(iv) (where only a part of the Preferred Units of the relevant class held by the relevant Preferred Unitholder have been converted and the Preferred Units of the relevant class are Listed on the SGX-ST) issue or cause to be issued to the Depository a new confirmation note reflecting the remaining number of Preferred Units of the relevant class held by the Depository and the provisions of paragraph 6.2 of this Schedule 2 shall mutatis mutandis apply; and

(v) (where only a part of the Preferred Units of the relevant class held by the relevant Preferred Unitholder have been converted and the Preferred Units of the relevant class are Unlisted) issue or cause to be issued to the Preferred Unitholder a new confirmation note reflecting the remaining number of Preferred Units of the relevant class held by the Preferred Unitholder and the provisions of paragraph 6.4 of this Schedule 2 shall mutatis mutandis apply.

17.3.3 The Trustee shall, upon the conversion of the Preferred Units of the relevant class into Units pursuant to the exercise of the Conversion Right, remove or procure the removal of the name of the relevant Preferred Unitholder from the Register of Preferred UnithoIders as holder in respect of all or (as the case may be) such number of Preferred Units converted, and register or procure the registration of the Depository or the person or persons designated for the purpose in the Conversion Notice (as the case may be) in the Register as holder(s) in respect of the relevant number of Units allotted and issued pursuant to the conversion, upon the delivery to the Trustee of a written statement signed by or on behalf of the Manager stating that all or (as the case may be) a specified number of Preferred Units of the relevant class held by such Preferred Unitholder have been converted and the relevant

A-32 number of Units have been allotted and issued in the name of the Depository or the person or persons designated for the purpose in the Conversion Notice (as the case may be).

17.3.4 The person or persons designated in the Conversion Notice shall become the holder(s) on record of the number of Units issuable upon conversion with effect from the Registration Date, being (i) where the Units are Listed on the SGX-ST, the date the relevant Units are credited to their respective accounts with the Depository or (ii) where the Units are Unlisted, the date of registration of such person or persons as holders in the Register.

18. Payment of Moneys to Preferred Unitholders

18.1 Place and Conditions of Payment

18.1.1 Save as otherwise expressly provided in the Preferred Unit Terms relating to the relevant class of Preferred Units, any moneys payable by the Trustee or the Manager to any Preferred Unitholder under the provisions of the Preferred Unit Terms relating to the relevant class of Preferred Units shall be paid by cheque sent through the post to the registered address of such Preferred Unitholder or, in the case of Preferred Unit Joint Holders, to the registered address of the Preferred Unit Joint Holders who is first named in the Register of Preferred Unitholders or to the registered address of any other of the Preferred Unit Joint Holders as may be authorised by all of them. Every such cheque shall be made payable to the order of the person to whom it is delivered or sent and payment of the cheque by the banker upon whom it is drawn shall be a satisfaction of the moneys payable and shall be a good discharge to the Trustee or the Manager (as the case may be).

18.1.2 Where the Trustee or Manager (as the case may be) receives the necessary authority in such form as the Trustee or Manager (as the case may be) shall consider sufficient, the Trustee or Manager (as the case may be) shall pay the amount due to any Preferred Unitholder to his bankers or other agent and the receipt of such an amount by such bankers or other agent shall be a good discharge therefor.

18.1.3 No amount payable to any Preferred Unitholder shall bear interest.

18.1.4 Unless otherwise expressly provided in the Preferred Unit Terms relating to the relevant class of Preferred Units, all moneys payable by the Trustee or the Manager to any Preferred Unitholder under the provisions of the Preferred Unit Terms relating to the relevant class of Preferred Units shall be paid in Singapore dollars.

18.2 Deductions

18.2.1 Without prejudice to any other provisions of the Preferred Unit Terms relating to the relevant class of Preferred Units, before any payment is made to a Preferred Unitholder, there shall be deducted such amounts as any law of Singapore or any law of any other country in which such payment is made may require or allow in respect of any income or other Taxes, charges or assessments whatsoever and there may also be deducted the amount of any stamp duties or other government taxes or charges payable by the Manager or (as the case may be) the Trustee for which the Manager or (as the case may be) the Trustee may be made liable in respect of or in connection therewith.

A-33 18.2.2 Neither the Manager nor the Trustee shall be liable to account to a Preferred Unitholder for any payment made or suffered to be made by the Manager or (as the case may be) the Trustee in good faith and in the absence of fraud, gross negligence, wilful default or a breach of this Deed or a breach of trust to any duly empowered fiscal authority of Singapore or elsewhere for Taxes or other charges in any way arising out of or relating to any transaction of whatsoever nature under this Deed notwithstanding that any such payments ought not to be, or need not have been, made or suffered to be made.

18.3 Receipt of Preferred Unitholders

The receipt of the Preferred Unitholder for any amounts payable in respect of the Preferred Units shall be a good and absolute discharge to the Manager or (as the case may be) the Trustee and if several persons are registered as Preferred Unit Joint Holders, or in consequence of the death of a Preferred Unitholder, are entitled to be so registered, any one of them may give effective receipts for any such amounts.

18.4 Unclaimed Moneys

18.4.1 Any moneys payable to a Preferred Unitholder under the provisions of the Preferred Unit Terms relating to the relevant class of Preferred Units which remain unclaimed after a period of 12 months shall be accumulated in the Unclaimed Moneys Account from which the Trustee may, from time to time, make payments to a Preferred Unitholder claiming any such moneys.

18.4.2 Subject to Clause 26 of this Deed and the Preferred Unit Terms relating to the relevant class of Preferred Units, the Trustee shall cause such sums which represent moneys remaining in the Unclaimed Moneys Account for five years after the date of payment of such moneys into the Unclaimed Moneys Account and interest, if any, earned thereon to be paid into court after deducting from such sums all fees, costs and expenses incurred in relation to the payment into court PROVIDED THAT if the moneys are insufficient to meet all such costs, the Trustee shall be entitled to have recourse to the Deposited Property.

19. Provision of Annual Report

The Manager shall, after the Listing Date, send to Preferred Unitholders within such period as may be prescribed under this Deed for despatch to Holders, an annual report disclosing the matters set out in the Property Funds Appendix, the Listing Rules and any other matters as may be prescribed by the relevant authorities.

20. Provision of Accounts

The Trustee shall send or cause to be sent to Preferred Unitholders, once a year (and within such period as may be prescribed under this Deed for despatch to Holders) after the end of the period to which they relate) together with the relevant annual report, Accounts which contain such information as may be prescribed under the Property Funds Appendix, where applicable, and such other information as the Manager may from time to time determine.

A-34 21. Meetings and Voting Rights

21.1 Meetings of Unitholders

The Preferred Unitholders of each class of Preferred Units shall not be entitled to attend and vote at meetings of Holders except in the following circumstances:

(i) during such period as the Preferred Distribution in respect of the Preferred Units of the relevant class so declared or any part thereof remains in arrears and unpaid for at least 12 months after the relevant Preferred Distribution Date when the Preferred Distribution should otherwise have been paid if declared by the Manager;

(ii) in respect of any resolution which varies or abrogates any right, preference or privilege of the Preferred Units of the relevant class (including, without limitation, the authorisation, creation or issue of any securities, ownership interests or obligations of the Trust ranking senior to (but excluding, for purposes of this paragraph 21.1 only, those ranking pari passu with) the Preferred Units of the relevant class in respect of the entitlement to participate in the distributions of the Trust and/or (in the event of any dissolution or winding up of the Trust) the Deposited Property); or

(iii) in respect of any resolution for the dissolution or winding up of the Trust,

and every Preferred Unitholder who is present in person at such general meetings shall have on a show of hands, one vote and on a poll, one vote for every Preferred Unit of which he is the holder.

21.2 Meetings of Preferred Unitholders

21.2.1 The Preferred Unitholders of each class of Preferred Units shall be entitled to attend and vote at meetings of the relevant class of Preferred Unitholders. The provisions set out in Schedule 1 of this Deed shall mutatis mutandis apply to any meeting of the Preferred Unitholders, provided that such provisions shall be read with and (in the event of any inconsistency) amended, only to the extent of such inconsistency, or supplemented by the provisions set out in paragraphs 21.3, 21.4, 21.5, 21.6 and 21.7 below.

21.2.2 A resolution passed at a meeting of Preferred Unitholders of each class of Preferred Units is binding on all Preferred Unitholders of such class of Preferred Units.

21.3 Convening Meetings

21.3.1 A meeting of the Preferred Unitholders of each class of Preferred Units may be convened at the request in writing of not less than 50 Preferred Unitholders of each class of Preferred Units or such number of Preferred Unitholders of such class of Preferred Units representing not less than 10 per cent. of the issued Preferred Units of such class.

21.3.2 A meeting of Preferred UnithoIders of each class of Preferred Units duly convened and held in accordance with the provisions of this paragraph 21 shall be competent by Extraordinary Resolution to make any decision which is stated in the Preferred Unit Terms relating to the relevant class of Preferred Units as requiring the consent of the Preferred Unitholders of the relevant class of Preferred Units by way of an Extraordinary Resolution, and shall have such further or other powers under such terms and conditions as may be determined by the Manager with the prior written approval of the Trustee.

A-35 21.4 Notice of Meetings of Preferred Unitholders of the Relevant Class

The Trustee or the Manager shall cause a notice of any meeting at which any Preferred Unitholder of the relevant class is entitled to vote, and any voting forms, to be mailed to each Preferred Unitholder of the relevant class in accordance with paragraph 24 of this Schedule 2.

21.5 Quorum

Save in the event where one Preferred Unitholder of the relevant class of Preferred Units holds all the Preferred Units of such class in issue, the quorum for any meeting of Preferred Unitholders of each class of Preferred Units shall not be less than two Preferred Unitholders of such class of Preferred Units (whether present in person or by proxy), provided that the quorum at a meeting of Preferred Unitholders of each class of Preferred Units to approve any variation or abrogation of the rights, preferences or privileges of the Preferred Units of the relevant class shall be such number of Preferred UnithoIders of such class of Preferred Units holding or representing not less than two-thirds of the outstanding number of Preferred Units of such class.

21.6 Voting

A poll may be demanded by such number of Preferred Unitholders of the relevant class of Preferred Units present at the meeting (in person or by proxy) and having the right to vote on the resolution, holding not less than one-tenth in value of the Preferred Units of such class in issue.

21.7 Resolutions

A resolution in writing signed by or on behalf of at least 75 per cent. of the Preferred Unitholders of the relevant class of Preferred Units for the time being entitled to receive notice of any meeting of Preferred Unitholders of such class of Preferred Units shall be as valid and effectual as a resolution (including an Extraordinary Resolution) passed at a meeting of those Preferred Unitholders duly called and constituted. Such resolution may be contained in one document or in several documents in the like form each signed by or on behalf of one or more of the Preferred Unitholders concerned.

22. Variations of Right

22.1 Subject to paragraph 22.2 below, unless otherwise required by the Relevant Laws, Regulations and Guidelines, any variation or abrogation of the rights, preferences or privileges of the Preferred Units of any class (including, without limitation, the authorisation, creation or issue of any securities, ownership interests or obligations of the Trust ranking pari passu with or senior to the Preferred Units of the relevant class as to the entitlement to participate in the distributions of the Trust and/or (in the event of any dissolution or winding up of the Trust) the Deposited Property) by way of amendment of this Deed, the Preferred Unit Terms relating to such class of Preferred Units or otherwise shall require:

(i) the consent in writing of such number of Preferred Unitholders of the relevant class of Preferred Units holding an aggregate of at least 75 per cent. of the outstanding number of Preferred Units of the relevant class; or

(ii) the sanction of an Extraordinary Resolution passed at a separate meeting of the relevant Preferred Unitholders.

A-36 22.2 No consent or sanction of the Preferred Unitholders of the relevant class of Preferred Units shall be required in respect of any variation or abrogation of the rights, preferences or privileges of such class of Preferred Units if such variation or abrogation is.

(i) necessary in order to comply with applicable fiscal, statutory or official requirements (whether or not having the force of law), including, without limitation, requirements under the Relevant Laws, Regulations and Guidelines; or

(ii) made to correct a manifest error.

22.3 For the avoidance of doubt, the authorisation, creation or issue of further Units or other securities, ownership interests or obligations of the Trust ranking junior to the Preferred Units of the relevant class in respect of the entitlement to participate in the distributions of the Trust and/or (in the event of any dissolution or winding up of the Trust) the Deposited Property shall not be deemed to be a variation or abrogation of the rights, preferences or privileges of such class of Preferred Units.

23. Transfer of Preferred Units

23.1 The Preferred Units of each class may be freely transferable, may be subject to restrictions on transfer or may not be transferable at all. The transferability of any class of Preferred Units (and the terms and conditions of such transfer, if any) shall be separately determined in respect of each class of Preferred Units, provided that the other provisions of this paragraph 23 shall apply if the Preferred Units of the relevant class are determined to be transferable. In any case of transfer, all charges in relation to any transfer as may be imposed by the Manager and/or the Depository shall be borne by the Preferred Unitholder of the relevant class or (as the case may be) the Preferred Unit Depositor who is the transferor.

23.2 For so long as the Preferred Units of the relevant class are Unlisted, the following provisions shall apply to a transfer of any Preferred Units of such class:

23.2.1 Any Preferred Unitholder of the relevant class of Preferred Units who wishes to transfer any of his Preferred Units of such class shall issue and deliver a Transfer Instrument to the Manager at its registered office duly signed by the transferor and transferee.

23.2.2 The Transfer Instrument shall be in such form as the Manager and the Trustee may from time to time approve, and shall specify the number of Preferred Units of the relevant class to be transferred and the name of the transferee.

23.2.3 The Transfer Instrument must be duly stamped (if required by law) and left with the Manager for registration accompanied by:

(i) any necessary declarations or other documents that may be required by in consequence of any Relevant Laws, Regulations and Guidelines for the time being in force and by such evidence as the Manager may require to prove the title of the transferor or his right to transfer the Preferred Units, and

(ii) the relevant confirmation note representing the Preferred Units to be transferred.

A-37 23.2.4 No notice of transfer or purported transfer shall be entered on the Register of Preferred Unitholders, and no transfer or purported transfer of a Preferred Unit of the relevant class shall entitle the transferee to be registered as a Preferred Unitholder of such class of Preferred Units, unless the transfer has been properly effected in accordance with the Preferred Unit Terms relating to such class of Preferred Units.

23.2.5 Following the delivery of the notice, the Manager or the Agent appointed by the Manager shall, in accordance with paragraph 6.4, issue to the transferee a confirmation note confirming the number of Preferred Units of such class held by it and, where the transferor has transferred only a part of the Preferred Units of the relevant class held by it, issue to the transferor a confirmation note confirming the remaining number of Preferred Units of such class held by it upon completion of the transfer.

23.2.6 The Trustee shall remove or procure the removal of the name of the transferor from the Register of Preferred Unitholders in respect of all or (as the case may be) such number of Preferred Units of the relevant class transferred, upon the delivery to the Trustee of a written statement signed by or on behalf of the Manager that all the Preferred Units or a specified number of Preferred Units held by such transferor have been transferred, and shall register the name of the transferee in respect of such number of Preferred Units of the relevant class as may be transferred to it pursuant to the transfer.

23.3 For so long as the Preferred Units of the relevant class are Listed on the SGX-ST, the following provisions shall apply to a transfer of any Preferred Units of such class:

23.3.1 Any transfer shall be subject to compliance with the Relevant Laws, Regulations and Guidelines.

23.3.2 Transfers of the Preferred Units of the relevant class between the Preferred Unit Depositors shall be effected electronically through the Depository making an appropriate entry in the Preferred Unit Depository Register in respect of the Preferred Units of the relevant class that have been transferred in accordance with the Depository Requirements and the provisions of paragraph 23.2 shall not apply.

23.3.3 The Manager shall be entitled to appoint the Depository to facilitate transactions of the Preferred Units of the relevant class within the Depository and maintain records of Preferred Unitholders of that class credited into Securities Accounts and to pay out of the Deposited Property all fees, costs and expenses of the Depository arising out of or in connection with such services to be provided by the Depository.

23.3.4 Any transfer or dealing in the Preferred Units of the relevant class on the SGX-ST between a Preferred Unit Depositor and another person shall be transacted at a price agreed between the parties and settled in accordance with the Depository Requirements.

23.3.5 The broker or other financial intermediary effecting any transfer or dealing in Preferred Units of the relevant class on the SGX-ST between a Preferred Unit Depositor and another person shall be deemed to be the agent duly authorised by any such Preferred Unit Depositor or person on whose behalf the broker or intermediary is acting.

A-38 23.3.6 In any case of transfer, all charges in relation to such transfer as may be imposed by the Manager and/or the Depository shall be borne by the Preferred Unit Depositor who is the transferor.

23.3.7 In the case of a transfer of the Preferred Units of the relevant class from a Securities Account into another Securities Account, the instrument of transfer (if applicable) shall be in such form as provided by the Depository and the transferor shall be deemed to remain the Preferred Unit Depositor of the Preferred Units of the relevant class transferred until the relevant Preferred Units have been credited into the Securities Account of the transferee or transferred out of a Securities Account and registered in the Preferred Unit Depository Register.

23.3.8 No transfer or purported transfer of a Preferred Unit Listed on the SGX-ST other than a transfer made in accordance with this paragraph 23.3 (or such other procedures as may be separately determined in respect of the relevant class of Preferred Units) shall entitle the transferee to be registered in respect thereof.

23.4 If the Preferred Units of the relevant class are Listed on any other Recognised Stock Exchange, the transfer of the Preferred Units of that class shall be in accordance with the requirements of the relevant Recognised Stock Exchange.

23.5 Successors in Title

The successor in title of any Preferred Unitholder resulting from a merger or amalgamation shall, upon producing such evidence as may be required by the Manager and the Trustee of the succession, be the only person recognised by the Trustee and the Manager as having title to the relevant Preferred Units.

24. Delivery of Documents and Notices

The provisions of Clause 27 of this Deed shall mutatis mutandis apply to any notice or other document served by the Trustee or the Manager upon any Preferred Unitholder, or vice versa, and the service of any such notices or other documents to the relevant recipient.

25. Destruction of Documents

Subject to any Relevant Laws, Regulations and Guidelines, the Trustee (or the Manager or its Agents with the approval of the Trustee) shall (subject as hereinafter provided) be entitled to destroy:

(i) all distribution mandates which have been cancelled or lapsed at any time after the expiration of six years from the date of cancellation or lapse;

(ii) all notifications of change of address after the expiration of one year from the date of the recording of the notification;

(iii) all forms of proxy in respect of any meeting of Preferred Unitholders of each class of Preferred Units, one year from the date of such meeting in respect of which the proxy was given; and

(iv) the Register of Preferred Unitholders, statements and other records and documents relating to the Trust at any time after the expiration of six years from the date of termination of the Trust,

A-39 and neither the Trustee nor the Manager nor its Agents shall be under any liability whatsoever in consequence thereof and unless the contrary be proved every document so destroyed shall be deemed to have been a valid and effective instrument in accordance with the recorded particulars thereof.

PROVIDED THAT:

(a) the provisions aforesaid shall apply only to the destruction of a document in good faith and without notice of any claim (regardless of the parties thereto) to which the document may be relevant;

(b) nothing in this paragraph 25 shall be construed as imposing upon the Trustee or the Manager or its Agents any liability in respect of the destruction of any document earlier than as aforesaid or in any case where the conditions of paragraph 25 are not fulfilled; and

(c) references herein to the destruction of any document include references to the disposal thereof in any manner.

26. Appointment of Agents

Without in any way affecting the generality of its powers, the Manager and/or the Trustee, in carrying out and performing their respective duties and obligations under the Preferred Unit Terms relating to each class of Preferred Units, may from time to time appoint such person or persons (including, without limitation, the Registrar and (where applicable) the Agents) to exercise any or all of their respective powers and discretions and to perform all or any of their respective obligations hereunder provided that the Manager or, as the case may be, the Trustee, shall be liable for all acts and omissions of such persons as if such acts or omissions were its own acts or omissions and all disbursements, expenses, duties and outgoings in relation thereto shall be paid from the Deposited Property as an expense of the Trust.

27. Directors’ Disclosure Obligations

27.1 Without prejudice to his obligations under the Relevant Laws, Regulations and Guidelines, each director of the Manager shall give notice to the Manager of:

(i) his acquisition of Preferred Units or of an interest in Preferred Units, and

(ii) changes to the number of Preferred Units which he holds or in which he has an interest,

within two Business Days after the acquisition or the occurrence of the event giving rise to the change.

27.2 A director of the Manager has an interest in Preferred Units:

(i) if the director is the beneficial owner of a Preferred Unit (whether directly through a direct Securities Account or indirectly through a Depository Agent or otherwise);

(ii) if a body corporate is the beneficial owner of a Preferred Unit and the director is entitled to exercise or control the exercise of not less than 20 per cent. of the votes attached to the voting shares in the body corporate;

A-40 (iii) if the director’s spouse or Minor child (including step-child and adopted child) has any interest in a Preferred Unit (including in the circumstances contemplated by paragraphs (i) and (ii) above);

(iv) if the director, his spouse or Minor child (including step-child and adopted child):

(a) has entered into a contract to purchase a Preferred Unit;

(b) has a right to have a Preferred Unit transferred to any of them or to their order, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not;

(c) has the right to acquire a Preferred Unit under an option, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not; or

(d) is entitled (otherwise than by reason of any of them having been appointed a proxy or representative to vote at a meeting of Preferred Unitholders) to exercise or control the exercise of a right attached to a Preferred Unit, not being a Preferred Unit of which any of them is the holder; and

(v) if property subject to a trust consists of or includes a Preferred Unit and the director knows, or ought reasonably to know or has reasonable grounds for believing, that he or any of the persons referred to in paragraph 27.2(iv) above has an interest under the trust and the trust property consists of or includes the Preferred Unit.

28. Acting Consistently with the Purpose of the Preferred Units

The Trustee and the Manager each hereby acknowledges that the Preferred Unit Terms are intended to confer certain rights, preferences and privileges on the Preferred Units over certain classes of securities (including Units) as set out in this Deed and hereby undertakes to give full effect to such intention and not to carry out any act or take any action which may be inconsistent with or contrary to such intention and which may prejudice the rights and entitlements of Preferred Unitholders hereunder.

A-41 This page has been intentionally left blank. APPENDIXB

TERMSOFTHECONVERTIBLEPERPETUALPREFERREDUNITS

The specific terms and conditions of the CPPUs to be issued pursuant to the proposed Trust Deed Supplement are as follows:

TERMSOFTHECONVERTIBLEPERPETUALPREFERREDUNITS

The specific terms and conditions of the CPPUs to be issued pursuant to the Trust Deed Supplement are as follows:

1. Interpretation

1.1 Definitions

Unless the context otherwise requires, the following words or expressions shall have the meaning respectively assigned to them, namely:

“Agent” means each of the Registrar and such other agent as may from time to time be appointed by the Manager or the Trustee to administer the procedures relating to the CPPUs;

“Conversion Dates” means the dates on which the CPPU Holders are entitled to convert their CPPUs into Units, as described in paragraph 22.2 of these terms;

“Conversion Notice” means the notice issued by a CPPU Holder to convert all (or part) of the CPPUs held by such CPPU Holder into Units;

“Conversion Price” means the price at which the Units will be issued upon conversion of the CPPUs, as adjusted from time to time;

“Conversion Right” means the right of a CPPU Holder to convert any CPPU into Unit(s);

“Conversion Taxes” means the Taxes and capital, stamp, issue and registration duties (i) arising on conversion of the CPPUs (other than any Taxes or capital or stamp duties payable in Singapore and, if relevant, in the place of the Recognised Stock Exchange, by the Manager and/or the Trust (as the case may be) in respect of the allotment and issue of Units and listing of the Units on the SGX-ST or a Recognised Stock Exchange on conversion) or (ii) arising by reference to any disposal or deemed disposal of a CPPU in connection with such conversion;

“CPPU Holder” means, in relation to CPPUs which are Unlisted, a registered holder for the time being of the CPPUs including persons so registered as CPPU Joint Holders, and in relation to CPPUs which are Listed on the SGX-ST, means the Depository, and the term “CPPU Holder” shall, in relation to CPPUs which are Listed and registered in the name of the Depository, mean, where the context requires (including without limitation, the redemption or conversion of the CPPUs hereunder, where applicable), a CPPU Depositor PROVIDED THAT for the purposes of meetings of CPPU Holders, such CPPU Holder shall mean a CPPU Depositor as shown in the records of the Depository 48 hours prior to the time of a meeting of CPPU Holders, supplied by the Depository to the Manager;

“CPPU Joint Holders” means such persons for the time being entered in the Register of Preferred Unitholders as joint CPPU Holders in respect of a CPPU, either as CPPU Joint-All Holders or CPPU Joint-Alternate Holders;

B-1 “CPPU Joint-All Holders” means CPPU Joint Holders whose mandate the Manager and the Trustee shall act upon only if given by all of the CPPU Joint Holders or, where any CPPU Joint-All Holder is a Minor, where the mandate is given by all of the adult Joint-All Holder(s);

“CPPU Joint-Alternate Holders” means CPPU Joint Holders whose mandate the Manager and the Trustee shall act upon if given by any of the CPPU Joint Holders (other than a Minor);

“CPPU Terms” means the terms and conditions of offer and issue of the CPPUs described in paragraph 2.1.1 below, and as may be amended, modified or supplemented from time to time;

“CPPUs” means the convertible perpetual preferred units, issued in accordance with, and subject to, the CPPU Terms;

“CPPU Depositor” means:

(i) a direct account holder with the Depository; or

(ii) a Depository Agent, but, for the avoidance of doubt, does not include a Sub-Account Holder, whose name is entered in the Depository Register in respect of the CPPUs held by him (where the CPPUs are Listed on the SGX-ST);

“CPPU Depository Register” means the electronic register of CPPUs deposited with the Depository maintained by the Depository;

“Distribution Amount” has the meaning ascribed to it in paragraph 14.1.1 below;

“Exercise Day” means the first Business Day of the month immediately preceding the relevant Redemption Date or Conversion Date (as the case may be);

“Issue Price” means the price at which each CPPU is to be issued to the CPPU Holders;

“Permitted Reorganisation” means a solvent reconstruction, amalgamation, reorganisation, merger or consolidation whereby all or substantially all the business, undertaking and assets of the Trust which are held by the Trustee are transferred to a successor entity which assumes all the obligations of the Trustee and/or the Manager (as the case may be) in relation to the CPPUs;

“Preferred Distribution” means the preferential distribution which may be declared by the Manager in its sole discretion in respect of the CPPUs in accordance with paragraph 14.1 below;

“Preferred Distribution Calculation Date” means such date or dates, identical to the Distribution Calculation Dates in respect of the Units, on which the Preferred Distribution (excluding Special Preferred Distribution) in respect of any Preferred Distribution Period shall be calculated, if the Manager elects at its sole discretion to declare such Preferred Distribution;

“Preferred Distribution Date” means a Business Day, which is no later than 90 calendar days (or such other period as may be determined by the Manager) after the Preferred Distribution Calculation Date in respect of the relevant Preferred Distribution Period;

B-2 “Preferred Distribution Entitlement” means the entitlement to the Distribution Amount determined in accordance with paragraph 14.1.1 below;

“Preferred Distribution Period” means:

(i) for the first Preferred Distribution Period, the period from, and including, the date of issue of the CPPUs to, and including, 31 December 2015; and

(ii) in all other cases, such periods, identical to the Distribution Periods in respect of the Units, for which the Preferred Distribution shall accrue;

“Priority Amount” means the sum of (i) the Issue Price multiplied by the number of CPPUs held by the relevant CPPU Holder and (ii) any Preferred Distributions and Special Preferred Distributions which have been declared to be payable to the relevant CPPU Holder but which remain unpaid as at the date of the dissolution or winding up of the Trust;

“Redemption Amount” means the amount payable by the Manager to the CPPU Holders pursuant to the redemption of their CPPUs, as described in paragraph 21.6 of these terms;

“Redemption Dates” mean the dates on which redemption of the CPPUs occurs, as described in paragraph 21.3 of these terms;

“Redemption Notice” means the notice issued by the Manager to a CPPU Holder to redeem all (or a part) of the CPPUs held by that CPPU Holder;

“Redemption Right” means the right of the Manager to redeem any CPPU;

“Register of Preferred Unitholders” means the register of Preferred Unitholders holding such classes of Preferred Units from time to time in issue maintained by or on behalf of the Trustee;

“Registrar” means such person as may from time to time be appointed by the Trustee to keep and maintain the Register of Preferred Unitholders;

“Registration Date” means the date on which the person or persons designated in the Conversion Notice shall become the holder of record of the number of Units issuable upon conversion, such date being (i) the date the relevant Units are credited to his or their respective accounts with the Depository (for so long as the Units are Listed on the SGX-ST) or (ii) the date of registration of such person or persons as holders in the Register (if the Units are not Listed on the SGX-ST);

“Relevant Accounting Standards” means the accounting standards applicable to the Trust;

“Restriction Period” means the period of four years commencing from the date of issuance of the CPPUs;

“Special Preferred Distribution” means the special distribution which may be declared in respect of each Special Preferred Distribution Period in accordance with paragraph 21.8 of these terms;

B-3 “Special Preferred Distribution Period”, in relation to the calculation of the distribution entitlement of CPPUs for purposes of paragraph 21.8 of these terms, means the period commencing the day after the end of the last distribution period (whether in respect of a Preferred Distribution or Special Preferred Distribution) immediately preceding the relevant Redemption Date, up to, and including, the last day of the calendar quarter immediately preceding the relevant Redemption Date;

“Transfer Instrument” means the instrument of transfer, in such form as the Manager and the Trustee may from time to time approve, to be signed by the transferor and transferee and delivered to the Manager at its registered office for the purposes of effecting a transfer of CPPUs; and

“Trust Deed” means the deed of trust dated 10 October 2013 constituting the Trust, as amended, modified or supplemented from time to time.

“Unitholder” shall have the meaning ascribed to the term “Holder” in Clause 1.1 of the Trust Deed.

For the purposes of the provisions herein, capitalised terms not specifically defined in this paragraph 1.1 of these terms shall have the meanings ascribed to them in Clause 1.1 of the Trust Deed (or as the case may be) Schedule 2 thereof.

1.2 Miscellaneous Construction

Words importing the singular number only shall include the plural and vice versa; words importing the masculine gender only shall include the feminine and neuter genders and vice versa; words importing persons include corporations; the words “written” or “in writing” include printing, engraving, lithography, or other means of visible reproduction or partly one and partly the other. References to “Clauses” and the “Schedule” are to be construed as references to the clauses of and the schedules to the Trust Deed. The word “including” or “includes” means, depending on the context, “including but not limited to” or “including without limitation”.

1.3 Headings

The headings in the provisions herein are for convenience only and shall not affect the construction hereof.

2. IssueofCPPUs

2.1 CPPUTerms

2.1.1 The provisions expressly contained herein shall together with Schedule 2 of the Trust Deed set out all the terms governing the CPPUs and shall bind each CPPU Holder and all persons claiming through it and, to the extent of any conflict or inconsistency between the provisions expressly contained herein and Schedule 2 of the Trust Deed, the provisions expressly contained herein shall prevail.

2.1.2 A copy of this document (including any modifications and/or supplements thereto) will be made available for inspection, together with a copy of the Trust Deed, at the respective registered offices of the Trustee and the Manager at all times during usual Business Hours.

B-4 2.2 No Fractions

2.2.1 No fractions of a CPPU shall be issued, converted or redeemed.

2.2.2 In issuing the number of CPPUs as corresponds to the relevant subscription proceeds, the Manager shall, in respect of each CPPU Holder’s entitlement to the CPPUs, round down to the nearest whole CPPU and any balance arising from rounding down shall be retained as part of the Deposited Property.

3. LengthofTerm

The CPPUs shall be perpetual instruments with no fixed term.

4. IssuePrice

The CPPUs shall be issued at the Issue Price of S$1.00 per CPPU.

5. Listing

The CPPUs may be Listed or Unlisted at the sole discretion of the Manager and subject to the Relevant Laws, Regulations and Guidelines.

6. NoCertificates

6.1 No certificate shall be issued to the CPPU Holders by either the Manager or the Trustee in respect of the CPPUs (whether Listed or Unlisted) issued to the CPPU Holders.

6.2 Where the CPPUs are Listed on the SGX-ST, the Manager, or the Agent appointed by the Manager, shall issue to the Depository not more than 10 Business Days after the issue of the CPPUs, a confirmation note confirming their holdings of such CPPUs (it being understood that such confirmation note shall prima facie be deemed to be a certificate evidencing title to the CPPUs issued to or held by the Depository).

6.3 Where the CPPUs are Listed on the SGX-ST and registered in the Register of Preferred Unitholders in the name of, and deposited with, the Depository as the registered CPPU Holder, the Manager will endeavour to ensure that the Depository will, within the relevant periods, issue to each CPPU Depositor the relevant confirmation notes, monthly statements and statements of account on account of transactions in CPPUs completed in respect of the relevant CPPU Depositor’s Securities Account.

6.4 Where the CPPUs are Unlisted, the Manager or, the Agent appointed by the Manager, must (i) issue to each CPPU Holder not more than one month after the allotment of any CPPUs a confirmation note confirming the allotment, such confirmation note shall prima facie be deemed to be a certificate evidencing title to the CPPUs issued; and (ii) issue to each CPPU Holder, on a calendar quarterly basis (or such other period as may be agreed between the Manager and the Trustee), a statement of holdings relating to the CPPUs (“Statement of Holdings”). A Statement of Holdings in respect of CPPUs must:

(A) be dated and specify the number of CPPUs held by each CPPU Holder in respect of the preceding quarter (or such other relevant period) and the transactions in respect of the CPPUs; and

(B) be in such form as may from time to time be agreed between the Manager and the Trustee.

B-5 7. Record of CPPU Holders

7.1 Registrar

The Trustee may, with the approval of the Manager, at any time and from time to time, appoint the Registrar to keep and maintain on its behalf the Register of Preferred Unitholders. The fees and expenses of the Registrar (as may be agreed from time to time between the Manager, the Trustee and the Registrar) shall be payable out of the Deposited Property.

7.2 Register of Preferred Unitholders

All CPPUs issued or held from time to time by any person as a CPPU Holder will be represented by entries in an up-to-date Register of Preferred Unitholders kept or cause to be kept in Singapore by the Trustee or the Registrar in accordance with the Relevant Laws, Regulations and Guidelines. The Register of Preferred Unitholders must be maintained at all times whether the CPPUs are Listed or Unlisted. The Trustee or the Registrar shall record each CPPU Holder as the registered holder of CPPUs held by such CPPU Holder.

7.3 Information in the Register of Preferred Unitholders

There shall be entered in the Register of Preferred Unitholders, in respect of each CPPU Holder or person who has ceased to be or becomes a CPPU Holder, the following information as soon as practicable after the Trustee or the Registrar receives the following relevant information:

(i) the name and address of the CPPU Holder;

(ii) the number of CPPUs held by each CPPU Holder;

(iii) the date on which every such person entered in respect of the CPPUs standing in its name became a CPPU Holder and where it became a CPPU Holder by virtue of an instrument of transfer, a sufficient reference to enable the name and address of the transferor to be identified;

(iv) the date on which any transfer is registered and the name and address of the transferee; and

(v) (where applicable) the date on which any CPPU has been redeemed or converted into Units.

7.4 Discrepancies

The entries in the Register of Preferred Unitholders shall (save in the case of manifest error) be conclusive evidence of the number of CPPUs held by each CPPU Holder and, in the event of any discrepancy between the entries in the Register of Preferred Unitholders and the details appearing on any confirmation note issued to the CPPU Holder, the entries in the Register of Preferred Unitholders shall prevail unless the CPPU Holder proves, to the satisfaction of the Manager and the Trustee, that the Register of Preferred Unitholders is incorrect.

B-6 7.5 Change of Name or Address

Any change of name or address on the part of any CPPU Holder shall forthwith be notified to the Manager in writing or in such other manner as the Manager may approve. If the Manager is satisfied with the change in name or address and that all formalities as may be required by the Manager have been complied with, the Manager shall notify the Trustee or the Registrar of the same and the Trustee or the Registrar shall alter or cause to be altered the Register of Preferred Unitholders accordingly.

