Frasers Logistics & Industrial Trust (Constituted in the Republic of Singapore pursuant to a trust deed dated 30 November 2015 (as amended, restated and supplemented)) managed by FRASERS LOGISTICS & INDUSTRIAL ASSET MANAGEMENT PTE. LTD. (A MEMBER OF FRASERS PROPERTY GROUP) CIRCULAR TO UNITHOLDERS IN RELATION TO: (1) THE PROPOSED ACQUISITION OF INTERESTS IN 21 PROPERTIES IN GERMANY AND THE NETHERLANDS; (2) THE PROPOSED ISSUE OF UP TO 525,000,000 NEW UNITS UNDER THE EQUITY FUND RAISING; (3) THE PROPOSED ISSUE AND PLACEMENT OF NEW UNITS TO THE FRASERS PROPERTY LIMITED GROUP UNDER THE PRIVATE PLACEMENT; AND (4) THE PROPOSED ISSUE AND PLACEMENT OF NEW UNITS TO TCC GROUP INVESTMENTS LIMITED UNDER THE PRIVATE PLACEMENT. CIRCULAR DATED 23 APRIL 2018 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION Singapore Exchange Securities Trading Limited (the “SGX-ST”) takes no responsibility for the accuracy of any statements or opinions made, or reports contained, in this Circular. If you IMPORTANT DATES AND TIMES FOR UNITHOLDERS are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. Last date and time for : 5 May 2018 at 10.30 a.m. If you have sold or transferred all your units in Frasers Logistics & Industrial Trust (“FLT”, lodgement of Proxy Forms and units in FLT, the “Units”), you should immediately forward this Circular, together with the Notice of Extraordinary General Meeting and the accompanying Proxy Form in this Circular, Date and time of : 8 May 2018 at 10.30 a.m. 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. Extraordinary General Meeting DBS Bank Ltd. and Citigroup Global Markets Singapore Pte. Ltd. are the joint financial advisers, global Place of Extraordinary : Stephen Riady Auditorium @ NTUC, coordinators and issue managers for the initial public offering of the Units (the “IPO”). DBS Bank General Meeting Level 7, NTUC Centre, Ltd., Citigroup Global Markets Singapore Pte. Ltd., Morgan Stanley Asia (Singapore) Pte., Oversea- Chinese Banking Corporation Limited and United Overseas Bank Limited are the joint bookrunners One Marina Boulevard, and underwriters for the IPO. Singapore 018989 Independent Financial Adviser to the Independent Directors and Audit, Risk and Compliance Committee of Frasers Logistics & Industrial Asset Management Pte. Ltd. and to the Trustee DELOITTE & TOUCHE CORPORATE FINANCE PTE LTD (Incorporated in the Republic of Singapore) (Company Registration Number: 200200144N) Joint Global Co-ordinators and Bookrunners in relation to the Equity Fund Raising This section is qualified in its entirety by, and should be read in conjunction with, the full text of this Circular. The meaning of each capitalised term is found in the Glossary of this Circular. PROPOSED ACQUISITION OF 21 PRIME INDUSTRIAL PROPERTIES IN KEY GLOBAL LOGISTICS HUBS IN GERMANY AND THE NETHERLANDS PORTFOLIO STATISTICS1 Hamburg Bremerhaven Bremen 21 93% PROPERTIES FREEHOLD2 Amsterdam Berlin Hanover Rotterdam 7.0 Dortmund € M Bochum 596.8 years Leipzig PROPERTY AVERAGE Tilburg PURCHASE PRICE Düsseldorf AGE3 Venlo Mönchengladbach Bad Hersfeld Cologne Erfurt 595,000 sq m ~ GLA Frankfurt Mannheim Karlsruhe Nuremburg 100% 8.0years 4 Stuttgart OCCUPANCY RATE WALE 17 Properties Leases with CPI-Linked Indexation or Fixed Annual 4 Properties 89% Escalations5 Munich German Properties Dutch Properties Logistics Hubs POST-PROPOSED ACQUISITION 82 67% 25% 8% A$2.9B 1.9M sq m 7.1 years 6 PROPERTIES KEY GEOGRAPHICAL PORTFOLIO VALUE GLA WALE MARKETS 1 As at 31 December 2017. 2 Based on the New Properties Appraised Value. 3 Weighted average age as at 31 December 2017 based on the higher of the two independent valuations of the New Properties conducted by the Independent Valuers. 4 Weighted average lease expiry as at 31 December 2017 computed based on Gross Rental Income for the month of December 2017. 5 Based on Gross Rental Income for the month of December 2017. 6 Based on FLT’s Existing Portfolio Appraised Value of approximately A$1.9 billion as at 30 September 2017 and the New Properties Appraised Value. RATIONALE AND KEY BENEFITS 1 Strategic Entry into Attractive German and Dutch Logistics and Industrial Markets GERMANY THE NETHERLANDS A GLOBAL EXPORT HUB ONE OF EUROPE’S TOP LOGISTICS HUBS 4.0% 4.0% 3.0% 3.0% 2.0% 2.0% 1.0% 1.0% 0.0% 0.0% (1.0%) 4Q 4Q 4Q 4Q 4Q (1.0%) 4Q 4Q 4Q 4Q 4Q ‘13 ‘14 ‘15 ‘16 ‘17 ‘13 ‘14 ‘15 ‘16 ‘17 Real GDP Growth Real GDP Growth Europe’s economic centre and world’s 4th largest economy Trade oriented economy with Rotterdam being the largest in 2016 sea ports in Europe Europe’s largest logistics market and ranked #1 logistics One of Europe’s top logistics hubs and ranked #4 logistics