The Proposed Acquisition of Clarke Quay

C A P ITA M ALL TRUST Circular Dated 24 March 2010 Clarke Quay is an integrated food and beverage, This Circular is important and requires your immediate attention. Clarke Quay entertainment and lifestyle riverfront destination. It is located along the Singapore River and at the fringe of the CBD. It is within walking distance of the Clarke (Constituted in the Republic of Singapore pursuant to a trust deed dated 29 October 2001 (as amended)) Quay MRT station, making it easily accessible by public transportation.

East West Line North South Line Sembawang Station North East Line Sembawang Shopping Circle Line Centre

Sengkang Station Rivervale Mall Choa Chu Kang Lot One Shoppers’ Station Mall Bukit Panjang Plaza Hougang Station Hougang Bishan Plaza Interchange Tampines Station Tampines Mall Junction 8

Jurong East Imm Interchange Building Circular dated 24 March 2010 (Clarke Quay) Jurong Entertainment Centre Bugis Station The Atrium@Orchard Dhoby Ghaut Bugis Junction Plaza Singapura Interchange Raffles City Singapore Clarke Quay City Hall Interchange

Funan Digitalife Mall Existing Properties Clarke Quay Circular to Unitholders MRT station in relation to: The Proposed Acquisition of Clarke Quay

MANAGED BY CAPITAMALL TRUST MANAGEMENT LIMITED

A wholly-owned subsidiary of A member of

Orchard MRT

Orchard Blvd Orchard Rd THE ATRIUM@ Bugis oRCHARD Junction Somerset Middle Rd Grange Rd MRT Highway Plaza Bencoolen St Independent Financial Adviser to the Independent Directors and Nicoll IMPORTANT DATES AND TIMES for Unitholders Singapura Dhoby Ghaut MRT Victoria St North Bridge Rd Audit Committee of CapitaMall Trust Management Limited Stamford Rd Nathan Rd River V Kim Seng Rd alley Rd Raffles City Singapore Event Date and Time City Bras Basah Rd Zion Rd Hall

Delta Rd River V MRT Funan Last date and time for 12 April 2010 at 10.30 a.m. Clarke Quay alley Rd Raffles Blvd Digitalife lodgement of Proxy Forms The SGX-ST takes no responsibility for the accuracy of any statements Ganges Ave Clarke Quay Mall RafflesA ve or opinions made, or reports contained, in this Circular. If you are in O MRT u

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any doubt as to the action you should take, you should consult your m

Tiong Bahru

Date and time of EGM 14 April 2010 at 10.30 a.m. R y

stockbroker, bank manager, solicitor, accountant or other professional MRT d a sw es d r (or as soon thereafter as the Annual p New Bridge Rd yer Rajah Expressway adviser immediately. R x A

Tiong Bahru Rd E a l

East West Line North South Line Sembawang Station North East Line Sembawang Shopping Circle Line Centre

Sengkang Station Rivervale Mall Choa Chu Kang Lot One Shoppers’ Station Mall Bukit Panjang Plaza Hougang Station Hougang Bishan Plaza Interchange Tampines Station Tampines Mall Junction 8

Funan Digitalife Mall Existing Properties Clarke Quay Circular to Unitholders MRT station in relation to: The Proposed Acquisition of Clarke Quay

MANAGED BY CAPITAMALL TRUST MANAGEMENT LIMITED

A wholly-owned subsidiary of A member of

Orchard MRT

t r

any doubt as to the action you should take, you should consult your m

Tiong Bahru

Date and time of EGM 14 April 2010 at 10.30 a.m. R y

stockbroker, bank manager, solicitor, accountant or other professional MRT d a sw es d r (or as soon thereafter as the Annual p New Bridge Rd yer Rajah Expressway adviser immediately. R x A