7.6 Inspection of the Register of Preferred Unitholders

7.6.1 Except when the Register of Preferred Unitholders is closed in accordance with paragraph 7.7 of these terms, the Register of Preferred Unitholders shall during Business Hours (subject to such reasonable restrictions as the Trustee or the Registrar may impose but so that not less than two hours in each Business Day shall be allowed for inspection) be open to the inspection of any CPPU Holder without charge.

7.6.2 If the Register of Preferred Unitholders is kept on magnetic tape or in accordance with some mechanical or electrical system, the provisions of paragraph 7.6.1 above may be satisfied by the production of legible evidence of the contents of the Register of Preferred Unitholders.

7.7 Closure of the Register of Preferred Unitholders

Subject to the Relevant Laws, Regulations and Guidelines, the Register of Preferred Unitholders may be closed at such times and for such periods as the Trustee may from time to time determine, provided that the Register of Preferred Unitholders must not be closed for more than 30 days in any one Year.

8. CPPUs to be Held Free from Equities

A CPPU Holder entered in the Register of Preferred Unitholders as the registered holder of CPPUs shall be the only person recognised by the Trustee or by the Manager as having any right, title or interest in or to the CPPUs registered in his name. The Manager may recognise the relevant CPPU Holder as absolute owner of the CPPUs and shall not be bound by any notice to the contrary or to take notice of or to see to the execution of any trust, express, implied or constructive, save as herein expressly provided or save as required by some court of competent jurisdiction to recognise any trust or equity or other interest affecting the title to any CPPU. No notice of any trust shall be entered on the Register of Preferred Unitholders.

9. CPPUJointHolders

Where CPPU Joint Holders are registered as CPPU Holders they are, for the purposes of the administration of the Trust and not otherwise, deemed to hold the relevant CPPUs as joint holders, on the following conditions:

(i) except when otherwise required by the Listing Rules or any other Relevant Laws, Regulations and Guidelines, the Manager is not bound to register more than three persons as the CPPU Joint Holders in respect of a CPPU;

(ii) the CPPU Joint Holders are jointly and severally liable in respect of all payments, including payment of Tax, which ought to be made in respect of a CPPU;

B-7 (iii) on the death of any one of the CPPU Joint Holder and subject to any Relevant Laws, Regulations and Guidelines, the survivor or survivors, upon producing such evidence of death as the Manager or the Trustee may require, shall be the only person or persons whom the Trustee and the Manager will recognise as having any title to a CPPU, PROVIDED THAT where the sole survivor is a Minor, the Manager or the Trustee shall act only on the requests, applications or instructions of the surviving Minor after he attains the age of 18 years and shall not be obligated to act on the requests, applications or instructions of the heirs, executors or administrators of the deceased CPPU Joint Holder, and shall not be liable for any claims or demands whatsoever by the heirs, executors or administrators of the deceased CPPU Joint Holder, the Minor CPPU Joint Holder or the Minor CPPU Joint Holder’s legal guardian in omitting to act on any request, application or instruction given by any of them (in the case of the Minor, before he attains the age of 18 years);

(iv) any one of the CPPU Joint Holders may give an effective receipt which will discharge the Trustee and the Manager in respect of any payment or distribution in respect of a CPPU;

(v) the CPPU Joint Holders of a CPPU are counted as a single CPPU Holder of the relevant CPPU for the purposes of calculating the number of CPPU Holders or requisitionists who have requisitioned for a Meeting; and

(vi) only the person whose name appears first in the Register of Preferred Unitholders as one of the CPPU Joint Holders is entitled to delivery of any notices, cheques or communications from the Trustee or the Manager, and any notice, cheque or communication given to that person is deemed to be given to all the CPPU Joint Holders.

10. Minors

10.1 A Minor shall not be registered as:

(i) a sole CPPU Holder; or

(ii) a CPPU Joint-Alternate Holder.

10.2 A Minor may be registered as a CPPU Joint-All Holder if each of the other CPPU Joint-All Holders is a person who has attained the age of 18 years.

10.3 If one of the CPPU Joint-All Holders is a Minor, the Manager and the Trustee need only act on the instructions given by the other CPPU Joint-All Holder or CPPU Joint-All Holder(s) who has or have attained the age of 18 years.

11. Obligations of the Manager and the Trustee

Neither the Trustee nor the Manager owes any obligation to the CPPU Holder other than the obligation to comply with the CPPU Terms.

12. Rights, Benefits and Obligations of CPPU Holders

12.1 All rights, benefits and obligations contained in the CPPU Terms shall apply for the benefit of and bind each CPPU Holder.

B-8 12.2 A CPPU Holder has no equitable or proprietary interest in the Deposited Property and is not entitled to the transfer to it of the Deposited Property or any part of the Deposited Property or of any estate or interest in the Deposited Property or any part of the Deposited Property.

12.3 Save as otherwise expressly provided in the CPPU Terms, a CPPU Holder has no other rights against the Trust, the Trustee and/or the Manager other than the right to enforce the CPPU Terms against the Trustee and/or the Manager and to enjoy the benefits conferred on the CPPU Holder under the CPPU Terms.

12.4 The rights and benefits of the Unitholders are subject to the CPPU Terms. Where the interests of CPPU Holders and Unitholders conflict, the Manager and the Trustee must prefer the interests of CPPU Holders.

13. No Further Liability

13.1 Save as otherwise expressly provided in the CPPU Terms, the liability of each CPPU Holder in its capacity as such is limited to the CPPU Holder’s investment in the Trust.

13.2 A CPPU Holder is not required to indemnify the Manager or the Trustee (or a creditor of either or both of them) against any liability of the Trustee or the Manager in respect of the Trust.

13.3 Nothing in or under the Trust Deed nor the provisions herein shall make either the Trustee or the Manager an agent of a CPPU Holder.

14. Preferred Distributions

14.1 Preferred Distribution Entitlement

14.1.1 Subject to paragraphs 14.1.2, 16.1, 21.8 and 22.12 of these terms, each CPPU in issue shall entitle a CPPU Holder to receive a Preferred Distribution of an amount equivalent to 1.0 per cent. per annum of the Issue Price (the “Distribution Amount”) pro-rated over the relevant Preferred Distribution Period, on each Preferred Distribution Date.

14.1.2 Any and all decisions regarding the declaration of any Preferred Distribution in respect of the CPPU Holders shall be at the sole and absolute discretion of the Manager.

14.1.3 Any Preferred Distribution or part thereof not due or payable pursuant to the CPPU Terms shall not accumulate for the benefit of the CPPU Holders or entitle the CPPU Holders to any claim in respect thereof against the Trust, the Trustee and/or the Manager.

14.1.4 The CPPUs shall, in respect of the entitlement to participate in the distributions of the Trust, rank:

(i) junior to any securities or ownership interests and all obligations of the Trust (excluding debt obligations) that are expressed to rank senior to the CPPUs;

(ii) pari passu with (a) each other and (b) any other securities or ownership interests and all obligations of the Trust (excluding debt obligations) that are expressed to rank pari passu with the CPPUs; and

(iii) senior to the Units.

B-9 15. Preferred Distribution and Capital Stopper

In the event any Preferred Distribution referred to in paragraph 14.1 (taking into account the Special Preferred Distribution declared in accordance with paragraph 21.8) is not declared in full for any reason in respect of any Preferred Distribution Period, the Trust shall not, and shall procure that the subsidiaries of the Trust shall not, in respect of the same period:

(i) declare or pay any distributions in respect of, or repurchase or redeem, any Units or any other securities or ownership interests of the Trust ranking pari passu with or junior to the CPPUs; and

(ii) contribute any moneys to a sinking fund for the payment of any distributions in respect of, or for the redemption or repurchase of, any such Units or any other securities or ownership interests,

except where required pursuant to under any Relevant Laws, Regulations and Guidelines.

16. Payment of Preferred Distributions or Special Preferred Distributions

16.1 The Preferred Distribution in respect of each Preferred Distribution Period shall be payable on the relevant Preferred Distribution Date, and no Preferred Distribution or any part thereof shall become due or payable on any such Preferred Distribution Date unless the Manager has declared or resolved to pay the Preferred Distribution on that Preferred Distribution Date.

16.2 The Special Preferred Distribution in respect of each Special Preferred Distribution Period shall be payable on the relevant Redemption Date, and no Special Preferred Distribution or any part thereof shall become due or payable on any such relevant Redemption Date unless the Manager has declared or resolved to pay the Special Preferred Distribution on that relevant Redemption Date.

16.3 The Preferred Distributions and the Special Preferred Distributions shall only be satisfied by payments in the form of cash.

16.4 For the purpose of identifying the persons who are entitled to the Preferred Distribution or Special Preferred Distribution, as the case may be, payable in respect of any Preferred Distribution Period or Special Preferred Distribution Period, as the case may be, the persons who are CPPU Holders on the record date as determined by the Manager in its sole discretion for that Preferred Distribution Period or Special Preferred Distribution Period, as the case may be, shall have an absolute, vested and indefeasible interest in the relevant Preferred Distribution or Special Preferred Distribution.

16.5 The Manager and the Trustee may retain from each CPPU Holder’s Preferred Distribution or Special Preferred Distribution all amounts which:

(i) equal any amount of Tax which has been paid or which the Manager determines is or may be payable by the Trustee or the Manager in respect of the portion of the income of the Trust attributable to such CPPU Holder or the amount of the distribution otherwise distributable to such CPPU Holder;

(ii) are required to be deducted by law, the Tax Ruling, the Trust Deed and/or the CPPU Terms; or

B-10 (iii) are payable by the CPPU Holder to the Trustee or the Manager,

and the Manager must notify each CPPU Holder, following the end of each Financial Year, of any amounts deducted under paragraphs 16.5(i) and 16.5(ii) above.

17. CPPU Holder Notification

17.1 Each CPPU Holder must, as and when required by the Manager, provide such information as to its place of residence for taxation purposes as the Manager may from time to time determine.

17.2 The Trustee and the Manager shall be entitled to rely absolutely on any declaration of tax residence which may be received from a CPPU Holder or applicant for CPPUs.

18. Tax Declaration Forms and Tax Preferred Distribution Vouchers

18.1 The Manager shall, where necessary before a Preferred Distribution or Special Preferred Distribution is paid, issue to a CPPU Holder a tax declaration form in a form approved by the Trustee and/or the IRAS for the purpose of that CPPU Holder declaring its tax status.

18.2 The Manager and the Trustee may rely on any representation made by a CPPU Holder as to its tax status made on each relevant tax declaration form returned to the Manager (or its Agent) or the Trustee to determine whether or not to deduct tax from the Preferred Distribution or Special Preferred Distribution which that CPPU Holder is entitled to receive.

18.3 If a CPPU Holder fails to make a declaration in time for a Preferred Distribution or Special Preferred Distribution, the Manager and the Trustee shall deduct the appropriate amount of tax with respect to the Preferred Distribution or Special Preferred Distribution which that CPPU Holder is entitled to receive.

18.4 After a Preferred Distribution or Special Preferred Distribution has been paid, the Trustee shall where necessary issue to each CPPU Holder a tax distribution voucher prepared by the Manager in a form approved by the Trustee and/or the IRAS.

18.5 In the case of any Preferred Distribution or Special Preferred Distribution paid or on termination of the Trust, each tax distribution voucher shall show what proportion of the Preferred Distribution or Special Preferred Distribution represents capital, what proportion represents income exempt from Singapore income tax or income subject to Singapore income tax and what proportion represents the portion of any Tax payable by the Trustee on income and gains attributable to the CPPU Holders.

19. No Further Rights to Participate in Distributions

Save as expressly set out in the CPPU Terms, the CPPUs shall not confer any right or claim as regards participation in any distribution of the Trust.

20. Liquidation of the Trust

20.1 Upon the dissolution or winding up of the Trust, the CPPU Holders are only entitled to receive their respective Priority Amounts and no further amounts.

B-11 20.2 Ranking

In the event of the commencement of any dissolution or winding up of the Trust (other than pursuant to a Permitted Reorganisation), the CPPUs shall, in respect of the Priority Amounts, rank:

(i) junior to (a) all debt of the Trust (including, without limitation, all amounts due under Clause 26.5 of the Trust Deed, all costs of the Trustee in its capacity as trustee of the Trust (including, but not limited to, liabilities owed to any CPPU Holder or Unitholder who is a creditor of the Trust) and subordinated debt), and (b) any securities or ownership interests and all obligations of the Trust that are expressed to rank senior to the CPPUs;

(ii) pari passu with (a) each other and (b) any other securities or ownership interests and all obligations of the Trust that are expressed to rank pari passu with the CPPUs; and

(iii) senior to the Units.

20.3 On a dissolution or winding up of the Trust, the CPPU Holders shall be entitled to recover their respective Priority Amounts out of the Deposited Property after the repayment and discharge of the following:

(i) all debts of the Trust (including, without limitation, all amounts due under Clause 26.5 of the Trust Deed, all costs of the Trustee in its capacity as trustee of the Trust (including, but not limited to, liabilities owed to any CPPU Holder or Unitholder who is a creditor of the Trust) and all subordinated debt); and

(ii) payments due to securities or ownership interests and all obligations of the Trust that are expressed to rank senior to the CPPUs.

20.4 Payment of Priority Amount

20.4.1 The Trustee may make a payment of the Priority Amount to any CPPU Holder only if that holder delivers to the Manager any evidence of title required by the Manager together with any form of receipt and discharge required by the Trustee.

20.4.2 The Priority Amount may not be satisfied by a distribution in specie of the Deposited Property to a CPPU Holder.

20.5 Deductions for Contingent Liabilities

The Trustee, at the direction of the Manager, may retain for as long as the Manager thinks fit any part of the Priority Amounts which, in the Manager’s opinion, may be required to meet any actual or contingent liability of the Trustee or the Manager or any amounts payable actually or contingently to the Trustee or the Manager under the Trust Deed, including but not limited to under Clause 26.5 of the Trust Deed.

20.6 Pro Rata Entitlement

If, upon any such dissolution or winding up of the Trust, the amount available for payment of the Priority Amounts of the CPPU Holders is insufficient to fully satisfy the entire sum of PriorityAmounts of all the CPPU Holders, each CPPU Holder shall be entitled to recover such proportion of his Priority Amount calculated based on the proportion of the amount of the CPPU Holder’s entitlement relative to the total amount of all entitlements of the holders of any securities or ownership interests and all obligations of the Trust which rank pari passu with the CPPU Holder.

B-12 20.7 No Further Rights to Participate in the Deposited Property

Save as expressly set out in the CPPU Terms, the CPPUs shall not confer any right or claim as regards participation in the Deposited Property.

21. Redemption of CPPUs

21.1 Right of Redemption

21.1.1 No CPPU shall be redeemable at the option of a CPPU Holder.

21.1.2 Subject to paragraphs 21.3, 22.2.3 and 22.2.4 of these terms, the Manager shall have the sole right to redeem any number of CPPUs for the time being issued and outstanding in accordance with this paragraph 21.

21.1.3 Where the Manager exercises its right to redeem any CPPUs in accordance with this paragraph 21, and there is more than one CPPU Holder, the number of CPPUs sought to be redeemed in respect of each CPPU Holder shall be pro-rated based on the proportion which the number of CPPUs owned by each CPPU Holder bears to the total number of CPPUs for the time being issued and outstanding provided that the number of CPPUs to be redeemed shall be rounded up to the nearest whole number, where necessary.

21.2 Early Redemption at the Option of the Manager upon Occurrence of a Special Event

21.2.1 The Manager may at its sole discretion, redeem the CPPUs in whole but not in part, upon the occurrence of the following events:

(i) a Gross-up Event;

(ii) an Accounting Event; or

(iii) a Rating Agency Event.

21.2.2 A“Gross-up Event” occurs when there is a change in, or amendment to, the laws or regulations of Singapore or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the date of issue of the CPPUs, the Trust would be required to pay additional amounts such as withholding tax, in respect of the CPPUs and such obligation cannot be avoided by the Trust, as the case may be, taking reasonable measures available to it.

21.2.3 An “Accounting Event” occurs when the CPPUs must not or must no longer be recorded as “equity” of the Trust pursuant to the Relevant Accounting Standard prevailing on that date.

21.2.5 A“Rating Agency Event” occurs when there is a change in, or amendment, in the equity credit criteria, guidelines or methodology of Fitch, Moody’s or any other rating agency of equivalent international standing which results in a lower equity credit for the CPPUs than the equity credit assigned on the issue date of the CPPUs or, if equity credit is not assigned on the issue date of the CPPUs, at the date when equity credit is assigned for the first time.

B-13 21.3 Redemption Dates

The Manager shall be entitled (but shall not be obliged) to redeem any number of CPPUs on each Redemption Date, being a Business Day to be determined at the Manager’s discretion.

21.4 Redemption Notice

21.4.1 In the event the Manager wishes to exercise its Redemption Right, it shall issue and deliver the Redemption Notice to the Registrar between 9.00 a.m. and 5.00 p.m. on the relevant Exercise Day.

21.4.2 Each Redemption Notice shall specify inter alia:

(i) the Redemption Date; and

(ii) the number of CPPUs to be redeemed on the Redemption Date.

21.4.3 The Redemption Notice shall be delivered in accordance with paragraph 29 of these terms.

21.4.4 The Redemption Notice once delivered by the Manager to the Registrar shall be irrevocable and may not be withdrawn.

21.4.5 No defect in the Redemption Notice shall affect the validity of the redemption proceedings.

21.5 Confirmation of Redemption

The Registrar shall, as soon as practicable, notify the Manager and each CPPU Holder in writing of the number of CPPUs, if any, to be redeemed from such holder on the relevant Redemption Date and the Redemption Amount determined in accordance with paragraph 21.6 below. Such notification shall be conclusive and binding on each CPPU Holder. The outcome of the exercise of Redemption Right by the Manager shall be announced on the SGXNET as soon as practicable upon the Manager’s receipt of the notification from the Registrar.

21.6 Redemption Amount

The Redemption Amount payable to a CPPU Holder on redemption of the CPPUs held by it shall be the sum of:

21.6.1 100.0 per cent. of the Issue Price multiplied by the number of CPPUs to be redeemed on the relevant Redemption Date; and

21.6.2 all the Preferred Distributions and Special Preferred Distributions which have been declared but which remain unpaid as at the relevant Redemption Date.

21.7 Payment of Redemption Amount

21.7.1 Where the CPPUs are Unlisted, a redemption of the CPPUs and payment of the Redemption Amount shall be made only if the CPPU Holder has delivered the confirmation note(s) representing the CPPUs being redeemed at least two Business Days prior to such redemption. No confirmation note needs to be delivered where the CPPUs are Listed.

B-14 21.7.2 The Manager shall have the option of issuing a cheque or relying on such other method of payment as the Manager may specify in the Redemption Notice for the purposes of paying the Redemption Amount.

21.7.3 The Redemption Amount shall be paid in cash only.

21.8 Special Preferred Distribution Entitlements upon Redemption

Where any CPPUs are to be redeemed, the Manager may, at its sole discretion, elect to declare a Special Preferred Distribution of an amount per CPPU equivalent to the Distribution Amount pro-rated over the relevant Special Preferred Distribution Period, on all CPPUs for the relevant Special Preferred Distribution Period, which shall be payable on the relevant Redemption Date and the provisions contained in paragraphs 16 and 18 of these terms shall mutatis mutandis apply to the payment of Special Preferred Distributions, provided that the Special Preferred Distribution in respect of each CPPU shall, together with all prior distributions declared in respect of each CPPU in the relevant year, not exceed the Distribution Amount.

21.9 Cancellation of Redeemed CPPUs

21.9.1 Any CPPUs properly redeemed in accordance with the CPPU Terms shall be cancelled.

21.9.2 Where the CPPUs are Unlisted and only a part of the CPPUs held by a CPPU Holder have been redeemed, a new confirmation note reflecting the remaining number of CPPUs held by the CPPU Holder shall be issued by the Manager, or the Agent appointed by the Manager, to the CPPU Holder and the provisions of paragraph 6.4 above shall mutatis mutandis apply.

21.9.3 Where the CPPUs are Listed and only a part of the CPPUs registered in the name of the Depository have been redeemed, a new confirmation note reflecting the remaining number of CPPUs registered in the name of the Depository shall be issued by the Manager, or the Agent appointed by the Manager, to the Depository and the provisions of paragraph 6.2 above shall mutatis mutandis apply.

21.9.4 The Trustee shall remove or procure the removal of the name of the CPPU Holder from the Register of Preferred Unitholders in respect of such number of CPPUs redeemed, upon the delivery to the Trustee of a written statement signed by or on behalf of the Manager that all the CPPUs or a specified number of CPPUs held by such CPPU Holder have been redeemed.

21.10 Restrictions on Trading and Transfer of CPPUs in connection with Redemption and Conversion

A CPPU may be subject to such trading (if the CPPUs are Listed) and/or such transfer restrictions or other procedures as the Manager may, in consultation with the Trustee and, where appropriate, the Agent and/or the Depository (where the CPPUs are Listed), determine to be necessary to facilitate the conversion and redemption of CPPUs in accordance with the terms hereunder and for compliance with paragraph 28. If the Manager shall determine any restrictions on trading (if applicable) and/or transfer to be necessary, the Manager shall notify such restrictions to the CPPU Holders by way of SGXNET announcement as soon as practicable, and in any case, before the relevant record date for determining entitlement of CPPU Holders to exercise their Conversion Right hereunder.

B-15 22. Conversion of CPPUs into Units

22.1 Right of Conversion

22.1.1 No CPPU shall be convertible into Units at the option of the Manager.

22.1.2 A CPPU Holder shall have the sole right to convert any number of CPPUs into Units on any one or more Conversion Dates in accordance with this paragraph 22, provided that the number of CPPUs converted in each Financial Year shall not exceed one-third of the total number of CPPUs initially issued to the CPPU Holder.

22.2 Conversion Dates

22.2.1 Subject to paragraph 22.2.3 below, no CPPUs shall be convertible into Units during the Restriction Period.

22.2.2 Subject to paragraphs 22.1.2, 22.2.4 and 22.2.5 and without prejudice to paragraph 22.2.3 below, following the expiry of the Restriction Period, a CPPU Holder shall be entitled (but shall not be obliged) to convert its CPPUs into Units on each Conversion Date, being a Business Day to be determined at the CPPU Holder’s discretion.

22.2.3 In the event that (i) an intention to make a general offer to acquire the Units, including Units, if any, held by the CPPU Holders is announced in accordance with the Singapore Code on Take-overs and Mergers or (ii) the Manager announces an intention to carry out a Permitted Reorganisation, the CPPU Holders shall, notwithstanding the Restriction Period and anything else to the contrary in the other provisions of the CPPU Terms but to the extent permitted by law and subject to any ruling from any relevant authority, be entitled (but shall not be obliged) to exercise their Conversion Right to convert all or part of their CPPUs into Units by delivering the Conversion Notice and the confirmation note(s) representing the CPPUs being converted to the Registrar in accordance with paragraph 22.5 below save that the Conversion Notice shall be issued and delivered, together with the relevant confirmation note(s), on a Business Day within 14 days from the date of the announcement of the general offer, and the CPPUs shall be converted into Units on a Conversion Date occurring as soon as reasonably practicable and in any event not more than two Business Days after the delivery of the Conversion Notice and the relevant confirmation note(s).

22.2.4 If and whenever the Manager issues a Unit Redemption Notice, the Manager shall at the same time issue a Unit Redemption Notice to the CPPU Holders as if they were Unitholders. After the expiry of the Restriction Period and upon the issuance of the Unit Redemption Notice, the CPPU Holders shall, notwithstanding anything else to the contrary in the other provisions of the CPPU Terms, be entitled (but shall not be obliged) to exercise their Conversion Right to convert up to one-third of the total number of CPPUs initially issued into Units by delivering the Conversion Notice and the confirmation note(s) representing the CPPUs being converted to the Registrar in accordance with paragraph 22.5 below, save that the Conversion Notice shall be issued and delivered on a Business Day together with the relevant confirmation note(s), within 14 days from the date of the issuance of the Unit Redemption Notice. The CPPUs shall be converted into Units on a Conversion Date occurring as soon as reasonably practicable and in any event not more than two Business Days after the delivery of the Conversion Notice and the relevant confirmation note(s). The CPPU

B-16 Holders shall be entitled (but not be obliged) to redeem all or a part of their Units issued upon such conversion on the terms and in the manner as set out in the Unit Redemption Notice and subject to Clause 7 of the Trust Deed (save as otherwise expressly provided in this paragraph 22.2.4). For the avoidance of doubt, the CPPU Holders shall not be entitled to exercise their Conversion Right when the Manager issues a Unit Redemption Notice during the Restriction Period.

22.2.5 During the Restriction Period, the CPPU Holders shall not be entitled to exercise their Conversion Right when the Manager exercises its Redemption Right. After the expiry of the Restriction Period and in the event that the Redemption Right is exercised in respect of any of the CPPUs, the CPPU Holders shall be entitled (but shall not be obliged) at any time to exercise their Conversion Right to convert up to one-third of the total number of CPPUs initially issued into Units in accordance with paragraph 22.5 on a date no later than five Business Days prior to the date fixed for redemption thereof. For the avoidance of doubt, any exercise of the Conversion Right by the CPPU Holders in respect of their CPPUs which are the subject of the Redemption Right shall prevail and the Redemption Notice shall be disregarded in respect of such CPPUs, provided that the CPPU Holders have exercised their Conversion Right no later than five Business Days prior to the date fixed for redemption of such CPPUs.

22.2.6 For the purpose of computing the one-third limit on the CPPUs to be converted pursuant to paragraphs 22.2.4 and 22.2.5 and determining the CPPUs which are entitled to be converted, the Conversion Notices which are first served on the Manager by the CPPU Holders in accordance with paragraph 22.5 shall prevail.

22.3 Conversion Ratio

The number of Units to be issued on conversion of a CPPU shall be determined by dividing the Issue Price for such CPPU by the Conversion Price applicable as at the relevant Conversion Date.

22.4 Fractions of Units

Fractions of Units will not be issued on conversion and no cash adjustments will be made in respect thereof.

22.5 Conversion Notice

22.5.1 A CPPU Holder wishing to exercise its Conversion Right shall issue and deliver to the Registrar between 9.00 a.m. and 5.00 p.m. on the relevant Exercise Day, a Conversion Notice in the form (for the time being current) obtainable from the specified office of the Registrar.

22.5.2 Each Conversion Notice shall specify, inter alia:

(i) the Conversion Date;

(ii) the number of CPPUs to be converted on the Conversion Date; and

(iii) (for so long as the Units are Listed on the SGX-ST) the details of the SecuritiesAccount of the person or persons in respect of which the Units will

B-17 be issued pursuant to the conversion will be credited, or (if the Units are not Listed on the SGX-ST) details of the person or persons in respect of which the Units to be issued pursuant to the conversion will be credited,

and shall contain, inter alia:

(a) a representation, warranty and undertaking from the CPPU Holder to the Manager that, for the purposes of conversion on the relevant Conversion Date and in respect of such number of CPPUs which the Registrar shall declare as being convertible on that Conversion Date, (a) (where the CPPUs are Unlisted), it is the registered holder of and will be the registered holder of such number of CPPUs on the relevant Conversion Date; and (b) (where the CPPUs are Listed), such number of CPPUs is held in its Securities Account and will be held in its Securities Account on the relevant Conversion Date; and

(b) an acknowledgement from the CPPU Holder that it shall be responsible for paying all relevant Conversion Taxes.

22.5.3 The Conversion Notice shall be delivered by the CPPU Holder in accordance with paragraph 29 below.

22.5.4 A Conversion Notice once delivered by the CPPU Holder shall be irrevocable and may not be withdrawn unless the Manager consents to such withdrawal.

22.5.5 No defect in the Conversion Notice or in its issuance shall affect the validity of the conversion proceedings.

22.6 Confirmation of Conversion

The Registrar shall, as soon as practicable, notify the Manager and the relevant CPPU Holders in writing of the number of CPPUs to be converted on the relevant Conversion Date at the Conversion Price. Such notification shall be conclusive and binding on each CPPU Holder. The outcome of the exercise of Conversion Right by the CPPU Holders shall on an aggregated basis, be announced on the SGXNET as soon as practicable upon the Manager’s receipt of the notification from the Registrar.

22.7 Conversion Price

22.7.1 Subject to paragraph 22.7.2 below, the Conversion Price at which Units will be issued upon conversion of the CPPUs shall be at a premium of 15 per cent. above the theoretical ex-rights price (“TERP”) per Unit where:

A + B TERP = C

Where:

A : market capitalisation of the Trust based on the Closing Price

B : gross proceeds from the Rights Issue

C : the number of Units in issue after the Rights Issue

B-18 Closing : The closing price of S$0.810 per Unit on the last trading Price day of the Units prior to the announcement of the Rights Issue

Rights Issue : The underwritten renounceable rights issue where new Units would be offered to eligible holders of Units to raise gross proceeds of approximately S$218.3 million.

22.7.2 The Conversion Price shall be subject to adjustment from time to time in the manner provided in paragraph 22.8 below.

22.8 Adjustments to Conversion Price

22.8.1 The Conversion Price will be subject to adjustment in the following events:

(i) Consolidation or Subdivision or any Unit Buy-back

(a) If and when there shall be an alteration to the number of issued Units as a result of consolidation or subdivision or as a result of any buy-back of Units by the Trustee in accordance with the Listing Rules, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such alteration by the following fraction:

A B

Where:

A : the aggregate number of issued Units immediately before such alteration

B : the aggregate number of issued Units immediately after such alteration

(b) Such adjustment shall become effective on the date the alteration takes effect.

(ii) Capitalisation of Profits or Reserves:

(a) If and when any Units are issued, credited as fully paid to the Holders or the Depositors (as the case may be) by way of capitalisation of profits or reserves, save where Units are issued in lieu of the whole or any part of a specifically declared cash distribution (the “Relevant Cash Preferred Distribution”), being a distribution which the Holders concerned would or could otherwise have received (a “Scrip Preferred Distribution”), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such issue by the following fraction:

A B

B-19 Where:

A : the aggregate number of issued Units immediately before such issue

B : the aggregate number of issued Units immediately after such issue

(b) In the case of an issue of Units by way of a Scrip Preferred Distribution where the Market Price on the last trading day preceding the date on which the Scrip Preferred Distribution is publicly announced of such Units exceeds 105 per cent. of the amount of the Relevant Cash Preferred Distribution or the relevant part thereof, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before the issue of such Units by the following fraction:

A + B A + C

Where:

A : the aggregate number of Units in issue immediately before such announcement

B : the aggregate number of Units issued by way of such Scrip Preferred Distribution multiplied by a fraction of which (i) the numerator is the amount of the whole, or the relevant part, of the Relevant Cash Preferred Distribution and (ii) the denominator is the Market Price on the last trading day preceding the date on which the Scrip Preferred Distribution is publicly announced, issued by way of Scrip Preferred Distribution in respect of each existing Unit in lieu of the whole, or the relevant part, of the Relevant Cash Preferred Distribution

C : the aggregate number of Units issued by way of such Scrip Preferred Distribution

or by making such other adjustment as the Independent Financial Institution (acting as an expert), shall certify to the Trustee is fair and reasonable.

(c) Such adjustment as set out in (a) and (b) shall become effective on the date of issue of such Units or if a record date is fixed therefor, the day immediately after such record date.

(iii) Rights Issues of Units or Options over Units

(a) If and when Units are issued to all or substantially all the Holders or the Depositors (as the case may be) as a class by way of rights, or any options, warrants or other rights to subscribe for or purchase any Units are issued or granted to all or substantially all the Holders or the Depositors (as the case may be), in each case at less than 95 per cent. of the Market Price per Unit on the last trading day preceding the date of the announcement of the terms of such issue or grant, the

B-20 Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such issue or grant by the following fraction:

A + B A + C

Where:

A : the number of Units in issue immediately before such announcement

B : the number of Units which the aggregate amount (if any) payable for the Units issued by way of rights or for the options or warrants or other rights issued by way of rights and for the total number of Units comprised therein would purchase at such Market Price per Unit

C : the aggregate number of Units issued or, as the case may be, comprised in the issue or grant

(b) Such adjustment shall become effective on the date of issue of such Units or issue or grant of such options, warrants or other rights (as the case may be).

(iv) Rights Issues of Other Securities

(a) If and when any securities in the Trust (other than Units or options, warrants or other rights to subscribe for or purchase Units) are issued to all or substantially all the Holders or the Depositors (as the case may be) as a class by way of rights, or any options, warrants or other rights to subscribe for or purchase any securities (other than Units or options, warrants or other rights to subscribe or purchase Units), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such issue or grant by the following fraction:

A − B A

Where:

A : the Market Price of each Unit on the last trading day preceding the date on which such issue or grant is publicly announced

B : the fair market value on the date of such announcement, as determined in good faith by an independent financial institution (acting as an expert) (“Independent Financial Institution”, and the fair market value, the “Fair Market Value”), of the portion of the rights attributable to each Unit

(b) Such adjustment shall become effective on the date of issue of the securities or grant of such rights, options or warrants (as the case may be).

B-21 (v) Issues of Units at less than the Market Price

(a) If and when any Units (other than Units issued on the exercise of Conversion Rights, or on the exercise of any other rights of conversion into, or exchange or subscription for, Units) are issued (otherwise than as set out in paragraph 22.8.1(iii) above) or any options, warrants or other rights to subscribe for or purchase Units are issued or granted (otherwise than as set out in paragraph 22.8.1(iii) above), in each case at a price per Unit which is less than 90 per cent. of the Market Price on the last trading day preceding the date of announcement of the terms of such issue, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such issue by the following fraction:

A + B C

Where:

A : the number of Units in issue immediately before the issue of such additional Units or the grant of such options, warrants or other rights to subscribe for or purchase any Units

B : the number of Units which the aggregate consideration receivable for the issue of such additional Units would purchase at such Market Price per Unit

C : the number of Units in issue immediately after the issue of such additional Units

(b) References to additional Units in the above formula shall, in the case of an issue of options, warrants or other rights to subscribe or purchase Units, mean such Units to be issued, or otherwise made available, assuming that such options, warrants or other rights are exercised in full at the initial exercise price (if applicable) on the date of issue of such options, warrants or other rights.

(c) Such adjustment shall become effective on the date of issue of such additional Units or, as the case may be, the grant of such options, warrants or other rights.

(vi) Issues of Other Securities at less than the Market Price

(a) Save in the case of an issue of securities arising from a conversion or exchange of other securities in accordance with this paragraph 22.8.1(vi), if and when any securities (other than CPPUs) in the Trust are issued (otherwise than as set out in paragraphs 22.8.1(iii), 22.8.1(iv) and 22.8.1(v) above) by the Manager, any subsidiary of the Trust or any other company, person or entity at the direction or request of or pursuant to any arrangements with the Trustee, the Manager or any subsidiary of the Trust which by their terms of issue carry rights of conversion into, or exchange or subscription for, Units to be issued upon conversion, exchange or subscription at a consideration per Unit which is less than 95 per cent. of the Market Price on the last trading day preceding the date of announcement of the terms of issue of such

B-22 securities, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such issue by the following fraction:

A + B A + C

Where:

A : the number of Units in issue immediately before such issue

B : the number of Units which the aggregate consideration receivable by the Trust for the Units to be issued on conversion or exchange or on exercise of the right of subscription attached to such securities would purchase at such Market Price per Unit

C : the maximum number of Units to be issued on conversion or exchange of such securities or on the exercise of such rights of subscription attached thereto at the initial conversion, exchange or subscription price or rate

(b) Such adjustment shall become effective on the date of issue of such securities.

(vii) Modification of Rights of Conversion etc

(a) Any conversion, exchange or subscription attaching to any such securities as are mentioned in paragraph 22.8.1(vi) above (other than in accordance with the terms applicable to such securities) so that the consideration per Unit (for the number of Units available on conversion, exchange or subscription following the modification) is less than 95 per cent. of the Market Price on the last trading day preceding the date of announcement of the proposals for such modification. In such an event, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such modification by the following fraction:

A + B A + C

Where:

A : the number of Units in issue immediately before such modification

B : the number of Units which the aggregate consideration (if any) receivable by the Trust for the Units to be issued, or otherwise made available, on conversion or exchange or on exercise of the right of subscription attached to such securities, in each case so modified, would purchase at such Market Price per Unit on the last trading day preceding the date of the announcement of the proposals or, if lower, the existing conversion, exchange or subscription price of such securities

B-23 C : the maximum number of Units to be issued, or otherwise made available, on conversion or exchange of such securities or on the exercise of such rights of subscription attached thereto at the modified conversion, exchange or subscription price or rate but giving credit in such manner as an Independent Financial Institution (acting as an expert), considers appropriate (if at all) for any previous adjustment under paragraph 22.8.1(vi) above or this paragraph 22.8.1(vii)

(b) Such adjustment shall become effective on the date of modification of the rights of conversion, exchange or subscription attaching to such securities.