performer globally in 2016 performer globally in 2016 2 Prime, Strategically Located and Predominantly Freehold Portfolio • TENANT MIX OF NEW PROPERTIES7 • High quality and diversified tenant base 9% Automotive • Modern logistics facilities with high specifications 16% 36% Logistics Services • Majority of the New Properties are strategically located within the major logistics clusters of Germany and the Netherlands Food Logistics Industrial Manufacturing 39% 3 Enlarged Diversified Portfolio Positioned for Long-Term Growth • REDUCED TENANT CONCENTRATION RISK7 CURRENT TOP 10 PRO FORMA TOP 10 41.5% TENANTS7 35.2% TENANTS7 • ENHANCED GEOGRAPHICAL DIVERSIFICATION8 • INCREASED PROPORTION OF FREEHOLD ASSETS IN THE ENLARGED PORTFOLIO8 Pre-Proposed Post-Proposed Pre-Proposed Post-Proposed Acquisition Acquisition Acquisition Acquisition 8% 9% 6% 23% 25% 31% 100% 67% 60% 71% Australia Germany The Netherlands Freehold >80 Years Leasehold Other Leasehold 7 Based on Gross Rental Income for the month of December 2017. 8 Based on FLT’s Existing Portfolio Appraised Value and the New Properties Appraised Value. • IMPROVED PORTFOLIO WALE Lease Expiry by Gross Rental Income9 6.8 years 7.1 years Current WALE Pro Forma WALE Reduced expiry over the next two years 25.3% 28.6% 16.0% 14.9% 11.7% 8.8% 10.3% 7.7% 9.7% 11.1% 8.7% 7.8% 4.7% 7.1% 6.3% 7.1% 4.8% 5.0% 2.4% 1.8% SEPT 18 SEPT 19 SEPT 20 SEPT 21 SEPT 22 SEPT 23 SEPT 24 SEPT 25 SEPT 26 SEPT 27 Pre-Proposed Acquisition Post-Proposed Acquisition 4 Leveraging Sponsor’s Integrated Development and Asset Management Platform • ACCESS TO SPONSOR’S ROFR ASSETS PIPELINE10 (GLA, ‘000 sq m) 1,228.8 • Ability to leverage Sponsor’s integrated logistics and industrial 432.712 platform in Europe, which has on-the-ground development capabilities and strong management expertise 407.0 389.111 • Access to a visible ROFR pipeline of 39 Australian and European assets amounting to approximately 1.2 million sq m 407.0 407.0 Australia ROFR Assets Australia and Europe ROFR Assets Australia Europe 5 Consistent with the Manager’s Investment Strategy • EXPECTED TO BE DPU ACCRETIVE13 1.83 1.8 S$ Cents Pre-Proposed Post-Proposed S$ Cents Q1 FY2018 (A$ m) Change (%) 1.7% Transaction Transaction Net Property Income 34.8 48.2 38.5% Distributable Income 25.9 35.0 35.1% Pre-Proposed Post-Proposed Transaction Transaction 9 Based on Gross Rental Income for the month of December 2017. 10 Only completed income-producing real estate assets which are used for logistics or industrial purposes are included in the terms of the ROFR dated 9 June 2016 which was provided by the Sponsor to the Trustee at IPO. 11 As at 31 March 2018 (excluding the GLA of the New Properties amounting to approximately 595,000 sq m). 12 Subject to the completion of the proposed acquisition of Alpha Industrial’s portfolio of 16 completed logistics and industrial assets and one logistics asset in Germany. Excludes the eight logistics assets which are acquired as development and forward purchases with a total additional GLA of approximately 152,100 sq m. 13 Please refer to paragraph 9.1.1 of the Letter to Unitholders in this Circular for the pro forma financial effects of the Proposed Transaction on FLT’s DPU, Net Property Income and Distributable Income for Q1 FY2018. TABLE OF CONTENTS Page CORPORATE INFORMATION .............................................. iii SUMMARY ................................................... 1 INDICATIVE TIMETABLE.................................................. 16 LETTER TO UNITHOLDERS 1. SummaryofApprovalsSought ......................... ................ 17 2. Resolution 1: The ProposedAcquisition ............... ................... 18 3. Resolution 2: The Equity Fund Raising ................. ................. 66 4. Resolution3:TheFPLPlacement ...................... ................ 71 5. Resolution 4:TheTCCGI Placement .................... ................ 71 6. Requirement for Unitholders’Approval ............... .................... 72 7. Information Relating to the Proposed Transaction . .................... 76 8. Rationale For and Key Benefits of the Proposed Transaction ................. 79 9. Certain Financial Information Relating to the Proposed Transaction ............ 99 10. Existing Related Party Transactions ................ ..................... 108 11. Opinion of the Independent Financial Adviser . .................... 108 12. Recommendations ................................. .................. 109 13. Extraordinary General Meeting ..................... .................... 109 14. AbstentionsfromVoting ........................... ................... 110 15. Action to be Taken by Unitholders