Tiong Bahru Rd E a l

t a l tr Chinatown Raffles General Meeting of CMT to be held e n D e MRT Place MRT r C If you have sold or transferred all your units in CMT, you should e w at 10.00 a.m. on the same day and o South BridgeCross Rd St immediately forward this Circular, together with the Notice of EGM L ay ssw pre Ex OUtram Park and the accompanying Proxy Form in this Circular, to the purchaser or al at the same place is concluded tr n MRT e or adjourned) transferee or to the bank, stockbroker or other agent through whom the Jalan C Central Business ay sale or transfer was effected for onward transmission to the purchaser Cantonment Rd Bukit Merah District or transferee. Robinson Rd Marina Bay Place of EGM STI Auditorium Tanjong Shenton W Pagar MRT MRT 168 Robinson Road Meanings of capitalised terms may be found in the Glossary Level 9, Capital Tower of this Circular. Singapore 068912 Overview The overview section is qualified in its entirety by, and should be read Benefits to Unitholders 2. Competitive Strengths of Clarke Quay The Acquisition will enlarge and diversify CMT’s network of in conjunction with, the full text of this Circular. retailers across the different segments of the retail market, and 1. the Acquisition fits the Manager’sI nvestment Strategy The Manager believes that Clarke Quay is a popular destination concurrently strengthen CMT’s portfolio of retail malls catering to among Singapore residents, expatriates and tourists, as the different consumer markets in Singapore and allow CMT to Proposed Acquisition of Clarke Quay The Manager believes that the Acquisition at a property evidenced by its shopper traffic which held up well despite the capitalise on the expected increase in tourism in Singapore. yield of approximately 5.9%(1) will be accretive and economic downturn with approximately 11.0 million visitors in CMT is proposing to acquire Clarke Quay. On 9 February 2010, Unitholders will enjoy a higher DPU due to the acquisition 2009, compared to approximately 10.8 million visitors in 2008. HSBC Institutional Trust Services (Singapore) Limited, as trustee The committed occupancy of Clarke Quay as at 31 December of Clarke Quay at a price reflective of the attractive cash of CMT, entered into a conditional sale and purchase agreement 2009 is 94.9% and has been above 90.0% for the past three flows that it generates. The overall yield accretion resulting to acquire Clarke Quay, which includes the plant and equipment years following the completion of the repositioning of Clarke from the Acquisition, combined with the proposed debt located at Clarke Quay, at the Purchase Consideration of Quay in December 2006. and/or equity financing plan, is illustrated below. S$268.0 million. Shopper Traffic at Clarke Quay The total cost of the Acquisition, comprising the Purchase (Number of persons in millions) Consideration, the acquisition fee payable to the Manager, as well Forecast DPU (Cents) as the estimated professional and other fees and expenses incurred 11.0 by CMT in connection with the Acquisition, is estimated to be 10.8 approximately S$272.7 million. Scenario A: Assuming the Acquisition is fully funded through 100.0% debt financing and CMT’s Aggregate Method of Financing the Acquisition Leverage is increased to approximately 33.1% The Manager intends to adopt an optimal financing plan to finance 2008 2009 +0.09 9.14 the Acquisition, so as to ensure that the Acquisition will provide overall 9.05 4. enhancement of Rental Revenue yield accretion to Unitholders. Depending on the market conditions, the Manager may either fully fund the Acquisition through (i) debt The Manager believes the Acquisition will provide potential for 3. segmental Diversification rental upside when leases become due for renewal in the next financing or (ii) a combination of debt and equity financing. few years given the growth potential in the Singapore retail, Existing Portfolio Enlarged Portfolio The Manager believes that the competitive strengths of Clarke entertainment and tourism market. In addition, the Manager Quay will allow CMT to capitalise on the growing lifestyle and believes that there are opportunities to enhance the rental entertainment demand in Singapore arising from (i) the expected revenue of Clarke Quay through reconfiguration of lettable area increase in tourism in Singapore and (ii) the economic recovery and improvement of the existing tenant mix. Scenario B: and improvement in consumer sentiment. The Acquisition will Assuming the Acquisition is fully funded through a not significantly change the asset profile of the CMT Group as its combination of 50.0% debt financing and 50.0% Enlarged Properties continue to comprise primarily of retail malls 5. income Diversification equity financing, at an issue price of S$1.70 per new which cater to necessity shopping. Unit and CMT’s Aggregate Leverage is increased to The Acquisition is expected to benefit Unitholders by improving approximately 31.3% income diversification and reducing the reliance of the CMT (1) Group’s income stream on any single property. The Manager +0.04 9.09 Percentage of Portfolio by Gross Revenue 9.05 expects that the maximum contribution to the CMT Group’s Net Property Income by any single property within the CMT Group’s Existing Properties (2) Enlarged Properties (3) property portfolio will decrease from approximately 15.0% to approximately 14.4% following the Acquisition. Existing Portfolio Enlarged Portfolio 20.9% 25.1%