(viii) Other Offers to Unitholders

(a) The issue, sale or distribution by or on behalf of the Trust or any subsidiary of the Trust or (at the direction or request of or pursuant to any arrangements with the Manager or any subsidiary of the Trust) any other company, person or entity of any securities in connection with an offer by or on behalf of the Trust or any of its subsidiary(ies) or such other company, person or entity pursuant to which offer the Holders generally (meaning for these purposes the holders of at least 60 per cent. of the Units outstanding at the time such offer is made) are entitled to participate in arrangements whereby such securities may be acquired by them (except where the Conversion Price falls to be adjusted under paragraph 22.8.1(iii), 22.8.1(iv) or 22.8.1(v) above). In such an event, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such issue by the following fraction:

A − B A

Where:

A : the Market Price of one Unit on the last trading day preceding the date on which such issue is publicly announced

B : the Fair Market Value on the date of such announcement, of the portion of the rights attributable to one Unit.

(b) Such adjustment shall become effective on the date of issue of the securities.

22.8.2 The Trustee shall not be under any duty to monitor whether any event or circumstance has happened or exists which may require an adjustment to be made to the Conversion Price and will not be responsible to CPPU Holders for any loss arising from any failure by it to do so.

22.8.3 On any adjustment, the relevant Conversion Price shall be rounded down to the nearest S$0.0001.

B-24 22.8.4 Any adjustment not required to be made, and any amount by which the Conversion Price has not been rounded down, shall be carried forward and taken into account in any subsequent adjustment.

22.8.5 No adjustment shall be made to the Conversion Price:

(i) where such adjustment (rounded down if applicable) would be less than 1.0 per cent. of the Conversion Price applicable at the time of such adjustment, but instead carried forward in accordance with paragraph 22.8.4;

(ii) where such adjustment would result in a reduction of the Conversion Price such that, on conversion of the CPPUs, Units would be issued in any circumstances not permitted by applicable law; or

(iii) where such adjustment would result in an increase in the Conversion Price, except in the case of a consolidation of the Units as referred to in paragraph 22.8.1(i) above or to correct a manifest error.

22.9 Notice of Adjustment in the Conversion Price

The Manager shall give notice to the CPPU Holders in accordance with paragraph 29 below of any change in the Conversion Price as soon as practicable after the determination thereof. Any such notice relating to a change in the Conversion Price shall set forth:

(i) the event giving rise to the adjustment;

(ii) the Conversion Price prior to such adjustment;

(iii) the adjusted Conversion Price; and

(iv) the effective date of such adjustment.

22.10 Taxes and Duties

22.10.1 A CPPU Holder must pay directly to the relevant authorities any Conversion Taxes.

22.10.2 The relevant CPPU Holder shall provide an acknowledgement in the Conversion Notice that it shall be responsible for paying all relevant Conversion Taxes.

22.10.3 Neither the Trustee nor the Manager shall be responsible or liable in any way to anyone for any failure or omission by the CPPU Holders to pay the Conversion Taxes.

22.11 Registration

22.11.1 For so long as the CPPUs are Unlisted, a conversion of the CPPUs and corresponding issue of Units pursuant to such conversion shall be made only if the CPPU Holder has delivered the confirmation note(s) representing the CPPUs being converted at least two Business Days prior to such conversion.

B-25 22.11.2 The Manager will, on the Conversion Date, upon the conversion of the CPPUs into Units pursuant to the exercise of the Conversion Right:

(i) allot and issue the relevant number of Units for credit to the Securities Account designated for the purpose in the Conversion Notice for so long as the Units are Listed on the SGX-ST; or if the Units are not Listed on the SGX-ST, allot and issue the relevant number of Units to the person or persons designated for the purpose in the Conversion Notice;

(ii) (for so long as the Units are Listed on the SGX-ST) issue or cause to be issued to the Depository a confirmation note confirming the allotment of Units in accordance with the Trust Deed, and the Depository shall issue to each relevant Depositor such contract statements, confirmation notes, statements of accounts balances and statements of transactions and accounts balances, and at such intervals, as may be provided for in the Depository’s terms and conditions for operation of Securities Accounts;

(iii) (if the Units are not Listed on the SGX-ST) issue or cause to be issued to the person or persons designated for the purpose in the Conversion Notice a confirmation note confirming the allotment of Units in accordance with the Trust Deed;

(iv) (where only a part of the CPPUs held by a CPPU Holder have been converted and the CPPUs are Listed on the SGX-ST) issue or cause to be issued to the Depository a new confirmation note reflecting the remaining number of CPPUs held by the Depository and the provisions of paragraph 6.2 above shall mutatis mutandis apply; and

(v) (where only a part of the CPPUs held by a CPPU Holder have been converted and the CPPUs are Unlisted) issue or cause to be issued to the CPPU Holder a new confirmation note reflecting the remaining number of CPPUs held by the CPPU Holder and the provisions of paragraph 6.4 above shall mutatis mutandis apply.

22.11.3 The Trustee shall, upon the conversion of the CPPUs into Units pursuant to the exercise of the Conversion Right on the Conversion Date, remove or procure the removal of the name of the relevant CPPU Holder from the Register of Preferred Unitholders as holder in respect of all or (as the case may be) such number of CPPUs converted, and register or procure the registration of the Depository or the person or persons designated for the purpose in the Conversion Notice (as the case may be) in the Register as holder(s) in respect of the relevant number of Units allotted and issued pursuant to the conversion, upon the delivery to the Trustee of a written statement signed by or on behalf of the Manager stating that all the CPPUs or a specified number of CPPUs held by such CPPU Holder have been converted and the relevant number of Units have been allotted and issued in the name of the Depository or the person or persons designated for the purpose in the Conversion Notice (as the case may be).

22.11.4 The person or persons designated in the Conversion Notice shall become the holder(s) on record of the number of Units issuable upon conversion with effect from the Registration Date, being (i) where the Units are Listed on the SGX-ST, the date the relevant Units are credited to their respective accounts with the Depository or (ii) where the Units are Unlisted, the date of registration of such person or persons as holders in the Register.

B-26 22.12 Rights and Preferred Distribution Entitlements upon Conversion

22.12.1 The Units issued upon conversion of the CPPUs shall, in respect of entitlement to distributions which may be declared in respect of Units and in all other respects, rank pari passu with the existing Units in issue on the relevant Registration Date, provided that a holder of Units issued on conversion of any CPPUs shall not be entitled to any rights the record date for which precedes the relevant Registration Date.

22.12.2 Where the Units to be issued upon conversion of the CPPUs shall entitle the relevant holder to receive a distribution which may be declared in respect of the Units for a Distribution Period, the CPPUs which are to be converted shall not entitle the CPPU Holder to receive any Preferred Distributions in respect of any Preferred Distribution Period coinciding with that Distribution Period.

23. Payment of Moneys to CPPU Holders

23.1 Place and Conditions of Payment

23.1.1 Save as otherwise expressly provided in the CPPU Terms, any moneys payable by the Trustee or the Manager to any CPPU Holder under the provisions of the CPPU Terms shall be paid by cheque sent through the post to the registered address of such CPPU Holder or, in the case of CPPU Joint Holders, to the registered address of the CPPU Joint Holders who is first named in the Register of Preferred Unitholders or to the registered address of any other of the CPPU Joint Holders as may be authorised by all of them. Every such cheque shall be made payable to the order of the person to whom it is delivered or sent and payment of the cheque by the banker upon whom it is drawn shall be a satisfaction of the moneys payable and shall be a good discharge to the Trustee or the Manager (as the case may be).

23.1.2 Where the Trustee or Manager (as the case may be) receives the necessary authority in such form as the Trustee or Manager (as the case may be) shall consider sufficient, the Trustee or Manager (as the case may be) shall pay the amount due to any CPPU Holder to its bankers or other agent and the receipt of such an amount by such bankers or other agent shall be a good discharge therefor.

23.1.3 No amount payable to any CPPU Holder shall bear interest.

23.1.4 Unless otherwise expressly provided in the CPPU Terms, all moneys payable by the Trustee or the Manager to any CPPU Holder under the provisions of the CPPU Terms shall be paid in Singapore dollars.

23.2 Deductions

23.2.1 Without prejudice to any other provisions of the CPPU Terms, before any payment is made to a CPPU Holder, there shall be deducted such amounts as any law of Singapore or any law of any other country in which such payment is made may require or allow in respect of any income or other Taxes, charges or assessments whatsoever and there may also be deducted the amount of any stamp duties or other government taxes or charges payable by the Manager or (as the case may be) the Trustee for which the Manager or (as the case may be) the Trustee may be made liable in respect of or in connection therewith.

B-27 23.2.2 Neither the Manager nor the Trustee shall be liable to account to a CPPU Holder for any payment made or suffered to be made by the Manager or (as the case may be) the Trustee in good faith and in the absence of fraud, gross negligence, wilful default or a breach of this Deed or a breach of trust to any duly empowered fiscal authority of Singapore or elsewhere for Taxes or other charges in any way arising out of or relating to any transaction of whatsoever nature under the Trust Deed notwithstanding that any such payments ought not to be, or need not have been, made or suffered to be made.

23.3 Receipt of CPPU Holders

The receipt of the CPPU Holder for any amounts payable in respect of the CPPUs shall be a good and absolute discharge to the Manager or (as the case may be) the Trustee and if several persons are registered as CPPU Joint Holders, or in consequence of the death of a CPPU Unitholder, are entitled to be so registered, any one of them may give effective receipts for any such amounts.

23.4 Unclaimed Moneys

23.4.1 Any moneys payable to a CPPU Holder under the CPPU Terms which remain unclaimed after a period of 12 months shall be accumulated in the Unclaimed Moneys Account from which the Trustee may, from time to time, make payments to a CPPU Holder claiming any such moneys.

23.4.2 Subject to Clause 26 of the Trust Deed and the CPPU Terms, the Trustee shall cause such sums which represent moneys remaining in the Unclaimed Moneys Account for five years after the date for payment of such moneys into the Unclaimed Moneys Account and interest, if any, earned thereon to be paid into court after deducting from such sum all fees, costs and expenses incurred in relation to such payment into court PROVIDED THAT if the said moneys are insufficient to meet all such fees, costs and expenses, the Trustee shall be entitled to have recourse to the Deposited Property.

24. Provision of Annual Report

The Manager shall, after the Listing Date, send to CPPU Holders within such period as may be prescribed under the Trust Deed for despatch to Unitholders, an annual report disclosing the matters set out in the Property Funds Appendix, the Listing Rules and any other matters as may be prescribed by the relevant authorities.

25. Provision of Accounts

25.1 The Trustee shall send or cause to be sent to CPPU Holders, once a year (and within such period as may be prescribed under the Trust Deed for despatch to Unitholders after the end of the period to which they relate) together with the relevant annual report, Accounts which contain such information as may be prescribed under the Property Funds Appendix, where applicable, and such other information as the Manager may from time to time determine.

B-28 26. Meetings and Voting Rights

26.1 Meetings of Unitholders

The CPPU Holders shall not be entitled to attend and vote at meetings of Unitholders except in the following circumstances:

(i) during such period as the Preferred Distribution or Special Preferred Distribution so declared or any part thereof remains in arrears and unpaid for at least 12 months after the date when the Preferred Distribution or Special Preferred Distribution should otherwise have been paid if declared by the Manager;

(ii) in respect of any resolution which varies or abrogates any right, preference or privilege of the CPPUs (including, without limitation, the authorisation, creation or issue of any securities or ownership interests and all obligations of the Trust ranking senior to (but excluding, for purposes of this paragraph 26.1 only, those ranking pari passu with) the CPPUs as to entitlement to participate in the distributions and/or (in the event of any dissolution or winding up of the Trust) the Deposited Property); or

(iii) in respect of any resolution for the dissolution or winding up of the Trust,

and every CPPU Holder who is present in person at such general Meetings shall have on a show of hands, one vote and on a poll, one vote for every CPPU of which it is the holder.

26.2 Meetings of CPPU Holders

26.2.1 The CPPU Holders shall be entitled to attend and vote at meetings of the CPPU Holders. The provisions of Schedule 1 of the Trust Deed shall mutatis mutandis apply to any meeting of the CPPU Holders, except as otherwise provided in paragraphs 26.3, 26.4, 26.5, 26.6 and 26.7 below.

26.2.2 A resolution passed at a meeting of CPPU Holders is binding on all CPPU Holders.

26.3 Convening Meetings of CPPU Holders

26.3.1 Ameeting of the CPPU Holders may be convened at the request in writing of such number of CPPU Holders representing not less than 10 per cent. of the issued CPPUs or by not less than 50 CPPU Holders.

26.3.2 A meeting of CPPU Holders duly convened and held in accordance with the provisions of this paragraph 26 shall be competent by Extraordinary Resolution to make any decision which is stated in the CPPU Terms as requiring the consent of the CPPU Holders by way of an Extraordinary Resolution, and shall have such further or other powers under such terms and conditions as may be determined by the Manager with the prior written approval of the Trustee.

26.4 Notice of Meetings of CPPU Holders

The Trustee or the Manager shall cause a notice of any meeting at which any CPPU Holder is entitled to vote, and any voting forms, to be mailed to each CPPU Holder in accordance with paragraph 29 below.

B-29 26.5 Quorum

Save in the event where one CPPU Holder holds all the CPPUs in issue (in which case that CPPU Holder shall constitute the quorum), the quorum for any meeting of CPPU Holders shall not be less than two CPPU Holders (whether present in person or by proxy), provided that the quorum at a meeting of CPPU Holders to approve any variation or abrogation of the rights, preferences or privileges of the CPPUs shall be such number of CPPU Holders holding or representing not less than two-thirds of the outstanding number of CPPUs.

26.6 Voting

A poll may be demanded by such number of CPPU Holders present at the meeting (in person or by proxy) and having the right to vote on the resolution, holding not less than one-tenth in value of the CPPUs in issue.

26.7 Resolutions

A resolution in writing signed by or on behalf of at least 75 per cent. of the CPPU Holders for the time being entitled to receive notice of any meeting of CPPU Holders shall be as valid and effectual as a resolution (including an Extraordinary Resolution) passed at a meeting of those CPPU Holders duly called and constituted. Such resolution may be contained in one document or in several documents in the like form each signed by or on behalf of one or more of the CPPU Holders concerned.

27. Variations of Rights

27.1 Subject to paragraph 27.2 below, unless otherwise required by the Relevant Laws, Regulations and Guidelines, any variation or abrogation of the rights, preferences or privileges applicable to the CPPUs (including, without limitation, the authorisation, creation or issue of any securities or ownership interests and all obligations of the Trust ranking pari passu with or senior to the CPPUs as to entitlement to participate in the distributions of the Trust and/or (in the event of any dissolution or winding up of the Trust) the Deposited Property) by way of amendment of the Trust Deed or otherwise shall require:

(i) the consent in writing of such number of CPPU Holders holding an aggregate of at least 75 per cent. of the outstanding number of the CPPUs; or

(ii) the sanction of an Extraordinary Resolution passed at a separate meeting of the relevant CPPU Holders.

27.2 No consent or sanction of the relevant CPPU Holders shall be required in respect of any variation or abrogation of the rights, preferences or privileges applicable to the CPPUs if such variation or abrogation is:

(i) necessary in order to comply with applicable fiscal, statutory or official requirements (whether or not having the force of law), including, without limitation, requirements under the Relevant Laws, Regulations and Guidelines; or

(ii) made to correct a manifest error.

B-30 27.3 For the avoidance of doubt, the authorisation, creation or issue of further Units or other securities or ownership interests and all obligations of the Trust ranking junior to the CPPUs as to entitlement to participate in the distributions and/or (in the event of any dissolution or winding up of the Trust) the Deposited Property shall not be deemed to be a variation or abrogation of the rights, preferences or privileges of the CPPUs.

28. Transfer of CPPUs

28.1 Save as provided in paragraph 21.10 above, there are no restrictions on the transfer of the CPPUs. In any case of transfer, all charges in relation to such transfer as may be imposed by the Manager and/or the Depository shall be borne by the CPPU Holder or (as the case may be) the CPPU Depositor who is the transferor.

28.2 For so long as the CPPUs are Unlisted, the transfer of any CPPUs shall comply with the following procedures:

28.2.1 Any transfer shall be subject to compliance with laws, regulations and requirements under the Listing Rules.

28.2.2 Any CPPU Holder who wishes to transfer any of its CPPUs shall issue and deliver a Transfer Instrument to the Manager at its registered office duly signed by the transferor and transferee.

28.2.3 The Transfer Instrument shall be in such form as the Manager and the Trustee may from time to time approve, and shall specify the number of CPPUs to be transferred and the name of the transferee.

28.2.4 The Transfer Instrument must be duly stamped (if required by law) and left with the Manager for registration accompanied by:

(i) any necessary declarations or other documents that may be required by in consequence of any Relevant Laws, Regulations and Guidelines for the time being in force and by such evidence as the Manager may require to prove the title of the transferor or his right to transfer the CPPUs, and

(ii) the relevant confirmation note(s) representing the CPPUs to be transferred.

28.2.5 No notice of transfer or purported transfer shall be entered on the Register of Preferred Unitholders, and no transfer or purported transfer of a CPPU shall entitle the transferee to be registered as a CPPU Holder, unless the transfer has been properly effected in accordance with the CPPU Terms.

28.2.6 Following the delivery of the notice, the Manager or the Agent appointed by the Manager shall, in accordance with paragraph 6.4 above, issue to the transferee a confirmation note confirming the number of CPPUs held by it and, where the transferor has transferred only a part of the CPPUs held by it, issue to the transferor a confirmation note confirming the remaining number of CPPUs held by it upon completion of the transfer.

B-31 28.2.7 The Trustee shall remove or procure the removal of the name of the transferor from the Register of Preferred Unitholders in respect of all or (as the case may be) such number of CPPUs transferred, upon the delivery to the Trustee of a written statement signed by or on behalf of the Manager that all the CPPUs or a specified number of CPPUs held by such transferor have been transferred, and shall register the name of the transferee in respect of such number of CPPUs as may be transferred to it pursuant to the transfer.

28.3 For so long as the CPPUs are Listed on the SGX-ST, the following provisions shall apply to a transfer of any Preferred Units of such class:

28.3.1 Any transfer shall be subject to compliance with the Relevant Laws, Regulations and Guidelines.

28.3.2 Transfers of the CPPUs between the CPPU Depositors shall be effected electronically through the Depository making an appropriate entry in the CPPU Depository Register in respect of the CPPUs that have been transferred in accordance with the Depository Requirements and the provisions of paragraph 28.2 shall not apply.

28.3.3 The Manager shall be entitled to appoint the Depository to facilitate transactions of the CPPUs within the Depository and maintain records of CPPU Holders credited into Securities Accounts and to pay out of the Deposited Property all fees, costs and expenses of the Depository arising out of or in connection with such services to be provided by the Depository.

28.3.4 Any transfer or dealing in the CPPUs on the SGX-ST between a CPPU Depositor and another person shall be transacted at a price agreed between the parties and settled in accordance with the Depository Requirements.

28.3.5 The broker or other financial intermediary effecting any transfer or dealing in the CPPUs on the SGX-ST between a CPPU Depositor and another person shall be deemed to be the agent duly authorised by any such CPPU Depositor or person on whose behalf the broker or intermediary is acting.

28.3.6 In any case of transfer, all charges in relation to such transfer as may be imposed by the Manager and/or the Depository shall be borne by the CPPU Depositor who is the transferor.

28.3.7 In the case of a transfer of CPPUs from a Securities Account into another Securities Account, the instrument of transfer (if applicable) shall be in such form as provided by the Depository and the transferor shall be deemed to remain the CPPU Depositor in respect of the CPPUs transferred until the relevant CPPUs have been credited into the Securities Account of the transferee or transferred out of a Securities Account and registered in the CPPU Depository Register.

28.3.8 No transfer or purported transfer of a CPPU Listed on the SGX-ST other than a transfer made in accordance with this paragraph 28.3 shall entitle the transferee to be registered in respect thereof.

28.4 If the CPPUs are Listed on any other Recognised Stock Exchange, the transfer of the CPPUs shall be in accordance with the requirements of the relevant Recognised Stock Exchange.

B-32 28.5 Successors in Title

The successor in title of any CPPU Holder resulting from a merger or amalgamation shall, upon producing such evidence as may be required by the Manager and the Trustee of the succession, be the only person recognised by the Trustee and the Manager as having title to the CPPUs.

29. Delivery of Documents and Notices

The provisions of Clause 27 of the Trust Deed shall mutatis mutandis apply to any notice or other document that may be served by the Trustee or the Manager upon any CPPU Holder, or vice versa, and the service of any such notices or other documents to the relevant recipient.

30. Destruction of Documents

Subject to any Relevant Laws, Regulations and Guidelines, the Trustee (or the Manager or the Agent with the approval of the Trustee) shall (subject as hereinafter provided) be entitled to destroy:

(i) all distribution mandates which have been cancelled or lapsed at any time after the expiration of six years from the date of cancellation or lapse;

(ii) all notifications of change of address after the expiration of one year from the date of the recording of the notification;

(iii) all forms of proxy in respect of any meeting of CPPU Holders, one year from the date of such meeting in respect of which the proxy was given; and

(iv) the Register of Preferred Unitholders, statements and other records and documents relating to the Trust at any time after the expiration of six years from the date of termination of the Trust,

and neither the Trustee nor the Manager nor its Agents shall be under any liability whatsoever in consequence thereof and unless the contrary be proved every document so destroyed shall be deemed to have been a valid and effective instrument in accordance with the recorded particulars thereof.

PROVIDED THAT:

(a) the provisions aforesaid shall apply only to the destruction of a document in good faith and without notice of any claim (regardless of the parties thereto) to which the document may be relevant;

(b) nothing in this paragraph 30 shall be construed as imposing upon the Trustee or the Manager or its Agents any liability in respect of the destruction of any document earlier than as aforesaid or in any case where the conditions of paragraph 25 are not fulfilled; and

(c) references herein to the destruction of any document include references to the disposal thereof in any manner.

B-33 31. Appointment of Agents

Without in any way affecting the generality of its powers, the Manager and the Trustee, in carrying out and performing their respective duties and obligations under the CPPU Terms, may appoint such person or persons (including, without limitation, the Registrar or any other Agents) to exercise any or all of their respective powers and discretions and to perform all or any of their respective obligations hereunder PROVIDED THAT the Manager or, as the case may be, the Trustee, shall be liable for all acts and omissions of such persons as if such acts or omissions were its own acts or omissions and all disbursements, expenses, duties and outgoings in relation thereto shall be paid from the Deposited Property as an expense of the Trust.

32. Directors’ Disclosure Obligations

32.1 Without prejudice to his obligations under Relevant Laws, Regulations and Guidelines, each director of the Manager shall give notice to the Manager of:

(i) his acquisition of CPPUs or of an interest in CPPUs, and

(ii) changes to the number of CPPUs which he holds or in which he has an interest,

within two Business Days from the acquisition or the occurrence of the event giving rise to the change.

32.2 A director of the Manager has an interest in CPPUs:

(i) if the director is the beneficial owner of a CPPU (whether directly through a direct Securities Account or indirectly through a Depository Agent or otherwise);

(ii) if a body corporate is the beneficial owner of a CPPU and the director is entitled to exercise or control the exercise of not less than 20 per cent. of the votes attached to the voting shares in the body corporate;

(iii) if the director’s spouse or Minor child (including step-child and adopted child) has any interest in a CPPU (including in the circumstances contemplated by paragraphs 32.2(i) and 32.2(ii) above);

(iv) if the director, his spouse or Minor child (including step-child and adopted child):

(a) has entered into a contract to purchase a CPPU;

(b) has a right to have a CPPU transferred to any of them or to their order, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not;

(c) has the right to acquire a CPPU under an option, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not; or

(d) is entitled (otherwise than by reason of any of them having been appointed a proxy or representative to vote at a meeting of CPPU Holders) to exercise or control the exercise of a right attached to a CPPU, not being a CPPU of which any of them is the holder; and

B-34 (v) if property subject to a trust consists of or includes a CPPU and the director knows, or ought reasonably to know or has reasonable grounds for believing, that he or any of the persons referred to in paragraph 32.2(iv) above has an interest under the trust and the trust property consists of or includes the CPPU.

33. Acting Consistently with the Purpose of the CPPUs

The Trustee and the Manager each hereby acknowledges that the CPPU Terms are intended to confer certain rights, preferences and privileges on the CPPUs over certain classes of securities (including Units) as set out in the Trust Deed and hereby undertakes to give full effect to such intention and not to carry out any act or take any action which may be inconsistent with or contrary to such intention and which may prejudice the rights and entitlements of CPPU Holders hereunder.

34. Power to Implement Additional Procedures

The Manager shall have the power to implement such additional procedures or make amendments to the terms hereunder (to the extent they are procedural or administrative in nature) as it may, in consultation with the Trustee and, where appropriate, the Agent and/or the Depository (where the CPPUs are Listed on the SGX-ST), determine in its sole discretion to be necessary in order to facilitate the administration of the CPPUs.

B-35 This page has been intentionally left blank. APPENDIXC

PROFITFORECAST

Statements contained in this section which are not historical facts may be forward-looking statements. Such statements are based on the assumptions set forth in this section and are subject to certain risk and uncertainties which could cause actual results to differ materially from those projected. Under no circumstances should the inclusion of such information herein be regarded as a representation, warranty or prediction with respect to the accuracy of the underlying assumptions by the Manager or any other person nor that these results will be achieved or are likely to be achieved.

The following table sets out OUE C-REIT Group’s Forecast Statement of Total Return for the period from 1 October 2015 to 31 December 2015 (the “Forecast Period”) (the “Profit Forecast”). The Profit Forecast has been examined by the Independent Accountants and should be read together with their report set out in Appendix D of this Circular as well as the assumptions and sensitivity analysis set out below.

The Profit Forecast is presented based on the following:

(A) Scenario A – Based on the acquisition of a 75.0% indirect interest in OUBC

Scenario A has been prepared based on the following assumptions:

• OUE C-REIT acquires a minimum indirect interest of 75.0% in OUBC;

• the estimated Total Acquisition Cost is S$1,061.2 million comprising the expected Purchase Consideration of S$1,034.0 million and Acquisition Fee payable in Units to the Manager of S$9.6 million and estimated debt and/or equity financing related costs, stamp duty, professional and other expenses related to the proposed Acquisition is S$17.6 million;

• the Purchase Consideration for the proposed Acquisition, the financing-related and Acquisition-related costs are funded through the following:

− issue of 393,305,817 Rights Units to Eligible Unitholders on the basis of 9 Rights Units for every 20 existing Units at the Rights Issue Price of S$0.555;

− debt/borrowings of approximately S$333.3 million;

− issuance of S$500.0 million of CPPUs with a preferred distribution of 1.0% per annum; and

− issuance of 13.2 million new Units as satisfaction of the Acquisition Fee of S$9.6 million to the Manager; and

• the proposed Acquisition is completed on 1 October 2015.

(B) Scenario B – Based on the acquisition of an 83.33% indirect interest in OUBC

Scenario B has been prepared based on the following assumptions:

• OUE C-REIT acquires a maximum indirect interest of 83.33% in OUBC;

• the estimated Total Acquisition Cost is S$1,178.3 million comprising the expected Purchase Consideration of S$1,148.8 million, Acquisition Fee payable in Units to the Manager of S$10.7 million and estimated debt and/or equity financing related costs, stamp duty, professional and other expenses related to the proposed Acquisition is S$18.8 million;

C-1 • the Purchase Consideration for the proposed Acquisition, the financing-related and Acquisition-related costs are funded through the following:

− issue of 393,305,817 Rights Units to Eligible Unitholders on the basis of 9 Rights Units for every 20 existing Units at the Rights Issue Price of S$0.555;

− debt/borrowings of approximately S$399.3 million;

− issuance of S$550.0 million of CPPUs with a preferred distribution of 1.0% per annum; and

− issuance of 14.7 million new Units as satisfaction of theAcquisition Fee of S$10.7 million to the Manager; and

• the proposed Acquisition is completed on 1 October 2015.

Forecast Statement of Total Return

Forecast Period (1 October 2015 – 31 December 2015) Enlarged Portfolio(1) Existing S$’000 Portfolio ScenarioA Scenario B Gross revenue 19,740 40,263 40,263 Propertyoperatingexpenses (5,259) (11,334) (11,334) Netpropertyincome 14,481 28,929 28,929 Other income 2,174 2,174 2,174 Amortisationofintangibleasset (1,047) (1,047) (1,047) Manager’smanagementfees (1,290) (2,293) (2,404) Trustee’s fee (75) (135) (140) Other expenses (408) (685) (685) Finance income 19 19 19 Finance cost (5,143) (11,850) (12,516) Net finance costs (5,124) (11,831) (12,497) Totalreturnfortheperiodbeforetax 8,711 15,112 14,330 Tax expense (1,084) (2,983) (2,983) Totalreturnfortheperiod 7,627 12,129 11,347 Attributable to: Unitholders 7,627 9,889 9,853 Non-controlling interest – 2,240 1,494 Totalreturnfortheperiod 7,627 12,129 11,347 Reconciliation from total return for the period to amount available for distribution to Unitholders TotalreturnattributabletoUnitholders 7,627 9,889 9,853 Distribution adjustments(2) 4,306 6,077 6,306 11,933 15,966 16,159 Distribution attributable to CPPU Holders(3) – (1,250) (1,375) Amountavailablefordistribution 11,933 14,716 14,784 Number of Units entitled to Distribution (’000) 878,774(4) 1,286,996(5) 1,288,615(6) Assuming CPPUs are not converted: DPU (cents) 1.36 1.14 1.15 DPUYield(annualised) 6.6%(7) 6.2%(8) 6.2%(8) DPU Yield based on Rights Issue Price (annualised) N/A 8.2% 8.2%

C-2 Notes:

(1) Enlarged Portfolio comprises Existing Portfolio and 75.0% indirect interest in OUBC and 83.33% indirect interest in OUBC under Scenario A and Scenario B respectively. (2) Distribution adjustments comprise non-tax deductible and other adjustments, mainly 100% of the Manager’s management base fee payable in Units, amortisation of intangible assets, amortisation of debt-related transaction costs, trustee’s fee, depreciation expense and deferred tax expense.

(3) Assumes the issuance of S$500.0 million and S$550.0 million of CPPUs with a preferred distribution of 1.0% per annum for Scenario A and Scenario B respectively. (4) Comprises 874.0 million Units issued as at the Latest Practicable Date and estimated 4.8 million Units to be issued in satisfaction of the Manager’s management base fee from the Latest Practicable Date to 31 December 2015. (5) Comprises 874.0 million Units issued as at the Latest Practicable Date and estimated 6.5 million Units to be issued in satisfaction of the Manager’s management base fee from the Latest Practicable Date to 31 December 2015, 13.2 million new Units to be issued in satisfaction of the Acquisition Fee payable to the Manager for the proposed Acquisition and 393.3 million new Units to be issued for the Rights Issue at the Rights Issue Price of S$0.555.

(6) Comprises 874.0 million Units issued as at the Latest Practicable Date and estimated 6.6 million Units to be issued in satisfaction of the Manager’s management base fee from the Latest Practicable Date to 31 December 2015, 14.7 million new Units to be issued in satisfaction of the Acquisition Fee payable to the Manager for the proposed Acquisition and 393.3 million new Units to be issued for the Rights Issue at the Rights Issue Price of S$0.555.

(7) Based on closing market price of S$0.815 per Unit as at the Latest Practicable Date.

(8) Based on TERP of S$0.731 per Unit.

1. Assumptions

The major assumptions made in preparing the Profit Forecast are set out below. The Manager considers these assumptions to be appropriate and reasonable at the date of this Circular.

1.1 Gross Revenue for the Properties

1.1.1 Gross Revenue

Gross revenue comprises the following:

(i) gross rental income which consist of base rental income, turnover rent and service fee income (“Gross Rental Income”);

(ii) other property related income derived from the properties; and

(iii) net of 5.65% business tax and surcharges for Lippo Plaza.

For the Existing Portfolio, the gross revenue is forecasted to be S$19.7 million for the Forecast Period for both scenarios.

The percentage of projected Gross Rental Income attributable to committed leases (including legally binding letters of offer which have been accepted) for the Existing Portfolio as at 31 March 2015 are estimated as follows:

Percentage of Gross Rental Income attributable to committed leases (%) Existing Portfolio OUE Bayfront 95.6% Lippo Plaza 92.2%

C-3 Following the expiry of a committed lease, the Manager has used the following process to forecast the gross rent for the period following such expiry:

(i) The Manager has assessed the market rent for each portion of lettable area as at 31 March 2015. The market rent is the rent which the Manager believes could be achieved if each lease was renegotiated as at 31 March 2015 and is estimated with reference to (a) gross rent payable pursuant to comparable leases for tenancies that have recently been negotiated, (b) the effect of competing retail and office properties, (c) assumed tenant retention rates on lease expiry, (d) likely market conditions, (e) inflation levels and (f) tenant demand levels.

(ii) If a committed lease expires in the Forecast Period, the Manager has assumed that the rental rates payable under the new lease (or lease renewal) will be the market rent, or the actual rent committed (if the lease agreement or letter of offer has been entered into).

For One Raffles Place, the gross revenue is forecasted to be S$20.5 million. The Manager has assumed the market rent, which the Manager believes could be achieved and is estimated with reference to (a) the effect of competing office and retail properties, (b) assumed tenant retention rates on lease expiry, (c) likely market conditions, (d) inflation levels and (e) tenant demand levels.

1.1.2 Vacancy Allowance

For leases expiring during the Forecast Period, where the actual vacancy period are already known pursuant to commitment to leases which are in place as at 31 March 2015, the actual vacancy periods have been used in the forecast.

For the leases expiring during the Forecast Period which are assumed not to be renewed, it has been assumed that these leases will experience a vacancy period of between 2.0 to 6.0 months for OUE Bayfront and Lippo Plaza and 6.0 months for One Raffles Place before rent becomes payable under a new lease.

1.1.3 Other Income earned from the Properties

Other income comprises car park revenue, and other income attributable to the operation of the Properties, including items such as license fees, profit rent, temporary air-conditioning and chilled water supply. The assessment of other income is based on existing agreements, historical income collections and the Manager’s assessment of the properties.

1.2 Property Operating Expenses

Property operating expenses consist of property-related taxes, property management fee, centre management fee and other property expenses (including operating and maintenance expenses, energy and utilities expenses and marketing expenses) relating to the properties. The assumptions made in calculating the property operating expense are set out below:

1.2.1 Property-related Taxes

Property-related taxes have been estimated based on the assumptions below:

(i) OUE Bayfront: property tax is payable at 10.0% of the annual value of the property and income support from OUE Limited.

C-4 (ii) Lippo Plaza: real estate tax will remain at 12.0% of the gross rental income and other income.

(iii) One Raffles Place: property tax is payable at 10.0% of the Manager’s estimate of the annual value of the Property.

1.2.2 Property Management Fee

For OUE Bayfront, the property manager is entitled to the following fees:

(i) 2.0% per annum of gross revenue in respect of property management services

(ii) 2.0% per annum of net property income (calculated before accounting for the property management fee in that financial period) in respect of property management services

(iii) 0.5% per annum of the net property income (calculated before accounting for the property management fee in that financial period) in respect of leasing management services

No property management fee is payable for Lippo Plaza and One Raffles Place.

1.2.3 Centre Management Fee

For each of Lippo Plaza and One Raffles Place, there is a team dedicated to the management of the property. Centre management fee relates to the salaries and related expenses to these dedicated teams. These expenses are estimated after taking into consideration the actual historical fees, and expected inflation.

1.2.4 Other property operating expenses

Operating and maintenance expenses relate to costs incurred for the upkeep of the properties, including cleaning, security, repair and maintenance, insurance as well as other general and administrative expenses. These expenses are estimated after taking into consideration the actual historical operating and maintenance costs, and expected inflation.

Energy and utilities costs are estimated based on the historical rates, expected rate increments and expected utilisation.

Marketing expenses relate to the costs incurred in marketing, advertising and promoting the properties. Such expenses are estimated after taking into consideration the actual historical expenses and expected inflation.

For Lippo Plaza and One Raffles Place, there is an additional leasing commission expense applicable to each new tenant leased up payable to the respective letting agent, for an amount of between 1.0 to 1.25 months of contracted rental income.

1.3 Other Income

Other income comprises income support relating to the top-up payments from the Sponsor. Under the deed of income support entered into with the Sponsor (“Deed of Income Support”), the Sponsor will provide income support to OUE C-REIT for a period of up to five years from 27 January 2014 in respect of OUE Bayfront. The income support is calculated

C-5 as the shortfall between the target gross rental income of OUE Bayfront in each quarter as set out in the Deed of Income Support and the actual gross rental income. The Manager has projected an income support amount of S$2.2 million for the Forecast Period.

1.4 Amortisation of Intangible Asset

Intangible asset represents the unamortised income support receivable by OUE C-REIT from the Sponsor pursuant to the Deed of Income Support as described in Section 1.3. The amortisation of the intangible asset represents the amortisation of the asset over its estimated useful life. The amortisation expense does not have impact on the amount available for distribution to Unitholders.

1.5 Manager’s Management Fees

The base fee is 0.3% per annum on the value of the gross assets of OUE C-REIT and the performance fee is 25.0% per annum of the difference in DPU in a financial year with the DPU in the preceding full financial year (calculated before accounting for the performance fee but after accounting for the base fee in each financial year) multiplied by the weighted average number of units in issue for such financial year. The Manager has opted to receive payment in Units for the Forecast Period.

The Manager has assumed that there is no performance fee payable for the financial year ending 31 December 2015.

1.6 Other Expenses

Other expenses include recurring operating expenses such as annual listing fees, auditing and tax advisers’ fees, registry fees, valuation costs, costs associated with the preparation and distribution of reports to Unitholders, investor communication costs, debt facility agent fees, credit rating maintenance fees, operating costs for OUE C-REIT Group and other miscellaneous expenses. These expenses are estimated after taking into consideration the actual historical operating costs, and expected inflation.

1.7 Finance Costs

As at the Latest Practicable Date, OUE C-REIT has put in the place the following secured facilities:

(i) term loan facilities with loan maturities of three to five years of S$580.0 million, comprising (a) a five-year term loan facility of S$280.0 million and (b) a three-year term loan facility of S$300.0 million,

(ii) revolving credit facility, comprising a three-year revolving credit facility of S$100.0 million, and

(iii) term loan facility for Lippo Plaza, with a loan maturity of three years of RMB248.9 million.

The Manager intends to put in place, on a secured basis, a senior term loan facility with loan maturity of three years of between S$333.3 million and S$399.3 million to finance the proposed Acquisition of the indirect interest in OUBC.

An existing S$370.0 million secured three-year senior term loan facility has been put in place in OUBC.

C-6 The Manager has also entered into derivative instruments of varying tenures to fix the interest that is payable under the current facilities. The Manager has assumed an average cost of debt of about 3.54% and 3.56% for the loans of OUE C-REIT Group, inclusive of the cost of derivative instruments, for Scenario A and B respectively.

1.8 Income Tax Expense

The following taxes have been taken into account in the Forecast Period:

(i) 17% tax on the net profit of OUBC;

(ii) 10% PRC withholding tax;

(iii) 25% PRC deferred tax; and

(iv) 25% PRC income tax.

1.9 Capital Expenditure

The table below sets out the projected capital expenditure for the properties which is projected based on the proposed asset enhancement works and the Manager’s estimated cost to be incurred for improvement works.

Year ending 31 December 2015 Capital Expenditure S$’000 OUE Bayfront 1,813 Lippo Plaza 4,725 Total 6,538

Forecast Period Capital Expenditure S$’000 One Raffles Place 5,000

Capital expenditure incurred is capitalised in investment properties and has no impact on net income or distribution income of OUE C-REIT.

1.10 Investment Properties

For the Forecast Period, it has been assumed that the valuation of the Existing Portfolio will remain unchanged from those as of 31 December 2014, except to the extent of the capital expenditure incurred as described in Section 1.9. It is assumed that the valuation of the OUBC Interest of S$1,734 million is based on the valuation as at 5 June 2015 except to the extent of the capital expenditure to be incurred as described in Section 1.9. These assumptions are made when estimating the value of the Deposited Property for the purposes of forecasting the base component of the asset management fees and Trustee’s fees.

C-7 1.11 Rights Issue

The Profit Forecast has been prepared based on the Rights Issue Price of S$0.555 per new Unit issued under the Rights Issue and on the assumption that the proceeds from the Rights Issue will be used to part finance the proposed Acquisition.

The costs associated with the Rights Issue are expected to be S$9.7 million and will be paid by OUE C-REIT on completion of the Rights Issue. These costs will be charged against Unitholders’ funds in OUE C-REIT’s statement of financial position and have no impact on its net income or distribution income.

1.12 Foreign Exchange Rates

The Manager has assumed the following exchange rates for the Profit Forecast:

ForeignExchangeRate ForecastPeriod Renminbi/SingaporeDollar 4.75

1.13 Accounting Standards

The Manager has assumed that there will be no change in the applicable accounting standards or other financial reporting requirements that may have a material effect on the forecast or projected net income. A summary of the significant accounting policies of OUE C-REIT may be found in the FY 2014 Audited Financial Statements.

1.14 Other Assumptions

The Manager has made the following additional assumptions in preparing the Profit Forecast:

(i) Other than the proposed Acquisition, OUE C-REIT’s property portfolio remains unchanged.

(ii) No new Units will be issued by OUE C-REIT other than the new Units proposed to be issued under the Rights Issue and new Units proposed to be issued in payment of the Acquisition Fees and base fees for the manager’s management fee.

(iii) There will be no material change to the taxation legislation or other legislation.

(iv) There will be no material change to the tax rulings previously obtained.

(v) All the lease agreements in relation to the properties are enforceable and will be performed in accordance with their terms during the Forecast Period.

(vi) All the credit facilities as described in section 1.7 are available for the Forecast Period.

(vii) Fair value of any derivative financial instruments are assumed to be unchanged over the Forecast Period.

(viii) 100.0% of OUE C-REIT’s amount available for distribution is distributed for the Forecast Period.

(ix) 100.0% of the base management and acquisition fees are paid to the Manager in Units.

C-8 2. Sensitivity Analysis for the Enlarged Portfolio

The Profit Forecast is based on a number of key assumptions that have been outlined earlier.

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

The sensitivity analysis below is intended as a guide only, and variation 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.

2.1 Gross Rental Income

Changes in the Gross Rental Income will impact the net property income of OUE C-REIT and, consequently, the DPU. The assumptions for Gross Rental Income have been set out earlier in this section. The effect of variation in the Gross Rental Income on the DPU is set out below:

DPU pursuant to changes in Gross Rental Income (cents) ScenarioA ScenarioB 5.0%abovebasecase 1.19 1.20 Basecase 1.14 1.15 5.0%belowbasecase 1.09 1.09

2.2 Property Operating Expenses

Changes in the property operating expenses will impact the net property income of OUE C-REIT and, consequently, the DPU. The assumptions for property operating expenses have been set out earlier in this section. The effect of variation in the property operating expenses on the DPU is set out below:

DPU pursuant to changes in Property Operating Expenses (cents) Scenario A Scenario B 5.0% above base case 1.11 1.11 Base case 1.14 1.15 5.0% below base case 1.18 1.18

C-9 2.3 Finance Costs

Changes in interest rates will impact the finance costs and net income of OUE C-REIT and consequently, the DPU. The effect of variation in finance costs on the DPU is set out below:

DPU pursuant to changes in Finance Costs (cents) ScenarioA ScenarioB 25 basis points increase in the applicable interest rate above base case 1.11 1.11 Base case 1.14 1.15 25 basis points decrease in the applicable interest rate below base case 1.18 1.19

2.4 Foreign Exchange Rates

Change in the foreign exchange rate for Renminbi to Singapore dollar will impact the amount available for distribution of OUE C-REIT and consequently, the DPU. The effect of variation in foreign exchange rates on the DPU is set out below:

DPU pursuant to changes in Foreign Exchange Rates (cents) ScenarioA ScenarioB 5.0%S$appreciation 1.13 1.14 Basecase 1.14 1.15 5.0%S$depreciation 1.16 1.16

2.5 Conversion of Convertibles Perpetual Preferred Units (“CPPUs”)

Conversion of the CPPUs will impact the number of Units in issue and consequently, the DPU. The effect of conversion of the CPPUs on the DPU is set out below based on the conversion price of S$0.841 per Unit at the beginning of the Forecast Period.

DPU pursuant to conversion of CPPUs (cents) ScenarioA ScenarioB Base case 1.14 1.15 Conversion of one-third of CPPUs(1) 1.02 1.01 Full conversion of CPPUs(2) 0.85 0.83

Notes:

(1) Assume one-third of the original amount of CPPUs are converted on 1 October 2015. The CPPU holder is entitled to ordinary distribution upon conversion of one-third of the CPPUs. The remaining two-third of the CPPUs are entitled to the preferred distribution.

(2) Assume CPPUs are all converted on 1 October 2015. The CPPU Holder is entitled to ordinary distribution upon conversion with no preferred distribution.

C-10 APPENDIXD

INDEPENDENTACCOUNTANTS’REPORTONTHEPROFITFORECAST

The Board of Directors OUE Commercial REIT Management Pte. Ltd. (in its capacity as Manager of OUE Commercial Real Estate Investment Trust) 50 Collyer Quay #04-08 OUE Bayfront Singapore 049321

DBS Trustee Limited (in its capacity as Trustee of OUE Commercial Real Estate Investment Trust) 12 Marina Boulevard Marina Bay Financial Centre Tower 3 Singapore 018982

1 July 2015

Dear Sirs

Letter from the Independent Accountants on the profit forecast for the period from 1 October 2015 to 31 December 2015

This letter has been prepared for inclusion in the circular of OUE Commercial Real Estate Investment Trust (“OUE C-REIT”) dated 1 July 2015 (the “Circular”) in connection with the proposed acquisition of an indirect interest in One Raffles Place.

The directors of OUE Commercial REIT Management Pte. Ltd. (the “Directors”) are responsible for the preparation and presentation of the forecast statement of total return of the OUE C-REIT and its subsidiaries (the “Group”) for the period from 1 October 2015 to 31 December 2015 (the “Profit Forecast”) as set out on pages C-2 and C-3 in Appendix C of the Circular, which has been prepared on the basis of the assumptions set out on pages C-3 to C-8 in Appendix C of the Circular (the “Assumptions”).

We have examined the Profit Forecast of the Group for the period from 1 October 2015 to 31 December 2015 as set out on pages C-2 and C-3 inAppendix C of the Circular in accordance with Singapore Standard on Assurance Engagements 3400 The Examination of Prospective Financial Information. The Directors are solely responsible for the Profit Forecast including the Assumptions set out on pages C-3 to C-8 in Appendix C of the Circular on which they are based.

Based on our examination of the evidence supporting the relevant Assumptions, nothing has come to our attention which causes us to believe that the Assumptions do not provide a reasonable basis for the Profit Forecast. Further, in our opinion the Profit Forecast, so far as the accounting policies and calculations are concerned, is properly prepared on the basis of the Assumptions, is consistent with the accounting policies normally adopted by OUE C-REIT, and is presented in accordance with the relevant presentation principles of Recommended Accounting Practice 7 Reporting Framework for Unit Trusts (but not all the required disclosures for the purpose of this letter) issued by the Institute of Singapore Chartered Accountants, which is the framework adopted by the Group in the preparation of its financial statements.

D-1 Events and circumstances frequently do not occur as expected. Even if the events anticipated under the hypothetical assumptions occur, actual results are still likely to be different from the Profit Forecast since other anticipated events frequently do not occur as expected and the variation may be material. The actual results may therefore differ materially from that forecast. For the reasons set out above, we do not express any opinion as to the possibility of achievement of the Profit Forecast.

Attention is drawn, in particular, to the sensitivity analysis of the Profit Forecast set out on pages C-9 and C-10 in Appendix C of the Circular.

Yours faithfully

KPMGLLP Public Accountants and Chartered Accountants Singapore

D-2 APPENDIXE

INDEPENDENTFINANCIALADVISER’SLETTER

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

1 July 2015

The Independent Directors and Audit and Risk Committee OUE Commercial REIT Management Pte. Ltd. (as manager of OUE Commercial Real Estate Investment Trust) 50 Collyer Quay #04-08 OUE Bayfront Singapore 049321

DBS Trustee Limited (as the trustee of OUE Commercial Real Estate Investment Trust) (The “Trustee”) 12 Marina Boulevard Marina Bay Financial Centre Tower 3 Singapore 018982

Dear Sirs

THEPROPOSEDACQUISITIONOFANINDIRECTINTERESTINONERAFFLESPLACEAND THEPROPOSEDCPPUISSUE

For the purpose of this letter, capitalised terms not otherwise defined shall have the meaning given to them in the circular dated 1 July 2015 to the unitholders of OUE Commercial Real Estate Investment Trust (the “Circular”).

1. INTRODUCTION

OUE Commercial Real Estate Investment Trust (“OUEC-REIT”) is a real estate investment trust listed on the Main Board of Singapore Exchange Securities Trading Limited (the “SGX-ST”). OUE C-REIT is established with the principal investment strategy of investing, directly or indirectly, in a portfolio of income-producing real estate used primarily for commercial purposes (including real estate used primarily for office and/or retail purposes) in financial and business hubs within and outside of Singapore, as well as real estate-related assets. OUE C-REIT is managed by OUE Commercial REIT Management Pte. Ltd. (the “Manager”), a wholly-owned subsidiary of OUE Limited (the “Sponsor”).

1.1. The Proposed Acquisition

The Manager of OUE C-REIT proposes to acquire an indirect interest in One Raffles Place (the “Property”) from the Sponsor through the acquisition of the entire issued share capital of Beacon Property Holdings Pte. Ltd. (“BPHPL”), which holds a percentage of the issued share capital in OUB Centre Limited (“OUBC”) (the “Proposed Acquisition”). The Property is an integrated commercial development comprising One Raffles Place Tower 1, One Raffles Place Tower 2 and One Raffles Place Shopping Mall, with approximately 860,000 sq feet (“sq ft”) of aggregate net lettable area (“NLA”). One Raffles Place Tower 1 was completed in 1986 and is one of the tallest buildings in the Singapore CBD. It comprises a 62-storey Grade-A office building with a rooftop restaurant and observation

E-1 deck. One Raffles Place Tower 2, which is a new tower completed in 2012, is a 38-storey Grade-A office building. It has been awarded the Platinum Green Mark Award by the Building and Construction Authority for its energy efficiency and environmentally sustainable design. One Raffles Place Shopping Mall is a six-storey retail podium that has undergone refurbishment works which were completed in May 2014. It is the largest purpose-built shopping mall in Raffles Place, accounting for about 10% of existing retail stock in the CBD1. Its basement level is seamlessly linked to the Raffles Place MRT interchange station via an underground pedestrian walkway. The Property has a total of 326 basement car park lots.

OUBC is the registered owner of the Property and it owns 81.54% of the beneficial interest in the Property for itself (the “OUBC Interest”), with the remaining 18.46% interest being held by OUBC on trust for an unrelated third party. The Sponsor and its wholly-owned subsidiary BPHPL collectively hold a 50.0% interest in OUBC. The remaining 50.0% interest is held by several third parties, including the Kuwait Investment Office (“KIO”), which holds a 33.33% interest in OUBC.

Pursuant to an agreement entered into between the Sponsor, BPHPL and KIO on 10 June 2015 in relation to KIO’s divestment of its 33.33% interest in OUBC (the “Framework Agreement”), BPHPL will acquire an additional interest in OUBC of a minimum of 25.0% and up to a maximum of 33.33%. This is because pursuant to the articles of association of OUBC, if a shareholder wishes to divest its shares (the “Divested Shares”), the remaining shareholders are entitled to acquire the Divested Shares pro rata in accordance with their existing shareholding. Upon KIO giving notice of its intention to dispose of its 33.33% interest, BPHPL would have a pro rata entitlement to acquire a 25.0% interest in OUBC2, bringing its total interest in OUBC to 75.0%. If the remaining shareholders do not exercise their entitlement to acquire the Divested Shares, then BPHPL would be able to acquire up to a maximum of 33.33% interest in OUBC2 bringing its total interest in OUBC to 83.33%. Therefore, the final purchase consideration shall be determined based on the amount of the OUBC shares to be acquired by BPHPL, which is between 75.0% to 83.33% of the OUBC shares (the “Purchase Consideration”).

Based on the acquisition of a 75.0% to 83.33% of OUBC Interest, OUE C-REIT shall acquire BPHPL for the expected Purchase Consideration of S$1,034.0 million to S$1,148.8 million, respectively. The expected Purchase Consideration assumes the Proposed Acquisition is completed on 1 October 2015, BPHPL Group’s expected net asset value (“NAV”) as at 30 September 2015 and the repayment of shareholder’s loan which shall be extended by the Sponsor to BPHPL for the acquisition of the Divested Shares, details of which are set out in Section 3.2.2 of this letter.

1.2. The Proposed Transactions

The Proposed Acquisition will be satisfied by a combination of debt and equity financing, including the proposed convertible perpetual preferred units issue (the “Proposed CPPU Issue”) and the proposed rights issue (the “Rights Issue”). The Proposed Acquisition, the CPPU Issue and the Rights Issue are collectively, the “Proposed Transactions”. The Sponsor, through its subsidiaries and the Manager, is regarded as “controlling Unitholder” of OUE C-REIT under the Listing Manual of the SGX-ST (the “Listing Manual”) and the Property Funds Appendix. In addition, as the Manager is a wholly-owned subsidiary of the Sponsor, the Sponsor is therefore regarded as a “controlling shareholder” of the Manager

1 Source: The independent market research report dated 24 April 2015 by DTZ Debenham Tie Leung (SEA) Pte Ltd. 2 BPHPL currently holds a 45.0% interest in OUBC. The Sponsor holds the remaining 5.0% interest in OUBC and will transfer such interest to BPHPL prior to completion of the Proposed Acquisition. Upon the transfer of the Sponsor’s 5.0% interest in OUBC to BPHPL, BPHPL would have (i) a pro rata entitlement to acquire a 25.0% interest in OUBC and (ii) the ability to acquire the maximum of 33.33% interest in OUBC.

E-2 under both the Listing Manual and the Property Funds Appendix. As the Sponsor is the vendor of BPHPL under the sale and purchase agreement (“SPA”), for the purposes of Chapter 9 of the Listing Manual and Paragraph 5 of the Property Funds Appendix, the Sponsor (being a “controlling Unitholder” and a “controlling shareholder” of the Manager) is (for the purposes of the Listing Manual) an “interested person” and (for the purposes of the Property Funds Appendix) as “interested party” of OUE C-REIT.

Therefore, the Proposed Acquisition will constitute an Interested Person Transaction under Chapter 9 of the Listing Manual, as well as an Interested Party Transaction under the Property Funds Appendix.

We, Deloitte & Touche Corporate Finance Pte Ltd (“DTCF”), have been appointed as independent financial adviser (“IFA”) to the Independent Directors, the Audit and Risk Committee and the Trustee in respect of whether the Proposed Acquisition and the Proposed CPPU Issue are on normal commercial terms and not prejudicial to the interests of OUE C-REIT and its minority Unitholders.

This letter, which sets out our evaluation for the Independent Directors and the Audit and Risk Committee in respect of this engagement, is an integral part of the Circular.

2. TERMSOFREFERENCE

Our responsibility is to provide our opinion in respect to the Proposed Acquisition and the Proposed CPPU Issue.

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

We do not, by this letter or otherwise, advise or form any judgement on the strategic or commercial merits or risks of the Proposed Transactions. All such evaluations, advice, judgements or comments remain the sole responsibility of the Directors and their advisors.

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 OUE C-REIT. We do not express any view as to the price at which the Units may trade upon completion of the Proposed Transactions nor on the future value, financial performance or condition of OUE C-REIT after the Proposed Transactions.

It is also not within our terms of reference to compare the merits of the Proposed Transactions to any alternative transactions that were or may have been available to OUE C-REIT. Such comparison and consideration remain the responsibility of the Directors and their advisors.

In the course of our evaluation, we have held discussions with the 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 management. 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 verified 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 verified and have assumed

E-3 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 OUE C-REIT or the Proposed Transactions. We have been furnished with the valuation reports for the Property prepared by Savills Valuation and Professional Services (S) Pte Ltd (“Savills”) and Cushman & Wakefield VHS Pte. Ltd. (“Cushman & Wakefield”) (collectively, 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 assets concerned 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-affirm 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. The Unitholders should take note of any announcements relevant to their considerations of the Proposed Transactions which may be released by OUE C-REIT after the Latest Practicable Date.

OUE C-REIT has been separately advised by its own legal advisor in the preparation of the Circular other than this letter. We have had no role or involvement and have not provided any advice whatsoever in the preparation, review and verification of the Circular other than this letter. Accordingly, we take no responsibility for, and express no views, whether express or implied, on the contents of the Circular except for this letter.

Our opinion in relation to the Proposed Acquisition and the Proposed CPPU Issue should be considered in the context of the entirety of this letter and Circular. While a copy of this letter may be reproduced in the Circular, OUE C-REIT 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 specific investment objectives, financial situation, tax position, risk profiles or unique needs and constraints of any Unitholder. As the Unitholders will have different investment objectives, we advise the Independent Directors to recommend that any Unitholder who may require specific advice in relation to his or her specific investment objectives or portfolio should consult his or her stockbroker, bank manager, solicitor, accountant, tax advisor or other professional advisors.

3. THE PROPOSED ACQUISITION AND THE CPPU ISSUE

3.1. Description of One Raffles Place

A detailed description of One Raffles Place is set out in Section 2.1 of the Letter to Unitholders in the Circular.

In overview, One Raffles Place is strategically located at the junction of Raffles Place and Chulia Street, in the heart of Singapore’s main financial district, Raffles Place. It is situated above the Raffles Place MRT station, and has a direct and seamless link to the Raffles

E-4 Place MRT interchange station via an underground pedestrian walkway. The Property is an integrated commercial development comprising One Raffles Place Tower 1, One Raffles Place Tower 2 and One Raffles Place Shopping Mall, with approximately 860,000 sq ft of aggregate NLA. One Raffles Place Tower 1 was completed in 1986 and is one of the tallest building in the Singapore CBD. It comprises a 62-storey Grade-A office building with a rooftop restaurant and observation deck. One Raffles Place Tower 2, which is a new tower completed in 2012, is a 38-storey Grade-A office building. One Raffles Place Shopping Mall is a six-storey retail podium that has undergone extensive refurbishment works which were completed in May 2014. Its basement level is seamlessly linked to the Raffles Place MRT interchange station via an underground pedestrian walkway. The Property has a total of 326 basement car park lots.

3.2. Key Terms of the Proposed Acquisition

3.2.1. Details of the Proposed Acquisition

Details of the Proposed Acquisition structure are set out in Section 2.1.2 of the Letter to Unitholders in the Circular. We recommend that the Independent Directors advise the Unitholders to read this section of the Circular carefully.

On 10 June 2015, the Trustee entered into conditional SPA with OUE to acquire the entire issued share capital of BPHPL. This was arrived at on a willing-buyer and willing-seller basis, taking into account the independent valuations of the Independent Valuers.

The principal terms of the SPA are set out in Section 2.1.6 of the Letter to Unitholders in the Circular.

3.2.2. The Purchase Consideration

The Purchase Consideration payable to the Sponsor in connection with the Proposed Acquisition shall be the NAV of BPHPL Group after taking into account the agreed value of S$1,715.0 million for the OUBC Interest (comprising 81.54% interest in the Property) and the shareholder’s loan to be repaid by BPHPL upon completion of the Proposed Acquisition. The Purchase Consideration shall be paid to the Sponsor in a combination of cash and CPPUs. The Purchase Consideration has been negotiated on a willing-buyer and willing-seller basis, after taking into account the independent valuations of the Independent Valuers.

The agreed value for 75.0% of the OUBC Interest is S$1,286.3 million and the agreed value for 83.33% of the OUBC Interest is S$1,429.2 million.

Assuming that:

(a) OUE C-REIT acquires BPHPL which owns a 75.0% interest in OUBC;

(b) the Proposed Acquisition is completed on 1 October 2015;

(c) based on the agreed value of S$1,286.3 million for the 75.0% indirect interest in OUBC; and

(d) BPHPL Group’s assumed NAV and the repayment of a shareholder’s loan which shall be extended by the Sponsor to BPHPL for the acquisition of the Divested Shares,

the expected Purchase Consideration shall be S$1,034.0 million.

E-5 Assuming that:

(a) OUE C-REIT acquires BPHPL which owns an 83.33% interest in OUBC;

(b) the Proposed Acquisition is completed on 1 October 2015;

(c) based on the agreed value of S$1,429.2 million for the 83.33% indirect interest in OUBC; and

(d) BPHPL Group’s assumed NAV and the repayment of a shareholder’s loan which shall be extended by the Sponsor to BPHPL for the acquisition of the Divested Shares,

the expected Purchase Consideration shall be S$1,148.8 million.

The expected Purchase Consideration shall be adjusted to reflect the actual NAV attributable to the controlling shareholder of the BPHPL Group on the date of the completion of the Proposed Acquisition.

We note that the Manager intends to finance all acquisition costs relating to the Proposed Acquisition (excluding the Acquisition Fee payable in Units) through a combination of debt and equity financing, including the Proposed CPPU Issue and the Rights Issue.

The table below sets out a summary of the method of financing as provided in Section 2.1.5 in the Letter to Unitholders of the Circular.

75.0% of the 83.33% of the S$’ million OUBC Interest OUBC Interest Sources CPPU Issue 500.0 550.0 Rights Issue 218.3 218.3 Debt/borrowings 333.3 399.3 IssueofAcquisitionFeeUnits 9.6 10.7

Total 1,061.2 1,178.3

Applications Acquisition of BPHPL including any repaymentofshareholder’sloan 1,034.0 1,148.8 Acquisition Fee 9.6 10.7 Transaction Costs 17.6 18.8

Total 1,061.2 1,178.3

3.2.3. The Proposed CPPU Issue

The Manager intends to issue up to S$550.0 million CPPUs to the Sponsor (or its nominees) as part payment of the Purchase Consideration. The key characteristics and the redemption review process of the CPPUs are set out in Section 2.3.1 and 2.3.2 of the Letter to Unitholders in the Circular, respectively. We recommend that the Independent Directors advise the Unitholders to read the section of the Circular carefully.

E-6 4. EVALUATION OF THE PROPOSED ACQUISITION AND THE PROPOSED CPPUISSUE

In reaching our recommendation in respect of the Proposed Acquisition and the Proposed CPPU Issue, we have given due consideration to the following factors:

(i) the rationale for and the benefits of the Proposed Acquisition and the Proposed CPPU Issue;

(ii) the valuations of OUBC Interest in One Raffles Place prepared by the Independent Valuers;

(iii) comparison with relevant past transactions in Singapore;

(iv) comparison with recent valuations of comparable properties in Singapore;

(v) terms of the CPPUs;

(vi) recent convertible financial instruments issued by Singapore listed real estate companies;

(vii) redemption review process of the CPPUs; and

(viii) pro forma financial effects of the Proposed Transactions.

4.1. The rationale for and the benefits of the Proposed Acquisition and the Proposed CPPU Issue

The Manager’s views of the key benefits of the Proposed Acquisition and the Proposed CPPU Issue are set out in Section 4 of the Letter to Unitholders in the Circular. We recommend that the Independent Directors advise the Unitholders to read this section of the Circular carefully.

We have reproduced below excerpts of this section in respect of the Proposed Acquisition and the Proposed CPPU Issue:

4.1 Acquisition of a majority interest in a landmark commercial property in the Singapore CBD

The proposed Acquisition represents a unique opportunity for OUE C-REIT to acquire a majority interest in One Raffles Place. It is expected to increase OUE C-REIT’s exposure to its core Singapore office market and the Property possesses the following competitive strengths arising from its positioning as a Grade-A commercial property;

(i) it is strategically located in the heart of Raffles Place, which is in the traditional financial and business hub within Singapore’s CBD. Raffles Place is perceived as the most accessible office location within the CBD, and is expected to remain as a focal point of the CBD even with the expansion of the Marina Bay precinct, with One Raffles Place’s strategic location being a strong pull-factor for existing and prospective tenants.

One Raffles Place is situated above and linked to the Raffles Place MRT interchange station, one of Singapore’s major MRT interchange stations, via underground pedestrian access through the basement of its retail podium which is also connected to a comprehensive underground network of pedestrian

E-7 walkways linking to other developments within Raffles Place as well as Marina Bay. The Property also enjoys enhanced accessibility to other parts of Singapore via its proximity to the Marina Coastal Expressway, the Central Expressway and the East Coast Parkway;

(ii) it is a prominent iconic development with Grade-A building specifications. One Raffles Place Tower 1 comprises a 62-storey office tower and is one of the tallest buildings in the CBD, with its upper levels enjoying a 360-degree panoramic view of the city. One Raffles Place Shopping Mall, a six-storey retail podium that has undergone refurbishment works recently, faces the entire length of the Raffles Place Park, within the very heart of Raffles Place. As the largest purpose-built shopping mall in Raffles Place, it offers a diverse range of shopping, dining and leisure options catering to the needs of the working population in the CBD. The main anchor tenants of One Raffles Place Shopping Mall include H&M, Uniqlo and other well-known local and international brand names such as Paris Baguette Café, The Hour Glass, Pandora and Tumi;

(iii) The two office towers offer quality and efficient column-free office space with regular floor plates. As a result, the Property enjoys an established blue-chip tenant base which include reputable banking, insurance, financial, information and technology, media and telecommunications companies and multi-national corporations (“MNCs”). Key tenants include Petrobras Singapore Pte Ltd, Alipay Singapore E-commerce Private Limited, Virgin Active Singapore Pte Ltd, Pramerica Investment Management (Singapore) Pte Ltd and China Merchant Bank Co. Ltd;

(iv) One Raffles Place Tower 2 has been accredited with the prestigious BCA Green Mark Platinum Certification for its environmentally sustainable features, and such accreditation is increasingly sought after by blue-chip tenants and MNCs when sourcing potential office space; and

(v) The Property is situated primarily on three land plots with three different tenures with remaining long land leases of about 812 years, 69 years and 67 years respectively, translating to a remaining weighted average land lease expiry (by value) of 435 years. The long land leases provide an attractive investment opportunity and the proposed Acquisition is expected to increase the remaining land lease expiry of OUE C-REIT, from its current remaining weighted average land lease expiry of approximately 72 years to 258 years, which is approximately 3.6 times from its current remaining weighted average land lease expiry.

E-8 Remaining Weighted Average Land Lease Expiry

258 Years

3.6x

72 Years

Existing Portfolio Enlarged Portfolio

4.2 Acquisition of a quality commercial property at an attractive price

While the proposed Acquisition is not immediately yield-accretive, it represents an opportunity for OUE C-REIT to acquire an interest in a quality commercial property in the prime Raffles Place area at an attractive price of S$2,382 per square foot (“psf”) compared to the transacted prices of Grade-A properties in the area, as illustrated in the following table1.

Remaining Date of Transacted Transacted Property Lease Transaction Price Price psf OUBC Interest2 Weighted In progress S$1,715.0 S$2,382 psf average of million 435 years Straits Trading 847years September S$450.0 S$2,830 psf Building 2014 million Prudential 80years May2014 S$512.0 S$2,316 psf Tower3 million OUEBayfront 92years January2014 S$1,005.0 S$2,498 psf million Hitachi Tower4 More than January 2013 S$660.0 S$2,374 psf 840 years million

1 Unless otherwise indicated, the information in the table is based on the information provided in the valuation report of the OUBC Interest by Cushman & Wakefield dated 9 June 2015.

2 This Is specific information provided by the Manager for the purpose of comparison. 3 Based on the sale of a 92.8% stake in Prudential Tower.

4 Based on the sale of a 51% stake in Hitachi Tower which valued the property at around S$660.0 million.

E-9 4.3 Favourable growth profile from potential increase in occupancy, positive rental reversion and limited new office supply in Raffles Place

According to the Independent Market Research Report, rents for Grade-A office buildings in Raffles Place, especially those which are well-located e.g. with direct access to the MRT station, are expected to be relatively resilient, given that there are no known premium and Grade-A office developments expected to be completed in the area from 2015 to 2018. In addition, existing Grade-A offices in Raffles Place are uniquely positioned, offering mainly mid-sized floor plates (typically at around 10,000 sq ft), compared with recent and future office developments that offer floor plates of 20,000 sq ft and above.

Many companies in Singapore continue to favour the CBD as a choice location, with Raffles Place widely regarded as the most established business location within the CBD. Offices with mid-sized floor plates in Raffles Place offer a strong value proposition to these companies. Coupled with the growing diversity of tenants in the CBD, the demand for mid-sized floor plates in Raffles Place is expected to remain relatively firm. Despite the development of Marina Bay, Raffles Place continues to be perceived as the most accessible location in the CBD. As at 1Q 2015, the Independent Market Research Consultant estimates the average office rent in Marina Bay to be 20% higher than that in Raffles Place, providing a strong value proposition for businesses to be located in Raffles Place.

Based on the Independent Market Research Report, the current office occupancy rate of One Raffles Place is estimated to be about 85.0% to 90.0%, as compared to the average occupancy rate for Grade-A offices in Raffles Place in 1Q 2015 of about 97.2%. Based on the above occupancy estimates, there is potential for One Raffles Place to increase its occupancy rate by about 7 to 12 percentage points to reach an occupancy level in line with the market.

Potential Upside in Occupancy

97.2% +7ppt (1) 90%

Estimated range { +12ppt 85%

Current Estimated Average Occupancy Rate Office Occupancy Rate for Grade-A offices in of the Property Raffles Place in 1Q 2015

Note:

(1) Ppt: percentage point.

E-10 Furthermore, the current office rent at One Raffles Place is estimated to be S$9.50 to S$10.00 psf per month, compared to the average rent for Grade-A offices in Raffles Place in 1Q 2015 of about S$11.50 psf per month. Based on the above rent estimates, OUE C-REIT can potentially achieve positive rental reversion to market rents of between 15% to 21%.

Potential Upside in Office Rents

S$ psf per month 11.50 +15%

10.00

Estimated range { +21%

9.50

Current Estimated Average Rent for Grade-A Office Rent of the offices in Raffles Place Property in 1Q 2015

4.4 Achievement of transformational scale for OUE C-REIT through the proposed Acquisition which will significantly enlarge the size of its portfolio and strengthen its competitive position in Singapore

Following the completion of the proposed Acquisition, OUE C-REIT’s assets-under- management (“AUM”) is expected to increase from S$1,630.6 million (as at 31 December 2014) to S$3,364.6 million, representing an increase of 106.3%.

The larger asset base post-Acquisition is expected to enhance OUE C-REIT’s overall capital management flexibility. With a larger asset base, OUE C-REIT will have greater debt headroom before reaching the aggregate leverage limit under the Property Funds Appendix (which is with reference to OUE C-REIT’s Deposited Property). A larger asset base will also support more equity issuances by OUE C-REIT in future. These will, in turn, facilitate future acquisitions and asset enhancement initiatives to be undertaken by OUE C-REIT.

Further, the proposed Acquisition is expected to increase OUE C-REIT’s proportion of Singapore AUM from 69.6% to 85.3%, as well as increase the total net lettable area of OUE C-REIT’s asset portfolio from approximately 825,000 sq ft to 1,545,000 sq ft, thereby enlarging OUE C-REIT’s footprint within the Singapore CBD and strengthening its competitive position as a landlord in the Singapore office market.