The Acquisition is in line with the Manager’s principal 79.1% 74.9% investment strategy to invest in quality income-producing real estate and real estate assets so as to deliver stable distributions and sustainable total returns to Unitholders. Necessity Shopping (4) Discretionary Spending (5) The Acquisition will also further strengthen CMT’s position as the largest REIT by asset size in Singapore. Following the completion of the Acquisition, the CMT Group’s asset Notes: size is expected to increase from approximately S$7.4 (1) Excludes The Atrium@Orchard which consists primarily of office billion (as at 31 December 2009) to approximately S$7.6 space and Jurong Entertainment Centre which has ceased operations in preparation for asset enhancement works. billion(2). (2) Based on gross revenue for FY2009. Notes: (3) Based on gross revenue for FY2009, except for Clarke Quay which (1) The property yield is computed by dividing Clarke Quay’s is based on Clarke Quay’s annualised gross revenue for the Forecast annualised Net Property Income for the Forecast Period Period 2010. 2010 by the Purchase Consideration of S$268.0 million. (4) Comprises Tampines Mall, Junction 8, IMM Building, Plaza Singapura, (2) The asset size excludes CMT’s distributable income for the Bugis Junction, Hougang Plaza, Sembawang Shopping Centre, Lot quarter ended 31 December 2009. One Shoppers’ Mall, Bukit Panjang Plaza and Rivervale Mall. (5) Comprises Raffles City Singapore (40.00% interest) and Funan DigitaLife Mall for the Existing Properties. Comprises Raffles City Singapore (40.00% interest), Funan DigitaLife Mall and Clarke Quay for the Enlarged Properties. Overview The overview section is qualified in its entirety by, and should be read Benefits to Unitholders 2. Competitive Strengths of Clarke Quay The Acquisition will enlarge and diversify CMT’s network of in conjunction with, the full text of this Circular. retailers across the different segments of the retail market, and 1. the Acquisition fits the Manager’sI nvestment Strategy The Manager believes that Clarke Quay is a popular destination concurrently strengthen CMT’s portfolio of retail malls catering to among Singapore residents, expatriates and tourists, as the different consumer markets in Singapore and allow CMT to Proposed Acquisition of Clarke Quay The Manager believes that the Acquisition at a property evidenced by its shopper traffic which held up well despite the capitalise on the expected increase in tourism in Singapore. yield of approximately 5.9%(1) will be accretive and economic downturn with approximately 11.0 million visitors in CMT is proposing to acquire Clarke Quay. On 9 February 2010, Unitholders will enjoy a higher DPU due to the acquisition 2009, compared to approximately 10.8 million visitors in 2008. HSBC Institutional Trust Services (Singapore) Limited, as trustee The committed occupancy of Clarke Quay as at 31 December of Clarke Quay at a price reflective of the attractive cash of CMT, entered into a conditional sale and purchase agreement 2009 is 94.9% and has been above 90.0% for the past three flows that it generates. The overall yield accretion resulting to acquire Clarke Quay, which includes the plant and equipment years following the completion of the repositioning of Clarke from the Acquisition, combined with the proposed debt located at Clarke Quay, at the Purchase Consideration of Quay in December 2006. and/or equity financing plan, is illustrated below. S$268.0 million. Shopper Traffic at Clarke Quay The total cost of the Acquisition, comprising the Purchase (Number of persons in millions) Consideration, the acquisition fee payable to the Manager, as well Forecast DPU (Cents) as the estimated professional and other fees and expenses incurred 11.0 by CMT in connection with the Acquisition, is estimated to be 10.8 approximately S$272.7 million. Scenario A: Assuming the Acquisition is fully funded through 100.0% debt financing and CMT’s Aggregate Method of Financing the Acquisition Leverage is increased to approximately 33.1% The Manager intends to adopt an optimal financing plan to finance 2008 2009 +0.09 9.14 the Acquisition, so as to ensure that the Acquisition will provide overall 9.05 4. enhancement of Rental Revenue yield accretion to Unitholders. Depending on the market conditions, the Manager may either fully fund