E-11 Proportion of Singapore Assets under Management

Existing Portfolio Enlarged Portfolio (OUBC Interest)

14.7% 30.4%

69.6% 85.3%

Singapore AUM Overseas AUM

4.5 Enhanced portfolio diversification and resilience, as well as reduced asset concentration risk

The proposed Acquisition is expected to benefit Unitholders by enhancing the diversification and resilience of the Existing Portfolio through the following ways:

(i) Increasing OUE C-REIT’s gross revenue contribution denominated in Singapore dollars

The proposed Acquisition is expected to increase the gross revenue contribution denominated in Singapore dollars, and in turn reduce the impact of foreign exchange fluctuations on OUE C-REIT’s total distributable income. Post-Acquisition, the proportion of gross revenue received by OUE C-REIT denominated in Singapore dollars is expected to increase from 68.5% to 82.3% and 83.1% in the Forecast Period after the completion of the proposed Acquisition of 75.0% and 83.33% indirect interest in OUBC, respectively.

Proportion of Portfolio Gross Revenue Contribution denominated in Singapore dollars(1)

Enlarged Portfolio Enlarged Portfolio Existing Portfolio (75.0% indirect interest in (83.33% indirect interest in OUBC) OUBC)

17.7% 16.9% 31.5%

68.5% 82.3% 83.1%

Gross revenue denominated in Gross revenue denominated Singapore dollars in foreign currency

Note:

(1) For the Forecast Period from 1 October 2015 to 31 December 2015.

E-12 (ii) Reducing the concentration risk of OUE C-REIT’s income stream from any single property

The proposed Acquisition is expected to enhance OUE C-REIT’s income diversification and reduce its asset concentration risk. No single property is expected to account for more than 43.8% to 46.4% of OUE C-REIT’s gross revenue, after the completion of the proposed Acquisition of 75.0% and 83.33% indirect interest in OUBC, respectively, compared to 68.5% before the proposed Acquisition.

Portfolio Gross Revenue Contribution by Property(1)

Enlarged Portfolio Enlarged Portfolio Existing Portfolio (75.0% indirect interest in (83.33% indirect interest in OUBC) OUBC)

31.5% 38.5% 36.7% 43.8% 46.4%

68.5% 16.9% 17.7%

OUE Bayfront Lippo Plaza Proposed Acquisition

Note:

(1) For the Forecast Period from 1 October 2015 to 31 December 2015.

(iii) Enhancing the quality of OUE C-REIT’s tenant base The proposed Acquisition is expected to enhance the quality of OUE C-REIT’s tenant base, with the addition of several established MNCs which include Petrobras Singapore Pte Ltd, Alipay Singapore E-commerce Private Limited, Virgin Active Singapore Pte Ltd, Pramerica Investment Management (Singapore) Pte Ltd and China Merchant Bank Co. Ltd, thereby adding to OUE C-REIT’s existing core of blue chip tenants. The stronger and more diverse tenant base is also expected to improve the resilience of OUE C-REIT’s cashflows.

4.6 Strong support from the Sponsor through the proposed CPPU Issue and its take-up of the pro rata stake in the Rights Issue The proposed Acquisition is in line with the Sponsor’s commitment to OUE C-REIT at the time of its initial public offering, when the Sponsor granted a right of first refusal to OUE C-REIT for its potential future acquisitions of income-producing real estate used primarily for commercial purposes. The proposed issuance of the CPPUs to the Sponsor as part payment for the proposed Acquisition and its undertaking to procure the Subscribing Entities to take up their full pro rata stake in the Rights Issue will further align the interests of the Sponsor with that of OUE C-REIT and its Unitholders. This also demonstrates the Sponsor’s commitment to support OUE C-REIT’s acquisition growth strategy. Specifically, the Sponsor’s commitment to take up the CPPUs and to procure the Subscribing Entities’ take-up of their pro rata stake in the Rights Issue, demonstrates its long-term commitment to grow OUE C-REIT into an efficient platform for holding commercial properties, with both the Sponsor and the Manager being incentivised to maximise distributions to Unitholders. The strong

E-13 support of the Sponsor for the proposed Transactions also reflects its confidence in the growth prospects in One Raffles Place, underlining its importance as a key asset in OUE C-REIT’s portfolio.

4.7 Increased market capitalisation and potential increased liquidity through the Rights Issue To part finance the proposed Acquisition, up to 393,305,817 new Units will be issued under the Rights Issue. As at the Latest Practicable Date, the new Units will constitute 45.0% of the Units in issue. The issue of the new Units is expected to increase the market capitalisation of OUE C-REIT and may facilitate improvement in the trading liquidity of Units on the SGX-ST. The Manager believes that the increased market capitalisation and liquidity would provide OUE C-REIT with increased visibility within the investment community.

4.8 Diversification of sources of funding The proposed CPPU issue enables the Manager to widen the pool of capital available to OUE C-REIT and enhances its financial flexibility. The CPPUs will be treated as equity of OUE C-REIT and not as borrowings or deferred payments under the Property Funds Appendix. Therefore, the proposed CPPU Issue will not increase OUE C-REIT’s aggregate leverage and refinancing risk. Assuming that OUE C-REIT acquires the maximum 83.33% indirect interest in OUBC, its pro forma aggregate leverage is expected to be 41.9%1. In addition, the Manager has the option but not the obligation to redeem the CPPUs. In this regard, there is no refinancing risk arising from the proposed CPPU Issue as the CPPU Holder does not have the right to procure the Manager to redeem the CPPUs.

4.9 Future ordinary equity injection into OUE C-REIT at a premium to the TERP through the conversion of the CPPUs The CPPUs are convertible at a premium of 15.0% above the TERP into ordinary Units after the expiry of the four-year restriction period. In order to ensure an orderly conversion of the CPPUs, not more than one-third of the CPPUs initially issued shall be converted in any one year. If the CPPUs are converted, this will allow OUE C-REIT to issue ordinary equity at a premium to the TERP at announcement of the Rights Issue.

1 OUE C-REIT’s pro forma aggregate leverage is expected to be 40.9% if it acquires the minimum 75.0% indirect interest in OUBC.

E-14 4.2. The valuations of OUBC Interest in One Raffles Place prepared by the Independent Valuers The Trustee has commissioned an independent valuer, Savills and the Manager had commissioned an independent valuer, Cushman & Wakefield, to value the OUBC Interest. The appraised value ascribed by the Independent Valuers in respect of the OUBC Interest are summarised in the table below:

Valuation/ Consideration (S$ million) Savills 1,734.0 Cushman & Wakefield 1,733.0 Agreed value for the OUBC Interest 1,715.0 Agreed value for the OUBC Interest – 75.0% interest in OUBC 1,286.3 – 83.33% interest in OUBC 1,429.2 Expected Purchase Consideration for OUBC Interest1 – 75.0% interest in OUBC 1,034.0 – 83.33% interest in OUBC 1,148.8

Notes:

(1) The expected Purchase Consideration assumes the Proposed Acquisition is completed on 1 October 2015, BPHPL Group’s expected NAV as at 30 September 2015 and repayment of shareholders’ loan which shall be extended by the Sponsor to BPHPL for the acquisition of the Divested Shares, details of which are set out in Section 3.2.2 of this letter.

The salient points we highlight from the Valuation Certificates are as follows:

(i) the basis of valuation used is “Market Value”;

(ii) the relevant date for the valuations undertaken by the Savills is 5 June 2015 and the relevant date for the valuations undertake by Cushman & Wakefield is 5 June 2015;

(iii) the Independent Valuers arrived at their valuations by considering the income capitalisation approach and market comparison method. Both approaches are widely accepted methods for the purpose of valuing income producing properties;

(iv) the Independent Valuers arrived at their valuations by relying on, inter alia, assumptions set out in the Valuation Certificates and their valuation reports; and

(v) the agreed value for the OUBC Interest of S$1,715.0 million is lower than the market value of S$1,734.0 million and S$1,733.0 million valued by Savills and Cushman & Wakefield, respectively. The difference between the two independent valuations is S$1.0 million (or 0.06%).

Further, we note that the market value of One Raffles Place attributable to OUBC as at 31 December 2014 based on information disclosed in the annual report of OUE Limited for the financial year ended 31 December 2014 is S$1,737.0 million.

E-15 We have set out below the capitalisation rates used by the Independent Valuers in the income capitalisation approach. We note that both the Independent Valuers have used similar rates for a significant component of the property including Tower 1 and Tower 2 Office valuation.

Savills – assumptions used for income capitalisation approach

Capitalisation Rate (%) Tower 1 – Office 3.75 Tower 1 – F&B 4.25 Tower 2 4.25 841-Year Leasehold Retail Podium 4.50 99-Year Leasehold Retail Podium 5.00

Cushman & Wakefield – assumptions used for income capitalisation approach

Capitalisation Rate (%) Tower 1 – Office/Retail 3.75 Tower 2 – Office/Retail 3.95 841-Year Leasehold Shopping Mall 5.00 99-Year Leasehold Shopping Mall 5.25

We have also set out below the capitalisation rates used for the purpose of valuation of selected comparable commercial properties held by Singapore listed REITs.

Lease Tenure Market (Years to Value Capitalisation PropertyName Location Expiry) (S$ million) Rate (%) OUE Bayfront & OUETower CollyerQuay 92 1,135 3.75 SixBatteryRoad BatteryRoad 810 1,330 3.75 OneGeorgeStreet GeorgeStreet 87 975 3.85 HSBCBuilding CollyerQuay 835 450 3.85

Sources: Annual reports of OUE C-REIT & CapitaLand Commercial Trust as at 31 December 2014.

4.3. Comparison with relevant past transactions in Singapore

We have identified a list of recent transactions that took place in Singapore for the period from 1 January 2013 to the Latest Practicable Date for which information is publicly available and extracted the relevant information from similar commercial properties transactions in Singapore (“Comparable Transactions”) in order to compare the price per NLA of One Raffles Place with the Comparable Transactions.

E-16 The information in the table below is for illustration purposes only. The commercial properties which are the subjects of the Comparable Transactions differ from One Raffles Place in terms of property size and design, property age, location, accessibility, land title, tenure, revenue mix, market risks, future prospects, operating history, branding and other relevant criteria. There is no property under the Comparable Transactions which may be considered identical to One Raffles Place in terms of the abovementioned factors.

For the above reasons, while the Comparable Transactions taken as a whole may provide a broad and indicative benchmark for assessing the Proposed Acquisition, care has to be taken in the selection and use of any individual data point for the same purpose.

Lease Tenure Price/ Transaction (Years to Price NLA NLA Property Location Date Expiry) (S$ million) (sq ft ’000) (S$ psf) 1 Raffles One Raffles Place 2015 67 – 8121 1,7152 720 2,382 Place

12 Marina MBFC Tower 33 Sep-14 92 1,248 447 2,790 Boulevard Straits Trading 9 Battery Sep-14 N.M.4 450 159 2,830 Building Road 72 Anson Anson House Jul-14 82 172 76 2,252 Road EquityPlaza 20CecilSt Jun-14 74 550 252 2,181 PrudentialTower 30CecilSt May-14 81 512 221 2,316 50 Collyer OUE Bayfront Jan-14 92 1,005 402 2,498 Quay 108 Robinson Finexis Building5 Jan-14 Freehold 124 54 2,300 Road 39 Robinson Robinson Point Jun-13 Freehold 349 135 2,580 Road 16 Collyer 16 Collyer Quay5 Jan-13 N.A.6 660 278 2,374 Quay High 2,830 Low 2,181

Sources: Annual report, company announcements, circulars and press releases. Notes:

(1) The Property comprised Tower 1 leasehold of 812 years remaining, Tower 2 leasehold of 67 years remaining, 99-Year leasehold retail podium of 70 years remaining and 841-Year leasehold retail podium of 812 years remaining.

(2) S$1,715 million is the agreed value of the OUBC Interest.

(3) This transaction refers to an acquisition of 30% interest in MBFC Tower 3 by Keppel REIT.

(4) N.M. Straits Trading Building resides on parcels of land of varying lease tenure, which are not publicly disclosed. (5) Based on 100% interest in the properties.

(6) N.A. has a 999-year leasehold, but the remaining lease tenure is not publicly disclosed.

E-17 Based on the table above, we highlight the comparison between the implied value per NLA of One Raffles Place of S$2,382 psf and the price or NLA of the Comparable Transactions that are located in the Singapore CBD:

(i) the implied price per NLA of One Raffles Place is lower than the price per NLA of Straits Trading Building and Robinson Point of S$2,830 psf and S$2,580 psf, respectively; and

(ii) the implied price per NLA of One Raffles Place is higher than the price per NLA of Equity Plaza, Anson House, Finexis Building, Prudential Tower and 16 Collyer Quay of S$2,181 psf, S$2,252 psf, S$2,300 psf, S$2,316 psf and S$2,374 psf, respectively.

4.4. Comparison with recent valuations of comparable properties in Singapore

We have compiled information that is publicly available in respect of the recent valuations of commercial properties (the “Comparable Properties”) in Singapore in order to provide benchmarks for the net property income (“NPI”) yield and value per NLA implied by the One Raffles Place Interest Purchase Consideration. The comparison can serve as an illustrative guide only and must be caveated by the knowledge that One Raffles Place differs from the Comparable Properties in many aspects, such as location, accessibility, profile, proximity to major venues and/or attractions, outstanding lease tenure and other relevant factors.

Lease Tenure Market Attributable NPI Value (Years to Value NLA NPI Yield /NLA Property Name Location Expiry) (S$ million) (sq ft ’000) (S$ million) (%) (S$ psf) One Raffles Raffles 67 – 8121 1,7152 720 583 3.43 2,382 Place Place

Bugis Junction Victoria 74 527 245 16 3.1 2,151 Towers Street Ocean Financial Collyer 96 2,560 885 130 – 2,894 Centre4 Quay OUE Bayfront & 92 OUE Tower5 Collyer OUELinkQuay 10 1,135 403 45 – 2,819 Underpass 86 Temasek Suntec City6 73 5,202 2,249 173 3.3 2,314 Boulevard One Raffles Raffles 85 1,228 445 30 2.4 2,762 Quay7 Quay Marina Bay Financial Centre Marina Tower 1 and 2 89 1,641 581 599 – 2,823 Boulevard and Marina Bay Link8 Six Battery Battery 810 1,330 494 51 3.9 2,691 Road Road One George George 87 975 447 40 4.1 2,179 Street Street

E-18 Lease Tenure Market Attributable NPI Value (Years to Value NLA NPI Yield /NLA Property Name Location Expiry) (S$ million) (sq ft ’000) (S$ million) (%) (S$ psf) Market CapitaGreen 58 1,526 702 N.A.10 N.A.10 2,174 Street Collyer HSBC Building 835 450 200 20 4.5 2,245 Quay High 4.5 2,894 Low 2.4 2,151 Average 3.6 Median 3.6

Sources: Annual reports of respective REITs listed in SGX-ST and respective REITs presentations Notes:

(1) The Property comprised Tower 1 leasehold of 812 years remaining, Tower 2 leasehold of 67 years remaining, 99-Year leasehold retail podium of 70 years remaining and 841-Year leasehold retail podium of 812 years remaining.

(2) S$1,715 million is the agreed value of the OUBC Interest.

(3) Net property income and NPI yield computation is based on annualising the management’s forecast presentation provided in Appendix C of the Circular.

(4) Net property income of S$129.6 million (rounded up to S$130.0 million) which implies a yield of 5.1% consists of S$82.7 million of income contribution and S$46.9 million of rental support. As the property has rental support, the NPI yield is not comparable for the purpose of this analysis. (5) Net property income of S$45.0 million consists of S$37.1 million of income contribution and S$7.9 million of rental support. As the property has rental support, the NPI yield is not comparable for the purpose of this analysis. (6) Market value of S$5,202 million includes the market value of a 60.8% interest in Suntec Singapore from Suntec REIT. (7) Keppel REIT and Suntec REIT each has a one-third interest in . The figures represent each of the one-third interest respectively.

(8) Keppel REIT has a one-third interest in Marina Bay Financial Towers 1 & 2 and the Marina Bay Link Mall. The NPI yield of 3.6% is based on NPI which includes income support and hence not comparable.

(9) S$58.5 million include $1.4 million of rental support.

(10) N.A. refers to not available.

Based on the table above, we note the following:

(i) the implied NPI yield of One Raffles Place of 3.4% is within the range of NPI yields of 2.4% to 4.5% of the Comparable Properties. As stated in section 4.3 of the Letter to Unitholders in the Circular, One Raffles Place could achieve potential NPI growth from increase in occupancy, potential positive rental reversion, and limited new office supply in Raffles Place. This may enhance NPI yield of 3.4% stated above.

(ii) the implied value per NLA of One Raffles Place is lower than the value per NLA of , One Raffles Quay and and of S$2,894 psf, S$2,762 psf and S$2,691 psf, respectively.

(iii) the implied value per NLA of One Raffles Place is higher than the value per NLA of, , and HSBC Building of S$2,314 psf, S$2,179 psf and S$2,245 psf, respectively.

E-19 4.5. Terms of the CPPUs

We note that the CPPU is a structured instrument, incorporating terms which are specific to the Proposed Transactions and the positions of the parties. Therefore, it is important that the Unitholders fully understand the principal terms of the CPPUs. We highlight the following as key terms:

(i) KPMG LLP, as the auditors of OUE C-REIT, has confirmed that the CPPUs will be classified as equity securities under the Financial Reporting Standards 32;

(ii) that the CPPUs will be treated as equity subject to the approval and confirmation being received by OUE C-REIT from Inland Revenue Authority of Singapore;

(iii) The CPPU Holders are entitled to receive a distribution (the “CPPU Distribution”) of an amount equivalent to 1.0% per annum of the issue price of each CPPU;

(iv) The CPPUs are convertible by the CPPU Holders after a Restriction Period of four years commencing from the date of issuance of the CPPUs, provided that the number of CPPUs converted in any one year shall not exceed one-third of the total number of CPPUs initially issued to the CPPU Holder;

(v) During the Restriction Period, the CPPU Holders shall not be entitled to exercise their Conversion Right when the Manager exercises its right to redeem any of the CPPUs;

(vi) The conversion price shall be an amount equivalent to a premium of 15.0% above the theoretical ex-rights price (“TERP”) per Unit in relation to the Rights Issue;

(vii) In the event that both a conversion notice as well as a redemption notice are issued at the same time, the conversion notice shall prevail;

(viii) The CPPU Distribution is discretionary and non-cumulative;

(ix) While the distribution is declared at the discretion of the Manager, in the event that any distribution is not declared in full for any reason in respect of any distribution period, OUE C-REIT shall not, and shall procure that the subsidiaries of the OUE C-REIT shall not, in respect of the same period:

(a) declare or pay any distributions in respect of, or repurchase or redeem, any Units or any other securities, or ownership interests of the OUE C-REIT ranking pari passu with or junior to the CPPUs; and

(b) contribute any moneys to a sinking fund for the payment of any distributions in respect of, or for the redemption or repurchase of, any such Units, or any other securities or ownership interests,

except where required pursuant to under any relevant laws, regulations and guidelines; and

(x) In the event of liquidation, the CPPUs shall rank junior to all debt of OUE C-REIT and any securities or ownership interests and all obligations of OUE C-REIT that are expressed to rank senior to the CPPUs; and senior to the Units.

Please refer to Section 2.3.1 of the Letter to Unitholders in the Circular for detailed key characteristics of the CPPUs.

E-20 4.6. Recent convertible financial instruments issued by Singapore listed real estate companies

We have compiled the following information in respect of convertible and perpetual financial instruments issued by select Singapore listed real estate companies. We also added Fraser Commercial Trust issuance of SeriesACPPU issued in 2009 and Starhill Global REIT CPUs (Convertible Preferred Units) issuance in 2010 for comparison purposes. We note that the convertible and perpetual financial instruments, comprising convertible bonds, perpetual bonds, and convertible preferred units, differ in some features from those of the CPPUs, which is usual for structured instruments.

Restriction on Amount Conversion Yield to Conversion Conversion Issued Term1 from Date of Coupon2 Maturity Price3 Premium3 Issuer Name Type (S$ million) (Years) Issue Date Issuance (%) (%) (S$) (%) OUE C-REIT CPPU 500.0 – 550.0 Perpetual 2015 4 years 1.00 15.0% CapitaLand Ltd 17 October Convertible 800.0 10.0 90 days4 1.95 1.14 4.212 34.2% (“CapitaLand”) 2013 CapitaLand Convertible 650.0 7.0 19 June 2013 90 days4 1.85 2.25 5.000 32.6%5 E-21 18 March Suntec REIT (“Suntec”) Convertible 280.0 5.0 60 days6 1.40 1.19 2.154 22.0% 2013 Ascendas Real Estate 26 March Investment Trust Convertible 300.0 7.0 41 days 1.60 1.63 2.450 26.3% 2010 (“A-REIT”)7 CapitaLand Commercial 18 March Convertible 225.0 5.0 41 days 2.70 1.98 1.356 19.8% Trust (“CCT”) 2010 Starhill Global REIT CPU 173.3 7.0 28 June 2010 3 years 5.65 5.65 0.794 30.0% (“Starhill”) Frasers Commercial 26 August CPPU 342.5 Perpetual 3 years 5.50 5.50 1.185 35.0% Trust (“FCOT”)8 2009 FCL Treasury Pte Ltd 09 March Perpetual 700.0 Perpetual N.A.10 5.00 4.99 N.A.10 N.A.10 (“FCL”)9 2015 Ascott Residence Trust 27 October Perpetual 150.0 Perpetual N.A.10 5.00 5.17 N.A.10 N.A.10 (“Ascott”) 2014 Restriction on Amount Conversion Yield to Conversion Conversion Issued Term1 from Date of Coupon2 Maturity Price3 Premium3 Issuer Name Type (S$ million) (Years) Issue Date Issuance (%) (%) (S$) (%) FCL Treasury Pte Ltd 24 September Perpetual 600.0 Perpetual N.A.10 4.88 4.99 N.A.10 N.A.10 (“FCL”) 2014 GLL IHT Pte Ltd (“GLL”) Perpetual 200.0 Perpetual 27 May 2013 N.A.10 4.70 6.48 N.A.10 N.A.10

Source: Announcements of the respective securities offering and Bloomberg. Notes:

(1) Total term of the convertible and perpetual securities. (2) Aside from Starhill, whereas the coupon is calculated in Malaysian Ringgit (“RM”), other selected securities’ coupon or distribution (as the case may be) is calculated in S$. Accordingly, in the event of a depreciation of the RM versus the S$, the percentage distribution in respect of the CPPUs will be lower and vice versa. (3) In the case of Suntec, CCT and A-REIT, the conversion price is determined on the date of announcement of the convertible issue by the companies, and the conversion premium was calculated by using the 5-day VWAP immediately prior to the date of issuance of the instruments. In case of FCOT CPPUs and Starhill CPUs,

E-22 the conversion premium was provided in the offer documents as 35.0% and 30.0%, respectively. (4) The circular provides that the instrument can be converted 41 days after the date of issue. However, “Subscription and Sale” terms restrict any issue of shares for a period of 90 days from issuance. (5) The premium was based on the closing price of the shares quoted on the SGX-ST on 20 May 2013 as stated in the announcement dated 21 May 2013. (6) The circular provides that the instrument can be converted 41 days after the date of issue. However, “Subscription and Sale” terms restrict any issue of shares for a period of 60 days from issuance. (7) The S$300,000,000 1.60% Exchangeable Collateralised Securities (“ECS”) due 2019 was issued by Ruby Assets Pte. Ltd., in which the ECS are exchangeable by holders of the ECS into fully paid units representing undivided interests in A-REIT. (8) Refers to the convertible perpetual preferred units issued by FCOT to Orrick Investments Pte Ltd (or its nominees) to satisfy the purchase consideration in respect of FCOT acquisition of a 99-year leasehold interest in Alexandra Technopark in 2009. In this case, the coupon has been assumed as the yield to maturity. (9) FCL Treasury is a wholly-owned subsidiary of Frasers Centrepoint Limited. (10) N.A. refers to not applicable. In reviewing the information above, we note the following:

(i) the distribution on the CPPUs of 1.0% is below both the yield-to-maturity and the coupon rate of the selected convertible and perpetual financial instruments;

(ii) the premium on conversion of the CPPUs (a premium of 15.0% above the TERP in relation to the Rights Issue) is below the range of the convertible bonds issued by CCT (at 19.8%) and by CapitaLand (at 32.6%);

(iii) the Restriction Period of four years commencing from the date of the issuance of the CPPUs is higher than that of FCOT CPPUs and Starhill CPUs which have a restriction period of three years and higher than all other selected convertible and perpetual instruments;

(iv) the Manager has the option but not the obligation to redeem the CPPUs at the principal amount similar to the terms of FCOT CPPU and Starhill CPU;

(v) post four years the CPPU conversion is further restricted to only one-third of the CPPUs initially issued in any one year which is not the case in any of the above selected convertible and perpetual financial instruments presented above; and

(vi) There is no restriction on the number of units that can be redeemed in a financial year, hence giving the Manager the flexibility to redeem based on the outcome of the redemption review process.

As stated in Section 4.5 of this letter, the CPPU is a structured instrument, incorporating terms which are specific to the Proposed Transactions and the positions of the parties. The structure is intended for the Sponsor to provide funding support for OUE C-REIT in the near-term as the REIT seeks to grow NPI through positive rental reversion and increase in occupancy. The proposed issuance of the CPPUs to the Sponsor as part payment for the Proposed Acquisition demonstrates the Sponsor’s commitment to support OUE C-REIT’s acquisition growth strategy and reflects the Sponsors’ confidence in the growth prospects in One Raffles Place.

We also wish to highlight that the pricing of convertible instruments is influenced by many factors including the market capitalisation, size of operations, composition of business activities, asset base, geographical spread, track record, financial performance, operating and financial leverage, risk profile, liquidity, future prospects and other relevant criteria of the issuer. As a result, any comparisons drawn can serve only as an illustrative guide.

4.7. Redemption review process of the CPPUs

We wish to highlight that, in relation to the redemption of the CPPUs, the Manager intends to put in place a redemption review process following the issuance of the CPPUs. The Manager will, on a semi-annual basis in every financial year after the issuance of the CPPUs, prepare an internal report as to whether to redeem the CPPUs, taking into account relevant funding costs, market conditions, benefits and risks of redemption.

The internal report shall set out the factors taken into consideration by the Manager as well as the financial conditions of OUE C-REIT and such other information as the Manager may consider necessary for the consideration of the Audit and Risk Committee of the Manager.

E-23 The Audit and Risk Committee will then review the internal report, deliberate and decide if OUE C-REIT should redeem any CPPUs, taking into consideration the best interest of OUE C-REIT and its minority Unitholders. Any member of the Audit and Risk Committee who is a non-Independent Director shall abstain from voting on any resolution relating to the redemption of the CPPUs at the meeting of the Audit and Risk Committee.

Under Clause 5.1.4 of the Trust Deed, the Manager has the power to issue further CPPUs of the same class with the CPPUs already issued.

4.8. Pro forma financial effects of the Proposed Transactions

The pro forma financial effects of the Proposed Transactions are set out in Section 6 of the Letter to Unitholders in the Circular. The pro forma financial effects have been computed under two scenarios:

(i) Scenario A – OUE C-REIT is acquiring a minimum 75.0% indirect interest in OUBC (“Scenario A”); and

(ii) Scenario B – OUE C-REIT is acquiring a maximum 83.33% indirect interest in OUBC (“Scenario B”).

The tables below set out the pro forma financial effects of the Proposed Transactions on the DPU, DPU yield and NAV per Unit. For illustrative purposes, the pro forma DPU, DPU yield and NAV per Unit are shown as if the CPPUs were fully converted and if one-third of the CPPUs were converted on 27 January 2014, although (i) the CPPUs cannot be converted during the four-year Restriction Period save in certain limited circumstances and (ii) not more than one-third of the CPPUs initially issued can be converted in any one year.

Scenario A (Acquisition of a 75.0% Indirect Interest in OUBC)

FY 2014

Pro Forma Adjusted for the Proposed Transactions Before the One-third of Proposed CPPUs are not CPPUs are CPPUs are all Transactions converted converted converted DPU(cents) 5.27 4.37 3.89 3.23 DPU Yield (annualised) 6.9% 6.4% 5.7% 4.8% NAVperUnit(S$) 1.10 0.92 0.91 0.89

Scenario B (Acquisition of an 83.33% Indirect Interest in OUBC)

FY 2014 Pro Forma Adjusted for the Proposed Transactions

Before the One-third of Proposed CPPUs are not CPPUs are CPPUs are all Transactions converted converted converted DPU(cents) 5.27 4.38 3.86 3.16 DPU Yield (annualised) 6.9% 6.4% 5.7% 4.7% NAVperUnit(S$) 1.10 0.92 0.91 0.89

E-24 The pro forma financial effects are for illustrative purposes and do not represent OUE C-REIT’s DPU post-completion of the Proposed Transactions. The Unitholders should note that FY 2014 is not representative of One Raffles Place’s full year performance as its retail podium was only re-opened in May 2014 and hence did not have a full year contribution for FY 2014.

We wish to highlight that as stated in Section 4.8 of the Letter to Unitholders in the Circular, the Proposed CPPU Issue will not increase aggregate leverage. Assuming that OUE C-REIT acquires 75.0% to 83.33% indirect interest in OUBC, its pro forma aggregate leverage is expected to be 40.9% to 41.9% respectively.

As stated in Section 4.3 of the Letter to Unitholders in the Circular, One Raffles Place could achieve potential growth from increase in occupancy, potential positive rental reversion and limited new office supply in Raffles Place. This may reduce the DPU dilution as stated above.

5. OUR RECOMMENDATION

In arriving at our recommendation, we have taken into account the following factors which we consider to have a significant bearing on our assessment of the Proposed Acquisition and the Proposed CPPU Issue.

(i) the rationale and the benefits of the Proposed Acquisition and the Proposed CPPU Issue;

(ii) Savills and Cushman & Wakefield have estimated the market value of the OUBC Interest is S$1,734.0 million and S$1,733.0 million, respectively;

(iii) the approach used by the Independent Valuers in making their opinions are consistent with the market standards;

(iv) the market value of One Raffles Place attributable to OUBC as at 31 December 2014 based on information disclosed in the annual report OUE for the financial year ended 31 December 2014 is S$1,737.0 million;

(v) the implied price per NLA of One Raffles Place is lower than the price per NLA of Straits Trading Building and Robinson Point of S$2,830 psf and S$2,580 psf, respectively;

(vi) the implied price per NLA of One Raffles Place is higher than the price per NLA of Equity Plaza, Anson House, Finexis Building, Prudential Tower and 16 Collyer Quay of S$2,181 psf, S$2,252 psf, S$2,300 psf, S$2,316 psf and S$2,374 psf, respectively;

(vii) the implied NPI yield of One Raffles Place of 3.4% is within the range of NPI yields of 2.4% to 4.5% of the Comparable Properties. As stated in Section 4.3 of the Letter to Unitholders in the Circular, One Raffles Place could achieve potential NPI growth from increase in occupancy, potential positive rental reversion and limited new office supply in Raffles Place. This may enhance NPI yield of 3.4%;

(viii) the implied value per NLA of One Raffles Place is lower than the value per NLA of Ocean Financial Centre, One Raffles Quay and Six Battery Road and of S$2,894 psf, S$2,762 psf and S$2,691 psf, respectively;

(ix) the implied value per NLAof One Raffles Place is higher than the value per NLA of, Suntec City, One George Street and HSBC Building of S$2,314 psf, S$2,179 psf and S$2,245 psf, respectively;

E-25 (x) the distribution on the CPPUs of 1.0% is below both the yield to maturity and the coupon rate of the selected convertible and perpetual instruments; and

(xi) the premium on conversion of the CPPUs (a premium of 15.0% above the TERP in relation to the Rights Issue) is below range of the convertible bonds issued by CCT (at 19.8%) and by CapitaLand (at 32.6%);

(xii) the Restriction Period of four years commencing from the date of the issuance of the CPPUs is higher than that of FCOT CPPUs and Starhill CPUs and higher than all other selected convertible and perpetual instruments;

(xiii) post four years the CPPU conversion is further restricted to only one-third of the CPPUs initially issued in any one year which is not the case in any of the selected convertible and perpetual financial instruments;

(xiv) There is no restriction on the number of units that can be redeemed in a financial year, hence giving the Manager the flexibility to redeem based on the outcome of the redemption review process;

(xv) the CPPU is a structured instrument, incorporating terms which are specific to the Proposed Transactions and the positions of the parties. The structure is intended for the Sponsor to provide funding support for OUE C-REIT in the near-term as the REIT seeks to grow NPI through positive rental reversion and increase in occupancy;

(xvi) the intention of the Manager to put in place a redemption review process to evaluate the commercial viability of redemption of the CPPUs; and

(xvii) the pro forma financial effects of the Proposed Transactions.

Having considered the above and subject to the assumptions and qualifications set out herein and taking into account the prevailing conditions as at Latest Practicable Date, we are of the opinion that the Proposed Acquisition and the Proposed CPPU Issue are on normal commercial terms and will not be prejudicial to the interests of the OUE C-REIT and its minority Unitholders.

Accordingly, we advise that the Independent Directors may recommend that the Unitholders vote in favour of the Proposed Acquisition and the Proposed CPPU Issue.

Our recommendation is addressed to the Independent Directors, the Audit and Risk Committee and the Trustee for their benefit in connection with and for the purpose of their consideration of the Proposed Transactions. Any recommendation made by the Independent Directors and the Audit Committee in respect of the Proposed 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

Ng Jiak See Executive Director

E-26 APPENDIX F – VALUATION CERTIFICATES

Our Ref : MKT/2015/C-OUE/AQ/0341 Savills Valuation and Professional Services (S) Pte Ltd Reg No : 200402411G

30 Cecil Street #20-03 Prudential Tower 5 June 2015 Singapore 049712

T: (65) 6836 6888 F: (65) 6536 8611

DBS Trustee Limited savills.com in its capacity as Trustee of OUE Commercial Real Estate Investment Trust 12 Marina Boulevard Level 44 Marina Bay Financial Centre Tower 3 Singapore 018982

Dear Sirs

VALUATION OF: OUBC’S INTEREST IN 1RAFFLES PLACE,ONE RAFFLES PLACE SINGAPORE 048616 (“THE PROPERTY”)

In accordance with your instructions to us, we are to provide our opinion of the current Market Value of OUB Centre Limited (“OUBC”)’s interest in the Property, based on (a) the unexpired leasehold interest in the Property; and (b) with vacant possession, for the purposes of acquisition and financing.

We have prepared this valuation certificate for the purpose of inclusion in a circular to unitholders.

Our valuation is our opinion of the market value of OUBC’s interest in the Property which we would define as 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.”

The market value is the best price reasonably obtainable in the market by the seller and the most advantageous price reasonably obtainable in the market by the buyer. This estimate specifically excludes an estimated price inflated or deflated by special terms or circumstances such as atypical financing, sale and leaseback arrangements, joint ventures, management agreements, special considerations or concessions granted by anyone associated with the sale, or any element of special value. The market value of a property is also estimated without regard to costs of sale and purchase, and without offset for any associated taxes.

In arriving at our opinion of market value, we have adopted the Income Capitalisation Approach and Market Comparison Method.

We have fully relied on information provided by the Manager as well as obtained from reliable agencies and sources in the public domain. In the event that the actual information of the Property such as dimensions, measurements and areas when made available to us, differs from our estimates we reserve the right to review our valuation.

F-1 APPENDIX F – VALUATION CERTIFICATES

F-2 APPENDIX F – VALUATION CERTIFICATES

VALUATION CERTIFICATE

Current Market The Property Brief Description Value of OUBC’s Interest

1 Raffles Place The Property is a commercial development comprising a 62- S$1,734,000,000/- ONE RAFFLES PLACE storey office tower (Tower 1, completed in 1986), a 38-storey (Singapore Dollars Singapore 048616 office tower (Tower 2, completed in 2012), a 5-storey plus 1 One Billion Seven basement retail podium (major refurbishment completed in 2014) Hundred And Thirty- with 3 basement levels of car parking lots. Four Million Only) Legal Description/ The Property is strategically situated in the heart of Raffles Tenure Place, Singapore’s Central Business District and with direct link TS 1 Lot 716L: to the Raffles Place MRT interchange station. Leasehold - 99 years There is easy access to other parts of Singapore via the ECP, commencing from 1 MCE, AYE and Nicoll Highway. November 1985 Towers 1 & 2 of the Property offer Grade-A office space.

For Tower 1, the uppermost 12 levels have near-trapezoidal TS 1 Lot 718M: shaped floor plates while the floor plates of its lower 43 levels are Leasehold - 841 rectangular-shaped, providing a continuous office floor plate that years 3 months 20 ranges from approximately 5,000 sq feet to 9,000 sq feet in days commencing lettable area. The newer Tower 2 awarded the Green Mark from 1 November Platinum Award has a typical L-shaped column-free office floor 1985 plate of about 11,000 sq feet

The shops in the retail podium (except for Basement 1 which has TS 1 Lot 721M: an open concept F&B layout and Level 2 which is wholly let to an Leasehold - 99 years anchor) are generally arranged around a central concourse commencing from 26 where the escalators are located. May 1983 The Property occupies a total land area of 6,985.7 sq metres (75,193 sq feet). TS 1 Lot 696V: The total gross floor area is 119,713.97 sq metres (1,288,589 sq Leasehold - 99 years feet). According to the Manager, OUBC’s estimated net lettable commencing from 26 area (“NLA”) totals 66,890 sq metres (720,000 sq feet), May 1983 comprising as follows:

1 sq metre = 10.7639 sq feet approximately (some error may arise from rounding off).

Use/Location Sq Metres Sq Feet

Registered Owner Office (Tower 1) 29,265 315,000 OUB Centre Limited Office (Tower 2) 27,406 295,000 F&B (Tower 1) 929 10,000 Retail Podium 9,290 100,000

Our Ref : MKT/2015/C-OUE/AQ/0341

F-3 APPENDIX F – VALUATION CERTIFICATES

Cushman & Wakefield VHS Pte. Ltd. Company Registration No. 200709839D

3 Church Street #09-03 Samsung Hub Singapore 049483 Tel: (65) 6535 3232 Fax: (65) 6535 1028 www.cushmanwakefield.com

9 June 2015

The Board of Directors OUE Commercial REIT Management Pte. Ltd. (as manager of OUE Commercial Real Estate Investment Trust) 50 Collyer Quay #04-08 OUE Bayfront Singapore 049321

Dear Sirs

ONE RAFFLES PLACE TOWER 1, ONE RAFFLES PLACE TOWER 2 AND ONE RAFFLES PLACE SHOPPING MALL AT 1 RAFFLES PLACE, SINGAPORE 048616 (COLLECTIVELY REFERRED TO AS “THE PROPERTY”)

Cushman & Wakefield VHS Pte Ltd (“C&W”) have been instructed by OUE Commercial REIT Management Pte Ltd, to provide the market value as at 5 June 2015 and formal valuation report in respect of the above mentioned property (“the Property”), as disclosed.

C&W have prepared the formal valuation report (the “Report”) in accordance with the requirements of the instructions and the following international definition of Market Value:

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

The valuations have been made on the assumption that the owner sells the Property on the open market in their existing state without the benefit of a deferred term contract, joint venture or any similar arrangement which would affect the value of the Property.

For the specific purposes of this Circular, we provide a valuation summary of the Report with a brief description of the Property together with the key factors that have been considered in determining the market value of the Property. The value conclusions reflect all information known by the valuers of C&W who worked on the valuation in respect to the Property, market conditions and available data.

Reliance on This Letter

This letter together with its attachments is a summary of the full Report that C&W have carried out and it does not contain all the necessary information and assumptions that are included in the Report. Further reference may be made to the Report, copies of which are held by the management.

The valuations contained in the Report are not guarantees or predictions but are based on the information obtained from reliable and reputable agencies and sources, the owner and other related parties. Whilst C&W have endeavoured to obtain accurate information, it has not independently verified all the information provided by the management or other reliable and reputable agencies.

Due to the nature of the instructions, detailed information pertaining to the Property could not be supplied to us. For the purpose of this valuation and as instructed, we have relied on available public sources of information as well as our own internal sources of information. Primarily, we have relied on published information found in OUE Limited Annual Report 2014, as well as those found in the public domain www.onerafflesplace.com.sg, for property information such as the approximate Gross Floor Area, dates of completion and all other relevant matters in our valuation. In addition, we have also relied on the Net Lettable Area provided to us by the Manager. Where applicable, information as to ownership, site area and zoning has been obtained from our searches at the local authorities. Also, we have assumed that all leases and tenancy agreements are legally valid and enforceable and the Property have proper legal titles that can be freely transferred, leased and sub-leased in the market without

F-4 APPENDIX F – VALUATION CERTIFICATES

Page 2 VALUATION OF ONE RAFFLES PLACE SINGAPORE 048616 ______being subject to any land premium or any extra charges. C&W have no reason to doubt the truth and accuracy of information provided to us by the management which is material to the valuation.

No allowance has been made in the valuation for any charges, mortgages or amounts owing on the Property. C&W have assumed that the Property is free from encumbrances, restrictions or other outgoings of an onerous nature which would affect their market value, other than those which have been made known to C&W.

The methodologies used in valuing the Property, namely, the Capitalization Approach, is based on a set of assumptions as to the income and expenses taking into considerations the changes in economic conditions and other relevant factors affecting the Property. The resultant value is, in our opinion, the best estimate but it is not to be construed as a guarantee or prediction and it is fully dependent upon the accuracy of the assumptions made. This summary does not contain all the necessary support data and details included in our Report. For further information on that, reference should be made to the Report to understand the complexity of the methodology and the variables involved in order to appreciate the context in which the values are arrived at.

Due to the nature of the instructions, we could only inspect the exterior and, where we can access, typical areas of the interior of the Property. No structural surveys have been made, but in the course of our cursor inspection, we did not note any serious defect to the completed buildings where we can see. We are not, however, able to report that the Property is free from rot, infestation or any structural defect. No tests were carried out to any of the services.

We have also not carried out investigations on site in order to determine the suitability of ground conditions, nor have we undertaken archaeological, ecological or environmental surveys. Our valuation is on the basis that these aspects are satisfactory.

Valuation Rationale

In arriving at our valuation, we have considered relevant general and economic factors and in particular have investigated recent sales transactions of comparable Property that have occurred in the vicinity or in similar standard localities. We have utilized the Capitalization Approach and Comparison Method, where appropriate, in undertaking our assessment for the Property.

Capitalization Approach

Where appropriate, we have cross-checked the property interests using the Capitalization Approach by taking into account estimated sustainable revenues of the property, adjusting to reflect anticipated operating expenses or outgoings, deriving a net income which is then capitalized at appropriate capitalization rate over the remaining lease term or tenure. Capitalization rate was obtained by comparing capitalization rates of similar properties in market transactions, where available.

Comparison Method

Where appropriate, we have cross-checked the property interests by the Comparison Method by making reference to comparable sale transactions as available in the relevant market. Appropriate adjustments are made for any differences between the Property and the comparables.

More property details and the key valuation assumptions for the Property are found in the Valuation Certificate attached to this letter.

Our valuation is undertaken on a Goods and Services Tax exclusive basis.

F-5 APPENDIX F – VALUATION CERTIFICATES

F-6 APPENDIX F – VALUATION CERTIFICATES

Page 4 VALUATION OF ONE RAFFLES PLACE SINGAPORE 048616 ______

VALUATION CERTIFICATE

Date of Valuation: 5 June 2015

Property: One Raffles Place Tower 1, One Raffles Place Tower 2 and One Raffles Place Shopping Mall at 1 Raffles Place, Singapore 048616 (collectively referred to as the “The Property”)

Legal Description/ Legal Description (all of Land Area (sq m) Tenure/ Interest Valued Town Subdivision 1) Land Area/ Tenure: Lot 716L 2,529.5 Leasehold 99 years commencing from 1 November 1985 Lot 718M 2,670.7 Leasehold 841 years 3 months 20 days commencing from 1 November 1985 Lots 721M 1,645.7 Leasehold 99 years commencing from 26 May 1983 Lot 696V 139.8 Leasehold 99 years commencing from 26 May 1983

Brief Description of The Property is strategically located at the junction of Raffles Place and Chulia Street, in the heart Property: of Raffles Place financial centre and within the Central Business District of Singapore. It is connected to the Raffles Place MRT Interchange via underground passageways through the connecting Raffles Xchange. Surrounding developments comprise mainly commercial developments as well as several hotel and high-end residential developments.

The Property is an integrated development comprising a 62-storey Grade A office building with a rooftop restaurant and observation deck known as One Raffles Place Tower 1, a 38-storey Grade A office building known as One Raffles Place Tower 2, a 6-storey retail mall (5 levels above ground and one basement level) known as One Raffles Place Shopping Mall and 3 basement car park levels with 326 lots.

Registered Owner: OUB Centre Limited.

Town Planning: Zoned “Commercial” use

Gross Floor Area Approximately 119,725.8 sq m/ 1,288,717 sq ft (“GFA”)1:

Net Lettable Area Office Tower 1 Approximately 30,193.5 sq m/ 325,000 sq ft (“NLA”)2: Office Tower 2 Approximately 27,406.4 sq m/ 295,000 sq ft Retail Mall Approximately 9,290.3 sq m/ 100,000 sq ft Total Approximately 66,890.2 sq m/ 720,000 sq ft

Tenancy Details: We observed that the Property is multi-tenanted and there are some vacant units within the office towers and shopping mall. However, we were unable to ascertain the tenancy details.

Methods of Valuation: Capitalization Approach and Comparison Method

Capitalization Rate: Office (Tower 1) 3.75% Office (Tower 2) 3.95% Retail Mall (Leasehold 841 years) 5.00% Retail Mall (Leasehold 99 years) 5.25% Car park (Leasehold 841 years) 6.25% Car park (Leasehold 99 years) 6.50%

1 Information obtained from OUE Limited Annual Report 2014. 2 Approximate figures provided by the Manager.

F-7

APPENDIX F – VALUATION CERTIFICATES

Page 5 VALUATION OF ONE RAFFLES PLACE SINGAPORE 048616 ______

Market Value: S$1,733,000,000/-

Value psm of GFA: S$14,475/-

Value psm of NLA: S$25,908/-

Remarks: This Valuation Certificate is a summary of the full report that Cushman & Wakefield have carried out and it does not contain all the necessary information, assumptions and limiting conditions that are included in the report. Further reference may be made to the report, copies of which are held by client.

F-8

APPENDIX G – INDEPENDENT MARKET RESEARCH REPORT

Independent Market Study for the Office and Retail Real Estate Markets in the Singapore CBD

April 24, 2015

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APPENDIX G – INDEPENDENT MARKET RESEARCH REPORT

TABLE OF CONTENTS

Terms of Reference ...... 1 Section 1 Socio-economic Overview ...... 1 1.1 GDP Growth, Unemployment and Inflation 1.2 Economic Profile 1.3 Sectoral Performance 1.4 Population 1.5 Personal Disposable Income and Private Consumption Expenditure 1.6 Major Government Plans, Policies and Initiatives 1.7 Outlook Section 2 Office Real Estate Market Overview ...... 5 2.1 Major Office Locations 2.2 Supply, Demand and Occupancy 2.3 Potential Supply 2.4 Rental Values 2.5 Capital Values 2.6 Investment Market 2.7 Outlook Section 3 Retail Real Estate Market Overview ...... 19 3.1 Major Retail Locations 3.2 Supply, Demand and Occupancy 3.3 Potential Supply 3.4 Rental Values and Rents 3.5 Capital Values and Prices 3.6 Outlook Section 4 Site and SWOT Analysis ...... 30 4.1 Location and Accessibility 4.2 Property Description 4.3 Property Particulars 4.4 SWOT Analysis: Office 4.5 SWOT Analysis: Retail Section 5 Conclusion ...... 39 Limiting Conditions

Independent Market Study for the Office and Retail Real Estate Markets in the Singapore CBD | Contents

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Terms of Reference

DTZ was appointed by OUE Commercial REIT Management Pte. Ltd. to conduct an independent market study of the office and retail property markets in Singapore, for the proposed acquisition of One Raffles Place (ORP) located at 1 Raffles Place, Singapore 048616.

This report is addressed to OUE Commercial REIT Management Pte. Ltd. and DBS Trustee Limited, in its capacity as Trustee of OUE-C REIT.

The forward statements in this report are based on our expectations and forecasts for the future. These statements should be regarded as our assessment of the future, based on certain assumptions on variables which are subject to changing conditions. Changes in any of these variables may significantly affect our expectations and forecasts. Section 1 Socio-economic Overview

1.1 GDP Growth, Unemployment and Inflation Global economic growth in 2014 was modest at 3.4%, due to the uneven recovery in the major economies. While the performance of the US economy was stronger than expected, growth in Mainland China, the Eurozone and Japan was lacklustre. Notwithstanding, Asia remained as the world’s growth leader in 2014, as overall consumption in the region was relatively robust.

Singapore’s economy continued to grow in 2014, albeit at a moderate 2.9%, compared with 4.4% in 2013 (Figure 1.1). This was also slower than the average annual real Gross Domestic Product (GDP) growth of 6.5% from 2004 to 2013. Apart from the global economic uncertainty, the moderated growth was also due to the ongoing labour market pressures and weak productivity growth.

Figure 1.1: Real GDP Growth, Unemployment Rate and Inflation

% 16.0

14.0

12.0

10.0

8.0

6.0

4.0

2.0

0.0 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 F 2016 F 2017 F 2018 F

-2.0 Unemployment Rate Inflation Real GDP Growth  Source: Oxford Economics, Department of Statistics of Singapore, DTZ Consulting & Research, April 2015

Independent Market Study for the Office and Retail Real Estate Markets in the Singapore CBDNRR

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Nonetheless, the economy came ahead of market expectations in Q1 2015, achieving a 2.1%1 YOY real GDP growth, same as that in Q4 2014. In particular, the services producing industries, which accounted for 75% of Gross Value Added (GVA), led economic growth for most of 2014 and Q1 2015.

Unemployment rate remained low at 2.0% in 2014, though marginally higher than the 1.9% in 2013.

Total employment grew by 3.7% (130,100) in 2014, lower than the 4.1% (136,200) in 2013. Employment gain was led by community, social & personal services (32,400) and wholesale & retail trade (20,500). Employment growth in finance & insurance (9,300), professional services (14,000) and administrative & support services (13,600), which traditionally drives the demand for office space, was also substantial in 2014.

Inflation eased from 2.4% in 2013 to 1.0% in 2014. This was below the average annual inflation over the past decade (2.8%). This trend is in line with the government’s ongoing efforts to manage inflation.

1.2 Economic Profile As at end 2014, Singapore’s GVA at current market prices was $368.5 billion2. Singapore’s economy is well-diversified, supported by manufacturing (18% of GVA), business & services (16%) and finance & insurance (12%). The wholesale & retail trade sector, which drives the demand for retail space, is also an important component of the economy, accounting for 17% of GVA.

1.3 Sectoral Performance According to the Economic Development Board, the services cluster in Singapore attracted the highest fixed asset investments in 2014, led by Infocommunications & Media and Headquarter & Professional Services. This reflected the growing technology clusters in Singapore and the strong extent they are driving the economy.

Of the services producing industries, the finance & insurance sector, a core driver of demand for Central Business District (CBD) office space, grew the most significantly by 7.7% in 2014. This is in line with Singapore continuing to be a leading global financial centre and a regional funding centre for trade flows in Asia as well as between Asia and the rest of the world.

On the back of rapid growth in the Telecommunications, Media and Technology (TMT) industry, demand for office space is increasingly being driven by non-financial companies. This is reflected by continued growth in the information & communications (3.6%) and business services (2.9%) sectors in 2014.

On the other hand, the wholesale & retail trade sector grew moderately by 1.7% in 2014, weighed by weak retail sales. Excluding motor vehicles, the Retail Sales Index (RSI) at constant prices declined by 0.7% in 2014, compared with the 1.1% growth in 2013. This was due to slowing Private Consumption Expenditure (PCE) growth and operational difficulties faced by retailers, including tighter manpower constraints.

The 3.0% decline in visitor arrivals to 15.1 million in 2014 partly weighed on retail sales, with the sales of discretionary goods such as recreational goods and apparels & footwear falling by 6.5% and 2.5% in 2014 respectively. Notwithstanding, tourism spending held firm at $23.5 billion in 2014, with a higher proportion of visitors staying longer and spending more on average.

1 Government’s advance estimate based on data from January and February 2015. 2 All currencies in this report will be in SGD, unless stated otherwise.

Independent Market Study for the Office and Retail Real Estate Markets in the Singapore CBDNRR

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Singapore received 2.4 million visitors in the first two months of 2015, a decline of about 5% YOY. Nonetheless, tourism numbers are expected to return to growth in 2015, amid the expected rise in outbound travel to Asia and intra-Asia travel. Visitor arrivals are expected to increase by 0% to 3% to between 15.1 and 15.5 million, while tourism receipts are forecast to grow by 0% to 2% between $23.5 and $24.0 billion.

1.4 Population Singapore’s population has grown steadily over the past decade, by an average annual rate of 2.8%. As at end 2014, total population was 5.47 million, of which 71% (3.87 million) were Singapore residents3.

Although population growth slowed in 2013 (1.6%) and 2014 (1.3%) due to tighter immigration policies, the January 2013 Population White Paper provided a roadmap for population growth to reach 6.5 to 6.9 million by 2030. This translates to an average annual growth rate of 1.2% to 1.6%. In line with population growth, Singapore’s workforce is expected to grow by 1.0% to 2.0% per annum till 2030. Focus is on the creation of high value-added jobs, and this is expected to benefit the office and retail markets over time.

1.5 Personal Disposable Income and Private Consumption Expenditure Bolstered by its open and dynamic economy, Singapore enjoys a high per capita GDP (USD56,284 (SGD71,318) in 2014). The average annual growth of its per capita Personal Disposable Income (PDI)4 (4.3%) is higher than that for per capita PCE (3.7%) over the past decade. As at end 2014, Singapore’s per capita PDI was $40,424, about 20% higher than that for per PCE ($33,763), reflecting the resident population’s strong spending potential.

1.6 Major Government Plans, Policies and Initiatives

Budget 2015 Budget 2015 focused on building Singapore as an economy with firms driven by innovation and higher incomes, coming from deep skills and expertise in every job. In particular, five growth clusters of the future were identified, including Asian and Global Financial Services.

Key measures included providing businesses more time to adjust to the ongoing restructuring and shoring up the Small and Medium Enterprises (SME) industry. These include the extension of the Wage Credit Scheme and corporate income tax rebates, as well as strengthening support for innovation by enhancing grant support and enterprise financing.

Meanwhile, income tax concessions for Real Estate Investment Trusts (REITs) were extended till 2020 to promote the listing of REITs in Singapore and strengthen its position as a major REIT centre in Asia.

On the other hand, stamp duty concessions for REITs were allowed to lapse after 31 March 2015. These stamp duty concessions were intended to better enable the REIT industry to acquire a critical mass of local assets, as a base from which they can expand overseas.

3 Comprises Singapore citizens and permanent residents. 4 Based on Singapore residents.

Independent Market Study for the Office and Retail Real Estate Markets in the Singapore CBDNRR

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Proposed enhancements to the regulatory regime for REITs REITs in Singapore have become an attractive investment option that delivers tax-efficient, stable and regular returns for investors. Singapore has one of the largest REIT markets in Asia as at end 2014, with 28 REITs and six stapled trusts listed on the Singapore Exchange Securities Trading Limited (SGX-ST) and a combined market capitalisation of $66.7 billion.

To remain competitive as a major Asian REIT centre, the Monetary Authority of Singapore (MAS) published a consultation paper in October 2014 for the proposed enhancements to the regulatory regime for REITs and REIT Managers in Singapore. The proposals, which are expected to benefit the overall REIT market, include considerations on enhancing transparency, corporate governance, creating stronger disclosure standards and providing REITs with more operational flexibility, e.g.:

• Adopting a single-tier leverage limit of 45%, without requirement for credit rating; and • Allowing REITs to undertake development activities up to 25% of its deposited property.

Plans for the CBD The government has been pro-active in planning and facilitating Singapore’s physical development and ensuring that it remains competitive with other global and regional financial hubs. It has implemented place management initiatives in the city centre, including Marina Bay and Singapore River, to make these areas vibrant live-work-play environments. In addition, the Urban Redevelopment Authority (URA) is currently reviewing future plans for the CBD as well as growth areas outside the CBD.

The Ministry of National Development Land Use Paper released in 2013, highlighted strategies to rejuvenate the traditional CBD, further develop the New Downtown at Marina Bay as well as development of a Southern Waterfront City.

The Singapore River One (SRO) is a private sector-led initiative responsible for the place management of the entire Singapore River precinct, including Boat Quay, which is near the subject property. The URA envisages Singapore River as a premier mixed-user recreational destination, with enhanced economic and business activity. Key objectives of the SRO’s 5-Year Business Plan (2012 to 2016) for the precinct include increasing footfall, sales, property values, lease and occupancy rates.

1.7 Outlook According to the International Monetary Fund (IMF), global economic growth in 2015 (3.5%) is projected to be marginally stronger than that in 2014 (3.4%). Growth is likely to be stronger in advanced economies, but more subdued in emerging markets. Prospects in Asia are also expected to remain relatively positive, with the IMF projecting a steady 5.6% growth for the region.

Despite the soft global economic prospects and domestic restructuring, the Ministry of Trade and Industry expects Singapore’s economy to grow by 2.0% to 4.0% in 2015 (Figure 1.1 on page 1). Meanwhile, the MAS projects headline inflation at -0.5% to 0.5% in 2015.

In the longer term, Oxford Economics projects Singapore’s real GDP growth to sustain at around 3.4% to 3.6% per annum from 2016 to 2018. The services producing industries, which are expected to grow by 3.3% to 4.9% per annum over the same period, will underpin the growth. 

Independent Market Study for the Office and Retail Real Estate Markets in the Singapore CBDNRR

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Section 2 Office Real Estate Market Overview

2.1 Major Office Locations This report focuses on the CBD office market, particularly Raffles Place, where the subject property is located. Singapore’s CBD comprises Raffles Place, Marina Bay (the New Downtown) and Shenton Way/ Robinson Road/ Cecil Street (Map 2.1).

Map 2.1: Major Office Locations (CBD and Fringe CBD)

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Many global financial institutions and Multinational Corporations (MNCs) are located in Raffles Place and Marina Bay, which has a high concentration of premium and Grade-A offices. These two locations typically house global/ regional headquarters and front office functions. Together, Raffles Place and Marina Bay constitute the main financial and business district of Singapore.

Shenton Way/ Robinson Road/ Cecil Street is popular with professional/ business services companies and other financial, insurance and real estate companies. While a considerable proportion of the office stock in this micro-market is aging and relatively less well-specified, many are undergoing refurbishment or redevelopment.

Other major office locations outside the CBD are:

• Fringe CBD – Office locations fringing the CBD, which mainly serve companies that require proximity to their clients in the CBD. Micro-markets such as Anson Road/ Tanjong Pagar, Marina Centre and Beach Road/ North Bridge are emerging as attractive office locations, as there are many new premium and Grade-A offices completing in the next few years; and

Independent Market Study for the Office and Retail Real Estate Markets in the Singapore CBDNR R

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• Decentralised Areas – These locations are outside of the CBD and the Fringe CBD, including the suburban areas. These offices are usually closer to homes and are often complemented by amenities and accessible by the Mass Rapid Transit (MRT) network. These offices attract companies that do not need to be in the CBD as well as corporate support functions of financial institutions and other companies. Decentralised locations such as one-north and Jurong Gateway have seen many new Grade-A office additions in recent years.

2.2 Supply, Demand and Occupancy

Supply As at Q1 2015, there was about 24.3 million sq ft5 of office space in the CBD, which accounted for 36% of islandwide stock (68.6 million sq ft). Meanwhile, office stock in the Fringe CBD accounted for another 36% (24.8 million sq ft), with Anson Road/ Tanjong Pagar (6.2 million sq ft) being the largest Fringe CBD office micro-market. The remaining 28% (19.5 million sq ft) of islandwide office stock is in the Decentralised Areas.

Figure 2.1: Breakdown of Office Stock (Q1 2015)

Decentralised Areas 19.5 million sq ft Raffles Place 28% 12.2 million sq ft 18% (50% of CBD) CBD 24.3 million sq ft 36% CBD Fringe 24.8 million sq ft 36% Shenton Way/ Robinson Road/ Marina Bay Cecil Street 6.3 million sq ft 5.8 million sq ft 9% 9% (26% of CBD) (24% of CBD) Source: DTZ Consulting & Research, April 2015

Raffles Place is the most established business location in the CBD, accounting for majority (50%, 12.2 million sq ft) of office stock in the CBD, as at Q1 2015. Being the traditional core of the CBD, it has continuously been rejuvenated via refurbishment and redevelopment activities. It is also directly served by Raffles Place MRT interchange station, which is one of the three interchange stations that serve the major East-West and North-South Lines.

Accessibility and connectivity within and to Raffles Place has improved significantly over the years; key infrastructural improvements include the development of:

• The Marina Coastal Expressway (MCE) which better integrates the Ayer Rajah Expressway (AYE), East Coast Parkway (ECP) and Kallang-Paya Lebar Expressway (KPE) to the CBD; • New MRT lines such as the Downtown Line and Circle Line, which connects to the East-West and North-South Lines; and

5 All supply and demand figures are in terms of Net Lettable Area, unless stated otherwise.

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• A seamless network of air-conditioned underground walkways linking various office developments in Raffles Place and Marina Bay.

Raffles Place continues to be the heart of the CBD, a gateway to Singapore’s established centre of business and commerce. The high concentration of corporates in the micro-market also allows companies to be near their clients. Given its prestige and convenience, Raffles Place is a choice location – premium and Grade-A offices in the area are usually the preferred choice among leading MNCs and financial institutions. Some of these offices, including those in Marina Bay, are highlighted in Table 2.1.

Table 2.1: Selected Premium and Grade-A Offices6 Estimated Estimated Year of NLA Occupancy Monthly Gross Development Location Completion (sq ft) (as at end Rent Q1 2015) ($ per sq ft) Raffles Place 2014 CapitaGreen Market Street 702,000 76.4%7 12.00 to 16.008 2011 Ocean Financial Centre Raffles Place 884,500 100.0% 11.00 to 13.00 e 2011 OUE Bayfront Collyer Quay 382,900 99.2% 11.60 to 14.508 2009 Straits Trading Building Battery Road 158,200 95.0% to 10.50 to 11.00 e 99.0% e (asking) 2004 One George Street George Street 447,000 100.0% 11.00 to 11.208 Marina Bay 2013 Asia Square Tower 2 Marina View 784,100 80.0% to 13.00 to 15.00 e 85.0% e 2012 Marina Bay Financial Marina 1.3 96.0% to 12.00 to 14.00 e Centre Tower 3 Boulevard million 99.0% e 2011 Asia Square Tower 1 Marina View 1.2 85.0% to 14.00 to 16.00 e million 90.0% e 2010 Marina Bay Financial Marina 1.0 100.0% e 11.00 to 12.00 e Centre Tower 2 Boulevard million 2010 Marina Bay Financial Marina 630,800 100.0% e 11.00 to 12.00 e Centre Tower 1 Boulevard Source: CapitaLand Commercial Trust, OUE Commercial REIT, Keppel REIT, DTZ Consulting & Research, April 20159

6 Figures have been rounded. 7 As at 21 April 2015. 8 Committed rents for both renewal leases and new leases for Q1 2015. 9 Occupancy and rental figures are generally based on publicly available information. Where information is not available, DTZ has provided estimates, indicated as “e”.

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Annual net supply10 in the CBD was substantial since 2010, above the average annual net supply from 2005 to 2014 (0.70 million sq ft), with the exception of 2013 (0.35 million sq ft) (Figure 2.2). Notably, there were significant terminations in the CBD (0.4 million sq ft) in 2013, especially in Raffles Place and Shenton Way/ Robinson Road/ Cecil Street.

Terminations in the CBD primarily stemmed from the increased redevelopment activities in these locations, alongside the government’s vision for a more vibrant CBD. Some of these buildings are redeveloping into mixed-use developments, e.g., V on Shenton (office and residential) and OUE Downtown (office, retail and serviced apartments), while some are redeveloping/ refurbishing into strata- titled offices, e.g., Oxley Tower and Robinson Tower.

Figure 2.2: Net Supply (CBD)

sq ft 3,000,000

2,500,000

2,000,000

1,500,000

1,000,000 Average Annual Net Supply from 2005 to 2014 (CBD): 0.70 million sq ft

500,000 Average Annual Net Supply from 2005 to 2014 (Raffles Place): 0.18 million sq ft

0 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Q1 2015

-500,000

-1,000,000

Raffles Place Rest of CBD Source: DTZ Consulting & Research, April 2015

Notwithstanding, office supply in Raffles Place has been more measured and is relatively tight, with the exceptions of 2011 (1.31 million sq ft) and 2014 (0.71 million sq ft). Average annual net supply in Raffles Place over the past decade is estimated at 0.18 million sq ft, only a quarter of that for the entire CBD.

New supply in Raffles Place since 2011 comprised mainly premium and Grade-A offices. These offices achieved healthy commitments from a diverse range of established tenants such as ANZ Banking Group Limited, BNP Paribas, Drew & Napier LLC, Merrill Lynch International Bank Limited (Merchant Bank) and Michael Page International. This trend of strong interest continued in 2014, with CapitaGreen securing high profile tenants such as Apple, Cargill, Lloyd's Asia, Schroder and Twitter.

10 Refers to the change in total floor space over a specific period of time, either positive or negative. It excludes floor space that are not available for occupation due to refurbishment or redevelopment, but includes new supply. New supply refers to the total floor space ready for occupation.

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Alongside the government’s long-term plan for decentralisation, there has been substantial new supply in the Fringe CBD and Decentralised Areas since 2013. These non-CBD projects include South Beach (0.5 million sq ft), The Metropolis at one-north (1.1 million sq ft), Jem and Westgate Tower (0.3 million sq ft each) as well as Paya Lebar Square (0.4 million sq ft). Many are located at major transport nodes, supported by a range of amenities, in well-specified commercial buildings.

Demand and Occupancy The demand for office space in the CBD has generally been healthy, with the average annual net demand11 in the past decade (0.78 million sq ft) exceeding that for supply (0.70 million sq ft) (Figure 2.3).

Figure 2.3: Net Supply, Net Demand and Occupancy (CBD)

sq ft % 3,000,000 98.0

2,500,000 96.0

2,000,000 94.0 93.0% 1,500,000 92.0 0.75 million sq ft 1,000,000 Average Annual Net Demand from 2005 to 2014: 0.78 million sq ft 90.0 Average Annual Net Supply from 2005 to 2014: 0.70 million sq ft 0.40 million sq ft 500,000

88.0 0 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 F 2016 F 2017 F 2018 F

86.0 -500,000

-1,000,000 84.0

Net Supply (LHS) Net Demand (LHS) Occupancy (RHS) Source: DTZ Consulting & Research, April 2015

Demand came from: • The regular mainstay, i.e. finance & insurance, professional and business services, as well as a growing diversity of occupiers. These include companies in energy, commodities and TMT, particularly those in the Social, Media, Analytics and Cloud industries. These firms are usually willing to pay higher rents to locate in well-specified buildings, particularly those in prime and convenient locations, to facilitate client proximity, attract talent and strengthen their brand positioning; • Serviced office providers are increasingly sought after due to their flexibility. Serviced offices at prime office addresses offer smaller and cost-conscious set-ups a strong brand positioning and this is popular, amid the burgeoning SME industry in Singapore;

• Tenants relocating within the CBD – some of which are moving due to their premises undergoing refurbishment/ redevelopment, e.g., the former Equity Plaza, now known as GSH

11 Net demand refers to the change in the total occupied or let floor space over a specified period of time, positive or negative. It only takes into account occupiers when they physically locate in the premises.

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Plaza. Some tenants are also relocating from developments in Marina Bay to Raffles Place, e.g., both Lloyd’s Asia from Asia Square Tower 1 and Jardine Lloyd Thompson from One Raffles Quay are moving to CapitaGreen, given the strong value proposition to locate in Raffles Place12; and • Occupiers relocating to better quality offices. Some are relocating from the Fringe CBD to Raffles Place e.g., Cargill Group moving from along Beach Road to CapitaGreen.

With some tenants scheduled only to move in from 2015 onwards, net demand in the CBD (0.40 million sq ft) did not match net supply (0.75 million sq ft) in 2014. The significant net supply in Raffles Place was due to the completion of CapitaGreen in December 2014.

Of the CBD locations, occupancy in Raffles Place is traditionally the most stable and resilient, and has remained at 90% and above in the past decade. Despite the ample new supply in 2014, occupancy remained at a healthy level of 92.2%, as at Q4 2014 (Figure 2.4). The termination of the former Equity Plaza, alongside committed tenants moving into their new premises, saw an increase in occupancy in Raffles Place to 92.5% in Q1 2015. Meanwhile, occupancy for Grade-A offices in Raffles Place increased from 96.4% in Q4 2014 to 97.2% in Q1 2015. Other CBD locations also experienced an increase in their occupancies, as supply remained tight.

Figure 2.4: Occupancy (CBD)13

105.0%

100.0% Raffles Place (Grade-A): 97.2%

95.9% 95.0% 94.4% 94.9% 93.0% 92.5% 92.2% 90.0%

85.0%

80.0%

75.0%

70.0%

65.0% Q4 2005 Q4 2006 Q4 2007 Q4 2008 Q4 2009 Q4 2010 Q4 2011 Q4 2012 Q4 2013 Q4 2014 Q1 2015

Raffles Place Marina Bay Shenton Way/ Robinson Road/ Cecil Street

Source: DTZ Consulting & Research, April 2015

12 As at Q1 2015, average monthly gross rental values in Marina Bay are 20% higher than that in Raffles Place. 13 Occupancies for the respective locations in Figure 2.4 are based on a basket of office properties, including premium, Grade-A and Grade-B offices.

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2.3 Potential Supply Excluding projects that have not obtained Provisional Permission/ Written Permission (PP/ WP) and unawarded Government Land Sales (GLS) commercial/ white sites, there is about 8.3 million sq ft of islandwide pipeline supply from Q2 2015 to 2018. About 50% (3.8 million sq ft) will be in the CBD.

Following the completion of South Beach in Q1 2015, the pipeline office developments in 2015 are mostly small – 100,000 sq ft and lower. There is only one office development in the CBD completing in 2015, namely Crown@Robinson (78,300 sq ft). In addition, an estimated 0.26 million sq ft of office space was terminated in Raffles Place in Q1 2015. As such, the supply situation in the CBD, particularly Raffles Place, is likely to be very tight in 2015.

Major new supply is expected in 2016 (4.35 million sq ft), including at Marina Bay (1.88 million sq ft), at Anson Road/ Tanjong Pagar (0.90 million sq ft) and DUO Tower (0.57 million sq ft) (Figure 2.5). These expected completions, particularly those at Marina Bay, are mainly premium offices and are relatively close to Raffles Place. As such, they are likely to compete with offices in Raffles Place.

Figure 2.5: Potential Supply (Islandwide)14

sq ft 5,000,000

4,500,000

4,000,000

3,500,000

3,000,000

2,500,000 Average Annual New Supply from 2015 F to 2018 F: 2.1 million sq ft 2,000,000 Average Annual NewSupply from 2005 to 2014: 1.7 million sq ft 1,500,000

1,000,000

500,000

0 2015 F 2016 F 2017 F 2018 F

Completed in Q1 2015 Raffles Place Marina Bay Shenton Way/ Robinson Road/ Cecil Street CBD Fringe Decentralised Areas

Source: URA, DTZ Consulting & Research, April 2015

There are concerns over the significant supply in 2016 as well as competition from high quality offices in the non-CBD areas. Nonetheless, offices in Raffles Place are expected to remain relatively resilient, as:

• There is very limited supply in Raffles Place, as majority (72%) of the new supply in the CBD in 2016 is in Marina Bay. Apart from GSH Plaza, a strata-titled office for sale, which is expected to complete in 2016, there is currently no known office supply in the Raffles Place micro-market till 2018;

14 Of the 658,500 sq ft of islandwide office space completed in Q1 2015, 518,700 sq ft (79%) is in the CBD Fringe, while the remaining 21% (139,900 sq ft) is in the Decentralised Areas. There were no completions in the CBD in Q1 2015.

Independent Market Study for the Office and Retail Real Estate Markets in the Singapore CBDNRR

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• Decentralised offices are not expected to pose significant competition for CBD tenants, particularly in industries that require extensive client-facing e.g., finance and some professional services such as legal;

Notwithstanding, potential supply in 2017 and 2018 is expected to be moderate. While there is a white site at Marina View/ Union Street in Marina Bay (101,628 sq m/ 1.09 million sq ft GFA15) as well as a commercial site at Beach Road (88,313 sq m/ 0.95 million sq ft11) on the GLS Reserve List, these sites will only be launched for sale by the government if an interested developer submits a minimum acceptable bid.

Table 2.2 highlights selected office developments in the pipeline supply from Q2 2015 to 2018.

Table 2.2: Selected Office Developments in the Pipeline Supply (Islandwide)16 Development Area Location Estimated NLA (sq ft) 2015 Crown at Robinson CBD Robinson Road 78,300

PS 100 Fringe CBD Peck Seah Street 47,800 Office development by Defence Science & Decentralised Areas Depot Road 204,200 Technology Agency Ayer Rajah Avenue/ Innovis/ Synthesis/ Kinesis Decentralised Areas 101,400 Fusionopolis Way 2016 Marina Way/ Marina One CBD 1.88 million sq ft Straits View V on Shenton CBD Shenton Way 278,000

GSH Plaza (A&A) CBD Cecil Street 283,400 56,800 OUE Downtown 1 (A&A) CBD Shenton Way (additional NLA) Guoco Tower Fringe CBD Peck Seah Street 900,000

DUO Tower Fringe CBD Rochor Road 568,000 2017 SBF Centre CBD Robinson Road 226,900

Robinson Tower CBD Robinson Road 136,100 Office/ shopping development Fringe CBD Hoe Chiang Road 220,700 by Keppel Land Venture Ave/ Vision Exchange Decentralised Areas 495,900 Jurong East Street 11

15 Based on maximum permissible GFA indicated by the URA. Part of the GFA may be allocated to other uses. 16 Figures have been rounded.

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Development Area Location Estimated NLA (sq ft) 2018 Cecil Street/ Frasers Tower CBD 664,000 Telok Ayer Street Woodlands Avenue 5/ Woodlands Square Decentralised Areas 535,200 Woodlands Square Source: URA, DTZ Consulting & Research, April 2015

2.4 Rental Values Grade-A office rental values in Raffles Place have generally held up well, compared with other CBD locations. In recent years, the tenant profile in Raffles Place has grown to be more diversified, providing some hedge against its traditional concentration of finance & insurance companies. Despite the development of Marina Bay, Raffles Place continues to be perceived as the most accessible location in the CBD. Its brand positioning as a premier business location also helped to sustain rentals.

During the Eurozone Crisis and significant supply influx (mainly Marina Bay) in 2010/11, rental values in the CBD were impacted. However, Grade-A office rental values in Raffles Place fell less extensively by 8.6% in 2012, compared with 12.5% in Marina Bay (Figure 2.6).

Figure 2.6: Average Monthly Gross Rental Values (Raffles Place and Marina Bay)17

$ per sq ft per month 20.00

18.00

16.00

14.00 13.75 13.25 12.00 11.50 11.50 10.00

8.00

6.00

4.00

2.00

0.00 Q4 2005 Q4 2006 Q4 2007 Q4 2008 Q4 2009 Q4 2010 Q4 2011 Q4 2012 Q4 2013 Q4 2014 Q1 2015

Raffles Place (Grade-A) Marina Bay (Premium)

Source: DTZ Consulting & Research, April 2015

Rental values in the CBD started to recover in 2013, owing to the tight supply as well as improved demand. On the back of sustained demand, Grade-A office rental values in Raffles Place rose by 12.2% to $11.50 per sq ft per month in 2014.

17 For Raffles Place, rental values are based on a basket of Grade-A offices. Meanwhile, all offices in Marina Bay are of premium- grade. The contracted rents are inclusive of service or maintenance charges under standard three-year lease terms.

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G-17 APPENDIX G – INDEPENDENT MARKET RESEARCH REPORT

Average monthly gross rental values for Grade-A offices in Raffles Place remained stable at $11.50 per sq ft in Q1 2015, while rental values in Marina Bay rose by 3.8% QOQ to $13.75 per sq ft. This reflects moderate rental growth, compared with the run-up in 2014. This is likely due to the 1.0 million sq ft of non- renewing office leases as well as 0.2 million sq ft of shadow space estimated to be released in 2015.

For the quality and convenience as well as exposure to a less volatile rental trend, premium and Grade-A offices in Raffles Place offer their own value proposition among other prime offices. Table 2.3 highlights the committed rents at selected premium and Grade-A offices in Raffles Place.

Table 2.3: Committed Rents at Selected Offices in Raffles Place Development Current Committed Rents18 ($ per sq ft per month)

OUE Bayfront 11.60 to 14.50

CapitaGreen 12.00 to 16.00

Six Battery Road 12.00 to 14.60

One George Street 11.00 to 11.20 Source: OUE Commercial REIT, CapitaLand Commercial Trust, DTZ Consulting & Research, April 2015

2.5 Capital Values Office capital values have been rising since 2009, on the back of growing investor interest in the office sector, partly fuelled by the relative increase in the availability of strata-titled offices for sale and property cooling measures in the residential and industrial markets. While the global economic uncertainty as well as Total Debt Servicing Ratio (TDSR) framework in June 2013 weighed on yield-sensitive investors, the advent of office rental recovery in 2013 helped usher a second wind for capital values.

Average freehold capital values in Raffles Place rose from $2,600 per sq ft in Q4 2012 to $2,765 per sq ft in Q4 2014, and continued to edge up to $2,795 per sq ft in Q1 2015. Nonetheless, capital values remained about 14% below the previous peak in Q4 2007 (Figure 2.7). Despite the TDSR framework continuing to impact on the strata-titled office market, capital values for office space continued to hold up in 2014 and Q1 2015.

18 For both renewal and new leases.

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Figure 2.7: Average Freehold Capital Values (Raffles Place)

$ per sq ft 3,500

3,000 2,795 2,765 2,500

2,000

1,500

1,000

500

0 Q4 2005 Q4 2006 Q4 2007 Q4 2008 Q4 2009 Q4 2010 Q4 2011 Q4 2012 Q4 2013 Q4 2014 Q1 2015

Source: DTZ Consulting & Research, April 2015

2.6 Investment Market Amid the uncertainty over the expected increase in the US Federal interest rates, overall real estate investment volume fell by 38% to $17.7 billion in 2014. Nonetheless, the office sector accounted for bulk of the activity and was the only sector that experienced an increase in investment volume, which grew by 16.6% to $5.8 billion in 2014.

The office sector, particularly developments in the CBD and Fringe CBD, continued to attract healthy investor interest, amid the increasing rentals and expected tight supply in the CBD in 2015. For instance, AXA Tower at Shenton Way was acquired by a consortium led by Perennial Real Estate Holdings for $1.17 billion ($1,735 per sq ft) in January 2015.

Table 2.4 highlights the major office building transactions in the CBD since 2013.

Independent Market Study for the Office and Retail Real Estate Markets in the Singapore CBDNR R

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Table 2.4: Major Office Building Transactions (CBD) Transacted Unit Price19 Development Address Tenure NLA (sq ft) Vendor Buyer Price APPENDIX G–INDEPENDENTMARKETRESEARCHREPORT ($ per sq ft) ($ million) 2013 16 Collyer Quay 999 years Q1 16 Collyer Quay 142,000 Goldman Sachs NTUC Income 336.6 2,371 (51% stake) leasehold

Alpha Investment Indonesian Q2 135 Cecil Street 135 Cecil Street Freehold 83,100 182.0 2,191 Partners investor

39 Robinson Tuan Sing Q2 Robinson Point Freehold 135,300 Sun Venture 348.9 2,580 Road Holdings

Marina Bay 99 years Hutchison Financial Centre 12 Marina leasehold DBS Group

G-20 Q3 44,955 Whampoa and 115.0 2,558 Tower 3 Boulevard (expires March Holdings Cheung Kong (3.3% stake) 2106) 2014 53,830 Finexis Building 108 Robinson Sin Capital Q1 Freehold (50% strata Robinson Land 123.8 2,300 (50% stake) Road Partners area) 99 yrs leasehold The OUE 50,60,62 Collyer OUE Commercial Q1 (expires 402,374 OUE Limited 1,005 2,498 Bayfront Quay REIT November 2106) Straits Trading 999 yrs The Straits Trading Sun Venture Q2 9 Battery Road 158,902 450 2,832 Building leasehold Company Group

19 Based on transacted price and NLA. Figures do not add up due to rounding off.

Independent Market Study for the Office and Retail Real Estate Markets in the Singapore CBDNR R    

Transacted Unit Price19 Development Address Tenure NLA (sq ft) Vendor Buyer Price

($ per sq ft) APPENDIX G–INDEPENDENTMARKETRESEARCHREPORT ($ million) Lian Beng Group, 99 yrs KSH Holdings, Prudential Tower leasehold Q2 30 Cecil Street 221,080 Keppel REIT KOP and 512 2,316 (92.8% stake) (expires Jan Centurion 2095) Corporation 99 yrs Vibrant Group Q2 Cecil House 139 Cecil Street leasehold (wef 50,045 Cheong Sim Lam Limited and DB2 110 2,177 Aug 2080) Capital Keppel Land and 74 yrs Vibrant Group Q2 Equity Plaza 20 Cecil Street 257,959 Alpha Investment 550 2,181 remaining and TYJ Group Partners 82 yrs CBRE Global Q3 Anson House 72 Anson Road 76,362 SEB 172 2,252 G-21 remaining Investors 99 yrs Marina Bay 12 Marina leasehold Q3 Financial Centre 447,327 Keppel Land Keppel REIT 1,248 2,790 Boulevard (expires March Tower 3 2106) 2015 66.5 yrs Perennial Real Q1 AXA Tower 8 Shenton Way 674,000 BlackRock 1,170 1,735 remaining Estate Holdings Source: DTZ Consulting & Research, April 2015

Independent Market Study for the Office and Retail Real Estate Markets in the Singapore CBDNR R   APPENDIX G – INDEPENDENT MARKET RESEARCH REPORT  

2.7 Outlook

Despite the uneven global economic prospects, Singapore’s economy remains on track for growth. In particular, the services sector is expected to lead growth. According to the Q1 2015 Business Expectations Survey for the services sector, a weighted 70% of firms foresee the business climate to remain stable. It also showed that firms in the finance & insurance sector are the most optimistic. Hiring intentions in the information, technology & telecommunications sector are also healthy, based on the H1 2015 Hudson Report on Singapore’s hiring expectations.

New supply in 2015 is expected to be limited, especially in the CBD. The CBD accounts for only 11% (0.13 million sq ft) of new supply in the whole of 2015 (1.22 million sq ft), all of which is in Shenton Way/ Robinson Road/ Cecil Street.

Given the abovementioned, office rents in the CBD are expected to continue to rise in 2015, albeit at a slower pace compared to 2014. The limited supply in 2015 will be mitigated by office space from non- renewing leases as well as shadow space. In addition, some demand may be offset from occupiers relocating within the micro-market, who are usually moving from older buildings to more well-specified developments.

Going forward, rentals for Grade-A office buildings in Raffles Place, especially those which are well- located e.g., direct access to MRT station, are expected to be relatively resilient, given that there are no known premium and Grade-A offices in the pipeline in the area from 2015 to 2018. In addition, existing Grade-A offices in Raffles Place are uniquely positioned, offering mainly mid-sized floor plates (typically at around 10,000 sq ft), compared with recent and future office developments that offer floor plates of 20,000 sq ft and above.

Despite the challenging economic environment and some companies adopting more flexible working arrangements, many continue to favour the CBD as a choice location. Offices with mid-sized floor plates in Raffles Place offer a strong value proposition to these corporates. Coupled with the growing diversity of occupiers in the CBD, the demand for mid-sized floor plates in Raffles Place is expected to remain relatively firm.

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G-22   APPENDIX G – INDEPENDENT MARKET RESEARCH REPORT   Section 3 Retail Real Estate Market Overview

3.1 Major Retail Locations

Singapore is an established shopping haven with a variety of shopping malls catering to both residents and visitors. The retail property market is anchored by Orchard/ Scotts Road, Singapore’s main shopping destination and entertainment hub, while residents in the Suburban Areas are served by large regional malls. Meanwhile, retail space in the CBD is part of the Other City Areas, which includes other Fringe CBD locations (Map 3.1).

Map 3.1: Major Retail Locations

Suburban Areas

Central Area

Orchard/Scotts Road

Other City Areas JV:``CV  C:HV 

Source: DTZ Consulting & Research, April 2015

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G-23   APPENDIX G – INDEPENDENT MARKET RESEARCH REPORT  

3.2 Supply, Demand, Occupancy

Supply In addition to office developments, there is about 0.9 million sq ft of retail space in the CBD, representing some 2% of retail stock in Singapore (39.9 million sq ft) (Figure 3.1). Unlike Orchard Road or suburban malls, retail offerings in the CBD mainly caters to the estimated 200,000 office workers in the CBD, as well as some business travelers.

As a result, majority of the retail and service offerings in the CBD mainly cater to office workers, e.g. fashion & accessories, banking, dry cleaning, tailors and salons. In addition, a large proportion of retail space in the CBD is for Food & Beverages (F&B). There is a wide variety of F&B offerings, from hawker centres and food courts, to specialty cafes and high-end restaurants.

Figure 3.1: Breakdown of Retail Stock (Q4 2014)20

CBD 0.9 million sq ft 2%

Suburban Areas 18.2 million sq ft 46% Other City Areas 13.3 million sq ft Outside CBD 33% 12.4 million sq ft 31%

Orchard/ Scotts Rd 8.4 million sq ft 21%

Source: URA, DTZ Consulting & Research, April 2015

The retail scene in the CBD is evolving. In addition to the development of Marina Bay, the opening of One Raffles Place (98,500 sq ft) in 2014 added diversity to Raffles Place. It not only provided opportunities for new retail and F&B concepts, but also offered spaces for high street stores, e.g. H&M and Uniqlo, to operate in the hub of the CBD which was previously not available.

With about 10% of market share in the CBD, One Raffles Place is currently the largest purpose-built shopping mall in Raffles Place (Table 3.1).

20 Other City Area: Areas outside the Orchard/ Scotts Road corridor but within the city-limit (defined by URA as the Central Area) CBD includes Raffles Place, Shenton Way/ Robinson Road/ Cecil Street and Marina Bay.

Independent Market Study for the Office and Retail Real Estate Markets in the Singapore CBD NRR

G-24   APPENDIX G – INDEPENDENT MARKET RESEARCH REPORT  

Table 3.1: Selected CBD Shopping Malls21 Development Location NLA (sq ft) China Square Central Cross Street 99,300 One Raffles Place Raffles Place 98,500 Marina Bay Link Mall Marina Boulevard 94,300 One Fullerton Fullerton Road 60,300 (Part of The Fullerton Heritage) Asia Square Tower Marina View 60,000 Raffles Place 43,800 The Sail @ Marina Bay Marina Boulevard 29,000 The Arcade Collyer Quay 28,400 Raffles Xchange Raffles Place 28,000 (Retail space at Raffles Place MRT station) Clifford Centre Raffles Place 27,200 16 Collyer Quay Collyer Quay 22,000 Marina Bayfront Marina Link 21,500 Republic Plaza Raffles Place 19,200 The Fullerton Waterboat House Fullerton Road 18,700 (Part of The Fullerton Heritage) Source: DTZ Consulting & Research, April 2015

There are also growing retail clusters in nearby Fringe CBD areas along the East West Line such as: • Anson Road/ Tanjong Pagar – Retail developments include 100am, ancillary retail e.g., Icon Village and Orchid Hotel as well as conservation shophouse clusters at Tanjong Pagar; and • City Hall and Marina Centre – Existing developments include Suntec City Mall, Raffles City Shopping Centre, City Link Mall and Marina Square, which are connected by underground pedestrian walkways.

Demand and Occupancy As the catchment for retail and F&B are mainly office workers, trading hours in the CBD tend to be limited to weekdays only. However, larger shopping malls like One Raffles Place and China Square Central open throughout the week. To attract shoppers outside of office hours and on the weekends, these shopping malls have special promotions, e.g. free parking after office hours and during weekends, although some retailers still find it tough to compete with the more popular shopping destinations where there is more variety.

Nevertheless, some landlords in the CBD allow retailers to operate only during weekdays. This is conducive for some retailers as it offers them more flexibility in their operations and allows them to better manage their operating costs.

21 Figures have been rounded.

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G-25   APPENDIX G – INDEPENDENT MARKET RESEARCH REPORT  

The “Live-Work-Play” initiative by the URA for the CBD has injected resident population in the CBD. There are currently some 4,600 residential units in the Planning Area (Map 3.2) and another 2,400 units are expected in the next few years. The 970 hotel rooms in the CBD have also led to an increase in visitors to the area. These have increased the on-site catchment for the retail offerings in the CBD, especially for F&B, groceries and services. However, this benefit is not as evident for fashion retailers, whose target markets are mainly office workers.

Map 3.2: Downtown Core Planning Area

:7``QJ 5 OneQ1V`:JR Raffles Place1J@

Source: URA, DTZ Consulting & Research, April 2015

Occupancy in the Other City Areas is marginally lower than that of Orchard/ Scotts Road and Suburban areas. As at end 2014, occupancy for retail spaces in the Other City Areas stood at 93.2%, 0.3%-points lower than that islandwide (Figure 3.2).

Independent Market Study for the Office and Retail Real Estate Markets in the Singapore CBD NRR

G-26   APPENDIX G – INDEPENDENT MARKET RESEARCH REPORT  

Figure 3.2: Occupancy (Islandwide)

98.0%

97.0%

96.0%

95.0%

94.4% 94.0% 93.5% 93.4% 93.0% 93.2%

92.0%

91.0%

90.0%

89.0% Q4 2005 Q4 2006 Q4 2007 Q4 2008 Q4 2009 Q4 2010 Q4 2011 Q4 2012 Q4 2013 Q4 2014

Orchard/Scotts Rd Other City Areas Suburban Areas Islandwide Source: DTZ Consulting & Research, April 2015 3.3 Potential Supply

An estimated 4.1 million sq ft of retail NLA will be completed from Q2 2015 to 2018. About 10% (0.4 million sq ft) of the potential supply is in the CBD, while majority (75%, 3.1 million sq ft) is in the Suburban Areas (Figure 3.3). Competition in the CBD is expected to increase, with the completion of a number of retail developments in the next two years. These include Marina One (GFA: 198,160 sq ft) at Marina Bay, as well as Downtown Galleria (GFA: 252,950 sq ft) at Shenton Way.

Independent Market Study for the Office and Retail Real Estate Markets in the Singapore CBD NRR

G-27   APPENDIX G – INDEPENDENT MARKET RESEARCH REPORT  

Figure 3.3: Potential Supply (Islandwide)22

sq ft 1,600,000

1,400,000

1,200,000

1,000,000

800,000

600,000

400,000

200,000

0 2015 2016 2017 2018

Completed in Q1 2015 Orchard/ Scotts Road Other City Area (outside of CBD) Suburban Areas Other City Area (CBD)

Source: URA, DTZ Consulting & Research, April 2015

Tanjong Pagar Centre (GFA: 198,920 sq ft) at Tanjong Pagar in the Fringe CBD, one MRT station away along the East West Line, will also complete in 2016 (Table 3.2). There will also be retail spaces at mixed-use developments at Crown at Robinson and SBF Centre. While retail units at these two developments are not for sale, a total of eight cafes and 121 shops from the first to third storeys with sizes ranging from 100 to 800 sq ft, are available for sale at Oxley Tower.

Table 3.2: Selected Pipeline Supply Retail Developments23

Development Area Location GFA (sq ft) Remarks

2016 Marina Way/ Straits Marina One CBD 198,200 - View Downtown Gallery CBD Shenton Way 253,000 -

Tanjong Pagar Centre Fringe CBD Wallich Street 198,900 -

2017

Robinson Tower CBD Robinson Road 79,800 -

Oxley Tower CBD Robinson Road 49,800 Strata-titled for sale

22 Of the 280,200 sq ft of islandwide retail space completed in Q1 2015, 55% (154,300 sq ft) is in the Other City Areas, followed by 41% (115,900 sq ft) in the Suburban Areas. The remaining 4% (10,000 sq ft) is in Orchard/ Scotts Road. 23 Figures have been rounded.

Independent Market Study for the Office and Retail Real Estate Markets in the Singapore CBD NRR

G-28   APPENDIX G – INDEPENDENT MARKET RESEARCH REPORT  

Development Area Location GFA (sq ft) Remarks

Pending approval for sale of office units Crown at Robinson CBD Robinson Road 9,200 (retail units are not for sale) Office units are for SBF Centre CBD Robinson Road 2,500 strata sale 2018 and beyond Office/ Retail Cecil Street/ CBD 30,700 - Development Telok Ayer Street

Hotel Development CBD Cross Street 139,900 -

Source: URA, DTZ Consulting & Research, April 2015 3.4 Rental Values and Rents Due to the relatively weak retail market in Other City Areas, retail rentals in this area are lower than that in Orchard/ Scotts Road and Suburban Areas. With the steady growth of visitor numbers and retail sales, retail rentals in Singapore have been stable since 2010. As at Q1 2015, average monthly gross rental value for Other City Areas was $18.00 per sq ft (Figure 3.3).

Figure 3.3: Average Prime24 Monthly Gross Retail Rental Values $ per sq ft per month

35.00

33.00

31.00 30.13 30.03 29.00 28.05 27.00 28.05

25.00

23.00

21.00

19.00 17.98 17.00 17.98

15.00 Q4 2005 Q4 2006 Q4 2007 Q4 2008 Q4 2009 Q4 2010 Q4 2011 Q4 2012 Q4 2013 Q4 2014 Q1 2015

Orchard/ Scotts Road Other City Areas Suburban Areas

Source: DTZ Consulting & Research, April 2015

24 Only rents of prime specialty retail shops, for example those with good frontage or pedestrian footage, are used to compute average gross rents.

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G-29   APPENDIX G – INDEPENDENT MARKET RESEARCH REPORT  

First storey retail space, as well as units that enjoy street frontage and high footfall e.g. basement leading to MRT stations, usually command higher rents compared to upper storey units that do not enjoy the same visibility.

According to the URA, median monthly gross retail rents in Raffles Place were $17.03 per sq ft as at Q1 2015. The highest rental achieved in that quarter was $41.45 per sq ft, and the lowest at $4.76 per sq ft (Figure 3.4). Table 3.3 lists some examples of transacted rents in 2014, which range from $12.50 per sq ft for an upper level retail shop at One Raffles Place to $30.50 per sq ft for a lower level retail shop in The Arcade.

Figure 3.4: Median Retail25 Gross Rents (Raffles Place)26

$]V`_` 

100.00

90.00

80.00

70.00

60.00

50.00

8 40.00

30.00

20.00  8

10.00 8 0.00 Q1 11 Q2 11 Q3 11 Q4 11 Q1 05 Q2 05 Q3 05 Q4 05 Q1 06 Q2 06 Q3 06 Q4 06 Q1 07 Q2 07 Q3 07 Q4 07 Q1 08 Q2 08 Q3 08 Q4 08 Q1 09 Q2 09 Q3 09 Q4 09 Q1 10 Q2 10 Q3 10 Q4 10 Q1 12 Q2 12 Q3 12 Q4 12 Q1 13 Q2 13 Q3 13 Q4 13 Q1 14 Q2 14 Q3 14 Q4 14 Q1 15

Minimum Median Maximum

Source: URA, DTZ Consulting & Research, April 2015

Table 3.3: Recent Transacted Rents (Raffles Place) Month of NLA Monthly Rents Development Unit Transaction (sq ft) ($ per sq ft) Sept 2014 One Raffles Place Level 4-6 592 12.50 July 2014 One Raffles Place #05-18 753 14.00 August 2014 The Arcade Level 1-3 377 30.50 Source: Streetsine, DTZ Consulting & Research, April 2015

25 The URA defines retail space as space used for shop, food & beverage (F&B), entertainment and health & fitness purposes. 26 Data before Q1 2011 refers to shop space only, which is defined by the URA as space used or intended to be used for any trade where the primary purpose is the sale of goods by retail, for example, provision shop, take-away food shop, departmental store. Space used for the provision of services, such as tailoring, barber/beauty salon and photographic are also included.

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G-30   APPENDIX G – INDEPENDENT MARKET RESEARCH REPORT  

The current listings of retail spaces in Raffles Place are mainly for F&B. Asking monthly rents range from $14.00 per sq ft for upper storey space to $44.50 per sq ft for first storey space with street frontage (Table 3.4). Some landlords are also opened to performance-related rents, where a gross turnover rent is charged in place of/ in addition to the base rent.

Table 3.4: Selected Retail Asking Rents (Raffles Place) (Month of listing – April 2015) Use – NLA Lease Monthly Rents Development location of Conditions (sq ft) Term ($ per sq ft) unit Retail – One Raffles Place 150 3 years Bare 32.00 Level 3 & 5 F&B Kiosks – Fully fitted; One Raffles Place 250 3 years 42.00 Basement no exhausts Grease trap and 14.00 (base rent One Raffles Place F&B - Level 4 1,350 - exhaust plus 1% GTO) No exhaust, Republic Plaza Retail 355 - 25.00 to 28.00 light cooking only Retail – The Arcade 320 - No waterpoint 23.40 Level 2 F&B – Ground No exhaust; The Arcade floor (near 247 - 44.50 light cooking only entrance) 16.00 to 17.00 F&B, Retail, Grease trap & (or 15% to18% One Fullerton Other retail – 8,202 2 years exhaust GTO whichever is Level 2 higher) 2,066 + The Fullerton F&B – Grease trap & 832 2 years 17.00 Waterboat House Level 3 exhaust rooftop Retail – Robinson Point 807 - Water point 20.00 Street level Source: ST Property, CommercialGuru, DTZ Consulting & Research, April 2015

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G-31   APPENDIX G – INDEPENDENT MARKET RESEARCH REPORT  

3.5 Capital Values and Prices The retail strata sales market was boosted by the increase in demand from retail investors, after the implementation of the Additional Buyer’s Stamp Duty (ABSD) in Q1 2013 for residential properties. Average freehold capital values increased by as much as 16% YOY in both Q1 and Q2 2013 for Orchard/ Scotts Road. That for Other City Areas also increased by 6.4% YOY in Q1 2013 (Figure 3.5).

Figure 3.5: Average Freehold Resale Prime Retail Capital Values

$per sq ft 6,000

5,000 4,786 4,771

4,000

3,180 3,000 3,195 2,850 2,828

2,000

1,000

0 Q4 2005 Q4 2006 Q4 2007 Q4 2008 Q4 2009 Q4 2010 Q4 2011 Q4 2012 Q4 2013 Q4 2014 Q1 2015

Orchard/ Scotts Road Other City Areas Suburban Areas

Source: DTZ Consulting & Research, April 2015

Since then, with the slowdown of economy and the implementation of the TDSR framework in June 2013, the strata sales market stabilised. Average capital value for freehold resale prime retail units in the Other City Area was $3,180 per sq ft in Q1 2015. This was almost 50% lower than that for Orchard/ Scotts Road, where there is limited strata-titled stock.

There are limited sales transactions for retail in Raffles Place. Two units at The Arcade were transacted in Q1 2015, with unit prices ranging from $7,863 per sq ft for a 248 sq ft unit to $12,000 per sq ft for a 65 sq ft unit (Table 3.5).

Table 3.5: Recent Transactions for Retail Units (Raffles Place) Project Area Transacted Unit Price Transacted Date Tenure Name (sq ft) Price ($) ($ per sq ft) 99 Yrs from Feb 2015 The Arcade 65 780,000 12,000 1 October 1979 99 Yrs from Jan 2015 The Arcade 248 1,950,000 7,863 1 October 1979 Source: URA, DTZ Consulting & Research, April 2015

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G-32   APPENDIX G – INDEPENDENT MARKET RESEARCH REPORT  

3.6 Outlook The retail market in Singapore will continue to face challenges with increasing labour costs, revision of foreign hiring quota, as well as changing consumer habits and trends, e.g. the increasing use of e- retailing. The increasing affluence of Singapore residents and popularity of budget travelling has also led to leakage of shopper dollars. Malls in Singapore are no longer only competing among themselves, but also with those in the region.

While Orchard/ Scotts Road area will continue to be the main shopping destination in Singapore, attracting not only local shoppers but also visitors, the expected completion of commercial, residential and hotel developments will increase the primary catchment size in Raffles Place. DTZ estimates that office worker population in the CBD will increase from the existing 200,000 workers to some 235,000 workers in the next few years. The additional 2,200 residential units and almost 300 hotel keys in the area will also contribute to the increase in live-in population in the CBD.

However, retail offerings in the CBD will continue to focus on office workers with weekday trading. Competition of retail developments in the CBD will also intensify, with the completion of new retail spaces in the area. To attract shoppers and maintain competitiveness, retailers and shopping centre management in the CBD will have to continue to refresh their concepts and innovate. On the other hand, the sizable on-site catchment and relatively lower rental will continue to attract retailers, especially start- ups and niche retailers, to test their concepts, which in turn add dynamism and diversity to the retail scene in the CBD.

With the challenging overall retail market in Singapore, retail rents are not expected to grow significantly in the next three years. Nevertheless, Singapore will continue to be a popular shopping destination. With the government actively promoting Singapore not only as a tourist attraction but also as a regional Meetings, Incentives, Conventions and Exhibitions (MICE) destination, as well as the activities being held in 2015 to celebrate SG50, the retail market is expected to be relatively resilient.

Independent Market Study for the Office and Retail Real Estate Markets in the Singapore CBD NR R

G-33   APPENDIX G – INDEPENDENT MARKET RESEARCH REPORT   Section 4 Site and SWOT Analysis

4.1 Location and Accessibility One Raffles Place comprises two Grade-A office towers – 62-storey Tower One and 38-storey Tower Two, as well as a five-storey retail podium with a basement level. The subject property is strategically located in the heart of Raffles Place, the traditional prime business and financial district of Singapore. (Map 4.1)

Map 4.1 Location of One Raffles Place in Singapore Singapore River

4 E

1 C

A OUE Link W One Raffles L

E P

Place S 6 E

2 L

F

S F

N A OUE Tow er Marina Bay

R

OUE Bayfront

1 E T C N O 6 R 1 F T Y D A B

OUE Downtown

Source: DTZ Consulting & Research, April 2015

One Raffles Place enjoys excellent connectivity. It is located directly above and seamlessly connected to Raffles Place MRT station, a major interchange for the East West and North South MRT Lines. Pedestrians enjoy convenient access to various buildings and amenities within the CBD via underground pedestrian linkages and multiple MRT station exits.

One Raffles Place is conveniently connected to major expressways, including AYE, CTE, ECP and MCE. These expressways connect the rest of Singapore to the CBD. In particular, ECP provides a direct route between the CBD and Changi Airport.

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4.2 Property Description Tower One was completed in 1988. Following the success of Tower One, Tower Two was completed in 2012. Designed by Pritzer Prize laureate Kenzo Tange (Tower One) and Noritake Tange (Tower 2), this iconic landmark building is one of the tallest buildings (Tower One at 280m) in Raffles Place with over 700,000 sq ft of office NLA, providing column free floor plates between 8,800 and 10,500 sq ft.

The retail podium at One Raffles Place (about 98,500 sq ft) reopened in 2014 after alterations and additions work. It is currently the largest purpose-built shopping mall in Raffles Place, accounting for about 10% of retail stock in the CBD. Offering a wide range of retail, F&B and services, it provides exciting shopping and dining options, particularly to the substantial working population in the vicinity.

It also features 1-Altitude, which comprises three concepts: 1 Altitude Gallery & Bar on level 63, Stellar on level 62 and Altimate on level 61. On top of offering a variety of culinary options and premier clubbing experience, diners and club goers are able to enjoy 360 degree panoramic view of Singapore and beyond.

With its strategic location and quality building specifications, One Raffles Place has attracted many established tenants across different industries. These include Canadian Imperial Bank of Commerce, Michael Page International, Pramerica Real Estate Investors (Asia) Pte Ltd, Mitsui Chemicals Asia Pacific Ltd and TNT Express Worldwide N.V.

As for One Raffles Place shopping mall, established retailers including H&M, UNIQLO and Victoria’s Secret as well as a diverse range of F&B, e.g. The Daily Cut, Kotobuki Japanese Restaurant, Food Leisure opened their stores in One Raffles Place.

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4.3 Property Particulars

Table 4.1: Property Particulars (One Raffles Place) Name of Building One Raffles Place One Raffles Place Retail Podium Tower One Tower Two Site Address 1 Raffles Place, Singapore 048616 Year of Completion 1988 2011 Refurbished in 2014 Land Tenure Tower One and retail podium: Leasehold title of 841 years, three months and 20 days commencing 1 November 1985

Retail podium: 99-year leasehold title commencing 1 November 1985

Tower Two: 99-year leasehold title commencing 26 May 1983

Tower Two (former Service Road): 99-year leasehold title commencing 26 May 1983 Zoning Commercial with base plot ratio of 12.6+ Number of storeys 62 storeys with rooftop 38 storeys 5 storeys and 1 viewing gallery (1-Altitude basement level Gallery & Bar) Gross Floor Area 119,725.8 sq m (1,288,717 sq ft) Office NLA Approximately 761,500 sq ft - Retail NLA - - Approximately 98,500 sq ft Typical Office Floor 8,800 10,500 - Plate (sq ft) Floor loading 3.5kN per sq m and 7.5kN per sq m for compactus - loading along 1m width of core wall area Electricity supply Dual feed for 22kV incoming power supply Electricity loading 60 Amp three phase 40 Amp three phase neutral - neutral isolator normal isolator normal source, 20 source Amp three phase neutral isolator emergency source Number of Lifts 18 lifts 12 lifts 2 lifts Number of 326 lots Car Parking Lots Source: OUE Limited, DTZ Consulting & Research, April 2015

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4.4 Property Performance DTZ estimates that the overall office occupancy of the office towers of One Raffles Place at 85.0% to 90.0%, as at end Q1 2015, while that for the retail podium is estimated at 90.0% to 95.0%.

Meanwhile, the estimated monthly gross rents for the offices at One Raffles Place ranges from $9.50 to $10.00 per sq ft, as at end Q1 2015, while that for the retail podium is estimated at $14.00 to $15.00 per sq ft (Table 4.2).

Table 4.2: Estimated Occupancy and Rents (One Raffles Place) As at Q1 2015 One Raffles Place Retail Podium (Towers One and Two) Estimated Occupancy 85.0% to 90.0% 90.0% to 95.0%

Estimated Monthly Gross 9.50 to 10.00 14.00 to 15.00 Rents ($ per sq ft) Source: DTZ Consulting & Research, April 2015

One Raffles Place is a unique mixed-use development in the CBD, with a critical mass of Grade-A office space and one of the largest shopping malls in the area. With its excellent location at the heart of the Raffles Place and seamless connection to Raffles Place MRT interchange station, One Raffles Place is well-positioned vis-à-vis other premium and Grade-A offices in the vicinity (Table 4.3). In addition, One Raffles Place Tower Two is one of the most recent additions to Raffles Place, which has seen limited new supply over the past five years.

Average monthly Grade-A office rental values in Raffles Place have increased by more than 10% in the last three years. With some leases expiring this year, the subject property may experience some positive rental reversion in 2015.

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G-37     Table 4.3: Property Particulars (One Raffles Place) Name of Building One Raffles One Raffles Ocean Financial UOB Plaza 1 Republic Plaza 1 Republic Plaza 2 Place Place Centre

Tower One Tower Two APPENDIX G–INDEPENDENTMARKETRESEARCHREPORT Site Address 1 Raffles Place 10 Collyer Quay 80 Raffles Place 9 Raffles Place Year of Completion 1988 2011 2011 1992 1996 1997 Number of storeys 62 storeys with 38 storeys 43 storeys 66 storeys 66 storeys 20 storeys rooftop viewing gallery (1- Altitude Gallery & Bar) Office NLA (sq ft) Approximately 761,500 876,900 623,300 694,300 77,500 Typical Office Floor 8,800 10,500 20,000 to 23,000 8,400 to 12,400 5,200 to 14,700 9,700 Plate (sq ft) Floor loading 3.5kN 3.5kN 3.0kN 4.0kN 4.0kN per sq m per sq m per sq m per sq m per sq m Electricity supply Dual feed for 22kV Dual feed for 22kV Four 1,000 KVA 60A 3-phase per floor 4 x 60A single-phase

G-38 incoming power supply incoming power supply emergency per floor generators Number of Lifts 18 12 28 24 15 6 Number of Car 326 224 600 500 505 Parking Lots Estimated 85.0% to 90.0% 100.0% 100.0% 95.0% to 98.0% 100.0% Occupancy (as at Q1 2015) Estimated Monthly 9.50 to 10.00 11.00 to 13.00 12.00 to 13.50 10.00 to 11.50 - Gross Rents (asking) ($ per sq ft) Source: OUE Limited, DTZ Consulting & Research, April 2015

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4.5 SWOT Analysis: Office Strengths Opportunities • Strategically located in the heart of Raffles • Limited completions in the vicinity – Office Place, the traditional CBD. Raffles Place, buildings in the surroundings are relatively old together with Marina Bay, is Singapore’s and apart from GSH Plaza (expected to financial and business hub. Raffles Place is complete in 2016), there are no other known expected to remain a focal point of the CBD, office completions in the Raffles Place micro- amid the rapid growth of the Marina Bay market from 2015 to 2020 precinct and will benefit from the seamless • Apart from the regular mainstay i.e., finance & expansion; subject property’s strategic location insurance and business services, there are will remain a strong pull-factor to prospective new industries driving the office market tenants e.g., Telecommunications, Media and • World class design - Designed by Pritzker Technology (TMT), particularly companies in Prize laureate Kenzo Tange (Tower One) and Social, Mobile, Analytics and Cloud (SMAC) the internationally acclaimed architect Paul activities. This is in line with the growth clusters Noritaka Tange (Tower Two) earmarked by the government • Iconic and landmark building – One Raffles • The subject property’s office floorplates are Place Tower One is one of the tallest buildings mid-sized (8,800 sq ft to 10,500 sq ft), in the CBD (280m, 63-storeys). Enjoys 360 compared with new and upcoming offices in degree panoramic view of the entire city and the CBD (20,000 sq ft and above), making One beyond to the Straits of Singapore. Raffles Place unique o 1-Altitude, a multi-concept lifestyle F&B • Opportunity to command rental premium over and entertainment destination (16,000 sq other offices in the CBD due to its green ft) is located on levels 61 to 63 of One features, which draws MNCs with strong Raffles Place Tower One. It is one of the environmental awareness and social world’s highest al freasco bar. It is a corporate responsibility popular venue for corporate/ business events. • Excellent accessibility o Served by Ayer Rajah Expressway (AYE), Central Expressway (CTE), East Coast Expressway (ECP) and Marina Coastal Expressway (MCE) o Located directly above and seamlessly linked to the Raffles Place MRT station, a major MRT interchange for the East West and North South Lines o Connected to a comprehensive underground network of air-conditioned pedestrian walkways linking to other developments in Raffles Place e.g., OUE Bayfront, Ocean Financial Centre and Republic Plaza as well as Marina Bay e.g., One Raffles Quay and Marina Bay Financial Centre and Marina Bay Link Mall

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• Direct access to One Raffles Place retail podium • Proximity to complementary amenities and developments including retail, entertainment, hospitality and residential developments as well as Raffles Place Park • Building specifications suitable for a diverse range of tenants including MNCs and professional firms. This includes: o Spacious and distinctive lobbies that convey a strong sense of arrival and prestige o Column-free floorplates o Dual power feed o Regular floorplates, raised floors and high security features (bomb-blast protected) • One Raffles Place Tower Two is certified BCA Greenmark Platinum for its eco-friendly green features such as double glazed low emission glass, photovoltaic cells and rainwater harvesting • Diverse tenant base with established blue- chip tenants across many industries: o Finance & insurance – Canadian Imperial Bank of Commerce, Lazard Asia Ltd and Pramerica Real Estate Investors (Asia) Pte Ltd o Others – Michael Page International, Mitsui Chemicals Asia Pacific Ltd, Mubadala Petroleum (SE Asia) Limited, Protiviti Pte Ltd, TNT Express Worldwide N.V. and Virgin Active Weaknesses Threats • Relatively older building - One Raffles Place • Competition from future CBD office Tower One was completed in 1988 developments, especially in 2016 o Following the limited new supply in the CBD in 2015 (0.1 million sq ft), there is significant supply expected in 2016 (2.3 million sq ft), from Marina One in Marina Bay and V on Shenton in Shenton Way/ Robinson Road/ Cecil Street • Competition from offices in decentralised areas, particularly those with Grade-A specifications Source: DTZ Consulting & Research, April 2015

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4.6 SWOT Analysis: Retail Strengths Opportunities • The largest shopping centre (about 98,500 • Expected increased catchment, alongside sq ft) in the heart of the Raffles Place the URA’s Live-Work-Play vision for the city • Excellent accessibility – Seamlessly centre (especially Marina Bay): connected to Raffles Place MRT interchange o Live-in population in Downtown Core station and other developments in the CBD Planning Area expected to increase, on the • Part of the retail cluster with other retail spaces back of an expected completion of 2,400 in Raffles Place e.g. Chevron House, Change residential units in the next six years Alley, The Arcade, OUE Link and Raffles o About 840 hotel keys expected in Raffles Xchange. Marina Bay Link Mall, is also directly Place in the next three years linked to One Raffles Place via air-conditioned o Potential spillover benefits from underground pedestrian walkways Singapore River One, a private sector-led • Enjoys a substantial captive catchment. initiative responsible for the place Based on latest DTZ estimates, there is about: management of the entire Singapore River o 200,000 office workers working in the CBD precinct, including Boat Quay, which is o 4,600 residential units in the Downtown near the subject property Core Planning Area • Increase range of retail offerings to better o 970 hotel27 keys in the Raffles Place micro- cater to the live-in population and visitors market e.g. business travellers, given the expected • Newly refurbished shopping centre increase in these source markets provides contemporary shopping experience o As the live-in and visitor catchments reach compared to the surrounding retail offerings critical mass, there is a potential to cater to which are relatively dated weekday nights/ weekend events • The mall is well-positioned to cater to the office o Continue to develop unique F&B concepts catchment and features a wide spectrum of to attract both weekday and weekend retail, F&B and services. In particular, there crowds are: o International fashion and accessories brands e.g. H&M, UNIQLO, Melissa and Victoria’s Secret o Unique F&B concepts, especially at the basement level, which are popular with office workers during weekday lunch

27 Includes serviced apartments.

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Weaknesses Threats • Raffles Place is not a destinated shopping • Competition from other retail developments location, compared with Orchard Road – in the CBD e.g., OUE Downtown. There are mainly perceived for convenience shopping also sizeable retail clusters in nearby areas and impulse buying along the East West Line such as: • The retail offerings cater mainly to office o Tanjong Pagar – Existing developments workers in the vicinity include 100am, ancillary retail e.g., Icon • Short trading hours - while the shopping mall Village and Orchid Hotel as well as operates from 10am to 9pm daily, there is conservation shophouse cluster at Tanjong limited footfall aside from weekday lunch hours Pagar. Future developments include Tanjong Pagar Centre (expected TOP in 2016) o City Hall and Marina Centre – Existing developments include Suntec City Mall, Raffles City Shopping Centre, City Link Mall and Marina Square, which are connected by underground pedestrian walkways • Competition from suburban retail malls which are conveniently located near residents. Many of the newer suburban malls also have similar brands and offerings as those in the city centre, providing alternatives to shoppers Source: DTZ Consulting & Research, April 2015

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G-42   APPENDIX G – INDEPENDENT MARKET RESEARCH REPORT   Section 5 Conclusion

Despite the challenging global economic outlook, Singapore’s economy is still expected to grow, at around 2.0% to 4.0% in 2015. According to Oxford Economics, Singapore’s economy is expected to remain healthy, with real GDP growth from 2016 to 2018 projected at around 3.4% to 3.6% per annum.

Singapore’s CBD has evolved significantly into one of the leading global financial and business hubs. Coupled with the government pro-active efforts to maintain Singapore’s competitive edge e.g., by creating a comprehensive live-work-play environment in the CBD and developing the New Downtown at Marina Bay, the CBD possesses a dynamic office and increasingly vibrant retail market.

Raffles Place is the most established and accessible business location in the CBD, with a high concentration of corporates. In particular, premium and Grade-A offices in Raffles Place are typically the preferred choice for most financial institutions and MNCs.

Office supply in Raffles Place has been relatively tight over the past decade. Offices in the area, including those that were recently completed, have achieved healthy commitments. With its increasingly diversified tenant profile, rents in Raffles Place have held up well and are less volatile, especially for the better specified premium and Grade-A offices.

The retail market in the CBD has grown and evolved significantly. It is supported by the increase in working, live-in and transient (business visitors) population. While the CBD’s retail offerings are mainly driven by office workers, the area’s growing on-site catchment and relatively lower rents will continue to attract retailers.

The subject property, One Raffles Place, is a unique mixed-use development in the CBD, with a critical mass of Grade-A office space and one of the largest shopping malls in the area. With its excellent location at the heart of the Raffles Place and seamless connection to Raffles Place MRT interchange station, One Raffles Place is both a premier business and shopping destination in the CBD.

Going forward, rentals for Grade-A office buildings in Raffles Place, especially those which are well- located e.g., direct access to MRT station, are expected to be relatively resilient, given that there are no known premium and Grade-A offices in the pipeline in the area from 2015 to 2018. In addition, existing Grade-A offices in Raffles Place are uniquely positioned, offering mainly mid-sized floor plates (typically at around 10,000 sq ft), compared with recent and future office developments that offer floor plates of 20,000 sq ft and above.

Despite the challenging economic environment and some companies adopting more flexible working arrangements, many continue to favour the CBD as a choice location. Offices with mid-sized floor plates in Raffles Place offer a strong value proposition to these corporates. Coupled with the growing diversity of occupiers in the CBD, the demand for mid-sized floor plates in Raffles Place is expected to remain relatively firm.

With the challenging overall retail market in Singapore, retail rents are not expected to grow significantly in the next three years. Nevertheless, Singapore will continue to be a popular shopping destination and the retail market is expected to be relatively resilient.

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Limiting Conditions

Where it is stated in the report that information has been supplied to us in the preparation of this report by the sources listed, this information is believed to be reliable and we will accept no responsibility if this should be otherwise. All other information stated without being attributed directly to another party is obtained from our searches of records, examination of documents or enquiries with relevant government authorities.

The forward statements in this report are based on our expectations and forecasts for the future. These statements should be regarded as our assessment of the future, based on certain assumptions on variables which are subject to changing conditions. Changes in any of these variables may significantly affect our forecasts.

Utmost care and due diligence has been taken in the preparation of this report. We believe that the contents are accurate and our professional opinion and advice are based on prevailing market conditions as at the date of the report. As market conditions do change, we reserve the right to update our opinion and forecasts based on the latest market conditions.

DTZ gives no assurance that the forecasts and forward statements in this report will be achieved and undue reliance should not be placed on them.

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G-44 APPENDIXH

EXISTINGINTERESTEDPERSONTRANSACTIONS

The table below sets out details of all Existing Interested Person Transactions entered into between (1) OUE C-REIT and (2) the Sponsor and its subsidiaries and associates, during the course of the current financial year up to the Latest Practicable Date, which are the subject of aggregation pursuant to Rule 906 of the Listing Manual.

Value of Transaction No. InterestedPerson NatureofTransaction S$’000 1 Sponsor and its subsidiaries Leasing and related activities at OUE 4,619 Bayfront which includes rent- adjustment in relation to the rent- review provision in the lease agreements, the surrender of lease agreement, payment of car park fees for season parking and consumption of air-conditioning, chilled water and utilities at the leased premises. Total 4,619

The Existing Interested Person Transactions set out above has been subject to the internal control procedures established by the Manager to ensure such transactions are undertaken on normal commercial terms and are not prejudicial to the interest of OUE C-REIT and its minority Unitholders. These procedures include the review and approval of such transactions by the Audit and Risk Committee, as appropriate.

Details of the Existing Interested Person Transactions

The rent payable under the lease agreements entered into (i) between OUE C-REIT and the Sponsor and (ii) between OUE C-REIT and the Manager were adjusted pursuant to the rent-review provisions in the aforementioned lease agreements.

The Sponsor had entered into an agreement with OUE C-REIT for the surrender of the lease relating to units #08-06 and #08-07 at OUE Bayfront and these units have since been leased to third parties.

The Sponsor and its subsidiaries had made payment to OUE C-REIT for the car park fees for the season parking and consumption of air-conditioning, chilled water and utilities at OUE Bayfront.

H-1 This page has been intentionally left blank. NOTICEOFEXTRAORDINARYGENERALMEETING

NOTICEISHEREBYGIVEN that an EXTRAORDINARYGENERALMEETING of OUE Commercial Real Estate Investment Trust (“OUEC-REIT”) will be held at Marina Mandarin Singapore, Marina Mandarin Ballroom, Level 1, 6 Raffles Boulevard, Singapore 039594 on Monday, 27 July 2015 at 2.00 p.m. for the purpose of considering and, if thought fit, passing (with or without modification) the following resolutions:

1. THE PROPOSED ACQUISITION OF AN INDIRECT INTEREST IN ONE RAFFLESPLACE ANDTHEPROPOSEDCPPUISSUE(ORDINARYRESOLUTION)

That subject to and contingent upon the passing of Resolution 2:

(i) approval be and is hereby given for the proposed acquisition of an indirect interest in One Raffles Place from OUE Limited (the “Sponsor”) through the acquisition of the entire issued share capital of Beacon Property Holdings Pte. Ltd., which holds a percentage of the issued share capital in OUB Centre Limited (the “Acquisition”), on the terms and conditions set out in the sale and purchase agreement dated 10 June 2015 entered into between DBS Trustee Limited (in its capacity as trustee of OUE C-REIT) (the “Trustee”) and the Sponsor (the “SPA”) as described in the circular to unitholders of OUE C-REIT (“Unitholders”) dated 1 July 2015 (the “Circular”) and the entry into the SPA be and is hereby approved and ratified;

(ii) approval be and is hereby given for the proposed issuance of new units in OUE C-REIT (“Units”) for payment of the acquisition fee to OUE Commercial REIT Management Pte. Ltd., as manager of OUE C-REIT (the “Manager”) for the proposed Acquisition;

(iii) approval be and is hereby given for the proposed issuance of up to S$550.0 million convertible perpetual preferred units (“CPPUs”) to the Sponsor (or its nominees) (the “CPPU Issue”) for part payment of the purchase consideration for the proposed Acquisition;

(iv) approval be and is hereby given for the payment of all fees and expenses relating to the proposed Acquisition and the proposed CPPU Issue;

(v) approval be and is hereby given for the entry by OUE C-REIT (whether directly or indirectly through its subsidiaries) into all agreements and transactions in connection with the proposed Acquisition and the proposed CPPU Issue and all ancillary agreements contemplated thereby or incidental thereto, or which are necessary to give effect to the proposed Acquisition and the proposed CPPU Issue; and

(vi) the Manager, any director of the Manager and the Trustee be and are hereby severally authorised to do all such acts and things as they may consider necessary, desirable or expedient for the purpose of giving effect to the proposed Acquisition and the proposed CPPU Issue and/or the transactions contemplated under this resolution, including without limitation to the foregoing, to negotiate, sign, execute and deliver all documents, approve any amendments, alterations or modifications to any document (if required).

I-1 2. THE PROPOSED TRUST DEED SUPPLEMENT FOR THE ISSUE OF PREFERREDUNITS (EXTRAORDINARYRESOLUTION)

That:

(i) approval be and is hereby given to supplement the trust deed constituting OUE C-REIT dated 10 October 2013 (as amended and restated by a first amending and restating deed dated 9 January 2014 and supplemented by a first supplemental deed dated 26 January 2015) (the “Trust Deed”) with the proposed Trust Deed Supplement (as defined in the Circular) set out in Appendix A of the Circular; and

(ii) the Manager, any director of the Manager and the Trustee, be and are hereby severally authorised to do all such acts and things as they may consider necessary, desirable or expedient for the purpose of giving effect to the proposed Trust Deed Supplement and/or the transactions contemplated under this resolution, including without limitation to the foregoing, to negotiate, sign, execute and deliver all documents, approve any amendments, alterations or modifications to any document (if required).

By Order of the Board OUE Commercial REIT Management Pte. Ltd. (as manager of OUE Commercial Real Estate Investment Trust) (Company Registration No. 201327018E)

Ng Ngai Company Secretary 1 July 2015

Important Notice:

(1) AholderoftheUnitsinOUEC-REIT(“Unitholder”) entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint not more than two proxies to attend and vote in his stead. A proxy need not be a Unitholder.

(2) Where a Unitholder appoints more than one proxy, he/she must specify the proportion of his/her holding (expressed as a percentage of the whole) to be represented by each proxy. Where a Unitholder appoints two proxies and does not specify the proportion of his/her unitholding to be represented by each proxy, then the Units held by the Unitholder are deemed to be equally divided between the proxies.

(3) The instrument appointing a proxy or proxies (as the case may be) must be lodged at the Unit Registrar’s office at Boardroom Corporate & Advisory Services Pte. Ltd., 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623, not less than 48 hours before the time appointed for the Extraordinary General Meeting.

Personal data privacy:

By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the EGM and/or any adjournment thereof, a Unitholder (i) consents to the collection, use and disclosure of the Unitholder’s personal data by the Manager and the Trustee (or their agents) for the purpose of the processing and administration by the Manager and the Trustee (or their agents) of proxies and representatives appointed for the EGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the EGM (including any adjournment thereof), and in order for the Manager and the Trustee (or their agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “Purposes”), (ii) warrants that where the Unitholder discloses the personal data of the Unitholder’s proxy(ies) and/or representative(s) to the Manager and the Trustee (or their agents), the Unitholder has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Manager and the Trustee (or their agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the Unitholder will indemnify the Manager and the Trustee in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the Unitholder’s breach of warranty.

I-2 IMPORTANT OUE COMMERCIAL REAL ESTATE 1. For investors who have used their CPF monies to buy units in OUE Commercial Real Estate Investment Trust (“Units”), this Circular to INVESTMENTTRUST Unitholders dated 1 July 2015 is forwarded to them at the request of their CPF (a real estate investment trust constituted on 10 October 2013 Approved Nominees and is sent solely FOR THEIR INFORMATION ONLY. under the laws of the Republic of Singapore) 2. This Proxy Form is not valid for use by such 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 an observer must submit their requests through their CPF Approved Nominees within the time frame specified. If they also wish to vote, they must submit their voting instructions to the CPF Approved Nominees within the time frame PROXYFORM specified to enable them to vote on their behalf. Personal Data Privacy EXTRAORDINARYGENERALMEETING By submitting an instrument appointing a proxy(ies) and/or representative(s), the Unitholder accepts and agrees to the personal data privacy terms set out in the Notice of Extraordinary General Meeting dated 1 July 2015.

l/We (Name(s) with NRIC No./Passport No./ Company Registration No.) of (Address) being a unitholder/unitholders of OUE Commercial Real Estate Investment Trust (“OUEC-REIT”), hereby

------appoint:

NRIC/Passport Proportion of Name Address Number Unitholding Number % of Units

and/or (delete as appropriate)

NRIC/Passport Proportion of Name Address Number Unitholding Number % of Units

or, both of whom failing, Mr. Ng Lak Chuan or failing him, Mr. Loh Lian Huat or failing him, Mr. Carl Gabriel Florian Stubbe as my/our proxy/proxies to attend and to vote for me/us on my/our behalf and if necessary, to demand a poll, at the Extraordinary General Meeting (“EGM”) to be held on Monday, 27 July 2015 at 2.00 p.m. at Marina Mandarin Singapore, Marina Mandarin Ballroom, Level 1, 6 Raffles Boulevard, Singapore 039594 and any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against the resolution to be proposed at the EGM as indicated hereunder. If no specific direction as to voting is given, the proxy/proxies will vote or abstain from voting at his/their discretion, as he/they will on any other matter arising at the EGM.

To be used on a To be used in the

------show of hands event of a poll

Number of Number of No. Resolution For* Against* Votes For** Votes Against**

1 To approve the proposed acquisition of an indirect interest in One Raffles Place and the proposed CPPU issue (Ordinary Resolution) (Conditional upon Resolution 2)

2 To approve the proposed Trust Deed Supplement for the issue of preferred units (Extraordinary Resolution)

* If you wish to exercise all your votes “For” or “Against”, please tick (ߛ) within the box provided. ** If you wish to exercise all your votes “For” or “Against”, please tick (ߛ) within the box provided. Alternatively, please indicate the number of votes as appropriate.

Dated this day of 2015. Total No. of units held

Signature(s) of Unitholder(s) or Common Seal of Corporate Unitholder Important: Please read notes on the reverse side ¢ ------1st fold (This flap for sealing) – “Glue all sides firmly.” Stapling & spot sealing is disallowed.

Notes to Proxy Form 1. A Unitholder entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint not more than two proxies to attend and vote in his/her stead. 2. Where a Unitholder appoints more than one proxy, he/she must specify the proportion of his/her holding (expressed as a percentage of the whole) to be represented by each proxy. Where a Unitholder appoints two proxies and does not specify the proportion of his/her unitholding to be represented by each proxy, then the Units held by the Unitholder are deemed to be equally divided between the proxies. 3. A proxy need not be a Unitholder. 4. A Unitholder should insert the total number of Units held. If the Unitholder has Units entered against his name in the Depository Register maintained by The Central Depository (Pte) Limited (“CDP”), he should insert that number of Units. 5. If the Unitholder is shown to not have any Units entered against his name as at 48 hours before the time fixed for the Extraordinary General Meeting, the instrument appointing a proxy or proxies (the “Proxy Form”) will be rejected. 6. The Proxy Form must be deposited at the Unit Registrar’s office at Boardroom Corporate & Advisory Services Pte. Ltd, 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623, not less than 48 hours before the time fixed for the Extraordinary General Meeting. 7. The Proxy Form must be signed by the appointor or of his attorney duly authorised in writing. Where the Proxy Form is executed by a corporation, it must be executed either under its common seal or under the hand of its attorney or a duly authorised officer. 8. Where a Proxy Form is signed on behalf of the appointor by an attorney or a duly authorised officer, the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must (failing previous registration with the Manager) be lodged with the Proxy Form; failing which the instrument may be treated as invalid.

2nd fold here

Postage will be paid by addressee. For posting in  Singapore only. BUSINESS REPLY SERVICE PERMIT NO. 09222  D 

OUE Commercial REIT Management Pte. Ltd. (as manager of OUE Commercial Real Estate Investment Trust) c/o Unit Registrar Boardroom Corporate & Advisory Services Pte. Ltd. 50 Raffles Place #32-01 Singapore Land Tower Singapore 048623

3rd fold here

9. 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 specified 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 name in the Depository Register as at 48 hours before the time appointed for holding the Extraordinary General Meeting, as certified by CDP to the Manager. 10. All Unitholders will be bound by the outcome of the Extraordinary General Meeting regardless of whether they have attended or voted at the Extraordinary General Meeting. 11. 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 (i) the Chairman, (ii) by five or more Unitholders present in person or by proxy and having the right to vote at the meeting, or (iii) by Unitholders present in person or by proxy representing not less than 10.0% of the total voting rights of all the Unitholders having the right to vote 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. 12. On a show of hands, every Unitholder who (being an individual) is present in person or by proxy or (being a corporation) is present by one of its officers as its proxy shall have one vote. On a poll, every Unitholder who is present in person or by proxy shall have one vote for every Unit of which he is the Unitholder. A person entitled to more than one vote need not use all his votes or cast them the same way. KEY BENEFITS TO UNITHOLDERS

1. ACQUISITION OF A LANDMARK COMMERCIAL PROPERTY IN SINGAPORE 2. ACQUISITION AT AN ATTRACTIVE PRICE

The agreed value for the OUBC Interest of S$1,715 million translates to an attractive price of S$2,382 per square foot (“psf”),  Raffles Place is perceived as the most accessible compared to recently transacted prices of Grade-A properties in the Raffles Place area office location in the CBD and is expected to

remain a focal point of the CBD, with its strategic TRANSACTED PRICE (S$ psf) location offering a strong pull-factor for existing Remaining Weighted average of 847 years 80 years 92 years More than and prospective tenants Land Tenure: 435 years 840 years 2,830  The Property is situated above and seamlessly 2,498 linked to the Raffles Place MRT interchange 2,382 2,316 2,374 station, one of Singapore’s major interchange stations, which links to an extensive underground network of pedestrian walkways connecting other developments within Raffles Place as well as Marina Bay

 Enjoys enhanced accessibility to other parts of Singapore via proximity to major expressways: - Marina Coastal Expressway OUBC Interest(1) Straits Trading Building Prudential Tower(2) OUE Bayfront Hitachi Tower(3) - Central Expressway (in progress) (Sep 2014) (May 2014) (Jan 2014) (Jan 2013) - East Coast Parkway Source: Unless otherwise indicated, the information in the chart is based on information provided in the valuation report of the OUBC interest by Cushman & Wakefield dated 9 June 2015 - Ayer Rajah Expressway (1) This is specific information provided by the Manager for the purpose of comparison (2) Based on the sale of a 92.8% stake in Prudential Tower (3) Based on the sale of a 51% stake in Hitachi Tower which valued the property at around S$660.0 million

Singapore River 3. GROWTH OPPORTUNITY FROM POTENTIAL IMPROVEMENT IN OCCUPANCY AND RENTAL RATES Chulia St

ONE RAFFLES  Rents for Grade-A buildings in Raffles Place with direct PLACE Square access to the MRT station are expected to be relatively POTENTIAL UPSIDE IN OCCUPANCY: Battery Rd Fullerton Fullerton Rd +7PPT TO 12PPT resilient: 97.2% Church St +7ppt

14

E OUE Link - No known premium and Grade-A office developments EW LAC 90%

ES P OUE Tower 26 L

F S to be completed in the area from 2015 to 2018 F

N

RA Marina Bay Estimated OUE Bayfront Market St Market - Existing Grade-A offices in Raffles Place are uniquely range { +12ppt positioned, offering mainly mid-sized floor plates of Collyer Quay

1 Marina Bay Sands around 10,000 sq ft compared with recent and future 85% CE

NT O R office developments that offer floor plates of 20,000 16 YF Marina Boulevar DT Cross St Quay BA sq ft and above Bayfront Ave Ra es As at 1Q 2015, the Independent Market Research Cecil St d  Consultant(1) estimates the average office rent in Marina

Central Boulevard Bay to be 20% higher than that in Raffles Place:

To Changi Airport - Strong value proposition for businesses to be located Current estimated Average occupancy rate Robinson Rd in Raffles Place office occupancy rate for Grade-A offices in arina Way M of the Property Raffles Place in 1Q 2015 Shenton Way Current office occupancy rate of the Property is estimated  POTENTIAL UPSIDE IN OFFICE RENTS: to be about 85.0% to 90.0%, as compared to the average +15% TO 21% (U/C) occupancy rate for Grade-A offices in Raffles Place in 1Q S$ psf per month 11.50 2015 of about 97.2%: +15% - Potential for occupancy rate to increase by about 7 10.00 INCREASE IN REMAINING WEIGHTED to 12 percentage points (“ppt”)  With a long remaining weighted average AVERAGE LAND LEASE EXPIRY Estimated land lease expiry (by value) of 435 years, the range +21% 258 Years  Current office rent at the Property is estimated to be S$9.50 { proposed Acquisition is expected to increase to S$10.00 psf per month, compared to the average rent the remaining land lease expiry of OUE C-REIT for Grade-A offices in Raffles Place in 1Q 2015 of about 9.50 by approximately 3.6 times, from the current 3.6x S$11.50 psf per month: remaining weighted average land lease expiry of approximately 72 years to 258 years - Potential for positive rental reversion of about 15% to 21% 72 Years

Current estimated Average rent for Grade-A Existing Portfolio Enlarged Portfolio office rent of the offices in Raffles Place Property in 1Q 2015 (1) DTZ Debenham Tie Leung (SEA) Pte Ltd (the “Independent Market Research Source: Independent Market Research Report by DTZ dated Consultant”) 24 April 2015

One Raffles Place Tower 2 is a 38-storey Grade-A office building completed building office in Grade-A 38-storey 2 is a Tower Place One Raffles Building and Construction by the Award Mark Green Platinum the 2012, awarded sustainable design. efficiency and environmentally its energy Authority for options which of shopping, dining and leisure a diverse range Offering Place One Raffles in the CBD, the working population to the needs of cater extensive has undergone podium that retail Shopping Mall is a six-storey the It is currently completed in May 2014. which were works refurbishment Place. shopping mall in Raffles purpose-built largest Place Raffles the to link underground direct a with and above Situated the basement of through station interchange (“MRT”) Mass Rapid Transit connectivity along theexcellent Place enjoys podium, One Raffles its retail otherto accessibility easy as well as lines, MRT East-West and North-South Place as well as Marina Bay. developments within Raffles ABOUT ONE RAFFLES PLACEABOUT ONE Raffles 1, One Tower Place Raffles Place One Place, comprising One Raffles iconic integratedprominent, Place Shopping Mall, is a 2 and One Raffles Tower strategically building specifications Grade-A development with commercial Place. main financial district Raffles Singapore’s in the heart of located business district (“CBD”), central the tallest buildings in the Singapore One of office building, Grade-A 1 comprises a 62-storey Tower Place One Raffles panoramic views deck offering and observation restaurant with a rooftop the city skyline.of 1,733.0 1,734.0 S$ million Parties Other Third approximately 75% of the retail podium NLA the retail 75% of is on a 99-year leasehold title commencing approximately 1 November 1985 the balance 25% is on the 841-year leasehold title commencing 1 November 1985

16.67% to 16.67% 25.0% One Raffles Place is an integrated commercial development comprising two Grade-A office towers and development comprising two Grade-A commercial Place is an integrated One Raffles podium a retail sq ft) sq m (1,288,717 119,725.8 Approximately sq ft) sq m (410,000 38,090.3 Tower 1: Approximately Place One Raffles sq ft) sq m (350,000 32,516.1 Tower 2: Approximately Place One Raffles sq ft) sq m (100,000 9,290.3 Place Shopping Mall: Approximately One Raffles sq ft) sq m (860,000 79,896.7 Approximately Total: in Basements 2 to 4 326 car park lots located Tower 1: 841-year leasehold title commencing 1 November 1985 Place One Raffles Tower 2: 99-year leasehold title commencing 26 May 1983 Place One Raffles retail podium straddles two land plots: Place Shopping Mall - the One Raffles – – OUBC 81.54% One Raffles Place One Raffles BPHPL 100% 75.0% to 75.0% 83.33% OVERVIEW OF THE TRANSACTION OVERVIEW VALUATION OF THE OUBC INTEREST VALUATION 5 June 2015 As at Savills Cushman & Wakefield OVERVIEW OF ONE RAFFLES PLACEOVERVIEW Description (“GFA”) Floor Area Gross (“NLA”) Net Lettable Area Car Park Lots Title (After the Proposed Acquisition) (After the Proposed The overview section is qualified in its entirety by, and should be read in conjunction with, the full text of this Circular. Meanings Circular. of this text with, the full in conjunction read should be and by, its entirety in is qualified section The overview in the Glossaryterms may be found defined Circular. of this of 55 to 61 on pages Property (the “OUBC Interest”). (the “OUBC Property is S$1,715 the OUBC Interest value of The agreed million. STRUCTURE ACQUISITION THE PROPOSED ACQUISITION THE PROPOSED interest an indirect to acquire proposes OUE C-REIT the Property”) through Place (“the in One Raffles interest and 83.33% between 75.0% acquisition of OUE Limited from Limited (“OUBC”) in OUB Centre wholly- its the acquisition of (the “Sponsor”), via Pte. Holdings Property Beacon subsidiary owned (the “Acquisition”). (“BPHPL”) Ltd. the Property owner of OUBC is the registered the in the beneficial interest and owns 81.54% of

DATE AND TIME DATE p.m. 2.00 25 July 2015 at Saturday, p.m. 2.00 27 July 2015 at Monday, Marina Mandarin Singapore Level 1 Marina Mandarin Ballroom, Marina Square Boulevard, 6 Raffles 039594 Singapore

for the Acquisition and the CPPU Issue (Company Registration No.: 200200144N) (Company Registration (Incorporated in the Republic of Singapore) in the Republic of (Incorporated DBS Trustee Limited (as trustee of OUE C-REIT) OUE C-REIT) Limited (as trustee of DBS Trustee DELOITTE & TOUCHE CORPORATE FINANCE PTE LTD CORPORATE DELOITTE & TOUCHE of OUE Commercial REIT Management Pte. Ltd. and to and to REIT Management Pte. Ltd. OUE Commercial of Independent Financial Adviser to the Independent Directors Independent Financial Adviser to the Independent Directors IMPORTANT DATES AND TIMES FOR UNITHOLDERS DATES IMPORTANT EVENT and time for Last date Forms Proxy lodgement of and time of Date Meeting General Extraordinary Extraordinary Place of General Meeting This Circular may not be sent to any person or any jurisdiction in which This Circular “nil-paid” the and Units Rights the deliver to permissible be not would it defined (as Unitholders to Eligible Units Rights of allotment provisional an Entitlements”) or make under the Rights Issue (the “Rights herein) Rights Entitlements and the Rights Units of the Rights Units and the offer or resold, transferred sold, and Rights Entitlements may not be offered, to any such person or in any such jurisdiction. or indirectly, directly delivered, not be will been and not have Entitlements and Rights Rights Units The as amended (the “Securities 1933, Securities Act of under the U.S. registered the or other jurisdiction of any state Act”) or under any securities laws of resold, allotted, taken sold, and may not be offered, (“U.S.”) United States or directly or delivered, pledged, transferred renounced, up, exercised, to an applicable exemption pursuant except within the U.S. indirectly, the of requirements or a transaction not subject to, the registration from, any of laws securities applicable any with compliance in and Act Securities the U.S. or other jurisdiction of state Pte. Limited, CIMB Bank Berhad, Securities (Singapore) Chartered Standard Limited and Oversea-Chinese Banking Corporation Branch Singapore the initial public and issue managers for the joint global coordinators were of OUE C-REIT. offering MANAGED BY MANAGED Issue Joint Lead Managers and Joint Lead Managers and Underwriters for the Rights for the Rights Underwriters OUE Commercial REIT Management Pte. Ltd. OUE Commercial REIT Issue and Issue and PPU Joint Financial Joint Financial the Rights Issue THE PROPOSED ACQUISITION OF AN INDIRECT OF AN INDIRECT ACQUISITION THE PROPOSED DEED SUPPLEMENT FOR THE TRUST THE PROPOSED INTEREST IN ONE RAFFLES PLACE AND THE PROPOSED CPPU ISSUE; AND ISSUE OF PREFERRED UNITS. Advisers for the C Singapore Exchange Securities Trading Limited (the “SGX-ST”) assumes no Limited Securities Trading Exchange Singapore made, reports the statements any of of the correctness for responsibility in any doubt If you are in this Circular. or opinions expressed contained you should consult or as to the action you should take, about its contents or other professional accountant solicitor, manager, bank your stockbroker, adviser immediately. the listing the SGX-ST for in-principle has been obtained from Approval in OUE Commercial the Rights Units (as defined herein) of and quotation defined (as Issue Rights the C-REIT”), (“OUE Trust Investment Estate Real the CPPUs of and the new Units to be issued upon conversion herein) The SGX-ST’s the SGX-ST. of Units”) on the Main Board (the “Conversion the OUE C-REIT, the merits of of is not an indication in-principle approval Rights Units, Issue, the Rights the herein), defined (as Acquisition proposed the CPPUs and the Conversion Units. please all your units in OUE C-REIT (“Units”), If you have sold or transferred General Extraordinary of together with the Notice this Circular forward purchaser the to immediately Form Proxy accompanying the and Meeting the whom bank or other agent through to the stockbroker, or transferee or transferee. to the purchaser transmission for onward sale was effected (a real estate investment trust constituted on 10 October 2013 under the laws of the Republic of Singapore) Singapore) of Republic the the laws of 2013 under on 10 October constituted trust investment estate (a real 2015 1 JULY CIRCULAR DATED ATTENTION. IMMEDIATE YOUR AND REQUIRES THIS CIRCULAR IMPORTANT IS TO: CIRCULARUNITHOLDERS IN RELATION TO (1) (2)

Circular dated 1 July 2015 www.ouect.com